Purchase Order and Standard Terms and Conditions for International Sales, Lecture notes of Law

Download Purchase Order and Standard Terms and Conditions for International Sales and more Lecture notes Law in PDF only on Docsity! STANDARD TERMS AND CONDITIONS INTERNATIONAL SALES 1 SMC CORPORATION OF AMERICA STANDARD TERMS AND CONDITIONS OF SALE INTERNATIONAL SALES 1. Definitions. “Seller” shall mean SMC Corporation of America. “Buyer” shall mean any party who contracts to purchase Goods from Seller, as indicated on a purchase order or an order acknowledgement. “Goods” shall mean those goods and/or related services ordered by Buyer from Seller pursuant to a purchase order accepted by Seller. 2. Terms of Purchase Order Acceptance and Complete Agreement. a. Acceptance. Buyer’s order for Goods is binding only when accepted in writing by an authorized representative of Seller, and is accepted subject to all of Seller’s Standard Terms and Conditions of Sale, which constitute the complete agreement between the parties. Buyer’s acceptance of delivery of the Goods evidences Buyer’s acceptance of all of Seller’s Standard Terms and Conditions of Sale. b. No Acceptance. Seller’s performance under any Buyer purchase order or order acknowledgment does not constitute an acceptance of any provision of any Buyer purchase order that is different from or additional to the Seller’s Standard Terms and Conditions of Sale, and any such different or additional provisions are hereby expressly rejected and are void. 3. Shipment. All Goods are sold CIF Port of Destination. The method and route of shipment shall be as mutually agreed in each accepted purchase order. Seller shall tender delivery of all Goods to a carrier for transportation to the port of destination designated in an accepted purchase order. All costs of transportation, including, without limitation, taxes and standard insurance, shall be assessed by Seller and borne by Buyer unless otherwise agreed to in writing by Seller. Seller shall invoice Buyer for all shipping related costs. All risk of loss shall pass to Buyer when the goods are delivered to the port of destination. Delivery and acceptance shall not be affected by a delay on the part of Buyer in accepting delivery. Shipment of Goods held by reason of Buyer’s request or inability to receive Goods will be at the risk and expense of Buyer. Claims for shortages in shipment shall be deemed waived by Buyer unless made in writing to Seller within thirty (30) days from date of invoice. 4. Taxes and Fees. Unless expressly stated and agreed to in writing by Seller, quoted prices do not include shipping and handling charges, sales, use, excise or similar taxes or duties. Buyer shall pay these taxes directly if the law permits or shall reimburse Seller if Seller is required to collect and pay them. 5. Changes in Cost. Any change in insurance premiums, destination, or other shipping charges, including fluctuations in freight, which may be established after the date of the Seller’s order acceptance, shall be at the expense of Buyer. 6. Limited Warranty and Limitation of Remedy. Seller warrants that the delivered Goods shall conform to the grade and quantity specified in the order acknowledgment. If the sale is based upon a sample, the sample shown by Seller to Buyer was for demonstration purposes only, and Seller makes no warranty that the Goods delivered shall conform to the sample; conformity of the Goods to the sample is not a part of the basis of the bargain between Seller and Buyer. If the order includes Goods which have been fabricated in accordance with drawings approved or supplied by Buyer, those goods are only warranted to be in substantial compliance with the specifications of any such drawings. The sole and exclusive remedy of the Buyer for any liability of Seller of any kind, including (a) warranty, express or implied, whether contained in the terms and conditions hereof or in any terms additional or supplemental hereto, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to Seller’s repair or replacement, CIF Port of Destination, of those Goods the examination of which by Seller reveals material defects during the warranty period or, at Seller’s option, a refund to Buyer of the money paid to Seller for such Goods. The warranty period shall begin on the date of purchase shown on Seller’s packing list and shall continue for a period of one (1) year therefrom for all KV2 Series and TIV Series Goods, and for a period of one (1) year therefrom for all other Goods. This limited warranty shall not extend to any Goods that have been modified, disassembled, altered, changed, damaged, misused, repaired, misapplied or negligently maintained in any manner. EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED HEREIN, SELLER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GOODS, EXPRESS OR IMPLIED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Liability. SELLER’S LIABILITY SHALL BE LIMITED TO THE COST OF REPLACING DULY REJECTED GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN SELLER’S ORDER ACKNOWLEDGMENT WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMLEY REJECTION BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, OF ANY NATURE WHATSOEVER, ARISING FROM NONCONFORMITY OF GOODS, DEFECTIVE GOODS, OR DELAY IN SHIPMENT, OR ANY OTHER BREACH BY SELLER. Buyer agrees to indemnify and hold Seller harmless from and against all liabilities, claims, or demands of third parties of any kind relating to the Goods and their use arising after shipment of the Goods. 8. Rejection of Goods. A rejection of the Goods for non- conformity, or a claim of shortages and/or damaged material by Buyer, shall not be effective unless it is made, and written notice thereof is given to Seller, within thirty (30) days after the Goods arrive at the destination specified in the Seller’s order acknowledgment. Written notice of rejection of Goods shall be delivered to Seller pursuant to Seller’s Rejection of Goods Claim Policy in effect from time to time. A current version of Seller’s Rejection of Goods Claim Policy is available at www.smcusa.com. Buyer, at its sole cost and expense, shall deliver the rejected Goods to Seller at the location specified by Seller. Seller reserves the right to inspect the rejected Goods and to determine lack of conformity in its sole discretion. 9. Failure to Take Delivery. If Buyer fails to take delivery of the Goods, or any part thereof, the Goods not delivered shall be held at Buyer’s sole risk in all respects. Seller, acting as Buyer’s agent and at Buyer’s expense, may thereafter store, insure and/or otherwise protect such Goods or may resell same for Buyer’s account. The delivery date(s) quoted are based on Seller’s best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. Seller reserves the right to make either early shipment or partial shipments and invoice Buyer accordingly. 10. Title and Risk of Loss or Damage. Title, risk of loss and/or damage shall pass to Buyer when the Goods are delivered to the port of destination designated in the applicable accepted purchase order. 11. Payment Terms. All payments are due net thirty (30) days from date of invoice, unless otherwise specified by Seller. Buyer’s failure to make payment when due will be a material breach of the order and these Terms and Conditions. Amounts unpaid after such date shall bear interest from the date of the invoice at a rate of one and one-half percent (1.5%) per month, or eighteen percent (18%) per annum. Seller shall be entitled to reimbursement from Buyer for all costs and fees, including reasonable attorneys’ fees, incurred by Seller in the collection of any overdue amounts. Seller,