International Business Law - General Terms Of Sale

SEAFOOD X

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GENERAL TERMS OF SALE

1. General

1.1 These General Terms and Conditions of Sale ("Conditions") govern the offering, sale and delivery of all goods and/or services (the goods and services herein both separately and jointly referred to as: the "Goods") from or on behalf of Seafood X ("Seller") to customer ("Customer") and apply to all similar dealings between Seller and Customer.

1.2 "Conditions" means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Seller.

1.3 These Conditions may only be varied or waived by a duly executed written agreement between Seller and Customer.

1.4 By contracting on the basis of these Conditions, Customer explicitly acknowledges and agrees the applicability of the present General Terms of Sale and expressly waives assertion of its own general contractual conditions, if any.

1.5 Any electronic communication between Seller and Customer shall be considered to be a "Writing". The electronic communication system used by Seller will serve as sole proof for the content and the time of delivery and receipt of such electronic communication.

2. Quotations

2.1 Quotations, made by Seller in whatever form, are not binding upon Seller and merely constitute an invitation to Customer to place an order. All quotations issued by Seller are revocable and subject to change without notice. Orders are not binding until accepted by Seller in writing ("Seller's Confirmation"). Seller shall be entitled to refuse an order without indication of its reasons.

2.2 Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.

3. Order and Order Confirmations

3.1 An order must contain the correct and complete product denomination and any specifications necessary to be valid. An order is accepted only after Seller has issued a written order Confirmation to Customer. Seller reserves the right to make the acceptance of an order subject to pre-payment or other payment guarantees.

3.2 Once an order has been confirmed, no changes in the delivery schedule can be made without a written confirmation sent by Seller.

3.3 Orders confirmed by Seller cannot be cancelled by Customer. Any quantity confirmed but not yet shipped and invoiced will be shipped and invoiced to Customer immediately.

4. Price of Goods

4.1 The price of Goods shall be Seller's quoted price or, where no price has been quoted (or quoted price is no longer valid), the price should be the price ruling at the date of dispatch of the order. Whilst Seller shall make every effort to ensure that the quoted price of the Goods shall remain valid, all prices are subject to change, without notice to Customer.

4.2 The price is exclusive of any applicable value added tax, which Customer shall be additionally liable to pay Seller.

5. Payment Terms

5.1 All invoices are payable net within 30 days of the invoice date. Seller reserves the right to charge a late payment interest charge of 1% per month (or up to the legally permitted maximum rate) starting at the due date for any invoiced and undisputed amounts.

5.2 For new customers and in special cases, payment in advance or by letter of credit may be requested. Possible defects or any others reasons which are not accepted by Seller do not authorize Customer to reduce the invoiced amount or to refuse payment. In any case, payment of the undisputed part of the invoiced amount has to be remitted in time.

5.3 Any banking fees that apply for the settlement of invoices are at the expenses of Customer. Seller is allowed to charge any unjustified deductions made by Customer. In the event of any invoiced amounts overdue, Seller reserves the right to stop deliveries until Customer has settled all invoiced amounts overdue.

6. Terms of delivery

6.1 The scope and execution of the delivery are defined in the order of confirmation. Services not mentioned therein will be billed separately.

6.2 The order confirmation contains the date on which Seller expects the goods to be shipped to Customer. Seller endeavours to set delivery dates as precisely as possible and to observe them even in case of unforeseen difficulties in procurement and/or production.

Meeting confirmed delivery dates requires that Customer fulfils its obligation by timely providing all necessary information and specifications. If Customer does not fulfil its obligations, Seller may stop or postpone confirmed deliveries.

Should deliveries be delayed or temporarily made impossible for reasons which Seller cannot be held responsible for, Seller is authorized to store the goods at the charge and risk of Customer.

Delivery is considered to have taken place when the goods have left Seller's facilities.

6.3 Unless expressly stated otherwise in Seller's Confirmation, all deliveries of Goods shall be Ex Works Seller's production facility. The terms Ex Works shall have the meaning set forth in the latest version of INCOTERMS published by the International Chamber of Commerce at Paris, France, at the time of Seller's Confirmation. Customer shall accept the Goods upon delivery.

7. Transfer of Risk and Property

7.1 Risk of damage or loss of the Goods shall pass to Customer:

- In the case of Goods to be delivered at Seller's premises, at the time when Seller notifies Customer that the Goods are available for collection.

- In the case of Goods to be delivered otherwise that at Seller's premises, at the time of delivery or, if Customer wrongfully fails to take delivery of Goods, the time when Seller