Terms and Conditions

/Terms and Conditions
Terms and Conditions2017-03-20T15:26:31+00:00

General Terms and Conditions AZ VALVES NORTH AMERICA, L.P.

March, 2017

 

I. APPLICABILITY

The conditions of sale stated herein shall be an integral  part of any contract resulting from any purchase order placed with AZ Valves North America, L.P. (“AZV”).  Any statement made on any form  issued  by  Buyer  shall  not  operate  to  defeat  the  intent  of  these General  Terms  and Conditions unless specifically agreed upon  in writing by AZV.  Additional specific conditions may be included  in  an offering  and shall  apply  to  that offering  in  conjunction  with  these General Terms and Conditions  but  shall  be binding  only for that respective individual  contract, in  which case such additional conditions of sale shall govern in case of inconsistency.

 

II. QUOTATIONS, ORDERS AND MODIFICATIONS

      1. Quotations  are offered  for orders within  ten (10)  days, and if  not  so acted upon  shall  be deemed withdrawn.  Such quotation  is  not  a contract or  offer  to sell  and may only  become so upon  receipt of Buyer’s purchase order and confirmation in writing, which may be by mail, email, or telecopier,  of AZV’s  acknowledgment  of order. AZV is  under no  obligation to enter an order acknowledgment and may rescind its quotation at any time prior to AZV’s acknowledgment.
      1. Any documents accompanying our  offers,  such as sketches, drafts,  samples  etc., are only approximate and shall not be considered binding unless expressly declared by us in writing to be binding. These documents, for which we reserve all copyrights, remain AZV’s property and may not be made available to third parties.
      1. Indications of weights are only non-binding averages, they are always approximate.
      1. Changes in  specification  or  changes  in  time  of  delivery  will  be  permitted  only  if  AZV specifically   approves  such  adjustment   in   writing.   Changes  or  modifications   may  result   in additional  costs which  will be to Buyer’s  account. Changes to specifications  may also  require adjustment  of the delivery  schedule,  and AZV will advise  Buyer as soon as practicable  of any such adjustments.  Additional  costs and/or changes to delivery  time  in  respect of any changes requested by Buyer must be agreed upon  prior to AZV’s implementation of any change.
      1. Buyer may cancel an Order only upon written notice and payment to AZV of reasonable and proper cancellation charges. Standard items are subject to a 20% restocking fee. Cancellations of  special  orders are treated on  a case-by-case basis  and are subject  to  a cancellation  fee, normally pro-rated to accrued expenses.
      1. AZV reserves the right to  cancel  any portion  of  an Order affected  by  any insolvency  or suspension  of Buyer’s  operations  or any petition filed or proceeding commenced by or against Buyer under any state or federal law relating to bankruptcy, arrangement,  reorganization, receivership or assignment for the benefit of creditors.

 

III. PRICES

      1. Prices are valid for thirty (30) days from quote issue date.
      1. Current fluctuation of pricing  and material  availability  worldwide  often  lead  to a situation  of unpredictable  conditions  which  are beyond our  control.  As such,  we judge  it to  be a case of Force  Majeure  and  reserve  the  right  to  increase  prices  and  delivery  dates  prior  to  order acceptance, upon  notification from our suppliers.
      1. Our prices  are exclusive  of  any and  all  taxes, duties  or  government  fees.  Buyer  shall reimburse AZV for all  sales,  use, excise,  value  added, goods and services  or other taxes that AZV must at any time either pay or collect in connection with the goods or services sold by AZV to Buyer. If, under the laws of the Buyer’s territory, Buyer is required to withhold any tax on such payments, then the amount of the payment will be automatically increased to totally offset such tax, so that the amount actually remitted to AZV, net of all taxes, equals the amount invoiced or otherwise due. If an exemption from any tax, duty, fee or permit is claimed, Buyer shall promptly furnish AZV with proof  of such exemption satisfactory to AZV and the governing authority,  and shall  reimburse  AZV for  any cost or  expense, including  attorneys’  fees,  incurred  as a result thereof.

