Standard Terms And Conditions of Purchase
Unless otherwise agreed in writing for a specific sale or varied on the face of an accepted Order, the Standard Terms and Conditions set forth below shall govern all purchases made by IngredienTrade.com, Inc., 333 West 52nd Street, Suite 305, New York, NY 10019 USA, Tel: 212 586 1880; Fax: 212 246 2493 (hereinafter called “buyer”).
1. Definitions.
Unless otherwise stated herein, the following definitions apply throughout:
“Supplier” shall mean any company supplying products to Buyer. “Product(s)” shall mean any product(s) to be supplied by Supplier to Buyer. “Order” shall mean any offer made by Buyer to purchase Products from Supplier.
2. Rights and Obligations of Buyer
2.1 Buyer’s placing Orders with Supplier or accepting of quotations of Supplier shall be the basis of an individual sales contract between the parties. Such Orders/quotations shall indicate the name, quantity and price of the Products ordered and may specify any other requirements relating to shipment, packing, certifications and any relevant commercial matters as well as any required technical specifications or conditions. Such terms shall be incorporated as material terms into the individual sales contract. If not already set out in the accepted Order, a mutually acceptable date or dates for delivery shall be established in writing signed or otherwise acknowledged by both parties. Subject to any conditions in Buyer’s Order, the Order shall be considered accepted and binding upon its written confirmation by Supplier in the form of an acknowledgement, letter of acceptance, invoice, or other writing including e-mail that refers to Buyer’s Order, or shall be considered as accepted by shipment of the Product, whichever is earlier. Buyer may withdraw its Order at any time prior to its acceptance by Supplier. If Buyer has received a quotation from Supplier and has in writing accepted the quotation, this shall also be deemed an accepted Order. If Buyer amends a quotation received from Supplier and Supplier accepts or acknowledges such modified counter-offer, this shall also be deemed an accepted Order.
2.2 Buyer may reject the goods, if the goods or the tender of the delivery fail in any material respect to conform to the terms of the Order. In this case, Buyer is obligated to invite a surveyor from an Independent Organization to survey the cargo within 30 days of physical receipt, and issue a report with regard to Buyer’s claim. Buyer will then send copy of this report and full notice of the claim to the Supplier. In the event that the report finds nonconformity sufficient to justify rejection, Buyer may, at its option, (a) reject the entire delivery; (b) accept the entire delivery; or (c) accept any commercial unit or units and reject the rest with a corresponding adjustment of Buyer’s payment obligations. The exercise of any of the options contained in the preceding sentence shall be without prejudice and with full reservation of any rights and remedies of Buyer attendant upon breach. In the event of the nonconformity of the goods or tender of delivery, Buyer must exercise Buyer’s right of rejection no later than 30 days after receipt of the goods. Notification of rejection shall be made in writing by one of the following means: confirmed facsimile, e-mail or express mail/courier delivery. Buyer will inform Supplier of the defect(s) on which the rejection is based.
2.3 Buyer shall make full payment for the Products, which are the subject of a particular Order, according to standard credit and payment terms or such other special terms as may be agreed or acknowledged in writing to be applicable to a particular Order.
2.4 Supplier may not assign an Order to any party without Buyer’s prior written consent.
3. Should product/merchandise not be fit for consumption due to conditions or circumstances not forseen by the seller or not controlled by the seller, any rework, reprocessing, or repackaging necessary to bring the product to merchantable quality must be approved by seller by giving notice in writing to the seller.
4. Supplier’s Warranties
4.1 Supplier guarantees that the Products shall be merchantable, fit for their intended purpose, and shall meet any specifications; regulations or standards stipulated by Buyer or of which Supplier has been made aware.
4.2 Supplier warrants that Supplier has good title to the Products sold and has full authority to transfer the Products, and such transfer shall be free and clear of any security interest, lien, claim, or encumbrance.
5. Force Majeure
Delay or failure of Supplier or Buyer to fulfill or perform, either totally or in part, any Order obligation shall be excused by any cause beyond such Party’s reasonable control and that cannot be foreseen by such Party, including but not limited to sabotage, fire, flood, riot, insurrection, war, act of state or act of God. The disabled party shall provide the other Party with a written notice immediately after the occurrence of Force Majeure, and if requested by the other party, shall provide evidence of such Force Majeure. The disabled Party shall make all reasonable efforts to remove such disability as soon as possible. If the force majeure continues in effect for more than 60 days, either party may terminate the Order forthwith by written notice to the other Party. However, subject to any rights of off-set, any sums due to Supplier for Products actually delivered to Buyer in accordance with an Order shall not be affected by such termination.
