The terms and conditions of sale of SharkBite productos are:
1.1. Hereinafter purchaser (“Purchaser”) means an entity purchasing products and services (“Products”) from RWC EUROPE (“Supplier”) or whose order for the Products is accepted by the Supplier.
1.2. These International Sales and Delivery Terms shall apply to all products supplied by the Supplier to the Purchaser. They shall also apply to all future business even when no express reference to them is made.
1.3. Any deviating or supplementary conditions, especially Purchaser’s general conditions of purchase and verbal agreements, shall only be applicable if accepted in writing by the Supplier.
1.4. The written form shall be deemed to be fulfilled by all forms of transmission, evidence in the form of text, such as fax or e-mail.
2. Tenders: Tenders shall only be binding if they contain a specifically stated period of acceptance.
3. Scope of Delivery:
3.1. Supplier’s product range is subject to change.
3.2. The confirmation of order shall govern the scope and execution of the contract.
4. Data and documents:
4.1. Technical documents such as drawings, descriptions, illustrations and data on dimensions, performance and weight as well as the reference to standards are for informational purposes only. They are not warranted characteristics and are subject to change.
4.2. All technical documents shall remain the exclusive property of the Supplier and may only be used for the agreed purposes or as the Supplier may consent.
5. Confidentiality: Each party shall keep in strict confidence all commercial or technical information relating to the business of the other party, of which it has gained knowledge in the course of its dealing with the other party. Such information shall neither be disclosed to third parties nor used for other purposes than those for which the information has been supplied.
6. Local Laws and Regulations: The Purchaser shall bring to the attention of the Supplier all local laws and regulations at the place of destination which bear connection with the execution of the contract and the adherence to relevant safety regulations and approval procedures.
7. Price of Products:
7.1. The price of the Products shall be the price specified in separate written agreement or, if none, on the Supplier’s order acknowledgement or, if none, on the Supplier’s quotation or, if none, on the Supplier’s price list. All prices quoted are valid for 14 days only or until earlier acceptance by the Purchaser.
7.2. Unless agreed otherwise, the prices shall be deemed quoted EXW (Incoterms 2000 basis) including standard packing. All supplementary costs such as the cost of carriage, insurance, etc., shall be borne by the Purchaser. The Purchaser shall also bear the costs of taxes, fees, duties, etc., connected with the contract.
7.3. If the cost of packing, carriage, insurance, fees and other supplementary costs are included in the tender price or contract price or are referred to specifically in the tender or confirmation of order, the Supplier reserves the right to revise their prices accordingly should any change occur in the relevant tariffs.
8. Terms of Payment: The Purchaser shall make payment in Euros and in the manner agreed by the parties without any deductions such as discounts, costs, taxes or dues.
9. Retention of Title: The Products shall remain the property of the Supplier until the Purchaser shall have settled all claims, present and future, which the Supplier may have against him.
10.1. Terms of delivery shall be EXW, Incoterms 2000.
10.2. The term of delivery shall commence as soon as the contract has been entered into, all official formalities such as import and payment permits have been obtained and all essential technical issues have been settled. The term of delivery shall be deemed duly observed when, upon its expiration, the Products are ready for dispatch.
10.3. Any dates quoted for delivery of the Products are approximate only and the Supplier shall not be liable for any delay in delivery of the Products unless being in delay more than two weeks from the agreed approximate delivery date and having received the Purchaser’s written notification.
10.4. Delivery is subjected to the following conditions, i.e. the term of delivery shall be reasonably extended:
a) If the Supplier is not supplied in time with the information necessary for the execution of the contract or if subsequent changes causing delays are made by the Purchaser.
b) if the Supplier is prevented from performing the contract by force majeure. Force majeure shall equally be deemed to be any unforeseeable event beyond the Supplier’s control which renders the Supplier’s performance commercially unpractical or impossible, such as delayed or defective supplies from subcontractors’ labor disputes, governmental orders or regulations, shortages in materials or energy, serious disturbances in the Supplier’s works, such as the total or partial destruction of plant and equipment breakdown of essential facilities, serious disruptions in transport facilities, e.g. impassable roads.
c) if the Purchaser is in delay with the fulfillment of his obligations under the contract, in particular, if he does not adhere to the agreed conditions of payment or if he has failed to timely provide the agreed securities.
11. Packing: If the Products are provided with additional packing over and above the standard packing, such packing shall be charged additionally.
12. Risk and property:
12.1. Risk of damage to or loss of the Products shall pass to the Purchaser at the time of delivery. The Purchaser should insure the Products accordingly.
12.2. The property in the Products shall pass to the Purchaser upon the payment in full of the price of the Products.
12.3. Until the property in the Products passes to the Purchaser, the Purchaser shall hold the Products as the Supplier’s fiduciary agent, and shall keep the Products separate and properly stored, protected and insured and identified as the Supplier’s property, and shall not be entitled to dispose of the Products.
12.4. Until such time as the property of the Products passes to the Purchaser, the Supplier may at any time require the Purchaser to deliver up the Products to the Supplier and, if the Purchaser fails to do so forthwith, enter upon any premises of the Purchaser or any third party where the Products are stored and repossess the Products.
13. Carriage and Insurance:
13.1. Unless agreed otherwise, the Purchaser shall bear the cost of carriage.
13.2. The Purchaser shall be responsible for transport insurance against damage of whatever kind. Even when such insurance is arranged by Supplier it shall be deemed taken out by the order of and for the account of the Purchaser and at his risk.
14. Inspection, Notification of Defects and Damages:
14.1. The Products will be subject to normal inspection by the Supplier during manufacture. Additional tests required by the Purchaser shall be agreed upon in writing and shall be charged to the Purchaser.
14.2. It shall be a condition of the Supplier’s obligation under the warranties stated hereinafter that Supplier be notified in writing by the Purchaser of any purported defect immediately upon discovery. Notice concerning weight, numbers or apparent defects is to be given latest within eight days from receipt of the Products, notice of other defects immediately latest within seven working days after discovery, in any event within 12 months of delivery.
14.3. Purchaser shall not dispose of allegedly defective Products until all warranty and/or damage claims are finally settled. At its request, defective Products are to be placed at Supplier’s disposal.
14.4. At its request, the Supplier shall be given the opportunity to inspect the defect and/or damage, prior to commencement of remedial work, either itself or by third party experts.
14.5. In case of claimed defective Products, the Supplier may, at its option, replace or repair the Products free of charge or refund the price of the Products, but the Supplier shall have no further liability to the Purchaser.
15. Warranty: All Products manufactured by the Supplier are covered under a Liability Insurance Policy which shall be provided by the Supplier upon request.
16. Place of Performance and Jurisdiction:
16.1. Place of performance for the Products shall be the Supplier’s works from which the Products are dispatched.
16.2. Any civil action based upon any alleged breach of this contract shall be filed and prosecuted exclusively in the Courts of Granada, Spain. Supplier however reserves the right to file actions in any court having jurisdiction over controversies arising out of or in connection with the present contract.
16.3. The contract shall be governed by and constructed in accordance with the laws of Spain excluding UN Convention of International Sale of Products.
16.4. Without prejudice to clause 16.3 above, the Supplier reserves the right, at its own choice, to sue the Purchaser at the Purchaser’s general place of jurisdiction.