Standard Conditions of Sales
- The “Company” means one of the Waterline group of companies.
- The “Purchaser” means the person, or company who has agreed to purchase the goods.
- The “Goods” means the articles, things or service described in the Company’s offer.
- The “Specifications” means the description contained in the Company’s offer.
- The “Order” means the order placed with the Company by the Purchaser for the supply of the goods or services.
- The “Contract” means the agreement between the Company and Purchaser for the sale of the Goods or services subject to the Standard Conditions of Sales hereof.
2. Application of Standard Conditions of Sales.
- The Standard Conditions of Sales herein contained and annexed to the Company’s quotation shall apply to the Contract unless otherwise agreed by the parties.
- No variation to these Standard Conditions of Sales by the Purchaser (whether contained in the Purchaser’s order or otherwise) shall form part of the Contract unless accepted in writing by the Company.
3. Quotation and Order
- All quotations issued by the Company to the Purchaser shall remain valid only for the period stated therein or if no such period is stated, then it shall remain valid for a period of 30 days from date of the quotation.
- The Company is not bound to deliver any goods or render any services to the Purchaser until the Purchaser’s written order has been accepted by the Company.
4. Cancellation or Variation Order
- No cancellation by the Purchaser of an order shall be valid unless agreed by the Company in writing and such agreement will only be given on terms which compensate the Company for all losses incurred. The Company shall also have the right forthwith to forfeit any down payment made by the Purchaser and determine the contract without any prejudice to any claim or right the Company may exercise to recover any loss or expenses which the Company may suffer.
- If anytime during the period of the Contract the Purchaser wishes to make any additions or variations to any part of the Contract, he/it shall only be permitted to dos o after obtaining the written agreement of the Company and after the Company has agreed to any variation in the price (if any) and a revised delivery date.
5. Limited Warranty
- The Goods sold are in accordance to the warranty and subject to the conditions of sale of the manufacturer or the actual supplier thereof and with the benefits of any guarantee by the manufacturer or actual supplier so far it is not inconsistent with conditions of this agreement. The Company does not warrant the quality, fitness, description or packing of the goods or does it give to the Purchaser any form of warranty whatsoever. All statutory or implied warranties are expressly hereby waived and excluded.
- The manufacturer’s obligation under a warranty is limited to repairing or furnishing without charge, Ex-Works or FOB Point of manufacture a similar part to replace any part which during the warranty period is proven to have been defective at the time it was shipped, provided the Purchaser have given an immediate written notice.
- Where any repair or replacement of the goods or part thereof is carried out under warranty, the Purchaser shall make payments in exact accordance to the terms agreed. In the event the Purchaser delays payment, then it shall be subject to interest chargeable @11/2% per month on late payments.
- The warranty period shall be limited to 12 months from the date of start-up or 18 months from date of delivery to site whichever is sooner.
6. Delivery and Dispatch
- The time or date quoted for delivery by the Company is an estimate only and will start to run from the date of acceptance by the Company of the Purchaser’s written order.
- Whilst the Company will use all reasonable endeavor to deliver the Goods within the stated delivery date, it accepts no liability for any loss or damage whatsoever which the Purchaser may suffer resulting from any delay in the delivery of the Goods for whatsoever reason. The Company shall in no circumstances be liable for any consequential, incidental or special damages arising out of a breach of any obligations thereunder.
- Any delivery made to a nominated site by the Purchaser and confirmed by signing by a representative of the Purchaser on the Company’s Delivery Order shall be deemed that the purchaser has received the goods in good order and condition whether or not the Purchaser’s company chop is stamped.
- Any delivery to a third party nominated by the Purchaser shall be deemed to be delivery to the Purchaser.
- Delivery is made on the basis of free-on-truck at the location specified. All loading & unloading, hoisting to elevated ground are the responsibilities of the Purchaser. In the event that the delivery has to be aborted after arrival on site due to no fault of the Company, all additional transportation, loading and unloading charges incurred will be borne by the Purchaser.
