GENERAL PURCHASE CONDITIONS
1. DefinitionsThere are the following definitions in our terms and conditions (further – the Conditions):
The CUSTOMER – Seldekspo SIA, or other parties referred to in the conditions, purchasing the goods or services;
The SUPPLIER – the company (or any other type of the legal entity) person who sells goods and/or services to the Customer;
The AGREEMENT – the contract entered into with the Customer (or to be entered into) including all the offers and orders related to it;
The PARTY - Customer and/or Supplier, together called the PARTIES;
The PERFORMANCE - the delivery of goods and/or services under the Agreement and the regulations, (safety) instructions, specifications, etc. related to it;
The ORDER APPROVE or the ORDER CONFIRMATION - The Customer’s approve of the Agreement, or a part thereof, made in text;
The PRICE: price agreed by the Parties that the Customer have to pay under the Agreement.
2. Applicability
These Conditions are applicable to all the Agreements made between the Parties. The General Terms and Conditions of the Supplier are not appliable. The additional positions and amendments to these Conditions can only be agreed by the Parties in text form.
3. Agreement
The Approve of Order is being considered by the Supplier and Customer and all the third parties as the confirmation of the Agreement between the Parties.
4. Price & Payment Conditions
The price is fixed, unless the possibility of revision has been agreed in the text. The price is without VAT and is based on the terms of delivery with payment of duty to the agreed place of delivery. Payment of the Price must be made within the date specified in the invoice, unless otherwise specified in the text, and provided that the invoice and all relevant documents, such as weighing and testing certificates, have been received and approved by the Customer. The Customer has the right to suspend payment of the Price until he approves the Execution in accordance with the provisions specified in Article 6 of these Conditions. Payment of the Price releases the Customer from all his obligations to the Supplier in respect of Performance. Payment of the Price is not a confirmation by the Customer that the Work has been done properly. The Customer has the right to offset the Price with any funds due to the Supplier to the Customer. The supplier has no right to set-off.
5. Delivery
The Agreement is subject to the Incoterms 2010 of the International Chamber of Commerce, Delivery Duty Paid (DDP) to the place of delivery referred to in the Confirmation of Order. Delivery is carried out in accordance with the Order Confirmation, except in cases of force majeure. If either Party finds itself in a force majeure situation, it must notify the other Party as soon as possible. If the Supplier does not fulfill its obligations under the Agreement or does not do it properly, it is obliged to reimburse the Customer for all direct and indirect damages incurred as a result, including all (additional) legal costs, except in the case of force majeure. The Supplier is obliged to manage the transportation of the goods to be delivered with the help of the required (transport) documents that confirm at least the following:
- the identity of the Supplier;
- the weight of the goods delivered;
- the composition and description of the goods delivered;
- the place of origin of the goods delivered;
- the place of destination.
- accept it at a price to be calculated under the terms of the Agreement;
- accept it at the related, current LME price;
- refuse it.
6. Quality
Inspection, testing and/or sampling may be carried out during or after delivery, in an industry-standard manner, by persons or bodies designated by the Customer for this purpose. To this end, the Supplier must provide access to the places of production or storage of goods, assist in carrying out the necessary inspections, tests and sampling, as well as provide the necessary documentation and information at its own expense. The costs of inspection and/or testing are paid by the Supplier. Verification does not release the Supplier from his obligations to deliver in accordance with the Agreement and does not exclude subsequent refusal. The Supplier's liability for defects in the delivered goods remains in force, even if these defects do not appear until the moment of processing, subsequent delivery or use of the goods. In case of refusal, the Customer is obliged to notify the Supplier of this with an indication of the reasons. Without prejudice to the right of the Customer (in whole or in part) to terminate the Contract, the Supplier is obliged to repair and/or replace (in whole or in part) the rejected goods within a reasonable time set by the Customer, at his request. The costs and possible damage as a result of this are paid by the Supplier. If the Supplier is unable to repair and/or replace the relevant goods within the prescribed period, the Customer has the right to take measures at the expense and risk of the Supplier.
