GENERAL CONDITIONS
for the
SUPPLY OF MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS
Brussels, March 2012
PREAMBLE
1. These General Conditions shall apply when the parties
agree In Writing or otherwise thereto. Any modifications of or
deviations from them must be agreed In Writing.
DEFINITIONS
2. In these General Conditions the following terms shall have
the meanings hereunder assigned to them:
- “Contract”: the agreement In Writing between the
parties concerning supply of the Product and all appendices,
including agreed amendments and additions In Writing to the said
documents;
- “Gross Negligence”: an act or omission implying either
a failure to pay due regard to serious consequences, which a
conscientious contracting party would normally foresee as likely
to ensue, or a deliberate disregard of the consequences of such
an act or omission;
- “In Writing”: communication by document signed by
both parties or by letter, fax, electronic mail and by such other
means as are agreed by the parties;
- “the Product”: the object(s) to be supplied under the
Contract, including software and documentation.
PRODUCT INFORMATION
3. All information and data contained in general product
documentation and price lists shall be binding only to the extent
that they are by reference In Writing expressly included in the
Contract.
DRAWINGS AND TECHNICAL INFORMATION
4. All drawings and technical documents relating to the
Product or its manufacture submitted by one party to the other,
prior or subsequent to the formation of the Contract, shall remain
the property of the submitting party.
Drawings, technical documents or other technical
information received by one party shall not, without the consent
of the other party, be used for any other purpose than that for
which they were provided. They may not, without the consent of
the submitting party, otherwise be used or copied, reproduced,
transmitted or communicated to a third party.
5. The Supplier shall, not later than at the date of delivery,
provide free of charge information and drawings which are
necessary to permit the Purchaser to install, commission, operate
and maintain the Product. Such information and drawings shall
be supplied in the number of copies agreed upon or at least
one copy of each. The Supplier shall not be obliged to provide
manufacturing drawings for the Product or for spare parts.
ACCEPTANCE TESTS
6. Acceptance tests provided for in the Contract shall, unless
otherwise agreed, be carried out at the place of manufacture
during normal working hours.
If the Contract does not specify the technical requirements,
the tests shall be carried out in accordance with general practice
in the appropriate branch of industry concerned in the country of
manufacture.
7. The Supplier shall notify the Purchaser In Writing of the
acceptance tests in sufficient time to permit the Purchaser to be
represented at the tests. If the Purchaser is not represented, the
test report shall be sent to the Purchaser and shall be accepted
as accurate.
8. If the acceptance tests show the Product not to be in
accordance with the Contract, the Supplier shall without delay
remedy any deficiencies in order to ensure that the Product
complies with the Contract. New tests shall then be carried out at
the Purchaser’s request, unless the deficiency was insignificant.
9. The Supplier shall bear all costs for acceptance tests carried
out at the place of manufacture. The Purchaser shall however
bear all travelling and living expenses for his representatives in
connection with such tests.
DELIVERY. PASSING OF RISK
10. Any agreed trade term shall be construed in accordance
with the INCOTERMS® in force at the formation of the Contract.
If no trade term has been specifically agreed, the delivery
shall be Free Carrier (FCA) at the place named by the Supplier.
If, in the case of delivery Free Carrier, the Supplier, at the
request of the Purchaser, undertakes to send the Product to its
destination, the risk will pass not later than when the Product is
handed over to the first carrier.
Partial delivery shall not be permitted, unless otherwise
agreed.
TIME FOR DELIVERY. DELAY
11. If the parties, instead of specifying the date for delivery,
have specified a period of time within which delivery shall take
place, such period shall start to run as soon as the Contract
is entered into and all agreed preconditions to be fulfilled by
the Purchaser have been satisfied, such as official formalities,
payments due at the formation of the Contract and securities.
12. If the Supplier anticipates that he will not be able to deliver
the Product at the time for delivery, he shall forthwith notify the
ORGALIME S 2012
Licensed for electronic use by Metso Oyj; Licence N° 10/09/09 ORGALIME
Purchaser thereof In Writing, stating the reason and, if possible,
the time when delivery can be expected.
