1.Scope of application
1.1 All offers, sales, deliveries and services of RO-International. (hereinafter referred to as "Supplier") are solely based on these Terms and Conditions of Sale and Supply. Conflicting or deviating terms and conditions of Customers are not recognized, even if the Supplier unconditionally supplies the Customer in awareness of the Customer's conflicting or deviating terms and conditions. Deviations from these Terms and Conditions of Sale and Supply are valid only when confirmed by the Supplier in writing.
1.2 These Terms and Conditions of Sale and Supply also apply to all future transactions of the same kind with the same Customer, without specific further agreement being required.
2.Offer and conclusion of contract
2.1 The Supplier's offers are always subject to confirmation, unless expressly otherwise stated. Cost estimates are non-binding. Unless otherwise agreed, offers or cost estimates are provided free of charge.
2.2 A supply contract comes into existence only upon written confirmation of the Supplier. Any changes, amendments or side agreements also require written confirmation of the Supplier.
2.3 The documents relating to the offer, including but not limited to illustrations, drawings, or details on weight and measurements are approximations only, unless being expressly marked as binding.
2.4 The Supplier reserves all ownership and copyrights to illustrations, drawings, cost estimates, offers, calculations and other documents. These must not be made available to any third party without express prior written consent of the Supplier.
3. Purchase Price, Payment and cancellation of order
3.1 Unless otherwise agreed, the Supplier's prices apply for goods with pallet packing and Freight with insurance cost till agreed port of customer and supplier. Any change in destination after order placement is not possible.
All the local taxes, transport and freight insurance (CIF) are inclusive in cost.
Local taxes, custom and transportation in customer’s country are extra and paid by customer.
3.2 If order is placed with FOB cost, all the expanses after landing of origin port have to be paid by customer, which contains, Freight, insurance, local taxes, custom and transportation of customer’s country etc.
3.3 Unless otherwise agreed, payments are due in full/half or as per written agreement between supplier and customer, free of costs for the Supplier, and have to be affected as follows:
All payments by letter of credit or by bank guarantee.
100% payment against Bill of landing in India.
If Payment is after delivery, then a latter of credit of authorised bank has to be provided by customer, to supplier free of cost.
3.4 Bills of exchange or cheques are always accepted only on account of performance. All discount and bill charges are to be borne by the Customer.
3.5 For payments by letter of credit, the regulations issued by the ICC on "Uniform Customs and Practice for Documentary Credits" shall apply in the applicable version as amended from time to time.
3.6 After dispatching the materials, customer cannot cancel the order. Cancelling of order is only possible before dispatching the materials. After placing the order, dispatching takes 2 weeks’ time.
3.7 Exchange of material is only possible, if customer is ready to pay the transportation charges till origin country. In case of wrong delivery, the transportation cost will be paid by supplier.
3.8 The Customer is not entitled to set-off, retention or reduction, unless its counterclaims are either not disputed by the Supplier or have been established by final and non-appealable judgment. The same applies also in the case of an assertion of claims based on liability for defects.
3.9 If the Customer defaults on payment, the Supplier shall be entitled to claim default interest. The default interest rate for the year amounts to eight percentage points above the base rate. The base rate changes per each 1 January and 1 July of a year by the percentage points by which the reference base has increased or been reduced since the last change of the base rate. The reference base is the interest rate for the most recent principal refinancing transaction of the European Central Bank before the first calendar day of the relevant half year. The Supplier may assert higher default damage when providing proof. However, the Customer is entitled to prove that the damage incurred as a result of the default in payment was lower.
4.0 If the Supplier becomes aware of circumstances that call the Customer's creditworthiness into question, then all deferred claims shall be immediately fall due and payable. Furthermore, the Supplier may in such case request advance payment or provision of security.
4.1 Products will be delivered through sea freight with pallet packing in a container, till customer’s port. After landing at customer’s port under CIF delivery condition, customer is responsible for custom, local taxes and transportation from port to his address. All the local charges in customer’s country have to be paid by customer.
However, under FOB, the supplier responsibilities end after landing the material on origin port.
4.2 Delivery dates are in each case separately agreed. The commencement and compliance with agreed delivery periods requires that a Customer fulfils its cooperation obligations, in particular the timely provision of all materials, documents, permits, releases and tests to be provided by the Customer, the compliance with the agreed terms of payment, in particular payment of any advances agreed or opening of a letter of credit by the Customer. If these requirements are not timely and properly fulfilled, the delivery periods shall be reasonably extended, at least however by the time of the delay; this does not apply if the Supplier is solely responsible for the delay.
4.3 The compliance with the delivery period is subject to the condition that the Supplier itself receives correct and timely delivery from its own suppliers.
4.4 in case of FOB, the delivery period has been complied with when the delivery item has left the Supplier's port, or if readiness for dispatch has been notified.
In case of CIF, the delivery period has been compiled with delivery of materials on customer’s sea port or harbour.
Supplier is not responsible for any delay in freight.
4.5 Delays in delivery and performance due to force majeure and due to events which substantially impede or prevent delivery, including but not limited to war, terrorist attacks, import and export restrictions, strike, lock-out or orders by the authorities, even if they relate to the Supplier's own suppliers or sub-suppliers, shall prolong the agreed delivery periods by the duration of the delay in delivery and performance, plus a reasonable start-up time. If possible, the Supplier will inform the Customer about the start, end and expected duration of the aforementioned circumstances.
4.6 In case of a default on the part of the Supplier, the Customer shall grant the Supplier a reasonable additional period for performing the contract.
