1. In this Article, the terms `contract` and `agreement` shall be limited to those relating to the present or future sale of goods, unless the context provides otherwise. The “contract of sale” includes both a current sale of goods and a contract for the sale of goods at a later date. A “sale” is a transfer of ownership from the seller to the buyer at a price (articles 2 to 401). A “current sale” is a sale that is made through the conclusion of the contract. (2) Goods or practices, including part of a service, are “in conformity with the contract” or in conformity with the contract if they comply with the obligations under the contract. NOTE: The sale of products or services is expressly linked to the Buyer`s acceptance of these Terms and Conditions. Any acceptance of the Seller`s offer is expressly limited to the acceptance of these General Terms and Conditions and the Seller expressly opposes any additional or divergent conditions proposed by the Buyer. No buyer form may modify these terms and conditions, and no performance, course of business or business practice shall be deemed a change or waiver of these terms and conditions. Any order to purchase products or receive services constitutes the Buyer`s acceptance of these General Terms and Conditions. Unless otherwise stated in the Offer, seller`s Offer will expire thirty (30) days from its date and may be modified or withdrawn by Seller prior to receipt of buyer`s corresponding acceptance. 1.
Definitions. “Buyer” means the company to which Seller provides products or services under the Agreement. “Contract” means either the contractual agreement signed by both parties or the order signed by the Buyer and accepted in writing by the Seller for the sale of products or services, as well as these General Terms and Conditions, the Seller`s final offer, the agreed scope of the work and the Seller`s order confirmation. In case of opposition, the general conditions prevail over the other documents contained in the contract. “Contract Price” means the agreed price specified in the Contract for the sale of products and services, including adjustments (if any) in accordance with the Contract. “Products” means the equipment, parts, materials, deliveries and other goods to which Seller has agreed to supply Buyer under the Contract. “Seller” means the company that provides products or services under the Agreement. “Services” means the services the provision of which to the Buyer has been accepted under the Contract.
“Terms and Conditions” means these “General Terms and Conditions of Sale of Products or Services” and any modification or additional provision expressly set forth in Seller`s final offer or to which Seller has expressly consented in writing. 2. Delivery and shipping conditions. (a) For shipments that do not involve export, seller must deliver the Products to Buyer F.O.B`s point of shipment. In the case of export shipments, the Seller will deliver the Products to the Buyer`s facility or warehouse EXW of the Seller (Incoterms 2010). Buyer shall bear all costs and charges of shipping or standard shipping costs of seller plus processing. Partial deliveries are allowed. The seller can deliver the products before the delivery schedule. Delivery times are approximate and depend on the immediate receipt by the Seller of all the information necessary to carry out the work without interruption. If the delivered products do not correspond in quantity, type or price to those indicated in the invoice or shipping documentation, the Buyer must inform the Seller within ten (10) days of receipt.
(b) For Shipments that do not include export, ownership of the Products will pass to the Buyer upon delivery in accordance with Article 2(a). For export shipments from Seller`s facility or warehouse outside the United States, ownership will pass to Buyer upon delivery pursuant to Section 2(a). For shipments from the United States to another country, ownership passes to the buyer as soon as each item leaves U.S. territory, seas, and above airspace. The 1982 United Nations Convention on the Law of the Sea applies to the definition of the territorial seas of the United States. For all other shipments, ownership of the Products will be transferred to the Buyer, depending on (i) the port of export immediately after the release of the Products for export or (ii) immediately after the departure of each Item from the territorial country, seas and airspace above that of the sending country. If the Buyer arranges the export shipment, the Buyer will provide the Seller with proof of export acceptable to the competent tax and customs authorities. (c) The risk of loss passes to the Buyer upon delivery in accordance with Article 2(a), except that, in the case of export shipments from the United States, the risk of loss passes to the Buyer upon transfer of ownership. (d) If the Products to be delivered under this Agreement cannot be shipped to the Buyer for a reason for which the Buyer is responsible or received by the Buyer when they are ready, the Seller may ship the Products to a warehouse, including storage at the place of manufacture or repair, or to an agreed carrier. If the Seller stores Products, the following provisions apply: (i) ownership and risk of loss shall immediately pass to the Buyer if they have not already passed, and delivery shall be deemed to have been made; (ii) any amount otherwise payable to Seller upon delivery or shipment is due; (iii) a fee of two percent (2%) of the value of the Products will be charged to the Buyer; and (iv) if circumstances permit and after payment of all amounts due, Seller will provide Buyer with the repaired Products and Equipment for delivery. (e) Any liability of the Seller for the non-delivery of the Products shall be limited to the replacement of the Products within a reasonable time or the adjustment of the invoice for such Products to the quantity actually delivered. 3.
Cancellation of the order. The Buyer may only cancel his order with the prior written consent of the Seller, which the Seller may refuse at its sole discretion. Any cancellation is subject to the payment of a reasonable and reasonable cancellation fee to the Seller. The Buyer may only return the Products at its own expense and only with the prior written consent of the Seller, subject to replenishment costs agreed by the parties. No return of special, customer-specific or made-to-order products is allowed. No returns are permitted more than sixty (60) days after delivery. 4. Securities and Risk of Loss. Title and risk of loss shall pass to the buyer in accordance with Article 2. As security for full payment of the purchase price of the Products, Buyer hereby grants Seller a lien and security right in and to all of Buyer`s rights, title and interest in, in and under the Products, regardless of where they are located and whether they exist now or later arise or are acquired from time to time, and in all entries relating thereto and their replacements or modifications, as well as all products (including the insurance product) of the Above. The security right granted under this provision constitutes a purchase-money security right under (i) if in the United States, the Texas Uniform Commercial Code, or (ii) if in Canada, the Personal Property Security Act (Canada). The Seller has the right to submit all documents and take all measures it deems necessary to fully ensure the protection of its safety interest in the Products; However, Seller`s failure to file such a document shall in no way constitute a waiver of Seller`s right to such security.
5. Assembly/installation work. In the event that the Buyer wishes the Seller to carry out assembly/installation work, such work will be carried out in accordance with a separate agreement concluded in writing by the Buyer and the Seller, listing the conditions of such work. . . .
