Standard Terms and conditions of Sale

 1.      Preamble

Essebifil Trading LLC, New York, branch of Cadenazzo, Switzerland (“the Seller”) provides the following Standard Terms and Conditions of Sale (“Terms and Conditions”), which apply to all quotations and sales made by Seller. All purchases by customer, owner, or its agent (“Purchaser”) are expressly limited and conditioned upon acceptance of the following Terms and Conditions, and no provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement which is inconsistent with, different from, or in addition to these Terms and Conditions is accepted by Seller unless specifically agreed to in writing by the Seller.

 2.      Quotation

No order submitted by the Purchaser shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller or the Seller’s representative. Quotations may be issued by the Seller in no other way than by fax or e-mail.

All quotations are valid for a period of thirty (30) days, unless otherwise specified.

 3.      Specifications

All goods supplied by the Seller shall be in accordance with the specifications or descriptions (if any) expressly listed or set out in the Contract. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.

4.      Orders

Orders for supplies become binding upon confirmation of the order by the Seller. This will be given in writing, following clarification and acceptance of all details. Verbal or written agreements and changes to orders that have been placed likewise require written confirmation by the Seller in order to become valid. The Seller may agree in writing to the cancellation or alteration of a confirmed order if the state of the works permits. The costs arising from the cancellation or alteration of an order will be borne by the Purchaser.

5.      Prices

Except as otherwise stated under the terms of any quotation or in any price list of the seller, and unless otherwise agreed in writing between the buyer and the seller, all prices are net and given by the seller on an EX-Works basis (Incoterms 2000), exclusive of VAT and all other taxes, duties, charges, etc. and where the seller agrees to deliver the goods otherwise than at the seller’s premises, the buyer shall be liable to pay the seller’s charges for transport, packaging and insurance.

The price of the goods shall be the seller’s quoted price or, where no price has been quoted, the price listed in the seller’s published price list current at the date of acceptance of the order.
On submitting his quotation the seller feels committed to adhere to his given price for the duration of thirty (30) days.

The seller receives the right, by giving notice to the buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller (such as foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of materials or other costs of manufacture) or any change in delivery dates.

6.      Terms of Payment

The Seller will be entitled to invoice the Buyer on the date of delivery of the Goods (or, if the Buyer fails to collect or take delivery of the goods, on the date on which the goods are made available to the Buyer) and the Buyer will pay all invoices net within 30 days from the date of the invoice, unless otherwise specified.

Whatever the means of payment used, payment shall not be deemed to have been effected before the Seller's account has been fully and irrevocably credited.

In case of late payment, the Seller may, after having notified the Purchaser in writing, suspend his performance of the contract until he receives payment and be subject to interest at the rate of 1% per month on the invoiced amount.

 7.      Delivery

Where contracts provide for a single delivery, goods shall be delivered and accepted as soon as ready. Where delivery dates are quoted, the Seller will use all reasonable endeavours to meet such dates, but the delivery dates will not be guaranteed and no automatic right of Contract termination will arise as a result of late delivery.

Where goods are available before the specified delivery date, the Seller may deliver all or part of these goods. Any failure or defect in any one delivery shall not entitle the Buyer to terminate the Contract as to the remaining deliveries. Unless otherwise agreed in writing, deliveries are on an EX-Works (point of manufacture) basis as defined in Incoterms 2000 and, where the seller agrees to deliver the goods to any other address, the Buyer will pay the Seller's charges for transport, packaging and insurance.

 The agreed delivery term shall begin provided:

a)      the Contract has been concluded and any Letters of Credit, advance payments required in terms of the order confirmation have been put in place by the Purchaser

b)      Seller is in possession of all the details required for the execution of the order

c)       the Purchaser has fulfilled any other contractual obligations incumbent on it.

 8.      Packaging

Packaging of the goods (plastic bags and corrugated carton boxes) are included in the sell price.

The costs of disposable packaging (wooden pallets, cardboard etc.) shall be charged for separately by the Seller.

 9.      Transfer of Risk

Benefit and risk shall pass to the Purchaser when Seller communicates to the purchaser that the goods are at the disposal of the Purchaser. The foregoing shall also apply in the event that the delivery is carried out free of charge or that transport is organized by Seller.

10. Retention of title

Title to the Goods comprised in each consignment  shall remain vested in the Seller and shall not pass to the Buyer until the purchase price for the Goods has been paid in full and received by the Seller.

11. Limitation of Seller’s Liability

All recommendations and advice given by the Seller or its servants or agents as to the mode of storing, applying or using the goods are given without liability on the part of the Seller or its servants or agents, unless confirmed in writing by an authorised representative of the Seller. No responsibility will be accepted by the Seller for any injury, loss or damage whatsoever arising directly or indirectly from this storage, application or use where such written confirmation is not given.

It is the responsibility of the Purchaser to ensure that the good is suitable and appropriate before acceptance and final usage or resell.

12. Warranty

1) The Seller is liable only for defects in the goods, which appear under the conditions of operation provided for in the Contract and under proper use of the goods. Since the Seller has no control or knowledge under which conditions the goods are operated or stored by the Purchaser, The Seller's liability does not cover defects which are caused by faulty maintenance, incorrect erection or faulty repair by the Purchaser, or by alterations carried out without the Seller's consent in writing. Seller's liability does not cover normal wear and tear or deterioration.

 Seller shall free of charge either repair or, at its option, replace defective goods where the defects appear under proper use within 12 months from the date of delivery, provided that:

 a)      -notice in writing describing the defects complained of shall be given to the Seller within fourteen (14) days after their appearance; and

 b)      -such defects shall be found to the Seller’s reasonable satisfaction to have arisen from the Seller’s faulty design, workmanship or materials; and

 c)       the defective goods shall be returned to the Seller’s factory at the Purchaser’s expense.

 The Purchaser shall at his own expense arrange for any dismantling and reassembly of equipment other than the goods, to the extent that this is necessary to remedy the defect.

 Any repaired or replaced goods shall be redelivered by the Seller free of charge to the original point of delivery but otherwise in accordance with and subject to these Terms and conditions save that the period of twelve (12) months shall be replaced by the unexpired portion of that period only.

 Alternatively to Clause 12.1 , the Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to the Seller, or, if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue of a Credit Note in favor of the Purchaser in the amount of such price.

 Save as stipulated above, the Seller shall be free of any liability to the Purchaser whether contractual, tortious or otherwise for defects in the goods or for any loss or damage to or caused by the goods, in particular, but without limitation of the foregoing, loss of production, loss of profit and other indirect loss.  

13. Confidential Information

The Seller is obliged that all personal and company-related information such as names and addresses, telephone numbers, e-mail addresses, bank account details, product specifications, sales literature, quotations etc. shall be used only for the purpose of the business transaction and shall be kept strictly confidential and must not be made available to third parties.

14. Force majeure

Events of force majeure release the Seller from the fulfillment of his Supply obligations. In such events the Purchaser renounces claims of any kind. Instances of force majeure include, inter alia, mobilization, war, sabotage, strike, lock-out, revolution, orders from the authorities, embargo, flooding, storm, fire and other elemental occurrences as well as all other unforeseen factors such as interruption of the power supply, delayed or detective supply of raw material or breakdown of machinery or tools at the Seller’s works or at those of one of his sub-contractors. Force majeure events also include transport difficulties or delays, late availability of means of transport, traffic delays etc.

15. Applicable Law and Place of Jurisdiction