- In the event that any ready components, parts or equipment not being able to deliver to site due to space availability or unsuitable site conditions, the components, parts or equipment shall be housed at a warehouse/storage yard provided by the Purchaser and delivery shall be deemed completed. The Company shall reserve the rights to invoice the Purchaser for the full amount including cost incurred for temporary storage.
- If at the time of goods delivery, any payments due from the Customer to the Company for past transactions are not settled in full, the Company reserves the right to suspend any new deliveries until all outstanding payments are settled.
- The suspension of delivery shall not in any way cause the Company liable for any loss or any consequential, incidental or special damages arising out of a breach of any obligations there under.
7. Payment Terms & Conditions
- Unless otherwise stated in writing, the payment of the purchase price by cash or bank draft or by way of a confirmed letter of credit at sight shall be :
- An initial payment of 30% of the purchase price with order.
- The balance of the purchase price before or upon delivery of the Goods
- Where credit is granted and payment has not been made on the date due then notwithstanding any terms or conditions hereof the Company shall be entitled to :
- Charge interest at 1 % per month from the date of delivery to the date of actual payment and reimburse to the Company all costs and expenses including legal costs incurred in the collection of any overdue amount.
- Exercise its rights under the Retention of Title clause.
- If at the time of delivery, the Purchaser’s credibility is questionable, the Company reserves the rights to change the payment terms, irrespective of whatever terms have been agreed on earlier.
- If the Purchaser for any reason fails, neglects or refuse to accept delivery of the Goods within 14 days of any attempt by the Company to effect delivery, the Company shall invoice the Purchaser of the full amount of the Goods thereof and Clause 7 (a) shall apply accordingly.
- Where there is a payment due upon commissioning of the Goods/Services sold, this payment shall be made immediately upon commissioning or after date of delivery/commissioning of the Goods/services whichever is sooner. Commissioning is deem to be completed upon mechanical test run of the equipment.
- Unless specifically agreed in writing by the Company, no retention of payment shall be allowed.
8. Price Adjustment
All additional costs and expenses incurred after the date of this agreement, as a result of changes in freight rates, insurance rates, foreign currency exchange rate, and import duty and tax rates shall be on the Purchaser account.
9. Retention of Title
- The Company shall transfer only such title or rights in respect of the Goods as the Company has and if the Goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to the Company;
- Notwithstanding the earlier passing of the risk title in the Goods shall remain with the Company and shall not pass to the Purchaser until the amount due under the invoice for them has been paid in full.
- The Company shall be entitled at any time before title passes to repossess and dismantle without being liable for any damage caused by so doing and use or sell all or any of the Goods and so terminate without any liability to the Purchaser the Purchaser’s right to use, sell or otherwise deal in them and for that purpose or determining what if any Goods are held by the Purchaser and inspecting them to enter any premises of the Purchaser.
10. Goods sold F.O.B./C & F
Where goods are sold F.O.B. or C & F, the responsibilities of the Company shall cease immediately the Goods are placed on board the ship, train or truck or Goods arrive at the port.
11. Final On-Site Measurement
Where the total price is dependent on the final on-site measurement, the amount of the contract shall be adjusted accordingly.
12. Force Majeure
- The Company shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.
- Under such circumstances as mentioned in paragraph (a) hereinabove, the Company may then :
- Extend the period for delivery accordingly ; or
- Upon notice to the Purchaser by the Company make partial delivery only; or
- Determine the Contract without prejudice in any event to the rights accrued in respect of delivery of Goods already made.
13. Law and Construction
- The Contract shall be governed by the Law of the country where the contract is made.
- The headings of conditions are for convenience of reference only and shall not affect their interpretation.
Any notice to be given under the Contract shall be in writing and sent by facsimile transmission or forwarded by prepaid registered post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or on the day following that on which the notice was posted.