1.1 The delivery dates are approximate only and are given to provide the Customer with a preliminary date for planning purposes. A final delivery date shall only be confirmed after the Company has received a complete
order including accessories acceptable to the Company. If a delay or failure to deliver is due to a Force Majeure Event, the Company shall not be liable in any circumstances for the consequences of such a delay in
delivery or fail to deliver or perform.
1.2 If the Customer fails to accept delivery of the Goods at the delivery location that is caused by a Force Majeure Event or for any failure of the Customer to comply with its obligations, the Company may store the Goods
until delivery takes place and charge Customer two percent (2%), of the total Customer's order including associated costs per month for such storage. Upon the Customer's failure to agree on a future delivery date and to
pay for any additional costs due to the Customer's failure to accept delivery, the Company may treat the contract as discharged and dispose of the Goods at the price reasonably available without prejudice to the Company’s rights and hold the Customer liable for any deficiency.
1.3 The Company reserves the right to ship within the tolerance of plus or minus - ten percent (10%) of the full purchase price of the Goods together with any related costs unless otherwise agreed to in writing.
2.1 Customer shall have a period of twenty one (21) days following container clearance in which to examine the Goods unless the Customer or a Customer's third party representative has inspected the Goods on the
Company premises before shipment, after which the Customer shall be deemed to have accepted the goods. The Customer agrees that such period is reasonable.
3. Reservation of Title and Payment.
3.1 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company in full the agreed to price.
3.2 Default of payment by the Customer or threatened inability to pay or other worsening of the Customer's financial circumstances, shall entitled the Company to suspend further deliveries, and the Company shall have
the right to demand cash payment for any outstanding charges prior to delivery. The Company has the right to charge interest on overdue accounts at the rate of two percent (2%) per month.
3.3 All claims by the Customer for money due or to become due shall be submitted to the Company in writing and the approval or disapproval of said claims is at the complete discretion of the Company. The Customer
shall not be entitled to any set-off or counter-claim in connection with the Company's approval or disapproval of the claim
4. Warranty & Limit of Responsibility.
4.1 The Company warrants, in relation to Goods, that the Goods shall be free from material defects, and the Company will replace or repair any Goods which are found, within a period of three (3) months from the date of delivery of such Goods, to be defective with the Company having the right to be the sole arbiter as to whether the Goods are defective. Slight variations and deviations in quality, color, size, weight or design are not defects.
The Company shall have a reasonable period of time to replace or repair the Goods. The Customer's remedies in respect of any claim under the foregoing express warranty or any claim under any condition or warranty implied by law or any other claim in respect of the Goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in relation to Goods of the Company, be limited to replacement or repair and any warranty implied by law or otherwise shall cease to apply after the expiration of the three (3) month warranty period.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE FOR ANY SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES.
4.2 The Company shall not be liable for any defect or failure of any Goods supplied by the Company which have been subject to any process or processes after leaving the Company's works.
5.1 The Customer agrees, upon demand, to indemnify the Company against all losses, damages, injury, costs and expenses of whatever nature (including legal expenses) suffered by the Company to the extent that the
same are cause by or related to:
(a) Designs, drawings or specifications given to the Company by the Customer in respect of the goods;
(b) Defective materials or products supplied by the Customer to the Company and incorporated by the Company in the goods;
(c) The improper incorporation, assembly, use, processing, storage, or handling of Goods by the Customer.
(d) Any claims in respect of any infringement or alleged infringement of any patent, registered design, copyright, trademark or other industrial or
intellectual property right resulting from compliance by the Company with
the Customer's instructions whether express or implied.
6. Loss or Damage in Transit.
6.1 The Company assumes no responsibility for any damage or loss in transit. Claims for damages or loss in transit should be made against the carrier and any condition imposed by the carrier in relation to claims for
damage or loss in transit should be complied with.
7.1 The Company shall have the right to subcontract the whole or any part of the contract.