If the Supplier fails to give such notice, the Purchaser shall
be entitled to compensation for any additional costs which he
incurs and which he could have avoided had he received such
notice.
13. If delay in delivery is caused by any of the circumstances
mentioned in Clause 41, by an act or omission on the part of the
Purchaser, including suspension under Clauses 21 and 44, or any
other circumstances attributable to the Purchaser, the Supplier
shall be entitled to extend the time for delivery by a period which
is necessary having regard to all the circumstances of the case.
This provision shall apply regardless of whether the reason for the
delay occurs before or after the agreed time for delivery.
14. If the Product is not delivered at the time for delivery, the
Purchaser shall be entitled to liquidated damages from the date
on which delivery should have taken place.
The liquidated damages shall be payable at a rate of 0.5
per cent of the purchase price for each commenced week of
delay. The liquidated damages shall not exceed 7.5 per cent of
the purchase price.
If only part of the Product is delayed, the liquidated
damages shall be calculated on that part of the purchase price
which is attributable to such part of the Product as cannot in
consequence of the delay be used as intended by the parties.
The liquidated damages shall become due at the
Purchaser’s demand In Writing but not before delivery has been
completed or the Contract is terminated under Clause 15.
The Purchaser shall forfeit his right to liquidated damages
if he has not lodged a claim In Writing for such damages within six
months after the time when delivery should have taken place.
15. If the delay in delivery is such that the Purchaser is
entitled to maximum liquidated damages under Clause 14 and
if the Product is still not delivered, the Purchaser may In Writing
demand delivery within a final reasonable period which shall not
be less than one week.
If the Supplier does not deliver within such final period
and this is not due to any circumstances which are attributable
to the Purchaser, then the Purchaser may by notice In Writing
to the Supplier terminate the Contract in respect of such part of
the Product as cannot in consequence of the Supplier’s failure to
deliver be used as intended by the parties.
If the Purchaser terminates the Contract he shall be
entitled to compensation for the loss he suffers as a result of the
Supplier’s delay, including any consequential and indirect loss.
The total compensation, including the liquidated damages which
are payable under Clause 14, shall not exceed 15 per cent of that
part of the purchase price which is attributable to the part of the
Product in respect of which the Contract is terminated.
The Purchaser shall also have the right to terminate the
Contract by notice In Writing to the Supplier, if it is clear from
the circumstances that there will occur a delay in delivery which,
under Clause 14, would entitle the Purchaser to maximum
liquidated damages. In case of termination for this reason, the
Purchaser shall be entitled to maximum liquidated damages and
compensation under the third paragraph of this Clause 15.
16. Liquidated damages under Clause 14 and termination of
the Contract with limited compensation under Clause 15 shall
be the only remedies available to the Purchaser in case of delay
on the part of the Supplier. All other claims against the Supplier
based on such delay shall be excluded, except where the Supplier
has been guilty of Gross Negligence.
17. If the Purchaser anticipates that he will be unable to accept
delivery of the Product at the time for delivery, he shall forthwith
notify the Supplier In Writing thereof, stating the reason and, if
possible, the time when he will be able to accept delivery.
If the Purchaser fails to accept delivery at the time for
delivery, he shall nevertheless pay any part of the purchase price
which becomes due at the time for delivery, as if delivery had
taken place at the time for delivery. The Supplier shall arrange for
storage of the Product at the risk and expense of the Purchaser.
The Supplier shall also, if the Purchaser so requires, insure the
Product at the Purchaser’s expense.
18. Unless the Purchaser’s failure to accept delivery is due to
any such circumstance as mentioned in Clause 41, the Supplier
may by notice In Writing require the Purchaser to accept delivery
within a final reasonable period.
If, for any reason which is not attributable to the Supplier,
the Purchaser fails to accept delivery within such period, the
Supplier may by notice In Writing terminate the Contract in whole
or in part. The Supplier shall then be entitled to compensation for
the loss he suffers by reason of the Purchaser’s default, including
any consequential and indirect loss. The compensation shall not
exceed that part of the purchase price which is attributable to that
part of the Product in respect of which the Contract is terminated.
PAYMENT
19. Payment shall be made within 30 days after the date of
invoice.
