GENERAL SALES CONDITIONS
Any order placed to the Seller (LED IT) entails acceptance by the Buyer of the below general terms of sale and the refusal from the Buyer of its own general conditions of purchase.
All orders are requested to be sent in written official form (PO). Exceptionally Seller may accept orders without Buyer's formal PO. After Seller receives an order, he will issue and send to the Buyer a confirmation of order (SC). Buyer and Seller are committed to the quantities and product references indicated in the SC. Seller reserves the right to make modifications to the materials or products when needed, and even to discontinue them if he must, without being held responsible.
The minimum order value must be at least 500USD.
Buyers must provide Seller with their VAT or Tax number and their Registration number, on or before contract closure.
Seller's offers and prices are valid for 3 months. The prices indicated are revisable according to the conditions noted in the offers.
STUDIES, PLANS AND PROJECTS
The studies, plans and project material related to an specific project and which Seller shares with Buyer remain the property of the Seller, and must be returned to Seller in case the order would not be issued to Seller, even if the Buyer has paid a fixed participation for their establishment. These documents cannot be reproduced, copied, communicated or exploited without Seller's written authorization.
Seller's invoicing is established in current prices in the delivery date. The shipments include standard packaging for any orders. Special packaging requested by Buyer might be charged.
The sale prices are the ones indicated on the price list and SC -exclusive of import or local sales taxes. The prices can be affected by fluctuation of the prices of raw materials.
The delivery dates that Seller indicates are always given for information purposes and without guarantee. In case of delay in delivery, the Buyer is in no case authorized to demand a compensation, to hold payment or to cancel his order. The deliveries are made according to Seller's possibilities.
Buyer will determine any export license requirements, obtain any export license or other official authorization, and carry out any customs formalities for the export of the goods. Buyer assumes all risk of loss in shipping and all liability for loss or damage, whether direct, indirect, consequential or otherwise, due to delays once the products have been delivered to the carrier. Title to products and risk of loss pass to Buyer upon shipment from the Seller’s warehouse or agent. Buyer agrees to purchase any and all insurance it deems necessary to indemnify it against any loss in shipping.
Seller shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials, fires, labour troubles of any kind, accidents, breakdown of machinery, government acts of any kind, failure of manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Buyer or anything reasonably beyond Seller’s control, whether or not presently occurring or contemplated by either party. Seller shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable. Seller shall also have the right to deliver the products in installments.
Unless specified otherwise, all prices are for delivery Ex Works (“EXW”) from Seller’s place of business in China, and do not include additional costs such as value-added tax, transportation, insurance.
The Incoterm stipulated (EXW) shall apply even if Seller organizes or assists with packaging, transport, insurance, etc. on Buyer’s behalf. Any costs thus incurred on Seller must be reimbursed by Buyer without undue delay.
No return of material can be made without Seller's prior written consent .The material accepted to be returned must be sent back in its original packaging, in good condition, postage paid, at the address which we shall indicate. No credit note will be made on material damaged during its return.
Seller warrants that Products shall be delivered free from defects in material and workmanship and in accordance with any mutually agreed specifications.
If Products do not meet the above warranties, Seller, at its option, shall repair or replace defective Products, after Buyer has returned them to Seller in a maximum period of thirty (30) days after having notice the defect or anomaly. Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period.
This warranty will not cover (a) any defects and/or malfunction in the Products that result from the installation, storage, installation, use, operation and maintenance made by the Buyer or third persons (b) any defects and/or malfunction in the Products that result from influent water which do not comply with agreed parameters and/or indicated by Buyer and used for the design of the Product (c) any defects and/or malfunction in the Products that result from the use of consumables not authorized by Seller in writing (c) any defects and/or malfunction in the Products caused by operation conditions recommended by Seller, in a enunciating but no limiting way, those caused by higher temperature, electrical voltage, or by exposure to aggressive environments (saline, acid and others) (d) Products which have been repaired or modified by Buyer or by non-authorized person by Seller, and/or Products which have been repaired or modified without following the instructions given by Seller (e) any damages caused by the installation and operation of the Products in places or environments in which the conditions do not allow the optimal performance of the Products (f) normal wear and tear of Products (g) any loss, personal injury, damage in property caused by the installation, storage, use, operation and maintenance of Products by Buyer or third parties (h) any damages or defects in systems or equipment where Products are integrated or incorporated in the event of malfunction (i) any damages or defects that result from fortuitous facts and force majeure (according to Section 9) (j) any damages caused by operation conditions different from those recommended by Seller.
This commitment applies only to the vices, which will have shown themselves during a warranty period of one year. The warranty period runs as from the day of the delivery. If the expedition is postponed, the warranty period is extended by the duration of the delay. However, if this delay holds a cause independent from the will of the seller, the extension cannot exceed 3 months. The parts of replacement or the replaced parts are guaranteed in the same way as the new parts.
To be able to benefit from these measures, the buyer owes: communicate to the seller, before the order, the destination and the conditions of use of the material; inform the seller without delay and in writing, vices which he imputes to the material and to supply any justifications as for the reality of these; give to the seller any ease to proceed to the observation of these vices and to carry solution there; refrain besides, and except express agreement of the seller, to make himself or to make, by a third person, the repairs. It is up to the seller informed like so, to remedy the vice and its expenses and diligently, the seller saving to modify if necessary the devices of the material so as to satisfy its obligations.
The works resulting from the bond of indemnity are made as a rule in the workshops of the seller after the buyer sent back to the seller the material or the defective parts for the purposes of repair or of replacement. Nevertheless, in case, considering the nature of the material, the repair has to take place on the area of installation, the seller takes at his expense the workforce cost corresponding to this repair, with the exception of the time spent in preliminary works or in operations of dismantling and reassembly made necessary by the conditions of use or setting-up of this material and concerning elements not included in the supply in cause. The cost of the transport of the material or the defective parts, as well as that of the return of the material or the repaired or replaced parts are chargeable to the buyer as well as in case of repair on the area of installation, the expenses of journey and stay of the agents of the seller. Parts replaced free of charge are put back at the disposal of the seller and become again its property.
TERMS OF PAYMENT
The deadline of payment after credit is extended to Buyer is fixed in 30 days from invoice date (the shipping date).
The seller keeps the property of the goods sold up to the actual payment of the completeness of the price and accessories according to the law N 80- 335 of May 12th, 1980 integrated into the article 121 of the law N 85-98 of January 25th, 1985 modified on July 1st, 1996. The non-payment of any due dates can lead to claims of these goods. Nevertheless, the buyer accepts from the delivery the risks of loss or deterioration of these goods as well as the responsibility of the damage, which they could cause.
Seller shall not be liable or considered in breach of its obligations under this Contract to the extent that Seller’s performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, or by armed conflict, acts or threats of terrorism, epidemics, strikes or other labor disturbances, or acts or omissions of any governmental authority or of the Buyer or Buyer’s contractors or suppliers.
CHOICE OF JURISDICTION
For lack of mutual agreement, it is of express convention that any dispute concerning the contract will be the exclusive competence of the court in the competence of which is situated to the place of residence of the Seller, even in case of appeal in guarantee or of plurality of defenders.