| General purchasing terms 1. General The Supplier acknowledges our General Purchasing Terms in their last version (shown in our website and it can be sent upon request) shall be the basis for all present and future contracts for the purchase of goods and/or services between the Supplier and ChemSwiss Ibérica S.L. (Purchaser). Deviations from these General Purchasing Terms - in particular the applicability of the General Sales Terms of the Supplier - require our explicit written confirmation. 2. Orders Only written orders (by letter, fax or e-mail) are valid. Oral agreements, additions and changes as well as those made by telephone must be confirmed in writing by us in order to be valid. Deviations from our order terms, including price and currency reservations, are only valid after our written confirmation. Interpretation of delivery clauses is in accordance with the INCOTERMS of the International Chamber of Commerce Paris in their currently valid version provided nothing to the contrary has been agreed to in writing. Confirmation of our order must be submitted in writing within 10 days. The absence of the same is deemed as acceptance of our order at the conditions contained therein. Transferring a part or the whole of our order to third persons is only allowed with our written agreement. All additional expenses that arise due to the nonobservance of our instructions or by deficient deliveries are at the cost of the Supplier. In the case of contract manufacturing, copyrights to all documentation such as plans, sketches, calculations that are given to the Supplier before or after execution of the contract remain with us. The Supplier shall use such documentation exclusively for the purpose of carrying out our order. Without our prior written consent, it is not entitled to manufacture products for third persons based on such documentation nor to copy, duplicate or in any other manner inform third persons about such documentation who are not directly authorized by the Supplier with the carrying out of the order or a part of it. Publications for advertising purposes in which ChemSwiss is mentioned may only be used with our written agreement. 3. Shipment/Delivery The goods must be examined before shipment for their qualitative and quantitative conformity with our order. The examination should be confirmed by a product analysis certificate. For shipments to various delivery locations, we require separate shipping notices, shipping documents, delivery receipts, certificates of origin, product certificates and invoices. Shipping notices, shipping documents, product certificates and invoices should be forwarded to us in copy per fax at the latest 2 workdays after shipment. The originals should be sent to us by express mail or messenger at the latest within 2 workdays. In the event the required documents are not available for a shipment, the goods are stored until their receipt for the account and at the risk of the Supplier. Partial deliveries and advance deliveries are not possible without our express consent. The delivery dates agreed upon in the order are binding. The Supplier is fully liable for damages, which result due to delays in delivery. In the event of failure to meet the delivery dates, we are in particular entitled to fix a grace period. After the expiration of such without satisfaction, we are entitled to decide if to insist on performance or to annul the entire order with full costs. 4. Transport The transfer of benefit and risk occurs, provided nothing otherwise has been explicitly agreed upon in writing, after arrival of the delivery at the agreed upon place of destination/place of performance or when acceptance is required there, after its completion. Provided nothing otherwise has been explicitly agreed upon, all transport costs, taxes, fees and customs duties in the delivery and transit countries will be born by the Supplier. Dangerous goods transports must be packaged, labeled and declared in accordance with the applicable statutory provisions for the respective transport carrier. The Supplier must strictly follow our special instructions for packing and transport in accordance with the order (e.g. for cold and frozen transports). In the event these obligations are not fulfilled, the Supplier is fully liable for the costs and damages resulting therefrom and must release us in the case of litigation. |
6. Complaints The Supplier may not make any changes in the composition/specifications or manufacturing process of the products ordered from the time of the definitive order until delivery. In addition, the Supplier shall give notice in writing of any such changes at the latest before confirmation of the next order. The Supplier fully guarantees for quality and fitness for the intended use of all deliveries during two years after delivery to the place of destination (most often place of receipt of our customer), even always subject to the product shelf-life. In any case, the Supplier shall assure that at the moment of the delivery, product should never have spent more than one third of its shelf-life. If there are based arguments, we are entitled during the entire guarantee period to request replacement or improvement. In urgent cases the right exists to take measures to remove the defect without an additional time period at the cost of the Supplier. If Supplier it's found responsible of a fault, the Supplier will be fully liable for damages (including consequential damages). If an aggrieved party claims against us for damages based on product liability law, and it cannot be proved that we were the cause of the defect, the Supplier shall hold us fully harmless for any liability vis-à-vis the aggrieved party. The Supplier is obligated to take out adequate product liability insurance and to provide us at any time proof thereof upon request. |
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