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General Terms & Conditions of Sale
SECTION 1 - TERMS
The following Terms and Conditions of Sale together with the “Incoterms 2010” set down by the International Chamber of Commerce shall be exclusively binding for the business relations with our customers when deliveries of our product are made. These Terms and Conditions of Sale are the exclusive contract between Buyer and Seller and supersede all previous oral or written communications such that there are no terms, understandings or agreements between the Seller and Buyer regarding the Products, other than those seated herein.
SECTION 2 - DELIVERY
Events beyond the seller’s control by which the delivery, or the transport of the goods, should be made impossible or essentially difficult shall entitle the Seller to cancel the contract or to postpone delivery until such hindrance may be overcome. This clause shall also apply if such hindrance or difficulty cause expenses which cannot be deemed acceptable on the grounds to equity and good faith. In the aforementioned, the term hindrance shall be regarded as including official acts, unavailability to raw materials, place, delays or postponement by the Purchaser to undertake the shipment. No claims for damages in transit, shortage of delivery or loss to goods will netertained unless in the cases of damage in transit or shortage to delivery, a separate notice in writing is given to the carrier concerned and to the Seller within 3 days of the receipt of goods, followed by a complete claim in writing made within 7 days of the date of consignment.
SECTION 3 - PACKAGING
Returnable drums or any other returnable package shall be the responsibility of the Buyer to return or recycle. The Buyer is responsible for returning drums or any other returnable package in either the next purchase/next recollection of material or within a period of no more than 6 weeks. Otherwise, the Seller is entitled to charge for the cost of packaging.
SECTION 4 - PAYMENT
Payment of the price shall be made in accordance with the payment conditions. Interest at the rate of 1% per month on overdue account may be charged to the purchaser and such charge shall not be construed as the Seller having granted an extension of time for payments to the Purchaser.
SECTION 5 - WARRANTY
Seller warrants that the Products conform to Seller’s published specifications at the time of delivery. Seller warrants that services provided by Seller will be consistent with Seller’s standard specifications or, if none, with Seller’s standard practices.
SECTION 6 - LIMITATION ON LIABILITY
Seller’s liability for nonconforming Products is exclusively limited, at Seller’s option, to replacement of the defective Products or refund of the purchase price of such Products. In no event shall seller’s liability exceed the purchase price of the products or services that are the subject of any claims made by the buyer.
SECTION 7 - INDEMNITY
Buyer agrees to defend, indemnify and hold Seller, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action relating to personal injury or property damage to third parties, including lawyer’s fees and actual costs (“Claims”) incurred as a result thereof, to the extent of its negligence or arising after delivery of the Product was to be delivered. Sellers agrees to defend, indemnity and hold Buyer, its officers, directors, agents and employees harmless from Claims to the extent of this negligence.
SECTION 8 - CLAIMS
Any claim for shortage or non-conforming Products must be made in writing to Seller within 14 days after Buyer’s receipt of the Product. Any claim for non-delivery of Product must be made within 14 days after the date upon which the Product was to be delivered. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such item.
SECTION 9 - FORCE MAJEURE
Seller is not liable for non-performance or delay in performance caused by circumstances beyond Seller’s control (“Force Majeure Event”). A force Majeure Event includes, within limitation, (a) acts of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, accidents, Product short supply, unforeseen shutdown of major sources of supply, breakage of machinery or apparatus, or national emergency, (b) Seller’s inability to obtain at prices Seller deems in its discretion to be commercially reasonable, or (d) compliance in good faith with any applicable government statute, regulation, decree, rule or order. Any delivery so suspended shall be cancelled without liability, but these Terms and Conditions shall otherwise remain unaffected. This section does not apply to payment obligations.
SECTION 10 - PRODUCT STEWARDSHIP
Buyer agrees that Products will be used, handled, stored, transported and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with the manufacturer’s recommendations and applicable law and regulations. Buyer agrees to instruct its employees with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements and make certain that they are adequately trained in the use, handling, storage, transportation and disposition of the Products. Buyer further agrees to deliver the most recent edition of Product literature, including Material Safety Data Sheets, to its employees and customers and to maintain a written record of such deliveries. Buyer shall only sell to those who can handle, use, store, transport and dispose of Products safely.
