General sales and delivery conditions for Star-Oddi Ltd.
The following general sales and delivery conditions shall apply to all concluded purchase agreements between Star-Oddi (Seller) and the Purchaser. In case of discrepancy between the Purchaser's terms and conditions and the present sales and delivery conditions, the latter are decisive.
For conditions not covered by this contract, reference is made to NL 92.
All quoted prices are valid for delivery by ex works Reykjavik (Incoterms 2010) inclusive packing. All costs, such as transportation, insurance, export licence, transit permission, import licences and any other costs incurred from permission or certificate are the customer's responsibility, as well as any type of tax, charges, import duties etc., unless otherwise agreed.
The Seller reserves the right to increase, without notice quoted prices, every effort will be made to maintain the prices quoted after the date of the Seller's acceptance to cover:
a) Increases by supplier to the Seller.
b) Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders due to the Purchaser's instruction or lack thereof.
c) Currency exchange fluctuation that increases the cost to the Seller of materials or goods imported into Iceland.
All quoted prices are exclusive VAT and all other taxes.
Quotations are dated and are valid for 90 days from that date, unless otherwise stated.
3. Payment Terms
Purchasers with approved credit will have net 30 days payment terms, without discounts, from the date of invoice. If the payment becomes overdue, Purchaser has to pay interest of the invoice amount at a rate of 2% per month.
New Purchasers will need to pay in advance of production for the first two orders, after that they can apply for net 30 days payment terms. The Seller reserves the right to refuse customer net 30 days credit. When making payments in advance of production the Purchaser acknowledges that the deposit is non refundable.
All delivery dates quoted by the Seller are in good faith and shall be subject to the usual reservation as regards Force Majeure. The Seller shall not be liable for any loss or damage (whether direct or consequential) whatsoever arising from late delivery of goods or materials and the Purchaser shall not be entitled to treat the contract as repudiated by reason of any such late delivery. It shall be considered a Force Majeure if there are circumstances not owing to or beyond the control of the Seller and which the Seller has been unable to redress by reasonable means at the time when the agreement was concluded.
Delivery is effected when the goods are handed over to a carrier or forwarding agent for further dispatch, unless otherwise agreed in writing. The Seller shall remain owner of thegoods until such time as the Purchaser has paid in full all that he owes to the Seller, including the full cost outstanding of any other goods which are the subject of any other contract, delivery or instalment. The Seller shall be entitled at any time to require the Purchaser to deliver the goods to the Seller until goods have been paid for in full.
Executions, dimensions and weight of ordered products can change during the manufacturing process. This is considered to be concurring with the order, unless technical characteristics are devaluated.
Unless otherwise agreed in writing, delivery is effected by ex works Reykjavik (Incoterms 2010).
If the Seller has not received any special instructions from the Purchaser concerning delivery of the product, the Seller will use the transportation means/carrier that he has an agreement with at that time.
If the Seller fails to deliver by the date agreed upon in the contract/quotation, the Purchaser can require that afixed delivery time be set, with a reasonable amount of time given for the delivery. If the product remains undelivered, the Purchaser may, by notice in writing to the Seller, require him to deliver and, by such last mentioned notice, fix a final time for delivery which shall be reasonable taking into such delay as has already occurred. If for any reason whatsoever, the Seller fails, within such time, to do everything possible in order to effect delivery, the Purchaser shall be entitled, by notice in writing to the Seller, and without requiring the consent of any Court, to terminate the Contract.
Partial deliveries are to be accepted by the Purchaser.
5. Liability for Defects
For a period of 12 months from the actual date of delivery, the Seller shall remedy or replace, without charge, delivered goods with damage or defects which are due to faulty material or bad workmanship, provided that such damages or defects are not due to ordinary wear and tear or wrong handling by the Purchaser. Such goods are to be returned free of charge to the Seller's address. Repair or replacement shall be made as soon as possible. Seller is in no way responsible for consequential loss, including compensation for loss of profits or other indirect loss, nor will Seller compensate costs for expeditions, ship, manpower or loss of results due to incorrectly functioning equipment.
The Seller will not accept the return of any goods without prior agreement in writing.
6. General Liability
In the event of an order being cancelled or delivery delayed by the Purchaser, the Purchaser shall be liable to indemnify the Seller against all losses (including loss of profit), costs and other expenses and damages (whether direct or consequential) occasioned by such cancellation or amendment to delivery date. Inspection and acceptance of Products shall be the Purchaser's responsibility. Purchaser is deemed to have accepted the Products unless written notice of rejection is received by Seller within ten days after delivery of the Products. Purchaser waives any right to revoke acceptance thereafter. Purchaser shall report any discrepancy in shipment quantity or damage within ten days after delivery. The Purchaser may not sell products of Star-Oddi to a third person, without written permission from Star-Oddi. Any typographical, clerical or other error in any sales literature, quotation, price list, acceptance of order, invoice, or other document or information issued by the Seller shall be subjected to correction without any liability on the part of the Seller. The Seller quotes supplies and warrants all goods strictly inaccordance with the manufacturer's published data specifications and warranty.
Star-Oddi refuses to accept any responsibility for damages caused to third persons by the products supplied. In particular, Star-Oddi LTD does not accept any responsibility for direct or indirect damages resulting from the use or assembly of the products. The Purchaser accepts the full responsibility related thereto and assures that any possible damage is covered by insurance.
Should a dispute arise between the parties in relation to this agreement or the present sales and delivery condition, such dispute shall be settled by arbitration in Reykjavik in accordance with Icelandic law. If this is not acceptable to the Purchaser all disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
Reykjavik 14th of September 2012