1. Scope ofApplication
Our contracts are exclusively governed by the terms and conditions stated in our sales confirmations and by our following General Sales Terms and Conditions. We herewith explicitly object to deviating or conflicting General Purchase Conditions of our Buyer, unless otherwise explicitly agreed in writing.
2. Offer andAcceptance
Our offers are non-binding. Orders from our Buyer shall not be binding on us until the earlier of our sales confirmation or our delivery.
3. Prices andPayment
3.1 The purchase price is payable without any deduction by the duedate.
3.2 In the event of delayed payment, the Buyer shall pay interest from the date of maturity to definite receipt of payment at a rate of (applicable to the currency in which this purchase order is invoiced) 24 percentage points above the discount rate of the central bank of the country of the invoiced currency at the time the payment isdue.
3.3 In the event of any reasonable doubts concerning the Buyer’s ability to pay and particularly if a default in payment has already occurred, we shall be entitled – without prejudice to any other rights – to revoke any credit terms granted and to demand payment in advance or sufficientcollateral.
3.4 Set-off or retention with counterclaims other than those that are not disputed by us or are confirmed by final court decision shall beexcluded.
3.5 Regardlessoftheplaceofdeliveryofgoodsordocuments,theplaceofpaymentshallbe our place ofbusiness.
3.6 Payment : As per offer & in event of late payment, interest penalty will be applicable @ 24% per year on a computed basis.
3.7 Transit Shortage allowance of 0.5%, shortages excluding and above allowed shortage shall only be deducted.
3.8 Buyer shall be sole responsible for holding all the applicable license/NOC for handling related petroleum products.
3.9 Supplies will be put on hold and order shall be subject to cancellation on non-receipt of due payments, cost of legal proceedings are to the buyer's account.
3.10 Material shall be dispatched without buyer's confirmation if intentionally delayed by buyer.
3.11 Quality disputes shall be raised before unloading of material, in event of quality issue - third party survey will be appointed, the entire cost shall be paid by the party against whom the test results are issued.
3.12 War risk & Force majeure clauses shall be applicable wherever necessary avoiding us to perform the contract & its obligations.
4. Delivery
4.1 Delivery shall be effected 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.
4.2 In the event of delayed delivery on our part, the Buyer shall be obliged to grant a reasonable period of grace which shall be mutually determined by the Buyer andUs.
5. ProductQuality
5.1 Unless otherwise agreed explicitly in writing, the quality of the goods is exclusively determined by our productspecifications.
5.2 The properties of specimens and samples are binding only insofar as they have been explicitly agreed in writing to define the quality of thegoods.
5.3 Quality and shelf-life data as well as other data shall constitute a guarantee only if explicitly agreed and designated as such inwriting.
6. Advice
6.1 Any advice rendered by us is given to the best of our knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve the Buyer from analyzing and testing thegoods.
6.2 Technical and chemical specifications are no warranty or guarantee for the specific application of thegoods.
7. Retention of Title
7.1 Simple retention of title : Title to the goods delivered shall not pass to the Buyer be fore the purchase price has been paid infull.
7.2 Right of access and disclosure : At our request, the Buyer shall provide all necessary information on the inventory of goods owned byus and/or shall identify our title to the goods and their packaging or storage tank for goods supplied inBulk.
7.3 Late payment:In the even to flate payment by the Buyer, we shall been titled–without rescinding the sales agreement and without grantinga period of grace-to dem and the temporary surrender of the goods owned by us at the Buyer'sexpense.
7.4 Partialwaiverclause: Should the value of the securities exceed our claimsby more than 15%, we will waive securities of our choice to thisextent.
7.5 Expanded retention of title: If the Buyer has paid the purchase price for the goods delivered but not yet completely fulfilled other debts arising from his business relationship with us, we shall retain, in addition, title to the goods delivered until all such outstanding debts have been completelypaid.