7. Supplier’ s Guarantee
The supplier guarantees:
that the delivered goods fully comply with the specified specifications, dimensions, weight and quantity, and the delivered goods do not contain:
- explosive and flammable substances;
- material with the inclusion of air or moisture;
- chemical pollution;
- nuclear pollution;
- undesirable metals or non-metallic attachments, as well as other undesirable impurities, such as soil, etc.;
- substances that pose a danger to public health
The Customer has the right to refuse if He knows or suspects that one or more of the above-mentioned contaminants are present. The supplier is obliged to take possession and export the relevant goods at his own expense and at his own risk. The Supplier is responsible for any damage caused to people and property as a result of the presence of the above pollution. The Supplier must take out proper insurance against the liability specified above and, if desired, allow the Client to familiarize himself with the policy.
8. Ownership of the Goods
Ownership of the delivered goods passes to the Customer from the moment of his approval of delivery. Until then, the product remains at the risk and full responsibility of the Supplier.
9. Applicable Law, Dispute Resolution
This Agreement is governed by the law of the Republic of Latvia. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable. Disputes arising in relation to this Agreement performance, including disputes about the existence and validity thereof, shall exclusively be settled by the Court of the Republic of Latvia.
The Supplier is not entitled to transfer his rights and obligations ensuing from an Agreement toa third party.
GENERAL SALE’S TERMS AND CONDITIONS
1. Definitions
There are the following definitions in our terms and conditions (further – the Terms):
The SELLER – Seldekspo SIA or its affiliated companies;
The CLIENT – the company (or any other type of the legal entity) who buys goods and/ or services from the Seller;
The Agreement – the contract (to be) entered into with the Client, including offers and orders related to it;
The PARTY - Client and/or Supplier, together called the PARTIES;
The PERFORMANCE - the delivery of goods and/or services under the Agreement and the regulations, (safety) instructions, specifications, etc. related to it;
The ORDER APPROVE or the ORDER CONFIRMATION - The Client’s approve of the Agreement, or a part thereof, made in text;
The PRICE: price agreed by the Parties that the Client have to pay under the Agreement.
2. Applicability
The Terms apply to all offers made by the Seller for all Agreements regarding the sale and/or delivery of goods, services and/or advices by the Seller. By placing an order, the Client accepts these Terms, thus excluding all other conditions.
3. Offers & Orders
All offers are made without any obligation, unless expressly stated otherwise in writing. Orders are confirmed by the Seller in writing by means of an Order Confirmation or, otherwise, an invoice.
4. Prices
Our prices are ex works and exclusive of packaging, unless agreed otherwise in text. All prices are based on cost factors, taxes, tariffs, and the like in effect at the time of the offer and/or order confirmation. Changes to it before the completion of delivery intitles the Seller to shift these additional costs and/or withdraw the offer or partially or completely declare the Agreement invalid, and all this without judicial intervention or obligation to pay compensation.
5. Delivery
Delivery is carried out on the date or time specified in the order confirmation. The Seller has the right to deliver the goods in consignments. In cases where it is generally accepted practice, the Seller can deliver 10% more or less than indicated in the order confirmation and charge an appropriate fee. If the Client has not accepted the delivery of the goods on the agreed date, the goods must be stored at the expense and risk of the Client. If, in the Seller's opinion, the information necessary to fulfill the Agreement was not received by him on time, the Seller, agreeing with the Customer, has the right to set a new delivery date and revise the price or cancel the Agreement. Failure by the Seller to comply with the agreed delivery dates does not constitute a violation of the contract on the part of the Seller and does not give the Client the right to partially or completely cancel or terminate the Agreement and/or claim compensation for damage or losses incurred by him or third parties. Delivery is carried out by ex works, unless otherwise specified in the Order Confirmation. Commercial terms should be interpreted in accordance with the explanations of the lncoterms 2010. If and to the extent that the terms of lncoterms differ from the Order Confirmation, the latter shall prevail.
