General Terms and Conditions of Purchase
Iteco Oilfield Supply Middle East FZCO, Dubai, UAE
1. These General Terms and Conditions of Purchase shall apply to all – including future – orders of goods and commissioning of services and their completion, and in the absence of an agreement to the contrary in these Terms and Conditions or in the contract concluded with the seller, any conflicting or deviating terms and conditions of the seller or service provider shall not be accepted. Acceptance of the goods without express objection shall not be deemed acceptance of the terms and conditions of the seller.
2. No verbal ancillary agreements have been made.
3. All changes and amendments to the contract shall be required in writing. The same shall apply to the waiver of the requirement of written form.
4. Offers shall be prepared free of charge for us and shall be non-binding.
5. In case of doubt about the interpretation of the terms of trade, the Incoterms as amended on conclusion of the contract shall be authoritative.
1. All agreed prices shall be fixed prices receiving centre.
2. Prices quoted as “free receiving centre”, “free destination” and other “free” deliveries shall include all freight and packaging costs. Packaging shall only be paid where a charge has been expressly agreed. In such case, 2/3 of the charge for the package shall be credited to us on freight paid return to the sending centre.
1. Invoices shall be issued immediately on completion of the delivery or service – not with the consignment. Invoices for monthly deliveries or services shall be issued by the 3rd working day of the following month at the latest. Invoices for part deliveries or services shall be indicated as such. Failing an agreement to the contrary, invoices shall be settled either within 30 days less 2% cash discount or by the end of the month following the completion of the delivery or service using a method of our choice. Such methods shall include discountable acceptances outstanding or customer bills of exchange. On payment in acceptances outstanding or customer bills of exchange, we shall reimburse reasonable discount charges based on the applicable base interest rate, calculated as at the date of the presentment of the bill of exchange.
2. Invoices not received within the periods specified shall not be paid until the end of the month following the receipt of the invoice, on the same terms and without interest payment, less any additional costs we may have incurred due to the late arrival of the invoice, specifically for bank guarantees arranged by us.
3. Payment and cash discount periods shall commence on receipt of the invoice, but not prior to receipt of the goods or, for services, not prior to their acceptance and, where documentation, test certificates (e.g. factory certificates) or similar documents are included in the scope of services, not prior to their contractual delivery to us.
4. Payments shall be effected by cheque or bank transfer. Payments shall be deemed on time when the cheque has been posted on the due date or the transfer arranged on the due date.
5. Interest after the due date shall not be accepted. The default interest rate shall be 2% above the Bank of England base rate.
6. We shall have the right of offsetting and retention to the extent established by the law.
Based on the authorization granted to us by Iteco Oilfield Supply SAS, Paris, France, Iteco Oilfield Supply GmbH, Ratingen, Germany and Iteco Oilfield Middle East FZE, New Delhi, India we shall have the right to offset against any claims of the seller against us or any of the aforementioned companies, irrespective of the legal ground. The same shall apply where the party has agreed payment in cash and the other payment by means of a bill or other services on account of performance. Where applicable, these agreements shall only apply to the balance. Where the claims are due at different times, our claims in this regard shall fall due at the latest on the due date of our liabilities and shall be offset against the specified value.
Delivery periods/defaults in delivery/passage of risks
1. All dates of delivery agreed with us shall be absolutely binding (relative fixed-date purchase).
2. Part deliveries shall only be permitted with our written consent. Anticipated delays in delivery shall immediately be notified in writing. At the same time, we shall be offered suitable countermeasures to prevent resulting consequences. Excess or short deliveries shall only be permitted as customary in the trade.
3. In the absence of a written agreement to the contrary, the delivery period shall commence on the date of the binding order.
4. All shipping documents, operating instructions and other written confirmation as part of the performance of delivery of the seller shall be sent to us on the date of shipment.
5. Where the seller defaults in delivery, we shall have the right to assert statutory claims. Specifically, we shall be entitled, after unsuccessful expiry of a reasonable period of grace granted by us, to claim damages instead of performance. Our entitlement to delivery shall not expire until payment of damages by the seller.
6. Notwithstanding the above, where deliveries are delayed for reasons for which the seller is responsible, we shall be due payment of an amount, which, failing an agreement to the contrary, shall be ½% of the purchase price for each week of delay, or part thereof, up to a maximum of 5%. Without prejudice to the above, where we have specified a ship for shipment of the material and the seller has accepted this ship, the seller shall be liable for the costs for demurrage, dead freight, etc., if the material – irrespective of the reason – is not shipped or shipped late.
