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Extract from terms and conditions of sale
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IMPORT CONTRACTS 2
TERMS AND CONDITIONS OF SALE
FOCUS 1. Read and discuss the contract.
EXTRACT FROM TERMS AND CONDITIONS OF SALE
| 1. DELIVERY DATES 1.1 All delivery and shipment dates indicated on the face hereof are approximate and subject to the Seller’s availability schedule. The Seller will make reasonable efforts to meet the delivery dates quoted. However, the Seller will not be liable for its failure to meet the quoted deliverydates or for any delay in performance hereunder due to unforeseencircumstances or shortages, due to causes beyond its control, or due toits voluntary or mandatory compliance with any governmental act, regulation or request. 1.2 Should the Buyer request a change in the estimated shipment date or otherwise cause delay in delivery beyond 90 days from the date of theorder acknowledgment, the prices established by such acknowledgment shall no longer apply. 2. PACKING AND LOSS OR DAMAGE IN TRANSIT 2.1 Equipment will be packed for shipment in a manner suitable for themethod of shipment specified by the Buyer. 2.2 Unless otherwise indicated on the face hereof, all sales hereunder are FOB shipping point, and all risk of loss or damage to equipment in transit is upon the Buyer. 3. PAYMENT DUE FOR PARTIALDELIVERIES The Seller may, at its sole discretion, deliver any portion of the equipment or supplies ordered, regardless of utility to the Buyer in the absence of the undelivered portion, and all such partial deliveries shall be accepted and paid for in accordance with the terms of Clauses 4 and 5 below. | ||
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| 4. INSPECTION, ACCEPTANCE AND RETURN OF THE GOODS 4.1 The Buyer shall inspect the equipment immediatelyon its arrival and shall within 5 days give written notice to the Seller of any claim forshortage or that the equipment does not conform to the terms and conditions of the contract of sale. 4.2 Return of the goods, defective or otherwise, will not be accepted by the Seller unless they are shipped DDU, freightprepaid and with prior written authorization by the Seller. 5. PAYMENT AND CREDIT TERMS Unless otherwise indicated on the face hereof, the Buyer agrees to remit payment in full to the address provided on the face of the Seller’s invoice for all shipments upon receipt of invoice. This obligation shall notbecontingent upon the completion of any installation services included in the purchase price. Account balances not paid in accordance with thisagreement, are subject to the maximum prevailing legal interest rate calculated from the date of delinquency. 6. TAXES The Buyer is responsible for the ultimate payment of all taxes which may be assessed or levied on or on account of materials sold hereunder to the Buyer. 7. INSTALLATION AND SITE PREPARATION 7.1 It is the responsibility of the Buyer to prepare the siteenvironmentally and provide the required services, power, water, drain, air, bottled gases, permits, licenses, approvals etc., as well as whatever is required to uncrate and move the equipment to its location. | ||
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| 7.2 The Buyer hereby undertakes to maintain its premises in a safe condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. 7.3 The Seller will not, in any event, indemnify, defend or hold the Buyerharmless from any liability that it may incur to the Seller’s sales and service personnel. 8. LIMITED WARRANTY 8.1 Basic Warranty Except as otherwise provided herein, the Seller warrants to the Buyer that the equipment sold hereunder is, at the time of shipment to the Buyer from the Seller, free from defects in material and workmanship. As the Buyer’s sole and exclusive remedy under this warranty, the Seller agrees either to repair or replace, at the Seller’s sole option, any part or parts of such equipment which, under proper and normal conditions of use, prove to be defective within 12 months of the date of shipment. 8.2 Exclusions and Limitations (i) The foregoing warranty excludes certain equipment or accessories which are identified on applicable price lists. (ii) This warranty does not cover loss, damage or defects resulting from: transportation to the Buyer’s facility, improper or inadequate maintenance by the Buyer, the Buyer’s supplied software or interfacing, unauthorized modification or misuse… | ||
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| 8.3 Refund of Purchase Price In lieu of the foregoing, the Seller may at any time, at its sole discretion, discharge its warranty by accepting the return of such equipment and refunding any portion of the purchase price paid by the Buyer. NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. THE SELLER EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. INDEMNITY The Buyer will protect and indemnify the Seller against all claims for damages or profits arising out of infringement of patents, designs, copyrights or trademarks. 10. MODIFICATION OF TERMS No addition or no modification of the above terms and conditions shall be binding upon the Seller unless specifically agreed to by the Seller in writing. 11. AUTHORITY TO EXPORT All orders accepted for export are subject to the Buyer providing the Seller with all documentation necessary for shipment to the destination country. 12. MISCELLANEOUS 12.1 Assignment. Any attempt to assign, transfer or delegate any of the rights, duties or obligations herein shall render such attempted assignment or transfer null and void. 12.2 Non-waiver. The Seller’s failure to exercise any of its rights shall not constitute or be deemed a waiver or forfeiture of such rights. | ||
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