6. Reservation
All goods (which have yet to be delivered) remain the exclusive property of the Seller until all (future) claims of the Seller to the Client, regardless of the reason, are fully paid. As long as the ownership of the goods has not been transferred to the Client, he has no right to mortgage these goods, transfer ownership of them as security or grant any other rights to them to third parties, except as part of the normal activities of his business. The Client is obliged to store the delivered goods, provided that the ownership rights are preserved with the necessary care and as the recognized property of the Seller. If the Client does not fulfill his payment obligations or is experiencing financial difficulties, the Seller has the right to return the delivered goods, provided that the ownership rights remain with the Customer. This should not prejudice any other rights of the Seller.
7. Complaints
Complaints about the volumes or quality that may be detected during a standard inspection must be reported to the Seller in writing within two (2) days from the date of delivery. Complaints about issues that cannot be detected during a standard inspection must be reported to the Seller in writing within seven (7) days from the moment of detection. Any right to file a complaint is lost if:
- complaints are not applied within the prescribed period;
- The Seller is not given the opportunity to investigate the validity of complaints on the spot or organize it;
- products continue to be used.
Return shipments are accepted exclusively by the Seller, subject to prior written consent. Complaints never give the Client the right to postpone any part of the Seller's claim that does not relate to the complaint, or to claim compensation in respect of any claim against him.
8. Liability
The Seller may be held liable by the Client only in case of alleged non-fulfillment of the Agreement, provided that an immediate and written notification of non-fulfillment is sent by registered letter from the Client to the Seller for this purpose. The Client must specify a reasonable time in his notice of default (at least 15 days) so that the Seller can take corrective actions and ensure proper execution. The Seller can be held liable by the Client only if he has not fulfilled his obligations after this period, and, in addition, non-fulfillment of obligations is explicable.
Any claims against the Seller regarding the violation of the Agreement are terminated after three months from the moment when the Client should have reasonably discovered the violation. The Seller can never be held liable by the Client for indirect damages, regardless of their basis. Indirect damages are implied, including environmental damage, damage caused and damage resulting from lost profits.
The full liability of the Seller is limited to compensation of direct damage, directly related to the performance of the Agreement and further subject to the maximum amount invoiced to the Client within the framework of the performance of the Agreement.
The Client shall indemnify the Seller against claims of third parties caused by the performance of the Agreement, if the mentioned third parties claims are not specified by these general terms and conditions.
9. Payment
Payment must be made within ten (10) days from the invoice date, unless otherwise specified in the Order Confirmation. All payments must be made without any discount or set-off. The payment is considered as made on condition that the Seller received confirmation of the payment credited to one of his accounts. The Seller has the right to charge 0,05% interest per day or part of it for overdue payments.
10. Agreement Suspension
If the Client does not make any payments, the Seller is not obliged to continue to fulfill the Agreement. In addition, the Seller may cancel the Agreement without a trial, without prejudice to the Seller's right to demand compliance and/or the Client's obligation to reimburse the Seller. The Client is obliged to provide security for the payment of the sale Price, freight and other expenses, to the satisfaction of the Seller, also when the Agreement has already been concluded. Until this security is provided, the Seller is not obliged to continue to fulfill the Agreement. In addition, the Seller may declare the Agreement terminated without a trial, without prejudice to the Client's obligation to fulfill his part of the Agreement or compensate the Seller for losses.
11. Applicable Law, Dispute Resolution
All offers and Agreements to be made are governed by Dutch law only. Any disputes arising from offers made by the Seller or Agreements entered into shall solely be settled by the competent court of Rotterdam in the Netherlands, on the understanding that the Seller can commence proceedings through a competent court elsewhere, at its discretion.
Provisions that varying from these general terms and conditions are subject to extra confirmation by the Seller in writing. In this case, the remaining provisions of these general terms and conditions continue to apply in full.