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General
All orders are accepted and executed on the understanding
that the Purchaser is bound by the following Standard
Conditions of Sale. Where there is any inconsistency
between these Standard Conditions of Sale and
any conditions which the Purchaser seeks to impose,
these Standard Conditions of Sale shall prevail.
Any deviations from these Standard Conditions
of Sale shall only be binding upon the Company
if the latter has expressly agreed thereto in
writing.
Validity
of Quotations
The Company reserves the right to refuse the Purchaser's
acceptance of a quotation unless such quotation
is stated to be open for a specific period and
is not withdrawn in such period.
Prices
and Discounts
The published prices of the Company's Products
are those ruling on the date of publication and
are subject to alteration without notice. Prices
and currency transactions are in U.S.A. dollars.
Payment
Unless otherwise agreed by the Company in writing,
the goods shall be paid for in cash within 30
days following the date of the relevant invoice.
The Company's prices are net and are not subject
to any settlement terms.
The Purchaser may not claim any set-off against
the Company. In the event of a delay in payment,
the Company shall be entitled to claim, without
any notice of default being required and without
prejudice to any further rights it may have, interest
at a rate of one and a half percent (11/2%) per
month or at the legal interest rate, whichever
is the higher value. All costs of collection shall
be fully for the Purchaser's account; extrajudicial
costs shall be fixed at ten percent (10%) of the
amount owed by the Purchaser and shall be at least
fifteen hundred U.S. dollars (USD 1,500.00).
In the event that any payment in respect of Products
supplied becomes overdue, the Company may immediately
terminate the Purchaser's power of sale under
clause 14 of this document and may without prior
notice to the Purchaser enter upon the premises
of the Purchaser to repossess unpaid goods.
New
Accounts
Where a credit account is desired, a bank and
as many as five trade references may be required.
The Company reserves the right not to grant credit
to any Purchaser for any reason whatsoever.
Carriage
Unless otherwise agreed by the parties, goods
are delivered by the Company FOB Reno, Nevada,
U.S.A. to the Purchaser's registered office exclusive
of duty, insurance, taxes, and VAT. When special
delivery arrangements are requested, special rates
will be charged.
All delivery times shall be approximate, except
if a fixed time of delivery has been specifically
agreed to in writing by the Company, in which
case a delay in the delivery shall solely entitle
the Purchaser to cancel, without costs, the order
for the goods not delivered.
Packing
A charge is made when it is necessary to dispatch
goods in crates or cases, but this amount will
be credited in full on the return, within one
month, of the crates or cases in good condition
carriage paid. No charge is made for any other
form of packing and no credit will be allowed
for its return.
Loss
or Damage in Transit
Clear receipts should be given only if goods have
been examined, as an unqualified signature may
react to the disadvantage of the Purchaser if
the consignment should become the subject of a
claim. In the event of short delivery or damage
in transit, it is essential that the Company's
dispatching depot be advised within two days of
receipt of goods.
The following details should be sent in writing
to the Company:
- Advice
note number
- Carrier's
name
- Condition
of package
- Date
of consignment received
- Extent
of damage or shortage
In
the event of non-delivery, the Company's dispatching
depot should be advised within seven (7) days of
the date of invoice. The Company will not be responsible
for goods lost or damaged in transit unless the
above conditions are observed.
Delivery
The Purchaser shall be obliged to cooperate in
the delivery of the Products and to take receipt
of same. The Company may keep any goods refused
or not accepted by the Purchaser at the latter
party's disposal for account and at the risk of
the Purchaser.
Liability
for Delay
Any times quoted for dispatch, delivery, repair,
or replacement are to be treated as estimates
only and the Company shall not be liable for failure
to dispatch, deliver, repair, or replace within
such time unless the Purchaser has suffered loss
thereby and the amount payable in respect thereof
shall have been agreed in writing as liquidated
damages, in which case the Company's liability
shall be limited to the amount so agreed to be
paid.
In all cases, whether a time for dispatch, delivery,
repair, or replacement be quoted or not, the time
for dispatch, delivery, repair, or replacement
shall be extended by a reasonable period if delay
in dispatch, delivery, repair, or replacement
is caused by instructions or lack of instructions
from the Purchaser or by industrial dispute or
by any cause whatsoever beyond the Company's reasonable
control.
Defects
After Delivery
The Company will make good, by repair at the Company's
option, or by the supply of replacement, defects,
which under proper use, appear in the goods within
a period of 12 calendar months after the goods
have been delivered and arise solely from faulty
design, materials or workmanship; provided that
no complaints shall be admissible unless submitted
in writing to the Company within five (5) days
after the time of discovery of the defect or after
the time the defect should have been discovered,
whichever time comes first, it being understood
that the Purchaser shall take reasonable care
to discover any defect of whatever nature as soon
as possible after taking delivery.
