GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY (TEXPAK PVT LTD)
- General - Scope
- The General Terms and Conditions of Sales and Delivery define the rights and obligations of TEXPAK PVT LTD (the “vendor”) and of its customers (the “buyer”), and will apply to all offers, (purchase) agreements, deliveries and activities of TEXPAK PVT LTD. With placement of the order the buyer acknowledges these general terms and conditions of sales and delivery.
- These general terms and conditions of sales and delivery shall apply for the entire duration of the business relationship, i.e. for subsequent transactions as well. These general terms and conditions of sales and delivery need only be provided once.
- Deliveries are made and services are carried out by TEXPAK PVT LTD only on the basis of the following GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY, if the parties do not agree otherwise in writing. Any and all terms and conditions – including those of the buyer -, if not explicitly accepted by TEXPAK PVT LTD in writing are not binding for TEXPAK PVT LTD, even if not expressly rejected, and shall be deemed inapplicable.
- In the event any provision of the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY shall be held to be entirely or part wise invalid, the validity of the remaining provisions of the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY and the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY as such shall remain unaltered in force.
- Conclusion of the contract, offers
- Offers are only binding when they are submitted in writing and when they are explicit specified as binding.
- The conclusion of a contract becomes effective upon our written confirmation of an order or upon otherwise expressly confirmed in writing.
No variation or purposed variation of a term of this or any contract shall bind TEXPAK PVT LTD unless first agreed in writing.
For the purpose of these GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY, “in writing” includes all communication between vendor and buyer by means of e-mail.
- Delivery period and acceptance
In the absence to the agreement to the contrary, the period of delivery begins at the latest of the following moments:
- Date of confirmation of the order;
- Date of fulfillment of all technical, commercial and financial requirements on the part of the buyer;
- Delivery dates given in the order confirmation and/or written correspondence are estimated delivery dates and nonbinding unless otherwise confirmed in writing.
- The delivery date is met when the products are declared to be ready for delivery. If and in so far the goods fail to be dispatched at the agreed time for reasons not attributable to TEXPAK PVT LTD, the delivery time shall be considered to have been met at the day on which the goods are notified to be ready for dispatch.
- Partial deliveries are allowed.
- Delivery dates may be extended by an appropriate period for any case beyond the vendor’s control making it impossible to meat performance deadlines. Examples are government intervention, riots, wars, natural disasters, shortages of energy or raw materials, strikes, lockouts, lack of means of transportation and so on. It is expressly agreed that no such force majeure event beyond either party’s control may relieve the buyer from its primary obligation to make timely payments to the vendor in accordance with the contract. TEXPAK PVT LTD shall inform the buyer without delay and ensure that any inconvenience for the buyer is kept to a minimum.
- Prices and conditions of payments
- Prices are always stated as net amounts, excluding taxes and other charge, for packed products placed at the buyer’s disposal on TEXPAK PVT LTD’s premises. All costs of shipping (surface, maritime or air), placing on board, insuring, etc. will be as per agreed terms. The buyer will pay for all rights, taxes and other official charges, as well as the duties and expenses for customs. Generally, and notwithstanding anything to the contrary, the order price and/or the delivery period included in the order shall be adjusted as a result of an increase or decrease in costs and/or of extension or reduction of the time schedule, due to the execution of any new law or regulation or of any change in existing laws and regulations which occur after the bid due date or change in the interpretation of any applicable law or regulation of any governmental or other authority.
- Prices are subject to adjustment by the vendor so as to take into account unforeseeable variations, e.g. in the costs of materials, energy and labor occurring between the date of the last offer and the contractual delivery date. The buyer hereby recognizes and acknowledges this fact, and that such price adjustments are valid without its prior agreement. TEXPAK PVT LTD will insofar as possible inform the buyer within a reasonable time, of its intentions to make price adjustments.
- Payments have to be made according to the agreed payment conditions. Deductions or discounts require a special agreement. Payments are deemed to have been made at the time in which they are received in TEXPAK PVT LTD’s business account.
- Complaints which have not been integrally closed are no cause for a delay in payment.
- The vendor reserves the possibility of assigning its receivables to a collection or factoring agency.
- Cancellation - termination
- Delay in delivery, nonobservance of a procedure or any cause beyond the vendor’s reasonable control, such as one attributable to a third party, which makes it impossible for the vendor to fulfill its contractual obligations, shall be deemed to justify neither a request for any sort of compensation, nor the cancellation or termination of all or part of an order by the buyer.
- The vendor shall have the right to terminate the contract if the buyer is in bankruptcy-, insolvency-, or liquidation proceedings, or in the event a significant change occurs in the buyer’s legal circumstances undermining its solvency. However, termination of a contract shall not reduce the buyer’s debts to the vendor.
- If the buyer, for its own reasons, unilaterally cancels or terminates all or part of an order, he shall immediately pay to the vendor financial compensation equal to 25 % of the canceled part of the order. Said compensation is intended to cover damages related to production capacity reserved for the order, the consequent loss of commercial opportunities and administrative costs, without affecting the vendor’s right to prove and claim further damages.
- Protected rights
- Where work pieces are manufactured according to the ideas, proposals, models, drawings or samples of the buyer, the buyer gives a guarantee that no protected rights of third parties are infringed. In any legal proceedings in connection with claims for compensation of infringement of patent rights, trademark rights, protection of designs, trade secrets or proceedings protected by copyright, the buyer will release the vendor from all claims of third parties and resulting costs and will participate in legal proceedings if the vendor asks him to do so.
- Notice of defects
- A warranty claim shall be subject to the provision that the buyer has given commercially reasonable written notice of the defects by including a specific description of the nature of the defect. At request of the vendor, the buyer is obliged to send samples of the defective products at its costs. For products produced on the basis of drafts, or drawings or ideas of the buyer, the warranty of the vendor is limited to the fact that the product is designed and manufactured in accordance with the written agreed instructions or in accordance with the pattern released by the buyer. Warranty for the efficiency, operability and warranty of fitness of the products for the specified usage mentioned by the buyer is excluded.
- Any dispute about quality, delivery or any complaint shall not entitle the buyer to suspend payment.
- Returning defective goods – samples excluded – is not admitted without prior written approval of the vendor. In case goods are nevertheless returned, all resulting costs caused to the vendor are to be reimbursed.
- For any claim raised and accepted, the vendor will either reduce the price, or replace the defective products or return the purchase price, whichever is preferable to the vendor. The vendor is only liable subject to mandatory law, currently for act of gross negligence and intent. Other claims of whatever nature under whatever title, in particular claims for compensation of indirect damage or consequential damages, lost profit or several losses, which arise by the buyer or a third party are expressly excluded
- Product liability
- Claims by the buyer or third parties under the heading “product liability” in accordance with the product liability law, are excluded, unless those entitled to compensation prove that the fault was caused within our sphere of responsibility, and that is at least caused by serious negligence or intent.
- Legal succession and assignment
- Orders are binding for the legal successor of the buyer or the vendor. The rights and obligations as determined in the contract and the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The above will not apply in case of assignment to the legal successor(s) of either party. Such an assignment will be valid upon the notification of other party in writing.