Standard Sales and Contract Terms
These terms and conditions (“Conditions”) govern all quotations, orders and contracts for the sale of goods and services of EURASIACHEM to Buyer. These Terms supersede any prior written or oral agreement, understanding, representation or promise, and any pre-printed or standard terms and conditions contained in Buyer’s request for quote, purchase order, invoice, order acknowledgement, contract or other similar document.
1. INTERPRETATION
In these Conditions, the following terms shall have the following meanings: EURASIACHEM means the EURASIACHEM entity accepting the Order; Buyer means the person(s) so described in the Order; Order means the Buyer’s purchase order; Contract means the contract for the sale and purchase of the goods as described in the acceptance of the Order; Goods means any goods agreed in the Contract to be bought by the Buyer from EURASIACHEM.
2. GENERAL
Any quotation or tender made by EURASIACHEM and any contract for the sale of Goods by EURASIACHEM shall be governed only by these Conditions to the entire exclusion of all other terms or conditions unless otherwise agreed to in writing by EURASIACHEM. Unless otherwise stated in writing, quotations and tenders are non-binding and subject to change without notice. Orders, whether based on quotations or tenders or not, shall not be binding on EURASIACHEM until EURASIACHEM accepts such Orders and notifies the Buyer in writing of such acceptance. Times quoted for dispatch, delivery or completion shall run from the date of such notification, but not from before final resolution of all technical questions, payment of advance payment or provision of security, if any, and, where required, not before an export license has been obtained. Any variation to these Conditions shall have no effect unless expressly agreed in writing by EURASIACHEM.
3. SPECIFICATION
The Buyer is responsible for satisfying itself as to the suitability of the Goods for the
Buyer’s application. EURASIACHEM shall not be bound by any statement concerning the scope of supply, performance or characteristics of goods unless expressly incorporated in the Contract, although nothing in these Conditions shall be construed as attempting to limit either party’s liability for fraud or fraudulent misrepresentation. All specifications, drawings and particulars of weights and dimensions and other information relating to the Goods submitted with EURASIACHEM’s quotation or tender are approximate only. Descriptions and illustrations contained in EURASIACHEM’s catalogues, price lists and other advertisement material are intended merely to present a general description of the goods described therein and shall not form part of the Contract.
4. BASIS OF PRICE
Except as expressly agreed in writing to the contrary, the quoted price shall be exclusive of any value added tax or similar sales tax, any import tax or other tax
payable in the country of the Buyer. In the event of a pricechange(increase or reduction) between the contract and deliverydate,the price at the time of delivery date shall be invoiced. Buyeris entitled to withdraw from the contract by giving notice toEurasiachem after notification of the price increase.
5. TERMS OF PAYMENT
All payments shall be made in the legal currency of the jurisdiction in which EURASIACHEM’s legal entity accepting the Order is domiciled and to the designated account of EURASIACHEM. Unless otherwise agreed, EURASIACHEM’s invoices, including those invoices covering partial deliveries are payable in cash as indicated in the invoice. No deduction whether by way of set-off, counterclaim or otherwise, shall be made by the Buyer.
Failure to pay the purchase price by the due date constitutes a fundamental breach of contractual obligations.
In the event of a default in payment by Buyer, EURASIACHEM is entitled to charge
5% (five per cent) above the 6 months EURIBOR rate from time to time in force during the period that any such amount is overdue.
6. DELIVERY
Delivery shall be affected as agreed in the contract. General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded.
7. SELLER’S WARRANTY
EURASIACHEM warrants that the Goods supplied shall, under proper use, be free from defects in design, material and workmanship and conform to the specification in the
Contract for a period shown at the specifications of each product.
"Proper use" means storage, installation, commissioning operation and maintenance in accordance with EURASIACHEM’s specifications and good industry practice.
Any claims can only be considered if they are made promptly and in writing latest one week after arrival of the goods at destination.
Deficiencies which cannot be ascertained despite careful examination within this period are to be claimed immediately after they are discovered.
In case of justified claims we may, at our option, either grant a price reduction. Replace the goods in question, or refund the purchase price. All other claims are expressly, excluded particularly those claims with relate to direct or indirect damage or loss of profit. Claims do not absolve the buyer from his obligation to pay for the goods.
8. PROPRIETARY INFORMATION
EURASIACHEM shall retain title to all engineering and production prints, drawings, technical data, and other intellectual property, information and documents that relate to the goods or services sold to Buyer. All such information and documents disclosed or delivered by EURASIACHEM to Buyer: (i) are to be deemed proprietary to EURASIACHEM; (ii) shall not be disclosed to any third party for any reason without the express prior written consent of EURASIACHEM; and (iii) shall be used by Buyer solely for the purpose of inspection, installation, and maintenance of the goods and services sold to Buyer under these Terms, and not for any other purpose.
9. FORCE MAJEURE
If performance of any obligation under the Contract is prevented, restricted or delayed by any act of God, act or omission of government, war, hostilities, acts of terrorism, industrial dispute, export import and transit restrictions, international payment restrictions, failure or delay in source of supply of materials or equipment, fire, explosion, strikes, sabotage, lockouts accident or breakdown of essential machinery or equipment or by any cause (whether similar or not to any of the above events) beyond the reasonable control of the party whose performance is affected, then that party shall be excused from and shall not be liable for failure in performance to the extent of that prevention, restriction or delay and the time for performance shall be extended accordingly. If performance is delayed for more than 3 months by any cause referred to above and the parties have not agreed upon a revised basis for continued performance at the end of the delay, then either party may after that period and while the cause of the non-performance still exists terminate the Contract by not less than 30 days’ notice in writing to the other party.
10. APPLICABLE LAW
The contractual relationship shall be governed by the law applicable at the place of EURASIACHEM, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), irrespective of whether Buyer's place of business is in a CISG state or not.