NEFAB GENERAL CONDITIONS OF PURCHASE
Applicability
1 These General Conditions shall apply on all purchases made by Nefab and its affiliates (“the Buyer”) from its suppliers (“the Seller”). Deviations from these General Conditions shall not apply unless agreed specifically in writing.
Contract Documents
2 A binding agreement shall be deemed to be concluded upon confirmation by the Seller of a purchase order (“the Order”) from the Buyer, or, if no confirmation has been issued, upon the expiry of five (5) working days after the Seller’s receipt of the Order. The Buyer will not be bound by anything contained in the order confirmation made by the Seller if it deviates from the content of the Order. If the Seller would like not to be bound by the Order or if he wants to include any other conditions or change price, quantity or anything else contained in the Order he must clearly inform the Buyer that the Order is refused and also state the reasons therefore. Deviations made in the form of a “confirmation” are not valid.
Unless otherwise agreed specifically in writing, the Order from the Buyer and these General Conditions shall thus constitute the full agreement (“the Contract”) between the Buyer and the Seller, and the Buyer shall be bound by no other conditions than those set out therein.
Delivery Clauses
3 Where a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at the formation of the Contract. If no trade term is specifically agreed, the delivery term shall be FCA.
Delivery Date
4 All goods shall be delivered not later than on the date stated in the Order. The Seller is aware that the Buyer may suffer damages as a result of late delivery, even if the delay is only attributable to part of the goods.
Price
5 If no price is stated, the Seller shall invoice the Buyer according to the lowest market price at the time of the Order. All prices are exclusive VAT. The Buyer shall pay applicable VAT and customs duties. The Seller shall pay all other taxes, fees and other levies and charges of whatever nature. The Buyer will not accept any fees or costs for packaging unless agreed to in writing.
Payment
6 Except if local agreement has been set, general payment terms are 90 days net from such date as the Buyer has received a correct invoice according to Buyer’s instructions. Invoices shall state Buyer’s order number.
7 Delayed payment shall carry penalty interest in accordance with law.
Banned & restricted substances
8 The seller shall insure that the products and their chemical composition comply with local laws and regulation of both buying and selling country.
Seller is responsible to follow the latest Nefab banned and restricted substances list
which can be downloaded in PDF format from Nefab web site.(B&R)
Packing and labelling
9 The packing and package shall give the protection required to prevent damage to or deterioration of the goods during transport. All goods shall be identified with part and Order numbers. The packaging material must be in compliance with environmental regulation.
Delayed Delivery
10 If the Seller finds that he will not be able to meet the agreed delivery date he shall immediately notify the Buyer thereof in writing, stating the cause of the delay and indicating the date on which he expects to be able to deliver.
11 Should a delivery or part-delivery be delayed, the Buyer shall be entitled to demand that the Seller perform his duties under the Contract, or, if the delay is not insignificant to the Buyer, cancel the Contract upon giving written notice thereof to the Seller.
The Buyer shall be entitled to compensation for the loss he suffers due to the Seller’s delay.
Liability for Defects
12 The Seller warrants that the goods will be in accordance with specifications and free from defects in design, materials and workmanship
13 The Buyer is not obliged to inspect the goods within any particular period of time after delivery, but has the right to give the Seller notice of defects as they appear.
After receiving such notice the Seller shall at Buyer’s option:
a) repair or replace the goods found to be defective as soon as possible after notification; or
b) refund to the Buyer any and all remunerations paid in relation to such goods; or
c) terminate the Contract if the defect is not of a very minor nature.
In addition, the Buyer shall be entitled to compensation for the loss he suffers due to the defects of the goods.
14 Goods returned under clause 12 will be delivered to the Seller at the Seller’s expense and risk.
15 Payment of purchased goods shall not be regarded as acceptance of the goods by the Buyer and shall not affect any of the Buyer’s rights under clauses 12-13.
Product liability
16 Should the purchased goods have a defect which causes damage to persons or to property other than the purchased goods, the Seller shall indemnify and hold the Buyer harmless for any such damage, including legal fees.
Ground for Relief (Force Majeure)
17 The following circumstances shall constitute grounds for relief if they impede the performance of the Contract or makes performance unreasonably onerous and could not reasonably be foreseen: industrial disputes and any other circumstance beyond the control of the parties, such as fire, war, mobilisation or military call up of a comparable scope, requisition, seizure, trade and currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the supply of power and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this clause.
The party wishing to claim relief under this clause shall without delay notify the other party in writing on the intervention and on the cessation of such circumstance.
18 Notwithstanding other provisions of these General Conditions, either party shall be entitled to terminate the Contract by notice in writing to the other party, if performance of the Contract is delayed more than three months by reason of any grounds for relief as described in clause 16.
Termination
19 Either party may at any time terminate the Contract, and/or any Order, with immediate effect and without compensation to the other party if
a) the other party should pass a resolution, or any court should make an order, that the other party shall be wound up or if a trustee in bankruptcy, insolvency, liquidator, receiver, or manager on behalf of a creditor should be appointed or if circumstances shall arise which would entitle the court or a creditor to make a winding-up order.
b) the other party has materially breached the Contract.
Assignment
20 The Seller may not assign a Contract or the rights and obligations thereunder without the prior written consent by the Buyer.
Confidentiality
21 The Seller undertakes to keep confidential any information relating to the business relationship with Buyer and will refrain from using the Buyers’ name in marketing or otherwise. Any drawings or any other documentation provided to the Seller will be the sole property of the Buyer and Seller undertakes not to transmit any such information to any third party or to use the information contained in such documents for any other purpose than the due fulfilment of Contract.
Disputes, Applicable Law
22 Disputes arising out of or in connection with the Contract shall not be brought before the court, but shall be finally settled by arbitration in accordance with the law on arbitration applicable in England.
23 All disputes arising out of the Contract shall be judged according to the laws of England, without giving effect to the conflict of laws principles thereof and without reference to the laws of any other country.
Notice
24 Any notice required or permitted to be given by either party under the Contract shall be in writing in English and may be sent by registered airmail letter, or by telex, telefax or electronic mail confirmed by registered airmail letter, or by personal delivery.
Such notice shall be deemed to be given, if sent by registered airmail letter – five days after the day of dispatch; if sent by telex, telefax or electronic mail – on the day of dispatch of the letter of confirmation; if sent by personal delivery – on the day of delivery.