7.6 Retention of title with process in gclause:If the Buyer processes the goods delivered by us,we shall be considered manufacturer and shall directly acquiresole title to the newly produced goods. If the processing involves other materials, we shall directly acquire joint title to the newly produced goods in the proportion of the invoice value of the goods delivered by us to the invoice value of the othermaterials.
7.7 Retention of title with combination and blending clause: If the goods delivered by us are combined or blended with material owned by the Buyer and such material has to beconsideredthemainmaterial,itisdeemedtobeagreedthattheBuyershalltransfer to us the joint title to such main material in the proportion of the invoice value of the goods delivered by us to the invoice value (or, if the invoice value cannot be determined,tothemarketvalue)ofthemainmaterial.TheBuyershallholdincustody for us any sole or joint ownership originating therefrom at no expense forus.
7.8 Extendedretention of title with blanketassignment:In the ordinary course of business, the Buyer shall have free disposal of the goods own edbyus,provided the Buyer meets his obligations under the business relationship with us in due time. When concluding the sales agreement with us, the Buyer already assigns to us all claims in connection with the sale of goods to which we reserve the right of retention of title; should we have acquired joint title in case of processing, combination or blending, such assignment to us shall take place in the proportion of the value of the goods delivered by us with retention of title to the value of the goods sold by the Buyer. The Buyer already assigns to us any future confirmed balance claims under current account agreements in the amount of our claims outstanding when concluding the sales agreement withus.
7.9 Right of access and disclosure: Furthermore, at our request, the Buyer shall provide all the necessary information on the claims assigned to us and notify his customers of the assignment of the claims tous.
8. Defects
8.1 The Buyer is required to inspect goods promptly after delivery and to give notice in writing of any defect, false delivery or deviation in quantity or quality immediately but not later than 1 (one) day after delivery. Delivered goods are deemed accepted if no writ ten complaintismade. Defects that could not bedis covered during inspection after delivery must be notified in writing immediately but no later than 3 days after discovery.
8.2 In the case of timely and justified complaints, the warranty claims of the Buyer are initially limited at ourdiscretion.
8.3 The filing of a complaint or any other claim does not release the Buyer from his obligation ofpayment.
8.4 We do not warrant or guarantee that the product is free from patents or other intellectual property rights of thirdparties.
8.5 The Buyer’s claims for defective goods become time-barred 3 days after receipt of our products, notwithstanding any statutory provisions for a longer limitationperiod.
9. Liability
We shall be generally liable for damages in accordance with the law and according to the terms of insurance cover governing all eventualities. We shall not be liable in the event of a simple negligent violation of no fundamental contractual obligations. We shall not be liable for any damage to life, body or health and immovable property or assets.
10. ForceMajeure
To the extent that any incident or circumstance beyond our control (including natural occurrences,war,strikes,lock-outs,shortagesofrawmaterialsandenergy,obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government (including imposition of sanctions etc.)) reduces the availability of goods from the plant from which we receive the goods, meaning that we cannot fulfil our obligationsunderthiscontract(takingaccountofothersupplyobligationsonapro-rata basis),weshall(i)berelievedfromourobligationsunderthiscontracttotheextentwe are prevented from performing such obligations and (ii) have no obligation to procure goods from other sources. The first sentence also applies to the extent that such incident or circumstance renders contractual performance commercially useless for us over a long period or occurs with our suppliers. If the occurrences last for a period of more than 2 (two) months, we shall be entitled to rescind the contract without the Buyer having any right tocompensation.
11. Miscellaneous
11.1 The place of jurisdiction for any dispute arising out of the purchase order or in relation to the terms and conditions of the purchase order shall be Mumbai,India. However,we shall be entitled to sue the Buyer at his place of business.
11.2 The purchase order and the terms and conditions shall be governed by the laws of India, subject to any conflict of laws, and United Nations Convention on Contracts for the International Sale of Goods(CISG).
11.3 If a provision of these foregoing General Sales Terms and Conditions is or becomes legally invalid, the validity of the remainder of the provisions shall not be affected thereby.