Our Grinding and Dispersion Technologies (GDT) General Conditions of Sale, delivery and payment shall be exclusively valid. The customer shall be in agreement with our terms and conditions when placing an order even if we shall not refer to them explicitly. Besides, the customer shall be aware of our terms and conditions of sale, delivery and payment at all times. Any order deviating from our general conditions of sale, delivery and payment shall be placed without prejudice to the said terms and conditions. Deviations may only be valid if accepted explicitly and in writing on our part.
II. Validity
These GDT General Conditions of sale, delivery and payment shall become part of the contract with confirmation of order. The general conditions of sale shall be exclusively in force. Deviating terms of the customer shall not be binding to GDT even if it is explicitly contradicted by GDT.
III. Conclusion of Contract
The offers quoted by GDT can be subject to amendments. All amendments, supplementary agreements and contractual amendments must be made in writing. This is also valid for any mutual agreement, which stipulates that it must be drawn up in a written form.
. If Import – and Export – Licenses, or permits for the exchange of money or similar permits are required for the implementation of the contract, the customer must, if not differently stipulated in the contract, make every possible effort to obtain the required licenses or permits in time. If after the expiry period of 12 months which commences at the time of the conclusion of the contract, the required licenses and permits have not been obtained, GDT shall be entitled to withdraw from the contract. In this case GDT must inform the customer of its decision in writing.
IV. Prices
The Prices quoted by GDT are net prices. The applicable statutory Goods and Service Tax (GST) will be charged separately. The respective prices can be taken from the offer, or the currently valid price lists. GDT is bound to the prices confirmed in writing until the named delivery date, however not longer than a maximum of four months. Deliveries made after this period are subject to the prices of GDT which are valid on the day delivery shall take place. If the customer does not consent to these prices, the declaration of the withdrawal must be made in writing.
V. Payment
The invoices of GDT shall be payable without deduction, within 30 days of the date of invoice. In the event of exceeding the payment deadline, GDT shall be entitled to demand interest on arrears without default notification. The rate of interest on arrears shall amount to 12% per annum, to be compounded annually. The enforcement of an additional default payment is reserved as far as GDT has granted the customer an appropriate period of time to take care of its obligation. This shall also be applied in case GDT is withdrawing from the contract. If the customer shall be in default, any existing claims may fall due immediately.
Should the customer choose to pay bills of exchange, the resulting costs shall be borne by the customer.
We shall be entitled to assign any claims arising from our business relationships.
Any payments with discharging effect shall be transferred to the following account exclusively:
VI. Delivery
Delivery dates shall only be valid if they have been specially confirmed by GDT. If a contract has been concluded in writing the confirmation of the delivery should also be drawn up in writing. The confirmed delivery date regards generally the time of dispatch of the goods by GDT. The time the customer shall receive the goods is not considered.
Should there be a delay in the performance on behalf of GDT, a reasonable period of grace must be granted. After an unsuccessful expiry of such an extension, the purchaser will be able to withdraw from the contract.
The delivery period will be extended in case of force majeure, industrial actions, lack of availability of raw materials or any other circumstances outside the range of responsibility of GDT. This shall also be valid in case of hindrances, developed during an already existing delay, manufacturer delay, availability of raw material or any other delay which is outside the control of GDT. In the event of an unreasonably long delay, both the purchaser and GDT shall be entitled to withdraw from the contract.
The delivery period shall commence upon the dispatch of the confirmation of the order, however, not prior to the supplying of the necessary documents, permits, releases as well as the receipt of an agreed down payment
The delivery deadline is considered as maintained, when the articles to be delivered have left the factory or when the notice, that the goods are ready for dispatch has been made.
Partial deliveries are allowed.
GDT shall be entitled to issue partial invoices, if partial deliveries are made.
Import duties, consulate fees and other costs or taxes charged due to the regulations of the country of destination shall only be included in the price if explicitly agreed. If it is accepted that custom duties, fees and taxes are included in the price, the agreed price will be increased accordingly. In case of the charges of custom duties, fees and taxes have been raised since the agreement was made.
GDT shall be entitled to inform the purchaser if these is some unforeseen circumstances or delay in case of force majeure, industrial actions, lack of availability of raw materials or any other circumstances outside the range control of GDT.
GDT shall only be obliged to comply to packaging, weight, and customs regulations, if the customer submits exact written instructions to GDT and these are agreed in writing back from GDT.