7. Early deliveries made without our consent shall not affect the periods of payment relating to the agreed delivery date.
8. Where circumstances of force majeure, strike or lockouts considerably hinder or prevent the performance of our contractual duties, we shall have the right to cancel the contract or parts therefore, or request performance at a later date without resulting in claims of the seller against us.
9. The seller shall not have the right to file claims against us by reason of failure to receive necessary documents to be provided by us, unless it has failed to receive these documents even after a written reminder.
10. The seller shall bear the risk of accidental perishing or accidental deterioration of the goods, including “free” and “free destination” deliveries, until delivery to the destination.
Retention of title
1. In regard to the rights of the seller to retention of title, the terms of the seller shall apply subject to the proviso that the title in the goods shall pass to us on payment for the goods.
2. The seller may claim a return of the goods based on the retention clause only if it has previously withdrawn from the contract.
Declarations of origin
Where the seller makes a declaration in regard to the origin of the goods, the following terms apply:
1. The seller shall allow verification through customs authorities and submit all necessary information and any required certification.
2. The seller shall compensate us for any damages and losses incurred by us if and in so far as the competent authorities, due to any deficient certification or impossibility to verify, fail to acknowledge the declared origin, unless the seller can prove that it is not responsible for such consequences.
Liability for defects
1. The seller shall deliver the goods free of any material defects and deficiencies in title.
2. In the event that the goods or services are defective, we may exercise our statutory rights. Expenditure required by the seller for subsequent performance shall also include the expenses of our customer.
3. The warranty period for repaired or replaced goods shall begin again on delivery of the repaired or replaced goods.
4. In case of third party warranty claims against us, the seller shall hereby indemnify us against any resulting damages.
5. The SELLER will repair, replace or rectify any of the goods which are defective and deliver the goods back to BUYERS specified delivery point on CFR basis. The SELLERS obligation shall cease 12 months after the date on which the Goods are first put into operational use, or 24 months from the DELIVERY whichever shall first occur. Title and risk in the GOODS or any part thereof which do not comply with the requirements of the PURCHASE ORDER and which are rejected by the BUYER shall re – vest in the SELLER on return to the SELLER.
The BUYER may decide that the carrying out by the SELLER of work necessary to correct defects will be prejudicial to its interests. In such cases the BUYER may undertake the SELLERS responsibility to carry out the works necessary to correct any defects in the work arising from the default of the SELLER. The BUYER shall notify the SELLER in such cases shall be entitled to recover from the SELLER all additional costs incurred by the BUYER as a direct result of carrying out such responsibilities.
If the SELLER is unable to repair or replace the goods within the specified period, the BUYER shall have the right to purchase the goods from another source. Any difference in price plus handling and transportation costs shall be liable by the SELLER to the BUYER.
In the event that any work is re performed, rectified or replaced by the BUYER. The warranty clause will again be applied as specified above.
Place of performance, jurisdiction, applicable law, contract language and miscellaneous
1. These Terms and Conditions are governed by and shall be construed in accordance with English law, and, except as set out in VIII.2 below, we and the seller hereby submit to the exclusive jurisdiction of the English courts.
2. The seller acknowledges and agrees that we may bring an action against it in respect of any breach of these Terms and Conditions in any jurisdiction in which it or its assets are located.
3. The seller shall ensure at its own expense and without delay that all requirements for the effectiveness of the contract in the seller’s country, e.g. export licences, are available and remain valid for the term of the contract. Where the seller fails to fulfil this obligation, the buyer shall have the right to withdraw from the contract, and in any case to claim damages from the seller. The same shall apply where required licences or authorizations for example, are not granted within a reasonable period acceptable to the buyer despite the efforts of the seller, or these are revoked or become invalid.
4. The contract language shall be English. Where contracts are translated into a different language, the English version shall prevail in all questions of interpretation.
5. Should any individual provision or any part of any provision of these General Terms and Conditions be or become void or unenforceable, the validity of the remaining provisions hereof shall in no way be affected. In such case, the parties shall agree to replace the void and/or unenforceable provision or provisions by relative provisions coming as close as possible to the sense and purpose of the deleted section while safeguarding the interest of both parties. The statutory provisions shall apply to all other issues not settled in these Terms and Conditions of Sale, Delivery and Payment.
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