The Rim Pacific Trading Company Limited
Terms of Sale
I. General – Scope
1. Our goods and services are delivered subject exclusively to the following General Terms of Sale. They apply equally to all future business transactions between the Contract Parties without necessitating renewed indication. They also apply, if we do not expressly refer to them in future contracts, in particular also if we deliver goods and provide services to the purchaser without reservation, despite being aware of the purchaser’s terms and conditions that oppose or deviate from our General Terms of Sale.
2. Purchaser's references to his Terms of Sale are hereby refuted. We do not recognise any terms from the purchaser that oppose or deviate from our Terms of Sale, even when the contract is implemented unconditionally.
II. Offers and conclusion of contract, scope of services
1. Our offers to the purchaser are subject to change. Offers shall only become binding when the order is placed. We may choose to accept this offer either by sending an order confirmation or by unconditionally providing the goods and services ordered.
2. Technical data and descriptions in our product information or advertising material and technical bulletins as well as specifications from the manufacturer are neither guarantees of property nor durability of the goods delivered by us unless the specifications have been agreed in individual contracts.
3. Sales as per model or sample merely describe professional compliance to the sample specifications, however, they do not constitute a guarantee of the quality and durability of the goods to be delivered by us.
4. We shall give technical advice on the application to the best of our knowledge. All information about suitability and application of our goods does not release the purchaser from conducting own examinations and tests to determine if the products are suitable for the intended purposes.
5. Our deliveries and services are subject to national and international regulations pertaining to foreign trade legislation (e.g. export licensing procedures, trade embargos). The customer is under obligation to provide to us, with his order, all the information and documents required for the import and export of our deliveries and services on time. Deadlines and delivery schedules shall be delayed during the period of export licensing procedures or other similar regulatory procedures.
III. Prices, terms of payment, default
1. The prices agreed on conclusion of each contract, in particular the prices listed on the order form or order confirmation shall apply. Prices shall be calculated on the basis of the weights and quantities determined by us. In addition, the statutory amount of value added tax valid on the day of delivery is added as well as the cost of packaging necessary for proper dispatch, transport costs ex our works or ex our warehouse, cost of cartage and – if agreed upon – the cost of transport insurance. In the case of international deliveries, other country-specific charges may be due.
2. We reserve the right to adjust our prices appropriately, if changes in costs occur after conclusion of contract due to collective bargaining agreements, price increases by the sub-suppliers or fluctuations in the exchange rates. These changes in prices shall be communicated in writing at least four weeks before the new prices become valid. If the purchaser does not object within one week of notification of new prices, they shall be considered accepted. This does not apply in the case where a fixed price was agreed upon.
3. Our invoices are due as per due date specified on the invoice.
4. If the purchaser does not pay due invoices, exceeds the allowed payment date, or the purchaser’s financial situation deteriorates after conclusion of contract or we receive unfavourable reports about the purchaser after conclusion of contract that question the purchaser’s ability to pay or its creditworthiness, we are entitled to make the entire balance of the debt due for payment or, by changing the agreement, to demand prepayment or securities or, after delivery, immediate payment of all claims based on the same legal relationship. This applies, in particular, if the purchaser stops payments, a cheque from the purchaser is not honoured, a bill of exchange issued by the purchaser is not paid by the purchaser, insolvency proceedings have been applied for or instituted against the purchaser’s assets or insolvency proceedings were not opened due to a lack of assets.
5. In case of substantiated doubt regarding the solvency of the Purchaser, particularly in case of default of payment, we may - subject to further claims - revoke previously granted terms of payment as well as make further deliveries subject to the provision of other securities.
6. Non-payment of the purchase price at the due date represents an essential violation of contractual obligations.
IV. Delivery and service times, delays
1. Delivery times are only approximate unless a fixed time was expressly agreed upon in writing. Statements of delivery times are, in principle, subject to contractual participation on the part of the purchaser.
2. Our liability for damages in all cases of delay is limited pursuant to the regulations in Section V, 1 – 2.
3. We are entitled to provide partial deliveries and partial services within the agreed upon delivery and service times, if this is reasonable for the purchaser.
4. Fulfilling our delivery and service obligations requires the timely and proper fulfilment of obligations on the part of the purchaser. We reserve the right to claim the defence of nonperformance of contract.
5. If the purchaser is in delay with regard to call-offs, acceptance or collection or if the purchaser is responsible for a delay of dispatch or delivery, we are entitled, without prejudice to further claims, to charge a flat fee in the amount of the usual local storage costs irrespective of the goods being stored with us or a third party. The purchaser reserves the right to prove that no or lower damages have been incurred.
V. Purchaser’s rights in case of defects
1. The purchaser must notify us in writing immediately, however no later than 3 days after receipt of goods, of obvious defects, wrong deliveries or deviations in quantity. To comply with warranty claims, the Purchaser has to inspect the goods immediately with respect to their conformity, particularly types, quantities and weight deviations as well as discernible material defects and comply with the duties of inspection specified in the applicable DIN standards. This also applies when components that were not acquired from us are mixed in. Should possible defects only be detected during processing, all work must be stopped immediately and the unopened original packaging that has not yet been processed, must be secured. This must be made available to us for inspection at our request. Claims from hidden defects are excluded three months after the transfer of risk to the purchaser in accordance with Section V. 1 and are considered late if they could reasonably be considered detectable. In case of a late or improperly asserted defect claims pursuant to Section V, the purchaser shall lose its rights to claim defects unless we maliciously concealed the defect.
2. Should the goods delivered by us be defective, we are obligated to remedy defects or deliver defect-free goods at our choosing (supplementary performance). If we are not willing or able to provide supplementary performance, in particular if this is delayed beyond a reasonable deadline for reasons we are responsible for, or if supplementary performance fails in any other way, the purchaser is entitled at its choice to withdraw from the contract or demand reduction of the purchase price. Supplementary performance shall be considered failed after the second attempt, unless the type of object or other circumstances indicate otherwise.
VI. Returns
Returning defect-free goods delivered by us is excluded.
VII.Final provisions
Should individual provisions of the above agreement be invalid, partially invalid or excluded by special agreement, the validity of the remaining provisions shall not be affected.