6. No Waiver
No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any right, power, or remedy.
7. Applicable Law and Dispute
7.1 All Orders/sales transactions shall be governed by the laws of the State of New York (conflict-of-laws rules excluded). The U.N. Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement and the sales made hereunder.
7.2 Any disputes arising from or related to purchases by Buyer, if not settled amicably within 15 days of being first raised by Buyer or Supplier shall be settled finally by arbitration by one arbitrator according to the Expedited Commercial Rules of the American Arbitration Association in New York City. All procedural time requirements shall be strictly enforced and the arbitrator shall decide the dispute strictly applying principles of law and not ex aequo et bono. All costs of arbitration including, but not limited to reasonable legal fees and witness expenses, shall be awarded to the prevailing party. Judgment on the award may be entered in any court capable of exercising jurisdiction. Once the arbitration hearing has commenced, it shall remain in continuous session, weekends and local holidays excepted, until concluded. The arbitrator shall issue a reasoned award within thirty days of the conclusion of the hearing. The parties agree that such award shall remain confidential, except to the extent that it may have to be disclosed for enforcement purposes and agree that no appeals will be taken from the award nor its enforcement opposed except on the grounds of material undisclosed conflict of interest on the part of the arbitrator or fraud. If more than one disputes arises from or is related to purchases by Buyer from Supplier, all disputes shall be consolidated in one arbitral proceeding. A Party may seek conservatory relief in a court pending the issuance of the arbitral award.
8. Amendment and Assignment
Any amendments to these Standard Terms & Conditions of Purchase shall be in writing signed by Buyer; however, Buyer may replace these Standard Terms & Conditions of Purchase from time to time with notice to Supplier, which new Standard Terms & Conditions of Purchase shall apply to all purchases by Buyer from Supplier made after the date on which the new Standard Terms & Conditions of Purchase have been issued, unless specifically objected to in writing by Supplier within 10 days of the new Terms & Conditions of Purchase and any terms & conditions of Supplier, these Terms & Conditions of Purchase shall prevail. If there is any conflict between these Terms and Conditions of Purchase and any master supply agreement between Buyer and Supplier, the terms of such master supply agreement shall prevail.
IngredienTrade Standard Terms And Conditions of Sale
Unless otherwise agreed in writing for a specific sale or varied on the face of an accepted Order, the Standard Terms and Conditions of Sale set forth below shall govern all sales made by IngredienTrade.com, Inc., 333 West 52nd Street, Suite 305, New York, NY 10019 USA, Tel: 212 586 1880; Fax: 212 246 2493 (hereinafter called “Supplier”).
1. Definitions
Unless otherwise stated herein, the following definitions apply throughout:
1.1 “Buyer” means any company purchasing products from Supplier.
1.2 “Product(s)” means any product(s) to be supplied by Supplier to Buyer.
1.3 “Order” means any offer made by Buyer to purchase Products from Supplier. These orders
2. Rights and Obligations of Buyer
2.1 Buyer’s placing Orders with Supplier or accepting of quotations of Supplier shall be the basis of individual sales contracts between the parties. Such Orders/quotations shall indicate the name, quantity and price of the Products ordered and may specify any other requirements relating to shipment, packing, certifications and any relevant commercial matters as well as any required technical specifications or conditions. Such terms shall be incorporated as material terms into the individual sales contract. If not already set out in the accepted Order, a mutually acceptable date or dates for delivery shall be established in writing and may only be changed in writing, provided such notice is signed or otherwise acknowledged by both parties. The Order shall be considered accepted and binding upon its written confirmation by Supplier in the form of an acknowledgment, letter of acceptance, invoice, or other writing including e-mail that refers to Buyer’s Order, or shall be considered as accepted by shipment of the Product, whichever is earlier. Buyer may withdraw its Order at any time prior to its acceptance by Supplier.
2.2 If Buyer has received a quotation from Supplier and has in writing accepted the quotation, this shall also be deemed an accepted Order. If Buyer amends a quotation received from Supplier and Supplier accepts or acknowledges such modified counter-offer, this shall also be deemed an accepted Order.