 

IV. TERMS OF PAYMENT

      1. Payment shall be made in full within 30 days from date of invoice, subject to credit approval. For orders amounting to more than $ 100.000 the following terms of payment apply: one-third on receipt of our order acknowledgement,  one-third on  readiness for dispatch and one-third within 30 days from date of invoice.
      1. AZV reserves the right  to assess  the continued  creditworthiness  of Buyer and change its extension   of  credit   terms  in   its   sole   discretion.   If,  in   AZV’s   judgment,   Buyer’s   financial responsibility is or becomes impaired or unsatisfactory, AZV shall have the right to demand, and Buyer shall  provide,  advance cash payment or  security  satisfactory  to  AZV, including  but  not limited to an irrevocable Letter of Credit  at sight drawn on  a bank acceptable to AZV and AZV may withhold shipment until receipt thereof.
      1. Overdue payments shall bear interest  at the lesser  of  1.0%   per month   or  the maximum permitted  by  law.  In  addition,  Buyer  shall  pay  all  costs  of  collection  on  overdue  accounts including but not limited to reasonable attorney’s fees whether or not litigation is commenced in aid thereof. BUYER  WAIVES  ANY  RIGHT  OF  SET-OFF  AND  SHALL  MAKE  NO DEDUCTIONS FROM PAYMENTS  DUE TO AZV OR FOR ANY DAMAGES  OF ANY TYPE CLAIMED BY BUYER AGAINST AZV.

 

V. DELIVERY AND SHIPPING

 

      1. All our shipping and delivery dates or schedules  are good  faith  projections  only and are not warranties.  Shipping  schedules  are computed from the time  of Order acknowledgment,  though not   before   receipt   by  us  of  any  documents,  complete   technical   specification,   approvals, clearances, supply of material to be provided by the Buyer or of any other important condition for the performance  of  the Contract or  of  any agreed  down-payment; the same  applies  for  the change of delivery  dates. Partial  shipments  will  be made when ready and invoiced  absent a written agreement to the contrary. IN NO EVENT SHALL  AZV BE  IN BREACH  OF  AGREEMENT, LIABLE FOR  DAMAGES  OF ANY KIND, LIQUIDATED  OR  UNLIQUIDATED, INCLUDING  CONSEQUENTIAL  DAMAGES OR  DAMAGES   FOR  LOSS OF  USE  OR  LOST   PROFITS,  DUE  TO  FAILURE  TO  MAKE TIMELY DELIVERY OR MEET SHIPPING SCHEDULES.
      1. Delay in  delivery  of any installments  shall  not  relieve  Buyer of its  obligation  to pay for any shipments  received  prior  to  such delay  or  its  obligation  to  accept the remaining  deliveries.  If Buyer is unable to receive the goods when tendered, Buyer shall be liable to AZV for any loss, damage, or additional expense incurred or suffered by AZV as a result thereof.
      1. Our duty  to  deliver  shall  be suspended for as long  as the Buyer is  in  default  of any of its contractual obligations.
      1. AZV shall  not  be liable  for delay  in  delivery  due to  causes  beyond its  reasonable  control including, but not limited to, acts of God,  acts of government, acts of Buyer, fires, labor disputes, boycotts,  floods,  epidemics,  quarantine  restrictions,  war,  insurrection,  terrorism,  riot,  civil  or military  authority,   freight   embargoes,  transportation   shortages  or  delays,   unusually  severe weather or inability to obtain  necessary labor,  materials  or manufacturing facilities  due to such causes. In the event of any such delay, the date of delivery shall be extended for a length of time equal to the period of the delay.

 

VI. PASSING OF RISK, DISPATCH

      1. The risk shall  pass to  the Buyer at the latest  on  dispatch  of the goods from  our  works. If shipping  is  delayed  for  reasons  beyond our  control,  the risk   shall  pass to  the  Buyer on notification that the goods are ready for shipment.
      1. All deliveries,  also  any return deliveries,  shall  take place  at the risk  of  the Buyer. In  the absence of any Buyer’s instructions, the mode of dispatch, the dispatch type sequence and the packaging shall be chosen in our discretion.
      1. The Buyer shall accept delivery of the goods, even with defects, but without any prejudice to his warranty rights under Article VIII.

 

VII.     TESTING  METHODS  AND INSPECTIONS

      1. The manner and the extent of any testing of the Products prior to delivery, as well as the issue of test certificates, respectively material certificates have to be expressly stated on the Order.
      1. After receipt of the goods, Buyer shall,  unless  otherwise  agreed, conduct a reasonable  and complete  inspection  of the goods. All  claims  for errors, defects  (other than warranty defects), shortages or  any other nonconformity  in  any shipment  of goods delivered  to  Buyer must be made in  writing  to AZV’s  office  as specified  in  the invoice  within  ten (10)  days after  Buyer’s receipt  of  such  goods.  Buyer’s failure  to  make such  claims  within  suc  time  period  shall constitute an irrevocable acceptance of the particular shipment and an admission that such shipment  fully complies  with  all  terms, conditions  and specifications  contained  in  the terms of sale for such goods.
      1. If Buyer rejects a shipment of goods or any part thereof, AZV shall have the right to cure in any reasonable manner the error, defect, shortage or other nonconformity giving rise to the rejection.

