General Terms of Trade
SUPPLY CONDITIONSWith the acceptance of this purchase order or order confirmation you
waive and consider as cancelled any of your general sales andpurchase conditions.
These conditions are the only ones to be applied and in addition to
mandatory legal regulations where applicable.
All diverting conditions must be in written form, signed by both parties.
For international business the actual Incoterms of the International
Chamber of Commerce in Paris are applicable.
The buyer may sell or transfer the Products or any replica tocustomers in accordance with Toray`s country’s export regulations.
The International Regulations of the Australia Group are to befollowed.
The buyer accepts that the products delivered by Toray will be used
for civil use only. The buyer shall never sell or transfer the Products or
any replica to the following customers/end users and countries
without prior approval by the Seller.
a. any customer who is concerned in WMD-related activities such as
development and/or manufacture of weapons of mass destruction
such as nuclear weapons, biological weapons, chemical weaponand missiles.
b. Iran and North Korea
SALES CONDITIONS
The goods are sold / purchased on a EXW, CIF/CFR or FCA basis.
Unless otherwise agreed in writing, the amount of any local tax orduties shall be paid by and remain the sole responsibility of the Buyer.
LOADING AND UNLOADING
Loading of the goods is made by the seller; unloading by the buyer.
CORRESPONDENCE, LANGUAGE
Default correspondence is by mail and facsimile. All commercial
correspondence, drawings and documentation shall be in English
language, unless otherwise agreed in advance.
DELIVERY TERMS
The delivery date is binding and may not be postponed. No extension
is allowed unless previously authorised in writing. Should there because of delay, the Buyer shall be informed in a timely manner,specifying the new delivery date. If a separate penalty clause isagreed, the total penalty may not exceed 5 % of the value of thedelayed shipment. If a penalty clause is agreed and the shipment isdelayed by causes originated by the Buyer, the payment date willremain fixed in relation to the originally penalised delivery date.
FORCE MAJEURE
No party shall be held responsible for delays in delivery caused by circumstances of force majeure.
Export decisions by METI (JP) and/or EAR/BIS (US) are accepted asForce Majeure.
Delays in delivery times or losses of pre-suppliers, lack of energy or
raw materials as well as unforeseen invents such as strike, lockouts,
governmental instructions and cases of force majeure as under current laws will release the party who is suffering for the period oftrouble neither to make nor to accept deliveries.
If the delivery is delayed for more than 1 month, each party is allowedto cancel the contract for the part of contract involved in the delay.
PAYMENT, DELAY OF PAYMENT AND OFFSET
Unless otherwise indicated in the contract, the indicated prices will befirm and not subject to change.
Assignment of credit is at the sole descretion of the Seller.
Payment is to be made on a 30 days net basis within the establishedcredit line.
For deferred payments with more than 30 days, a first class third
party payment assurance is required.
Any portion of the price which is not paid in accordance withapplicable payment terms shall bear interest, to be paid by the Buyer
at rate of 1% per month, unless an applicable law limits the intereston such past due balance to a lesser rate in which event the interest
shall accrue at such lesser rate. The Buyer can only offset claims
against the Seller’s demands if the claim is secured or legally confirmed or if there are justified doubts about the business partner’ssolvency. In case of delayed payment as well as justified doubts of
the Buyer’s solvency or credit-worthiness, the Seller - despite hisnotwithstanding other rights - is allowed to ask for payment inadvance for orders not yet effected and to make all demands of thisbusiness relationship immediately due.
QUALITY, CLAIMS, WARRANTIESThe merchandise shall be state of the art as well as accordingly to thecontractual agreed quality. The Buyer shall check whether thedelivered merchandise is in accordance with the agreed quality andsuitable for the real purpose. Recognisable defects shall be announced to the Seller within one month, unrecognisable faults however
immediately after discovery but latest 6 months after receipt of goods.
The standard warranty period is one year after start up, but nevermore than 18 months after shipment. Complaints during above
mentioned warranty period shall be announced within 1 month fromdiscovery and the Buyer has the right to amendment of the defectgoods.
The Seller will honour its standard warranties provided the equipment
shall have been properly installed, maintained and utilised during warranty period.
It’s at the sole descretion of the Seller whether the goods are repairedor replaced to obtain the specified data.
The statute of limitations is still pending as long as the Seller did not
reject in writing the Buyers claim which was announced in the proper
manner and in time.
LIABILITY LIMITATIONSIn no way the Seller will be liable to the Buyer or any third party forconsequential, incidental or special damages resulting from or in any
manner related to the equipment beyond the legal liability insurance.
It’s being understood that the sole and exclusive remedy of the Buyeror any third party shall be the repair, correction or replacement of defective equipment at the Seller’s sole discretion pursuant the Warranty provisions herein above contained.
PROPERTY
The Seller remains owner of the goods as long as they are notcompletely paid. The Seller’s property also includes ready madegoods which are processed further. The Seller is now producer of thefurther amended goods. During a link or mixture with the goods that
do not belong to the Seller, the Seller acquires a partial property
appropriate to the value of the invoice of his ‘goods under reserve’and the other materials used. The Buyer immediately liquidates hisdebts out of the sales of the ‘amended goods’ by also providing billsof exchange or cheques. As long as the Buyer is capable to fulfil hisduties against the Seller he is allowed to dispose of the Seller’s goods
and to recover debts.
DOCUMENTATION
All documentation is by default in English. Some documents may beavailable in local language. In case of discrepancies the English text
is prevailing. The Seller is not allowed to hand over any documents,
plans etc. provided by the Buyer to produce the required merchandise
to any third party. Upon request the Seller will present the Buyerplans, drawings, technical data’s which are necessary for the buyer tocorrectly install and operate the equipment. In case of need the Buyer
has the right to get spare part drawings for correct ordering. Only one
set of documentation is free of charge.
CANCELLATION
If an order is cancelled by the Buyer, the Seller shall obtain anindemnity not less than 10 % of the contract amount. However if thegoods are not standard equipment in addition to the before mentioned
indemnity a cancellation charge of an amount not less than the sumof any material and labour costs incurred by the Seller in connection
with such order shall be paid to the Seller. Upon receipt of written
notice of the Buyer of its desire to cancel an order, the Seller shall
utilise reasonable efforts to limit the amount of additional costs
occurred.
TRADEMARKS
Trademarks can only be used by the Buyer with written consent of theSeller.
APPLICABLE LAW
The terms and conditions applicable to the transactions provided forherein shall be governed by the laws of Switzerland. Eventual disputeshall be submitted to the jurisdiction at the legal domicile of thedefendant.
General Terms of Trade Rev 2017/03.05.17