2.3 Buyer may reject the goods, if the goods or the tender of delivery fail in any material respect to conform to the terms of the Order. In this case, Buyer is obliged to invite a surveyor from an Independent Organization acceptable to Supplier to survey the cargo within 30 days of receipt, and issue a report with regard to Importer’s claim. Importer will then send copy of this report and full notice of the claim to the Supplier. In the event that the report finds a nonconformity sufficient to justify rejection, Buyer may, at its option, (a) reject the entire delivery; (b) accept the entire delivery; or (c) accept any commercial unit or units and reject the rest with a corresponding adjustment of Buyer’s payment obligations. The exercise of any of the options contained in the preceding sentence shall be without prejudice and with full reservation of any rights and remedies of Importer attendant upon breach. In the event of the nonconformity of the goods or tender of delivery, Buyer must exercise its right of rejection no later than 20 days after receipt of the goods. Notification of rejection shall be made in writing by one of the following means: confirmed facsimile, e-mail or express mail/courier delivery. Buyer will inform Supplier of the defect(s) on which the rejection is based. In addition to such other duties as the law may impose, Importer, on making a rejection, will comply with all of Supplier’s reasonable instructions concerning handling the goods. If Buyer incurs any expenses in complying with such instructions, Supplier shall indemnify Buyer promptly upon receiving Buyer’s request therefore.
2.4 Importer shall make full payment for the Products, which are the subject of a particular Order, according to standard credit and payment terms or such other special terms as may be agreed or acknowledged in writing to be applicable to a particular Order.
3. Supplier’s Warranties
3.1 Warranties: Products purchased shall be subject only to Seller’s express warranties. All implied warranties shall be excluded including the implied warranty of fitness for a particular purpose and merchantability. Damages for breach of express warranty shall be limited to the cost of the goods and all indirect and consequential damages shall be excluded. Buyer is exclusively responsible for the use and combination of the products sold.
3.2 Supplier warrants that Supplier has good title to the Products sold and has full authority to transfer the Products, and such transfer shall be free and clear of any security interest, lien, claim, or encumbrance.
4. Force Majeure
Delay or failure of Supplier or Buyer to fulfill or perform, either totally or in part, any Order obligation shall be excused by any cause beyond such Party’s reasonable control and that cannot be foreseen by such Party, including but not limited to sabotage, fire, flood, riot, insurrection, war, act of state or act of God. The disabled party shall provide the other Party with a written notice immediately after the occurrence of Force Majeure, and if requested by the other Party, shall provide evidence of such Force Majeure. The disabled Party shall make all reasonable efforts to remove such disability as soon as possible. If the Force Majeure continues in effect for more than 90 days, either Party may terminate the Order forthwith by written notice to the other Party. However, any sums due to Supplier for Products actually delivered to Buyer in accordance with an Order shall jot be affected by such termination.
5. No Waiver
No failure or delay by any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any right, power, or remedy.
6. Applicable Law and Dispute
6.1 All Orders/sales transactions shall be governed by the laws of the State of New York (conflict-of-laws rules excluded). The U.N. Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement and the sales made hereunder.
6.2 Any disputes arising from or related to sales by Supplier, if not settled amicably within 15 days of being first raised by Buyer or Supplier shall be settled finally by arbitration by one arbitrator according to the Expedited Commercial Rules of the American Arbitration Association in New York City. All procedural time requirements shall be strictly enforced and the arbitrator shall decide the dispute strictly applying principles of law and not ex aequo et bono. All costs of arbitration including, but not limited to reasonable legal fees and witness expenses, shall be awarded to the prevailing party. Judgment on the award may be entered in any court capable of exercising jurisdiction. Once the arbitration hearing has commenced, it shall remain in continuous session, weekends and local holidays excepted, until concluded. The arbitrator shall issue a reasoned award within thirty days of the conclusion of the hearing The Parties agree that such award shall remain confidential, except to the extent that it may have to be disclosed for enforcement purposes and agree that no appeals will be taken from the award nor its enforcement opposed except on the grounds of material undisclosed conflict of interest on the part of the arbitrator or fraud. If more than one disputes arises from or is related to sales by Supplier to Buyer, all disputes shall be consolidated in one arbitral proceeding. A Party may seek conservatory relief in a court pending the issuance of the arbitral award.
7. Amendment and Assignment
Any amendments to these Standard Terms & Conditions of Sale shall be in writing signed by Supplier; however, Supplier may replace these Standard Terms & Conditions of Sale from time to time with notice to Buyer, which new Standard Terms & Conditions of Sale shall apply to all purchases by Buyer from Supplier made after the date on which the new Standard Terms & Conditions of Sale have been issued, unless specifically objected to in writing by Buyer within 10 days of the new Terms & Conditions being sent to Buyer. If there is any conflict between these Terms & Conditions of Sale and any terms & conditions of Buyer, these Terms & Conditions of Sale shall prevail. If there is any conflict between these Terms & Conditions of Sale and any master supply agreement between Buyer and Supplier, the terms of such master supply agreement shall prevail.