 

VIII. WARRANTY

      1. Subject to the limitations  in Subsection 5 below,  AZV warrants that the goods shall  be free from  defects  in  material,  workmanship,  and title.  If it appears within  twelve  (12)  months from receipt  of  the goods by  Buyer that the goods  or  any part thereof  does not  conform   to  this warranty, and  Buyer so  notifies  AZV  within  a reasonable  time  after  discovery.  AZV  shall thereupon promptly  correct such nonconformity  by repair  or replacement AZV’s  sole  obligation and Buyer’s sole remedy under this warranty is repair or replacement at AZV’s election.
      1. To enable us to make any remedies or replacement deliveries which we deem necessary at our reasonable discretion,  the Buyer shall,  after  consultation  with  us, allow  us the necessary time  and  opportunity  for  making  any such  repairs  or  replacements  otherwise  we  shall  be released  from  our  liability  for defects.  Only  if  we are in  delay  in  remedying  a defect  shall  the Buyer have the right to remedy the defect himself or to have it remedied by a third party.
      1. We are not responsible for repairs or alterations made by others without our written consent. We do not warrant the goods or  any repair/replacement  part against  the effects  of  erosion, corrosion,  or  normal  wear and tear due to  operation  or  the environment.  The warranty and remedies   set   forth   herein   are  conditioned   upon    proper  storage,   installation,   use  and maintenance of the goods in all material respects, and in accordance with our written recommendations.
      1. The remedies set forth herein are exclusive, and the total liability of AZV with respect to this Order, or any breach thereof, whether based on contract, warranty, tort (including  negligence), indemnity,  strict  liability  or otherwise,  shall  not  exceed the Order price  of the specific goods or services which gives rise to the claim.
      1. THE EXPRESS WARRANTY SET FORTH  HEREIN  IS THE EXCLUSIVE  WARRANTY  OF AZV, AND NO OTHER WARRANTY, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTY  OF MERCHANTABILITY  OR FITNESS FOR  PURPOSE, SHALL  APPLY.  IN NO EVENT,  WHETHER   ARISING  BEFORE OR  AFTER  COMPLETION  OF  ITS  OBLIGATIONS UNDER THE CONTRACT, SHALL AZV BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES  OF ANY KIND (INCLUDING BUT NOT   LIMITED  TO   LOSS  OF   USE,    REVENUE    OR   PROFITS,   INVENTORY   OR   USE CHARGES, COST  OF CAPITAL,  OR CLAIMS OF CUSTOMERS) INCURRED  BY THE BUYER OR ANY THIRD PARTY.

 

IX. INTELLECTUAL PROPERTY RIGHTS

In  case  we manufacture  goods according  to  Buyer’s  specifications  or  documents,  the Buyer guarantees that intellectual property rights of third parties will not be infringed; this applies also if we have participated in the design and development or have designed according to Buyer’s specifications.  If third  parties  enjoin  the manufacture  and delivery  of  such goods, we will  be entitled, without further inquiry, to stop any activity and to claim compensation for damages. Furthermore, the Buyer commits to indemnify us against any claims by third parties.

 

X. ASSIGNMENT

Neither party shall assign an Order or any portion thereof without the advance, written consent of the other party, which consent shall not be unreasonably withheld.

 

XI. INFORMATION AND ADVICE

All  information  regarding  the application  of  our  goods,  any technical  advice,  and  any data provided in  any of our  documents are given  to the best of our  knowledge,  but  are non-binding and without  any liability  and any such information  or advice  given  by us does not  release  the Buyer from its own testing of our goods regarding the suitability for the intended application.

 

XII. APPLICABLE LAW / DISPUTES

      1. This Order shall be interpreted in accordance with the laws of the State of Texas, exclusive of any choice of law provisions. The AZV and Buyer expressly agree to exclude from this Order the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto and the Contracts (Rights of Third Parties) Act of 1999.
      1. Except as otherwise specifically agreed in  writing,  any dispute relating  to an Order which  is not resolved by the parties shall be adjudicated by a court  of competent jurisdiction in the state of Texas.

 

AZ-VALVES NORTH AMERICA, L.P.

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