Unless otherwise agreed, the purchase price shall be
paid with one third at t
GENERAL CONDITIONSfor theSUPPLY OF MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTSBrussels, March 2012PREAMBLE1. These General Conditions shall apply when the partiesagree In Writing or otherwise thereto. Any modifications of ordeviations from them must be agreed In Writing.DEFINITIONS2. In these General Conditions the following terms shall havethe meanings hereunder assigned to them:- “Contract”: the agreement In Writing between theparties concerning supply of the Product and all appendices,including agreed amendments and additions In Writing to the saiddocuments;- “Gross Negligence”: an act or omission implying eithera failure to pay due regard to serious consequences, which aconscientious contracting party would normally foresee as likelyto ensue, or a deliberate disregard of the consequences of suchan act or omission;- “In Writing”: communication by document signed byboth parties or by letter, fax, electronic mail and by such othermeans as are agreed by the parties;- “the Product”: the object(s) to be supplied under theContract, including software and documentation.PRODUCT INFORMATION3. All information and data contained in general productdocumentation and price lists shall be binding only to the extentthat they are by reference In Writing expressly included in theContract.DRAWINGS AND TECHNICAL INFORMATION4. All drawings and technical documents relating to theProduct or its manufacture submitted by one party to the other,prior or subsequent to the formation of the Contract, shall remainthe property of the submitting party.Drawings, technical documents or other technicalinformation received by one party shall not, without the consentof the other party, be used for any other purpose than that forwhich they were provided. They may not, without the consent ofthe submitting party, otherwise be used or copied, reproduced,transmitted or communicated to a third party.5. The Supplier shall, not later than at the date of delivery,provide free of charge information and drawings which arenecessary to permit the Purchaser to install, commission, operateand maintain the Product. Such information and drawings shallbe supplied in the number of copies agreed upon or at leastone copy of each. The Supplier shall not be obliged to providemanufacturing drawings for the Product or for spare parts.ACCEPTANCE TESTS6. Acceptance tests provided for in the Contract shall, unlessotherwise agreed, be carried out at the place of manufactureduring normal working hours.If the Contract does not specify the technical requirements,the tests shall be carried out in accordance with general practicein the appropriate branch of industry concerned in the country ofmanufacture.7. The Supplier shall notify the Purchaser In Writing of theacceptance tests in sufficient time to permit the Purchaser to berepresented at the tests. If the Purchaser is not represented, thetest report shall be sent to the Purchaser and shall be acceptedas accurate.8. If the acceptance tests show the Product not to be inaccordance with the Contract, the Supplier shall without delayremedy any deficiencies in order to ensure that the Productcomplies with the Contract. New tests shall then be carried out atthe Purchaser’s request, unless the deficiency was insignificant.9. The Supplier shall bear all costs for acceptance tests carriedout at the place of manufacture. The Purchaser shall howeverbear all travelling and living expenses for his representatives inconnection with such tests.DELIVERY. PASSING OF RISK10. Any agreed trade term shall be construed in accordancewith the INCOTERMS® in force at the formation of the Contract.If no trade term has been specifically agreed, the deliveryshall be Free Carrier (FCA) at the place named by the Supplier.If, in the case of delivery Free Carrier, the Supplier, at therequest of the Purchaser, undertakes to send the Product to itsdestination, the risk will pass not later than when the Product ishanded over to the first carrier.Partial delivery shall not be permitted, unless otherwiseagreed.TIME FOR DELIVERY. DELAY11. If the parties, instead of specifying the date for delivery,have specified a period of time within which delivery shall takeplace, such period shall start to run as soon as the Contractis entered into and all agreed preconditions to be fulfilled bythe Purchaser have been satisfied, such as official formalities,payments due at the formation of the Contract and securities.12. If the Supplier anticipates that he will not be able to deliverthe Product at the time for delivery, he shall forthwith notify theORGALIME S 2012Licensed for electronic use by Metso Oyj; Licence N° 10/09/09 ORGALIMEPurchaser thereof In Writing, stating the reason and, if possible,the time when delivery can be expected.If the Supplier fails to give such notice, the Purchaser shallbe entitled to compensation for any additional costs which