1. These General Conditions shall apply when the parties agree in writing or otherwise thereto. When the General Conditions apply to a specific contract, modifications of or deviations from them must be agreed in writing.
The object(s) to be supplied under these General Conditions is (are) hereinafter referred to as the Product.
Wherever these General Conditions use the term in writing, this shall mean by document signed by the parties, or by letter, fax, electronic mail and by such other means as are agreed by the parties.
2. All information and data contained in general product documentation and price lists, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included in the contract.
DRAWINGS AND DESCRIPTIONS
3. All drawings and technical documents relating to the Product or its manufacture submitted by one party to the other, prior or subsequent to the formation of the contract, shall remain the property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
4. The Supplier shall, not later than at the date of delivery, provide free of charge information and drawings which are necessary to permit the Purchaser to erect, commission, operate and maintain the Product. Such information and drawings shall be supplied in the number of copies agreed upon or at least one copy of each. The Supplier shall not be obliged to provide manufacturing drawings for the Product or for spare parts.
5. Acceptance tests provided for in the contract shall, unless otherwise agreed, be carried out at the place of manufacture during normal working hours.
If the contract does not specify the technical requirements, the tests shall be carried out in accordance with general practice in the appropriate branch of industry concerned in the country of manufacture.
6. The Supplier shall notify the Purchaser in writing of the acceptance tests in sufficient time to permit the Purchaser to be represented at the tests. If the Purchaser is not represented, the test report shall be sent to the Purchaser and shall be accepted as accurate.
7. If the acceptance tests show the Product not to be in accordance with the contract, the Supplier shall without delay remedy any deficiencies in order to ensure that the Product complies with the contract. New tests shall then be carried out at the Purchaser’s request, unless the deficiency was insignificant.
8. The Supplier shall bear all costs for acceptance tests carried out at the place of manufacture. The Purchaser shall however bear all travelling and living expenses for his representatives in connection with such tests.
DELIVERY. PASSING OF RISK
9. Any agreed trade term shall be construed in accordance with the INCOTERMS in force at the formation of the
If no trade term is specifically agreed, the delivery shall be Ex works (EXW).
If, in the case of delivery Ex works, the Supplier, at the request of the Purchaser, undertakes to send the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier.
Partial shipments shall be permitted unless otherwise agreed.
TIME FOR DELIVERY. DELAY
10. If the parties, instead of specifying the date for delivery, have specified a period of time on the expiry of which delivery shall take place, such period shall start to run as soon as the contract is entered into, all official formalities have been completed, payments due at the formation of the contract have been made, any agreed securities have been given and any other preconditions have been fulfilled.
11. If the Supplier anticipates that he will not be able to deliver the Product at the time for delivery, he shall forthwith notify the Purchaser thereof in writing, stating the reason, and the time when delivery can be expected.
12. Unless otherwise agreed, the purchase price shall be paid with one third at the formation of the contract and one third when the Supplier notifies the Purchaser that the Product, or the essential part of it, is ready for delivery. Final payment shall be made when the Product is delivered.
Payments shall be made within 30 days of the date of the invoice.
13. Whatever the means of payment used, payment shall not be deemed to have been effected before the Supplier’s account has been fully and irrevocably credited.
14. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest from the day on which payment was due. The rate of interest shall be as agreed between the parties. If the parties fail to agree on the rate of interest, it shall be 8 percentage points above the rate of the main refinancing facility of the European Central Bank in force on the due date of payment.
In case of late payment the Supplier may, after having notified the Purchaser in writing, suspend his performance of the contract until he receives payment.
If the Purchaser has not paid the amount due within three months the Supplier shall be entitled to terminate the contract by notice in writing to the Purchaser and to claim compensation for the loss he has incurred. The compensation shall not exceed the agreed purchase price.
RETENTION OF TITLE
15. The Product shall remain the property of the Supplier until paid for in full to the extent that such retention of title is valid under the applicable law.
