General Terms Of Sale
1. Acceptance of the General Terms
All sales of products (the "Products") from KSAN sia listed on the KSAN order confirmation or agreed in writing by KSAN and the buyer will be exclusively governed by these General Terms of Sale ("General Terms"), unless otherwise expressly agreed in writing by KSAN. The buyer's general terms of purchase will not apply unless otherwise expressly agreed in writing byKSAN.2. Price
2.1. Prices are exclusive of VAT.
2.2. Prior to delivery, KSAN may change the prices due to changes in duties and taxation imposed on the relevant sale of Products.
3. Payment
3.1. The buyer shall make payments in such a way that KSAN' designated bank account will be credited within the due date mentioned on the invoice, without any discount, set-off or counterclaim. If not otherwise specified by KSAN, invoices will be due within 30 days from the invoice date.
3.2. Overdue payments shall automatically accrue interest, without further notice of default, at a rate of 20% per annum.
4. Delivery
4.1. If not otherwise specified by KSAN, delivery shall be CPT (INCOTERMS 2000) named place of destination.
4.2. In case of substantial delay in delivery, KSAN will inform the buyer as soon as possible and provide a new date of delivery. If the new date of delivery is deemed unreasonable by the buyer, as sole remedy the buyer shall be entitled to cancel the order free of charge.
5. Acceptance of the Products
5.1. Within 7 working days from delivery of the Products, the buyer shall carefully examine the products delivered and notify KSAN in writing of any lack of conformity.
5.2. Any lack of conformity which cannot be discovered, despite of careful examination in accordance with Clause 5.1, must be notified in writing within 7 working days as of when it becomes known to the buyer.
5.3. The Products shall be deemed accepted if the buyer does not give notification in accordance with Clauses 5.1 and 5.2 above.
6. Warranty
6.1. KSAN only represents and warrants that the Products at the time of delivery comply with the specifications agreed to in writing by KSAN.
6.2. KSAN does not extend any warranty (express or implied) of merchantability, fitness for a specific purpose, application or manufacturing process or otherwise (even if known to KSAN or in specific or general statements recommended by KSAN such as the datasheet).
7. Liability
7.1. KSAN assumes product liability only in as far as imposed by mandatory law.
7.2. It is the buyer's responsibility to verify compliance with intellectual property rights and that the Products are suitable for the buyer's particular purpose, application and manufacturing methods.
7.3. Without prejudice to anything else mentioned in these General Terms, KSAN' accumulated liability for whatever reason including but not limited to shortfall or lack of
conformity shall be limited to two times the invoiced value of the non-conforming or shortfall Products. However, KSAN will not be liable for loss of profit, turnover, production or
goodwill directly or indirectly suffered by the buyer.
The foregoing limitations do not apply in case of blatant gross negligence, wilful misconduct or fraud by KSAN.
8. Force Majeure
Neither party shall be liable to the other for any failure in performance of their obligations, except for obligations to pay, due to any cause beyond their reasonable control or making performance unreasonably burdensome. This includes but is not limited to, industrial actions, accidents, explosions, fire, embargo, war (declared or undeclared), terrorist acts, requisition of materials, plant or machinery break-down, energy or transport restrictions and deficiencies or delays in deliveries from suppliers due to such causes.9. Retention of Title
Delivered Products shall remain the property of KSAN until paid for in full by the buyer. The buyer shall store Products not paid for in full separately from similar products. If permitted by the law of the buyer's place of business, KSAN shall retain title to the Products even where the Products have been processed or mixed with other products (extended retention of title).10. Use of isobulk containers ( IBCs ) and pallets
If delivery is undertaken with re-usable of isobulk containers ( IBCs ) and pallets (whether or not property of KSAN), the buyer will keep these of isobulk containers ( IBCs ) or pallets in good condition and will offer them for retrieval by or on behalf of KSAN. KSAN will be entitled to invoice the buyer for the of isobulk containers ( IBCs ) or pallets not returned based on the amount KSAN pays for said pallets increased with a service fee.11. Mediation, Applicable Law and Venue
11.1. If any dispute arises in connection with the Contract (as hereafter defined), the parties will first attempt to settle it by Riga Arbitraza in accordance with it solution (CEDR - www.cedr.co.uk) Model Mediation Procedure prior to commencing court proceedings. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR.
11.2. The General Terms, together with the order confirmation, and other written agreements related to the relevant sale (together, the "Contract"), shall be governed by the laws of Latvia, including the United Nations Convention on the Contracts for the International Sales of Goods as amended from time to time.
11.3. Subject to Clause 11.1, any dispute arising in connection with the Contract shall be exclusively submitted to the jurisdiction of the competent court in Vienna, Austria.
