Scope: The following Terms and Conditions of Sale (“Terms”) shall apply to transactions between INTCO MRO Supply Limited. (“Seller”) with its customer (“Buyer”).
Part 1. Scope of Supply
1.1 The scope of supply is as set out in the relevant order. Any modifications or additions to the scope of supply require written agreement by both Parties.
1.2 These Terms apply to all deliveries and services and supersede any other terms and conditions. Buyer’s terms and conditions of purchase are excluded. These Terms also apply to all future business with the Seller. Any variations to these Terms require written confirmation by the Seller.
1.3 The supply of services is subject to the terms and conditions of this Agreement.
Part 2. Delivery Time, Delay in Delivery and Force Majeure
2.1 The delivery time is an estimate only and shall not be binding on the Seller.
2.2 The Seller is not liable for any delay in delivery caused by circumstances beyond its control, including but not limited to strikes, lockouts, acts of God, or governmental actions.
2.3 In the event of any delay in delivery, the Buyer is not entitled to cancel the order or claim damages.
Part 3. Passing of Risk and Acceptance
3.1 Risk in the goods passes to the Buyer upon delivery.
3.2 The Buyer must inspect the goods upon delivery and notify the Seller in writing of defects or non-conformities within seven (7) days of delivery. Failure to give notice is deemed acceptance of the goods.
Part 4. Prices, Collateral, Set-Off and Right to Refuse Performance
4.1 Prices are as set out in the relevant order.
4.2 The Seller has the right to require collateral security for payment of the purchase price.
4.3 The Buyer is not entitled to set-off any amounts owed to it by the Seller against the purchase price.
4.4 The Seller has the right to refuse performance if the Buyer fails to make payment in accordance with this Agreement.
Part 5. Retention of Title
5.1 Title in the goods remains with the Seller until payment in full has been received.
5.2 The Buyer is not entitled to sell or dispose of the goods until payment in full has been received.
Part 6. Claims in Respect of Defects
6.1 The Buyer must notify the Seller in writing of defects or non-conformities within seven (7) days of delivery.
6.2 The Seller has the right to inspect and test the goods claimed to be defective or non-conforming.
6.3 The Seller has the option to repair or replace any defective or non-conforming goods.
Part 7. Liability
7.1 The Seller is not liable for any indirect or consequential damages arising out of or in connection with this Agreement.
7.2 The Seller’s liability for any direct damages arising out of or in connection with this Agreement is limited to the purchase price of the goods.
Part 8. Warranty Term and Limitation
8.1 The Manufacturer or Brand Agent shall be solely responsible for after-sales services, including but not limited to product maintenance and repair. The Buyer acknowledges and agrees that any issues related to after-sales services shall be directed solely to the Manufacturer or Brand Agent, and that the Seller shall not be held liable for any damages or losses arising from such services. The Manufacturer or Brand Agent shall handle and provide after-sales services in accordance with its own policies and procedures.
8.2 The Buyer’s exclusive remedy for any breach of warranty is repair or replacement of the defective goods.
Part 9. Compliance and Export Control
9.1 The Buyer must comply with all applicable laws and regulations relating to the import, export, and use of the goods.
9.2 The Buyer must not export or re-export the goods, directly or indirectly, without the prior written consent of the Seller.
Part 10. Use of Software
10.1 If the goods include software, the Buyer must use the software in accordance with the Seller’s license agreement.
10.2 The Buyer must not copy, modify, or reverse engineer the software.
Part 11. Applicable Law and Place of Jurisdiction
11.1 This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the Seller is located.
11.2 Any disputes arising out of or in connection with this Agreement are subject to the exclusive jurisdiction of the courts of the jurisdiction in which the Seller is located.