heincurs and which he could have avoided had he received suchnotice.13. If delay in delivery is caused by any of the circumstancesmentioned in Clause 41, by an act or omission on the part of thePurchaser, including suspension under Clauses 21 and 44, or anyother circumstances attributable to the Purchaser, the Suppliershall be entitled to extend the time for delivery by a period whichis necessary having regard to all the circumstances of the case.This provision shall apply regardless of whether the reason for thedelay occurs before or after the agreed time for delivery.14. If the Product is not delivered at the time for delivery, thePurchaser shall be entitled to liquidated damages from the dateon which delivery should have taken place.The liquidated damages shall be payable at a rate of 0.5per cent of the purchase price for each commenced week ofdelay. The liquidated damages shall not exceed 7.5 per cent ofthe purchase price.If only part of the Product is delayed, the liquidateddamages shall be calculated on that part of the purchase pricewhich is attributable to such part of the Product as cannot inconsequence of the delay be used as intended by the parties.The liquidated damages shall become due at thePurchaser’s demand In Writing but not before delivery has beencompleted or the Contract is terminated under Clause 15.The Purchaser shall forfeit his right to liquidated damagesif he has not lodged a claim In Writing for such damages within sixmonths after the time when delivery should have taken place.15. If the delay in delivery is such that the Purchaser isentitled to maximum liquidated damages under Clause 14 andif the Product is still not delivered, the Purchaser may In Writingdemand delivery within a final reasonable period which shall notbe less than one week.If the Supplier does not deliver within such final periodand this is not due to any circumstances which are attributableto the Purchaser, then the Purchaser may by notice In Writingto the Supplier terminate the Contract in respect of such part ofthe Product as cannot in consequence of the Supplier’s failure todeliver be used as intended by the parties.If the Purchaser terminates the Contract he shall beentitled to compensation for the loss he suffers as a result of theSupplier’s delay, including any consequential and indirect loss.The total compensation, including the liquidated damages whichare payable under Clause 14, shall not exceed 15 per cent of thatpart of the purchase price which is attributable to the part of theProduct in respect of which the Contract is terminated.The Purchaser shall also have the right to terminate theContract by notice In Writing to the Supplier, if it is clear fromthe circumstances that there will occur a delay in delivery which,under Clause 14, would entitle the Purchaser to maximumliquidated damages. In case of termination for this reason, thePurchaser shall be entitled to maximum liquidated damages andcompensation under the third paragraph of this Clause 15.16. Liquidated damages under Clause 14 and termination ofthe Contract with limited compensation under Clause 15 shallbe the only remedies available to the Purchaser in case of delayon the part of the Supplier. All other claims against the Supplierbased on such delay shall be excluded, except where the Supplierhas been guilty of Gross Negligence.17. If the Purchaser anticipates that he will be unable to acceptdelivery of the Product at the time for delivery, he shall forthwithnotify the Supplier In Writing thereof, stating the reason and, ifpossible, the time when he will be able to accept delivery.If the Purchaser fails to accept delivery at the time fordelivery, he shall nevertheless pay any part of the purchase pricewhich becomes due at the time for delivery, as if delivery hadtaken place at the time for delivery. The Supplier shall arrange forstorage of the Product at the risk and expense of the Purchaser.The Supplier shall also, if the Purchaser so requires, insure theProduct at the Purchaser’s expense.18. Unless the Purchaser’s failure to accept delivery is due toany such circumstance as mentioned in Clause 41, the Suppliermay by notice In Writing require the Purchaser to accept deliverywithin a final reasonable period.If, for any reason which is not attributable to the Supplier,the Purchaser fails to accept delivery within such period, theSupplier may by notice In Writing terminate the Contract in wholeor in part. The Supplier shall then be entitled to compensation forthe loss he suffers by reason of the Purchaser’s default, includingany consequential and indirect loss. The compensation shall notexceed that part of the purchase price which is attributable to thatpart of the Product in respect of which the Contract is terminated.PAYMENT19. Payment shall be made within 30 days after the date ofinvoice.Unless otherwise agreed, the purchase price shall bepaid with one third at t
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