Orders gathered by Simeco’s (Seller) agents and/or employees or which in any way arrive at the attention of the former, shall not be held to be binding upon the Seller until the same are not fully or partially accepted in writing, even by fax.
The Seller is entitled to suspend and/or cancel, either fully or partially, the processing of the orders already accepted, when their processing is rendered impossible or made too burdensome by unforeseeable problems and independent of his will, such as, for example, strikes, fires, wars, insurgences and revolutions, interruptions to the energy supply, earthquakes, floods and delays made by his supplier in delivering the wrong materials, finished or unfinished components.
The Products Characteristics
Product characteristics are subject to change without notice. Any information or data on the Products’ charactersitcs and/or technical specifications, contained in brochures, price lists, catalogues or similar documents shall only be held to be binding in the measure in which said information has been explicitly quoted in the contract.
Any delivery information supplied by the Seller shall merely be considered to be indicative, unless the Seller undertakes to put the same in writing. The periods for delivery and installation will be extended by a reasonable period of time if the customer requests modifications of or additions to the Products.
The period of delivery begins with the receipt of the order confirmation and the advance payment by the Purchaser. However, it does not commence before all the details concerning the performance and execution of the order have been settled and all other preconditions which the Purchaser must fulfill or carry out (e.g. permits, clearances, documents, down payments) have been met; the same applies to the delivery date. If the Purchaser requests certain modifications or additions, after having placed the order, then a new period of delivery shall commence with the Seller’s confirmation of such modifications
If the Purchaser does not take delivery of the goods in due time, then the Seller shall be entitled to levy storage charges amounting to 5% of the net value of the goods for every month.
When a Purchaser sends an order, they accept that the delivery times are not an essential element and renounces to any request for compensation due to delays in delivery or cancellation of the order.
Delivery and Consignment - Complaints
Unless agreed otherwise, the sale is understood to be made Ex-works, (Incoterms 2010), Moscow region, Russian Federation and this occurs even when it has been agreed that the consignment or a part of the same is dealt with by the Seller.
Unless the Seller explicitly accepts different conditions in writing (I) the risk of loss or damage to the Products shall be transferred to the Purchaser when the Seller delivers the Products to the carrier, suitably packaged for transportation, (II) the Seller shall not be bound to provide insurance cover for the Products sent, (III) any provisions adopted by the Seller, on the Purchaser’s request, with carriers or shipping agents, with reference to the consignment, shall be exclusively carried out on behalf of the Purchaser and exclusively at the expense and risk of the latter; moreover, (IV) the shipping agent appointed for said consignment shall be considered to be the sole party appointed by the Purchaser, to all effects.
Any complaints relative to the Product’s state of packaging, quantity, number or exterior characteristics must be brought immediately to the attention of the carrier in the pertinent transportation documentation and then sent in good time to the Seller by registered mail, in order to avoid forfeiting his rights in merit, within seven days from receipt of the Products. Any complaints relative to defects that cannot be detected after careful checking when the Products are received (latent defects), must in any case be brought to the attention of the Seller by means of registered mail, at the risk of forfeiting his rights in merit, within seven days from the discovery of the defect and, in any case, no later than twelve months after delivery.
It is understood that any complaints or disputes shall not entitle the Purchaser from suspending or, in any case, delaying payment of the Products, subject to disputes, nor payment of other supplies.
Prices and Payment Conditions
Excepting where agreed otherwise, the prices are understood to be in US Dollars for unpackaged Products, Ex-works Moscow region, Russian Federation, it being understood that any further expenses or charges such as packaging other than cartons, insurance, freight and any charges for small quantities shall be attributed to the Purchaser. All exchange rate risks shall be borne by the Purchaser.
Excepting where agreed otherwise, the Seller’s list price shall be applied, less VAT, which is in force on the date on which the Agreement is executed and full payment shall be required prior to the release of the Products.
For deliveries of Products with a commodity value less than USD 3000, the Seller shall charge the Purchaser USD 150 against various minimum handling and customs charges. Payment must be made without any deductions in compliance with the conditions contained in the order confirmation and/or invoice before the release of the Products.
Should there be any delay in payment, the Seller shall be entitled to suspend deliveries and may, at his own discretion, terminate the agreement. Without any notification given to the Purchaser, the advance payment received will be considered as income and will not be returned.
Retention of Title
The Products supplied shall remain as the Seller’s property until the latter has received full payment thereof. The Purchaser is obliged to assist the Seller in those measures that the latter wishes to adopt in order to protect his rights over the Products supplied. If and when third parties intend establishing and confirming a right over the Products, in case of point, the Purchaser must immediately inform the Seller, or be obliged to compensate the damage sustained by the latter in favour of the third parties or by the latter’s clientele due to said non-compliance.
Warranty for Defects
The Seller undertakes to remedy any defect, lack of quality or conformity found in the Products, which might be attributable to the Seller that arises within twelve months from the Product’s delivery, as long as the same have been communicated in good time and their existence have been ascertained by the Seller himself. The transportation costs incurred by the Products that the Purchaser has declared as being defective or lacking in quality or conformity shall be charged to the Purchaser. Electrical and electronic parts and those parts of the Products that are subject, due to their nature and use, to wear and tear or deterioration shall not be included in the warranty.
Excepting cases of misrepresentation or gross negligence, the Seller, in the case of faults, lack of quality or conformity found in the Products, may choose to repair or to replace the Products or reimburse the price paid for the faulty Products. It is understood that said warranty absorbs and replaces the guarantees or liabilities foreseen by law, and excludes any other liability attributable to the Seller that might arise out of the Products supplied (for example, compensation of damages, loss of earnings, recall campaigns, etc.). The Products that are replaced or repaired under warranty shall be covered by the same twelve-month warranty from the date of their replacement or repair.
No Product whatsoever may be returned by the Purchaser unless he has received the Seller’s written authorization to do so.
The Seller does not guarantee the Products’ meeting the particular specifications or technical characteristics or their suitability for use and/or particular use, except for in the measure that said characteristics have been explicitly agreed upon in the Agreement.
The Seller shall not be held liable for damages that the Purchaser, or third parties claiming against the latter, claimed to have sustained from using the Products, should it be ascertained that the damages are not dependent on the Products’ quality or intrinsic characteristics, but due to the use they have been put to by the Purchaser.
The Purchaser shall forfeit the warranty if the Products are used in a way that is not in compliance with the instructions laid down by the Seller; the Purchaser shall also forfeit the warranty if he, on his own initiative, without the Seller’s authorization and/or control in merit, disassembles, amends or tries to repair the Products.