1. Every Sales Confirmation (hereafter SC) submitted, whether a SalesConfirmation or a Pro forma Invoice, constitutes Seller’s offer to Buyer and shall become a binding contract, according to the terms and conditions stated in these General Terms and Conditions as well as each and every SC submitted, upon Acceptance by Buyer. Acceptance shall be deemed provided by Buyer as soon as the SC is sent by Seller by any means (e.g. email, fax, etc.),unless express notification to the contrary. Acceptance can also be provided by Buyer by signing and stamping the SC and returning it by fax or email toSeller.
2. Seller warrants that the Specifications of the product comply with the laws,rules ad regulations of the country of Origin and with the technicalspecifications attached to each contract.
3. Buyer warrants that these Specifications comply with the laws, rules andregulations of the country of destination of the product.
4. Any additional costs incurred by the Seller in relation to the variation of theSpecifications by the Buyer after Acceptance of Specifications shall be bornesolely by the Buyer.
5. Product storage and conservation: The Buyer is responsible in case ofdamage due to non-proper storage conditions.
6. Export documents: Buyer must inform the Seller of all mandatoryrequirements for the goods to enter the country of destination at the time ofacceptance of the contract and possess all necessary permits andauthorizations for the lawful entry of the Products into the country ofdestination. Seller will not be liable in case of any omission or inaccuracy inthe necessary documentation or other requirements for entry ascommunicated by the Buyer. Any cost incurred for specific documents notmentioned at the time of the acceptance of the contract will be charged to theBuyer.
7. If Buyer does not specify the documents required, Buyer hereby accepts thefollowing documents for export: invoice, packing list, certificate of origin,Health Certificate.
8. Notwithstanding any terms in Incoterms 2010 regarding the passing of titleand risk, title to the Products shall remain vested in the Seller and shall notpass to the Buyer until payment of the Price has been received in full by theSeller. However, notwithstanding the vesting of title in the Seller as aforesaid,the risk of loss or damage shall pass to the Buyer upon delivery inaccordance with Incoterms 2010.
9. In case of late payments and/or cancellation of credit insurance limit, theBuyer will have to accept the following: new payment term without creditterm and/or the Seller may dispose of the goods not shipped yet without anylimitation or subject to Buyer claim.
10. The Buyer will be charged a penalty of LIBOR 3 months +5% per annum (prorata to number of days late from due date) for late payments.
11. If a prepayment is due, Seller reserves the right to delay departure of theProducts until all prepayment amounts are paid by Buyer.
12. Competent court: In case of contract under credit insurance, the creditinsurance will decide if the competent jurisdiction and law should be inCanada or in the country of the Buyer. If there is no credit insurance, thecompetent jurisdiction and law should be in the country of the Buyer.
13. If a Quality Claim is made, the following steps must be followed in order forthe Buyer to avail itself of its right under such claim:
- Any quality claim can be done only for goods that are available for inspection.
- The Buyer is responsible to analyze the goods before using them as a claim can only be executed on goods packed in the original packaging to make sure it has not been affected during the utilization.
- Make the claim by giving notice in writing within twenty-one (21)days from date of ARRIVAL (arrival of goods at port).
- The goods should be available for an inspection to the Seller, its agents, its employees and the manufacturer of the goods.
- An independent inspection by an inspection company accepted by theBuyer and the Sellers should be appointed within 2 weeks of the date of claim notice.
- The Seller, its agents or employees or manufacturer are entitled to be present during the independent inspection
- The independent inspection report should be done accordingly to the specifications and the methods of analysis mentioned in the specifications of the contract accepted upon SC Acceptance.
14. If the quality issue is only affecting the yield of the finished product, theSeller will indemnify the Buyer for the loss of yield
15. If the quality issue makes the goods totally improper for the production of the end product, the Seller will take back the goods and reimburse the Buyer.The seller’s total liability to the Buyer for any claim arising out of anyProduct supplied shall be limited to the Price of the Product in the contract.
16. In no event shall Seller be liable for any incidental, indirect, special, and consequential or punitive damages, even if Seller knew or should have known of the possibility of such damages. Moreover, Seller shall not be liable for any damages, fees or any other costs ensuing from the late shipment ,shipment delays, port of departure or port of destination strikes or congestion or any other issue with transport and logistics, especially but not limited to any Covid-19 pandemic related issues.
17. Notwithstanding that any provision of these Terms and the terms in the SC may prove to be illegal or unenforceable, the remaining provisions shall continue in full force and effect. If any provision of these Terms and the terms in the SC or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such terms or provisions shall be divisible from these Terms and the terms in the SC and shall be deemed to be deleted provided always that the parties hereto hereby undertake to attempt, in good faith, to substitute therefore a legal, valid and enforceable provision or term which achieves, to the greatest extent possible, the economic, legal and commercial objectives of the illegal, invalid or unenforceable provision or term.