I. GENERAL PROVISIONS
1. The General Sales and Delivery Terms are applicable for all Mersteel SSC’s sales. Any additional terms or terms contrary to our General Sales and Delivery Terms shall apply only if accepted by Mersteel SSCunder contract of sale.
2. The purchase and delivery terms of customer shall in all cases not be binding for Mersteel SSC even if enclosed with an order not expressly rejected by Mersteel SSC. Any terms contrary to Mersteel SSC’s General Terms shall apply only if accepted by Mersteel SSC in writing.
3. The interpretation of commercial terms shall be governed by valid Official rules of the International Chamber of Commerce (Incoterms).
II. OFFERS AND ORDERS
1. Mersteel SSC’s offers shall not be binding for customer until offer is implicitly confirmed by customer.
2. An order shall be deemed accepted only after it has been confirmed in writing by Mersteel SSC. The valid quantities and delivery terms shall be those specified in a relevant written confirmation of an order.
3. Ownership rights and copyrights to sales catalogues, brochures and other sales documents shall remain the property of Mersteel SSC. The buyer shall not be allowed to hand over any such materials to third persons.
III. DELIVERIES
1. Delivery terms shall be binding only if agreed in writing.
2. In the event of buyer’s request for partial or accelerated delivery, Mersteel SSC shall have the right to charge any additional services or costs separately.
3. Mersteel SSC rejects any warranty for loss of profit and other indirect losses arising from its failure to meet delivery terms or execute deliveries, and any such warranty is excluded by these by these General Terms. Unless agreed separately in writing, If deliveries and services are hindered or made difficult by delay in production, force majeure or other extraordinary and unforeseeable events, Mersteel SSC shall have the right to change or terminate a relevant contract of sale. This shall also apply in circumstances of force major occur with Mersteel SSC’s supplier.
4. The buyer shall be obliged to take delivery of goods as agreed in confirmed order or in 5 days after a notification that goods are ready for shipment. If the buyer fails to take delivery of goods within this period, Mersteel SSC shall have the right to invoice the storage costs in amount of 0,1% of good’s value per each day of delay.
5. If the buyer fails to make payment as provided ij contract of sale, Mersteel SSC shall have the right to terminate any such contract of sale. Mersteel SSC may request the return of any delivered and unpaid goods.
6. In the event of delayed dispatch of goods for reasons on the part of the buyer, the buyer shall be solely responsible for any consequences of such delay, including the payment of related warehousing costs.
IV. PRICES AND PAYMENT TERMS
1. Unless specified otherwise in the offer and other document, prices shall be net EUR prices, FREE CARIER Mersteel SSC’s warehouse in Naklo in conformity with INCOTERMS 2000, taxes and other duties unpaid, standard packaging included.
2. The price, payment and delivery terms shall be those specified in the written confirmation of an order.
3. The payment terms begins to run on the date of issue of a relevant invoice.
4. In the event of delayed payment, applicable statutory interest rate for late payment. Mersteel SSC retains the right to charge any costs related to default notices and services required for collecting payment for goods or services sold.
V. RETENTION OF TITLE
1. Mersteel SSC shall retain ownership rights to delivered goods until the purchase price is paid in full.
2. It the buyer is in delay with the payment of delivered goods, Mersteel SSC retains the right to request the return of delivered goods and to have any expenses arising in connection with such goods reimbursed by the buyer. If any sold goods are appropriated by Mersteel SSC, Mersteel SSC shall also withdraw from the relevant contract of sale.
3. In the case of finished or reprocessed goods, Mersteel SSC shall remain the owner of finished reprocessed goods in the value of the delivery until the ordered services are paid in full. The buyer is in particular prohibited to pledge the delivered goods or final product.
4. If a third party attempt to enforce its ownership rights by the appropriation of goods or in any other manner, the buyer shall be obliged to inform such third party of Mersteel SSC’s ownership rights and notify Mersteel SSC thereof without undue delay.
5. If the buyer sells goods to third party before the sales price and any additional costs are paid in full, the buyer shall assign to Mersteel SSC all the proceeds from or rights to receive payment for the goods sold.
6. If Mersteel is forced to exercise its rights to the retention of title, the buyer shall be obliged to allow Mersteel SSC to inspect and inventory all goods subject to retention of title.
VI. DEFECT LIABILITY
1. The delivery is considered fulfilled as agreed in confirmation of order if the weight of the delivery deviates less than 10% from confirmed order quantities.
2. In the event of any goods inconsistent with specification, the buyer may return the goods to the seller’s warehouse only with the prior written approval of Mersteel SSC.
3. The buyer shall notify Mersteel SSC of any and all damages, defects or missing quantities of goods immediately after receipt thereof and in case of hidden faults in 8 days from the days the defect of goods was discovered. If the buyer fails to notify the seller within these periods, it shall be deemed that the goods have been accepted as goods consistent with the specifications in buyer’s order, and the buyer shall be obliged to pay the purchase in full. Mersteel SSC does not guarrantie for defects discovered 6 months after the receipt of goods by the buyer.
4. Mersteel SSC shall replace any inconsistant goods or deliver missing goods with the shortest reasonable time. This shall not apply for damaged goods, for improperly handled or used goods and for worn goods due to normal use.
5. It is expressly agreed that the buyer shall not be entitled to claim indemnity for any damages, loos of profit or costs of substitute purchase in connection with a complaint.
VI. OTHER PROVISIONS
1. Mersteel SSC shall always be entitled to correct any evident errors (in typing or calculation) in sales documents.
2. Any eventual disputes shall be settled amicably by the buyer and Mersteel SSC. If amicable agreement cannot be reached, Mersteel SSC shall have the discretionary right to select the competent court and governing law.
3. By the issue of an order, the buyer accepts Mersteel SSC’s General Business terms.
Version dated: December 2014