4.7 If the Supplier is in default and the Customer as a consequence suffers any damage, the Customer shall be entitled to request a lump sum default compensation. Such compensation shall amount to 0.5% for each full week of delay, but in total to maximum 5% of the value of that part of the entire delivery which cannot be used in time or according to contract due to the delay. Any additional claim for damages based on default shall be excluded.
If in consideration of the statutory exceptions the Customer twice grants the defaulting Supplier a reasonable period for performance, and if the last period granted is not complied with, then the Customer shall be entitled to withdraw from the contract within the scope of the statutory regulations.
5.Passing of risk, transport, default of acceptance
5.1 The risk passes to the Customer when the delivery items have been landed to customer’s port, also in case that partial deliveries are made or the Supplier has additionally agreed to other performance, e.g. payment of the shipping costs. Insofar as acceptance is required, it shall be authoritative for the passing of risk. The Customer is not entitled to refuse acceptance in the event of a minor defect. If the container leaves the origin port, the customer has to accept the container in his country.
5.2 The supplier is not responsible for delay in Freight.
5.3 If dispatch is delayed or omitted due to circumstances not attributable to the Supplier, the risk shall pass to the Customer as from the day of notification of readiness for dispatch or acceptance.
5.4 At the Customer's request and expense, the Supplier will insure the consignment against risks of transport.
5.5 If the Customer is in default of acceptance or violates any other cooperation obligations, then the Supplier shall be entitled to request compensation for the damage incurred, including any additional expenses, in particular the costs incurred by the delayed acceptance of delivery.
5.6 As far as any commercial clauses such as FOB, CFR, CIF, etc. are used, these shall be construed according to the applicable Incoterms of the ICC as amended from time to time.
6.Retention of title and other securities
6.1 The Customer undertakes to take out an insurance, ex works, at replacement value, including all ancillary costs, covering all risks including fire, damage by the elements, vandalism, theft, transport, improper handling, user errors, accident, etc., and to maintain such insurance, depending on the individual case, until full transfer of title, until full payment, until return of or final takeover of the delivery item and the replacement device to the Supplier and the Customer, respectively. The Customer furthermore undertakes to insure the operational risk involved in the delivered item for the same period, at its own expense (liability insurance). The Customer undertakes to submit corresponding proof to the Supplier before the provision of the delivery item, i.e. upon delivery ex works (clause 4.3). The Supplier is entitled to refuse delivering the goods until corresponding proof has been submitted. The Supplier is furthermore entitled to insure the delivery item itself and to charge any costs on the Customer. The Customer already here and now assigns its current and future rights and claims against its insurer under the insurance relationship to the Supplier. The Supplier hereby accepts such assignment. The rights become extinct at the point of time when the goods ultimately pass into the ownership of the Customer, and the purchase price has been fully paid.
6.2 In case of attachments, seizures or other access by third parties to items or claims to which the Supplier has security rights, the Customer shall without undue delay notify the Supplier and provide support in the assertion of the Supplier's rights. The costs of any judicial or extrajudicial interventions are to be borne by the Customer, as far as no reimbursement can be obtained from the third party.
6.3 The petition for the opening of insolvency proceedings against the Customer's assets entitles the Supplier to withdraw from the contract with immediate effect and to request immediate return of the delivery item on his expences.
7.Liability for Defects
7.1 All the items under export law are delivered with Quality check report of supplier’s company. If any defects in materials are found, it will be replaced before the leaving of consignment of origin port. Any damage in sea transportation is covered by Freight insurance company and can be claimed by insurance company by customer. Damage is almost zero in full container loading with pallet packing.
7.2 Any assertion of claims based on liability for defects by the Customer requires that the Customer examines the delivery items for defects without undue delay, at the latest within one week of delivery and notifies the Supplier without undue delay in writing if any defect is discovered. Defects which cannot be discovered within this period even upon careful inspection have to be notified to the Supplier without undue delay after discovery. Delivery within the meaning of sentence 1 of this provision is the point in time when the Customer gains actual control over the delivery item or could have gained such control without the Customer's fault.
7.3 If the removal of the defect fails, the Customer will have to grant the Supplier a reasonable additional period for further subsequent replacement. If the subsequent replacement again fails, the Customer may request reduction of the purchase price by the amount by which the value of the delivery item is reduced due to the defect or may at its choice withdraw from the contract. If only a minor defect exists, the Customer will only be entitled to reduce the contract price.
7.4 Defects are not classified as defects in quality in case of
- natural wear and tear;
- unsuitable or improper use;
- defective installation, bad civil works or start-up by the Customer or third parties;
- improper, incorrect or careless treatment;
- improper storage, putting up or bad building area;
- ignorance of the relevant user manuals;
- use of unsuitable means of operation;
- use of unsuitable replacement materials and parts;
- chemical, electro-chemical, electro-magnetic, electrical or comparable influences;
- lack of or improper maintenance by the Customer or third parties.
8. Export control
8.1 Any delivery under this contract is subject to the proviso that performance does not conflict with any national or international export control regulations, for example embargoes or other sanctions. The Customer undertakes to provide all information and documents required for the export or transfer. Delays due to export examinations or permission procedures shall set aside any time limits and delivery periods. If necessary permissions are not granted, or if the delivery and service is not capable of being permitted, the contract shall be deemed as not concluded with regard to the parts of it that are concerned.
8.2 The Supplier is entitled to terminate the contract without notice if termination on the part of the Supplier is required for compliance with national or international legal regulations.
8.3 The Customer must upon passing on any goods delivered by the Supplier to third parties at home and abroad comply with the relevant applicable regulations of national and international export control law.