The Purchaser shall at the request of the Supplier assist him in taking any measures necessary to protect the Supplier’s title to the Product in the country concerned.
The retention of title shall not affect the passing of risk under Clause 10
DEFECT OR DEFICIENCY WARRANTY AND REMEDY FOR GOODS
16. Supplier warrants that all goods provided shall be free from apparent and hidden defects or deficiencies for eighteen (18) months from the date of delivery of goods or twelve (12) months from the first productive use of the goods, whichever occurs first. If Buyer discovers any defect or deficiency during the warranty period set forth in this Clause, and Buyer has notified Supplier of the defect or deficiency either during the warranty period or within 3 months of time after the end of this warranty period, Buyer shall reasonably determine whether Supplier, at Supplier’s own expense, shall promptly either repair or replace the defective or deficient goods. Any goods repaired or replaced under this Clause shall be warranted on the same basis as provided in this Clause for the longer of
(i) the balance of the warranty period provided in this Clause or
(ii) six (6) months from the date of completion or acceptance, whichever occurs last, of the repair or the replacement.
LIABILITY AND INDEMNITY
17. Supplier´s General Indemnity Obligations
Supplier shall indemnify buyer group from and against all claim/losses for the following if connected with the performance of the work.
(a) all injuries to, deaths, or illnesses of persons in supplier group;
(b) all damages to or losses of property of supplier group;
(c) all damages to or losses of existing property up to and including One Million United States Dollars (US$1,000,000) per occurrence; and
(d) all damages to or losses of the permanent works up to and including One Million United States Dollars (US$1,000,000) per occurrence.
even if caused by the negligence/ fault of buyer group or any other person; and
18. Supplier shall indemnify buyer group from and against all claim/losses for the following if connected with the performance of the work.
(a) all injuries to, deaths, or illnesses of third parties parties up to and including One Million United States Dollars (US$1,000,000) per occurrence; and
(b) all damages to or losses of third parties´ property up to and including One Million United States Dollars (US$1,000,000) per occurrence, to the extent caused by the negligence / fault of supplier group, provided that, in the event of joint or concurrent negligence/fault of supplier group and buyer group.
Supplier´s indemnification obligation hereunder shall be limited to supplier group´s proportionate share of such negligence/fault
19. Buyer´s General Indemnity Obligations
Buyer shall indemnify supplier group from and against all claim/losses for the following if connected with the performance of the work:
(a) all injuries to, deaths, or illnesses of persons in buyer group (b) all damages to or losses of existing properties in excess of One Million United States Dollars (US$1,000,000) per occurrence; and
(c) all damages to or losses of the permanent Works in excess of One Million United States Dollars (US$1,000,000) per occurrence), even if caused by the negligence/fault of supplier group or any other person.
20. Buyer shall indemnify supplier group from and against all claim/losses for the following if connected with the performance of the work:
(a) all injuries to, deaths, or illnesses of third parties; and
(b) all damages to or losses of third parties´ property,
to the extent caused by the negligence/fault of buyer group; provided that, in the event of joint or concurrent negligence/fault of buyer group and supplier group, buyer´s indemnification obligation hereunder shall be limited to buyer group´s proportionate share of such negligence/fault.
21 Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this Clause.
A circumstance referred to in this Clause whether occurring prior to or after the formation of the contract shall give a right to suspension only if its effect on the performance of the contract could not be foreseen at the time of the formation of the contract.
22. The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance.
If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate the Supplier for expenses incurred in securing and protecting the Product.
23. Notwithstanding other provisions in these General Conditions regarding suspension, each party shall be entitled to suspend the performance of his obligations under the contract, where it is clear from the circumstances that the other party will not be able to perform his obligations. A party suspending his performance of the contract shall forthwith notify the other party thereof in writing.
24. Save as otherwise stated in these General Conditions there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
DISPUTES AND APPLICABLE LAW
25. All disputes arising out of or in connection with the contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.
26. The contract shall be governed by the substantive law of the Supplier’s country.