VII. Dispatch
All Deliveries as well as partial deliveries, carried out by GDT shall be transported at the risk of the recipient
Should the goods that are ready for dispatch be delayed, due to circumstances for which the purchaser is responsible, the risk shall be transferred to the purchaser on the day on which he is informed, and that the goods are ready to be collected. However, GDT shall be obliged to ensure the insurance at the customer’s request and costs when demanded by the purchaser.
Delivered articles and those which show insignificant defects, must be accepted by the customer regardless of the rights stipulated in Section IX “Guarantee”
VIII. Reservation of Proprietary Rights
All items delivered shall remain the property of GDT until all claims entitled, ensuring from the business relation with the purchaser has been paid in full. In the event of an outstanding Invoice, the completely reserved property shall be considered as a security for the claim of the balance.
The purchaser shall be entitled to transform the delivered goods or to mix with other products within the framework of its proper business. On the articles produced through transformation or combination, GDT acquires co-ownership to secure their claims, proportionally to the invoice value of the assigned merchandise and the goods produced through transformation or combination.
The reserved merchandise must be insured by the purchaser to its full value, against the unusual risks, and if necessary kept secure at no cost of GDT.
All claims, to which the purchaser is entitled, ensuing from re-sale or other legal rights shall be assigned to GDT in advance. The purchaser shall be authorised to accept the assigned claim. The purchaser must notify the debtor of the assignment upon the request of GDT. Should the reserved merchandise be sold along with other articles, not belonging to GDT or should it be used as material of company’s tasks, the assignment shall only be valid for the reserved merchandise in the amount of the invoice value.
The authorisation of the purchaser to dispose of the reserved merchandise and the withdrawal of the assignment of claim shall expire with non-compliance of the terms of payment as well as the protests of bill or cheque.
Should the value of the securities granted to GDT exceed the claim of GDT by more than 20%, GDT shall be obliged to release the aforementioned securities at the demand of the purchaser, in accordance with the option of GDT.
Should the validity of this reservation of proprietary rights be dependent on special requisites or formal regulations in accordance with the laws of customers country particularly the registration the responsible authorities. The customer shall comply with the prerequisites and formal registrations for validity at his own expense.
IX. Guarantee
Obvious and through examination thus as far as such is possible in proper business visible defects must be reported within 7 days upon receipt of goods. Defects which are not obvious and cannot be determined through proper examination must be reported by the purchaser in writing within 7 days of their detection.
The goods shall be considered as accepted, should a notification of defects not be made in due form and time.
Should the goods be defective GDT shall first of all, be entitled to make improvements or replacements of the delivery at their option. Should improvements or replacement delivery fail, the purchaser shall be able to demand a reduction of reimbursement (reduction) or cancellation of contract (cancellation of sale contract) at his option.
Should the purchaser have ordered the wrong goods, the reacceptance and return will require the approval of GDT. Should a credit note be issued for returned goods; a 10% handling charge shall be deducted from the credit note. The purchaser shall bear the carriage.
It shall no longer be possible to raise guarantee claims, 2 years after the delivery of the goods.
Guarantee claims shall expire, should the purchaser fail to meet his payment commitments punctually.
Additional claims of the purchaser, against the seller and other persons in charge shall be excluded, in particular a claim of compensation for damages, which did not arise from the delivered items themselves. This shall not be applicable, on the whole, in case of compelling liability to personal injury or damages to privately used articles in accordance with Product Liability Law or in cases of intention, gross negligence or the lack of assured qualities. Furthermore, this shall not be valid in case of damages typical to the contract resolution from the violation of essential contractual obligations.
X. Place of Performance, Place of Jurisdiction, Applicable Law
Place of performance: Panaji, Goa, India
In the event that the customer is also a merchant, Panaji, Goa, India shall be the place of jurisdiction for both parties for any disputes which might arise from the contract or which might be related with it, where by GDT reserves the right, to file a suit in a general place of jurisdiction at Panaji, Goa, India.
The overall legal relationship between the two parties shall be governed exclusively and to all extent by law of the Republic of India.
XI. Escape Clause
Should any terms of these general conditions of business be or become invalid, the remaining terms shall remain in effect. The parties are required to replace the invalid conditions with a legally valid regulation, which shall come closest to the economic and legal meaning and purpose of the invalid condition. This also applies in case of unintentional loopholes by the two parties.
Should both parties agree to include international trading terms (Incoterms) and should these terms contradict the General supply and Payment terms, then the international trading terms (Incoterms) shall apply exclusively.