Provided further that in respect of parts or components
not of the Company's manufacture, the Company
will give the Purchaser a guarantee equivalent
to the guarantee (if any) that the Company may
have received from the supplier of such parts
or components in respect thereof but not so as
to impose on the Company in respect of such parts
or components a liability greater than that imposed
on it by the aforesaid period of this clause.
Save as aforesaid and as provided in clauses 8
and 10, the Company shall not be under any liability
in respect of defects in goods delivered or for
any injury, damage, or loss resulting from such
defects or from any work done in connection therewith
and its liability under this clause shall be in
lieu of any warranty or condition implied by law
as to the quality of fitness for any particular
purpose of such goods.
Special
Orders
All orders for non-standard products or package
quantities not included in current Company catalogues
and literature, are considered to be special orders
and will be dealt with at the discretion of the
Company.
Reservation
of Ownership/Passing of Risk
Products supplied to the Purchaser by way of sale
shall remain the property of the Company until
payment in full of all its claims on the Purchaser
on whatsoever account has been received by the
Company but risk in the same shall pass upon delivery.
The Purchaser acting as bailee shall deal with
the goods separately and store according to the
agreed methods of storage so that the goods not
paid for may be clearly identified and shall not
be mixed with other goods.
The Purchaser shall be entitled to pass ownership
in unpaid goods to third parties provided that
all sums received shall be held for the account
of the Company.
Return
of Goods
The Company does not expect the return of goods
for credit unless it is a justified warranty claim.
All returns must be authorized in advance. Unauthorized
returns will be refused. In no circumstances may
goods supplied against a firm order be returned
without the Purchaser having first applied for
and obtained both written consent and a Returned
Goods Authorization (RGA) number from the Company.
The Company reserves the right to refuse the return
of any Product that has been used with infectious,
microbiological, or radioactive substances or
other materials that may be deemed hazardous to
the employees of the Company.
A handling charge amounting to not more than 20
percent of the invoice value of the returned goods
may be deducted from any credit allowed where
it is established that the reason for their return
is not subject to the provision of clause 8 or
12 hereof or through any error on the part of
the Company.
Goods approved for return must be received by
the Company within 30 (thirty) days of the Company's
written consent.
Descriptive
Matter and Illustrations
All descriptive and forwarding specifications,
drawings, and particulars of weights and dimensions
issued by the Company are approximate only, and
are intended only to present a general idea of
the goods to which they refer and shall not form
part of a contract.
Force
Majeure
Any party will be excused from performing under
a sale agreement or any other agreement of which
these Standard Conditions of Sale are part if
prevented by an event of force majeure including
strike, lockout, or other major trouble affecting
labor relations.
If any such event of force majeure should last
for more than two (2) consecutive months, any
party may elect to terminate this Agreement immediately
upon giving a written notice to the other party.
Patents
In the event of any claim being made or action
being brought against the Purchaser in respect
of infringement of local patents by the user or
sale of goods supplied hereunder, the Purchaser
is to notify the Company immediately, and the
Company shall be at liberty with the Purchaser's
assistance if required, but at the Company's expense,
to conduct through the Company's own lawyers and
experts all negotiations for the settlement of
the same or any litigation that may arise therefrom;
subject to such notifications and provided that
no such goods, or any part thereof, shall be used
for any purpose other than that for which the
Company supply them, the Company will indemnify
the Purchaser in respect of any such claims.
Trademarks
- The
only Hamilton trademarks that the Purchaser
may display to advertise and sell the Products
shall be those trademarks under which the Products
are sold by the Company to the Purchaser hereunder
or such other trademarks expressly authorized
by the Company (hereinafter called 'the said
trademarks') and the Purchaser shall comply
with the Company's instructions as to the manner
and context in which the said trademarks and
the statements to accompany them are displayed.
- No
trademarks of the Products shall be undertaken
by the Purchaser or any person on the Purchaser's
behalf without the Company's prior written consent
nor will the Purchaser alter, obliterate, add
to, or otherwise interfere with the said trademarks.
Legal
Construction
These Standard Conditions of Sale and all sale
contracts to which the same apply shall be construed
in accordance with the laws of the State of Nevada,
U.S.A, and the authoritative text shall be that
in the English language set out herein. Any disputes
arising in connection with these Standard Conditions
of Sale and all sale contracts to which the same
apply shall be finally settled by arbitration
in accordance with the laws and rules of the State
of Nevada and such proceedings held and located
in Reno, Nevada, U.S.A.
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