SGTC (Sale is subject to the General Terms and Conditions)
Every Sales Confirmation (hereafter SC) submitted, whether a Sales Confirmation or a Proforma Invoice, constitutes Seller’s offer to Buyer and shall become a binding contract, according to the terms and conditions stated in these General Terms and Conditions as well as each and every SC submitted, upon Acceptance by Buyer. Acceptance shall be deemed provided by Buyer as soon as the SC is sent by Seller by any means (e.g. email, fax, etc.), unless express notification to the contrary. Acceptance can also be provided by Buyer by signing and stamping the SC and returning it by fax or email to Seller.
Seller warrants that the Specifications of the product comply with the laws, rules ad regulations of the country of Origin and with the technical specifications attached to each contract.
Buyer warrants that these Specifications comply with the laws, rules and regulations of the country of destination of the product.
Any additional costs incurred by the Seller in relation to the variation of the Specifications by the Buyer after Acceptance of Specifications shall be borne solely by the Buyer.
Product storage and conservation: The Buyer is responsible in case of damage due to non-proper storage conditions.
Export documents: Buyer must inform the Seller of all mandatory requirements for the goods to enter the country of destination at the time of acceptance of the contract and possess all necessary permits and authorizations for the lawful entry of the Products into the country of destination. Seller will not be liable in case of any omission or inaccuracy in the necessary documentation or other requirements for entry as communicated by the Buyer. Any cost incurred for specific documents not mentioned at the time of the acceptance of the contract will be charged to the Buyer.
If Buyer does not specify the documents required, Buyer hereby accepts the following documents for export: invoice, packing list, certificate of origin, Health Certificate.
Notwithstanding any terms in Incoterms 2010 regarding the passing of title and risk, title to the Products shall remain vested in the Seller and shall not pass to the Buyer until payment of the Price has been received in full by the Seller. However, notwithstanding the vesting of title in the Seller as aforesaid, the risk of loss or damage shall
pass to the Buyer upon delivery in accordance with Incoterms 2010.
In case of late payments and/or cancellation of credit insurance limit, the Buyer will have to accept the following: new payment term without credit term and/or the Seller may dispose of the goods not shipped yet without any limitation or subject to Buyer claim.
The Buyer will be charged a penalty of LIBOR 3 months +5% per annum (pro rata to number of days late from due date) for late payments.
If a prepayment is due, Seller reserves the right to delay departure of the Products until all prepayment amounts are paid by Buyer.
Competent court: In case of contract under credit insurance, the credit insurance will decide if the competent jurisdiction and law should be in Canada or in the country of the Buyer. If there is no credit insurance, the competent jurisdiction and law should be in the country of the Buyer.
If a Quality Claim is made, the following steps must be followed in order for the Buyer to avail itself of its right under such claim:
Any quality claim can be done only for goods that are available for inspection.
The Buyer is responsible to analyze the goods before using them as a claim can only be executed on goods packed in the original packaging to make sure it has not been affected during the utilization.
Make the claim by giving notice in writing within twenty-one (21) days from date of ARRIVAL (arrival of goods at port).
The goods should be available for an inspection to the Seller, its agents, its employees and the manufacturer of the goods.
An independent inspection by an inspection company accepted by the Buyer and the Sellers should be appointed within 2 weeks of the date of claim notice.
The Seller, its agents or employees or manufacturer are entitled to be present during the independent inspection.
The independent inspection report should be done accordingly to the specifications and the methods of analysis mentioned in the specifications of the contract accepted upon SC Acceptance.
If the quality issue is only affecting the yield of the finished product, the Seller will indemnify the Buyer for the loss of yield.
If the quality issue makes the goods totally improper for the production of the end product, the Seller will take back the goods and reimburse the Buyer. The seller’s total liability to the Buyer for any claim arising out of any Product supplied shall be limited to the Price of the Product in the contract.
In no event shall Seller be liable for any incidental, indirect, special, and consequential or punitive damages, even if Seller knew or should have known of the possibility of such damages.
Force Majeure: The Seller shall not be liable to the Buyer for any non-performance of its obligations hereunder or in the SC if such non-performance is due to any reason(s) beyond the control or and not reasonably foreseeable by the Seller (“Force Majeure Event”) in Canada and/or other country(ies) where the Seller is importing from.
Notwithstanding that any provision of these Terms and the terms in the SC may prove to be illegal or unenforceable, the remaining provisions shall continue in full force and effect. If any provision of these Terms and the terms in the SC or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such terms or provisions shall be divisible from these Terms and the terms in the SC and shall be deemed to be deleted provided always that the parties hereto hereby undertake to attempt, in good faith, to substitute therefore a legal, valid and enforceable provision or term which achieves, to the greatest extent possible, the economic, legal and commercial objectives of the illegal, invalid or unenforceable provision or term.