Terms and Conditions
1) AGREEMENT COVERAGE
The present terms and conditions (“T&C”) apply to the purchase of any materials, objects, products, components, software, and that of any related services (hereinafter referred to as “Goods”), performed, supplied or provided by the supplier (hereinafter referred to as “the Seller”) to the buyer (hereinafter referred to as “LL-resources”).These apply where any cost estimate or offers made by LL-resources to the Seller are concerned; as well as where the Seller makes any offer; and shall form an integral part of any order (“Order”) placed by LL-resources with the Seller.The present T&C shall imperatively apply, superseding any other terms and conditions; in particular, the Seller’s general terms of sale, unless otherwise agreed in writing by LL-resources and the Seller.Should any provisions of these T&C not be applicable, on whatever ground that might be, every other terms and conditions would remain valid however.
2) PRICES / INVOICING / TERMS OF PAYMENT
The Seller shall be bound by the price quotations and offers he made, for at least 60 days as of LL-resources receiving them.The applicable prices are that mentioned on the order form or that arising from the price calculation methods stipulated on the order form. Prices are always to be understood as firm and shall not be reconsidered, indexed nor adjusted following currency fluctuations.The price is all-inclusive and, except by prior written agreement by LL-resources especially indicated on the order, no additional costs shall be allowed, be they cost-, risk-, or charge-pertaining to, or of any other nature in connection with, the carrying out of the order.After each supply of Goods pursuant to an Order, the Seller shall issue the invoice in duplicate in compliance with legal and LL-resources requirements, and mentioning LL-resources Order number and dates, the Seller’s references, the level of order fulfilment justifying the provision of an instalment, its amount or, should the case occur, the balance still owed. No invoice shall refer to more than one order.Issued in due form, the invoice shall be paid within 90 days of the end of the month following LL-resources acknowledging receipt of the order, unless a longer delay has been agreed upon between the parties.However, LL-resources reserve the right to terminate payment should the Seller fail to comply with the Order. In such an event, the Seller shall not be entitled to any interest (not even on part of the prices), penalty, or any other form compensation could take.There not being an express rejection of an invoice does not constitute an acceptance of it. Payment of an invoice does not constitute an acceptance of the ordered or delivered Goods. For it to be valid, the acceptance of the Goods by LL-resources must be express and only constitutes LL-resources sole acknowledgement of the delivery having be carried out.
3) DELIVERY / PACKING / TRANSPORT
Unless otherwise specified in writing, the Goods shall be sold in accordance with the latest version of the Incoterms issued by the international Chamber of Commerce.The Goods shall be delivered to the Delivery Point as indicated by LL-resources (“Delivery”).Prior to dispatching, the Seller shall check the Goods are in such manner as is required under the Order, in particular in terms of their quantities, qualities, weight and measurements as well as for any possible damage to the Goods or their packaging.The Goods are to be packed in such a manner as shall prevent any damages occurring during handling and dispatching.Each batch shall be clearly and legibly marked, in accordance with the regulations in force, and in particular in the case of dangerous goods, if necessary, as may be requested by LL-resources.These markings shall at least include the Order number, Seller identification, the batch number, the delivery point, a description of the Goods, weights and quantities, along with any other identification markings that may be necessary to the receipt and correct assembly of the Goods.The Seller shall be responsible for dispatching the Goods to the delivery point in such an appropriate manner as will prevent any damage to the Goods and to third parties, as well as any hazard while unloading the Goods at LL-resources delivery point.Unless otherwise specified by the parties, the transfer of ownership shall be effective as of the time of the delivery of the Goods at LL-resources premises or any other location agreed upon by the parties. Any title retention clause the Seller may have shall be regarded as unwritten. However, the Seller shall bear the risks until the Goods have been formally accepted.
4) DELIVERY TIMES / DELAYS
The due times and dates for delivery shall be those specified on the order. By accepting the order, the Seller irrevocably binds himself to abide by the delivery times and dates thus defined.The due times and dates for deliveries specified on the order are essential points and shall not be changed without the signed written consent of both parties.Without the prior written consent, early deliveries are not permitted. In every instance, the Seller shall not be entitled to any early delivery premium.The Seller shall swiftly notify LL-resources in writing of the detailed circumstances of any event likely to mean that the due date for delivery will not be met; this shall however not entitle him to a delivery time extension.The Seller must ensure that every reasonable course of action will be taken so as to minimize the lateness of the delivery, as well as the consequences these delays shall have.
For late delivery time; LL-resources shall be entitled, without prejudice to any other rights, to damages amounting to 1% of the Order value for each full week’s delay, and be no greater than 10%. LL-resources shall make their decision known as to recouping these damages at the latest on the date payment of the first invoice issued after a late delivery is due. These damages are due without prejudice to any other right to a compensation for damages, held by LL-resources.Save in cases of force majeure, LL-resources may terminate the order without the Seller being entitled to any indemnity or compensation whatsoever and without prejudice to any rights LL-resources holds to a compensation for damages, losses or prejudices subjected to, following the delay, if the due delivery took place too late with regard to their needs, or if they have not been notified in advance and in writing of any delay.
5) CHANGES AND SUBSTITUTIONS
LL-resources shall have the right to change the order, without this modification being able in any way of violating or of invalidating the order. The Seller shall then quickly inform LL-resources of any changes in the price or delivery schedule brought about by the changes LL-resources requested and the said changes shall have to be approved in writing by the parties in an amendment to the order or a new order signed by both parties.The Seller is not authorized to carry out, or propose, any modification or substitution whatsoever of the supplies nor is he authorized to deliver nonconforming Goods without the prior written consent of LL-resources.
