Quality Claim
- Quality claims, if any, shall be notified to Seller in writing within 30 (thirty) calendar days from arrival of the Material at final destination. If a quality claim has been lodged by Buyer within the timeframe as set out above, Seller has the right to request inspection, sampling and assaying of the Material in question, in accordance with terms and conditions stipulated by the Contract, applicable for the commodity involved. Such operation will be carried out by a mutually acceptable and internationally recognized approved surveyor or laboratory, respectively. Findings established by such procedure shall be binding as final for both parties for determination of the actual quality of the Material delivered. Costs thereof shall be borne by the losing party.
- Any Material for which Buyer intends to lodge a quality claim must be kept intact, unused and stored under cover until such time as the inspection, sampling and assaying procedures mentioned above have been completed. The Seller shall have the right to reject any quality claims for the Material shipped under this Contract, which has already been consumed by Buyer or any third party.
Weight Discrepancies:
- Buyer will notify Seller in writing within maximum 15 (fifteen) calendar days from arrival of the Material at final destination, in case determined weights differ significantly, i.e. more than 0.5 % (zero decimal five percent) from the invoiced weights, provided number of delivered bundles corresponds to number of bundles mentioned in shipping documents. Seller will have the right to request reweighing of the Material in the presence of his nominated representative. Costs thereof shall be borne by the losing party.
Rights & Responsibilities:
- The Seller shall be responsible for obtaining any/all necessary export licenses and for the payments of any/all taxes or duties payable upon export from the country of origin.
- The Buyer shall be responsible for obtaining any/all necessary import licenses and for the payment of any/all taxes or duties payable upon import into the country of destination.
FORCE MAJEURE:
- Neither party to this Contract shall be liable for any delay in performing or failure to perform its obligations (except for delay or failure to pay money when due) due to events of Force Majeure including but not limited to war, blockade, revolution, riot, insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake, laws, rules or regulations, applicable sanction laws, including but not limited to prohibitions on export or import and/ or prohibitions applying to a nominated or carrying vessel or any other cause or causes beyond the reasonable control of either party or Seller’s supplier whether or not similar to the causes enumerated above. Failure to deliver or to accept delivery in whole or in part because of the occurrence of an event of Force Majeure shall not constitute a default hereunder or subject either party to liability for any resulting loss or damage.
- Upon the occurrence of any event of Force Majeure, the party affected by the event of Force Majeure shall within 3 (three) business days of the occurrence notify the other party hereto in writing of such event and shall specify in reasonable detail the facts constituting such event of Force Majeure. Where such notice is not given within the time required, Force Majeure shall not justify the non-fulfillment of any obligations under this Contract.
- Both parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so, it being understood that the settlement of strikes, lockouts, and any other industrial disputes shall be within the sole discretion of the party asserting Force Majeure.
- In the event of Force Majeure preventing the Seller from shipping or delivering the Material, or preventing the Buyer from accepting such Material, respectively, deliveries shall be suspended for the duration of such Force Majeure event but if such Force Majeure shall last more than 60 (sixty) calendar days, the tonnage involved may be cancelled with immediate effect by the party not having declared Force Majeure by written notice to the other party.
- Except by Seller's written agreement, the aforesaid shall not apply to Material in respect of which the Seller has booked vessel space and/or the Quotational Period has started or been completed and/or for any Material for which pricing has been established. In these cases Buyer and Seller shall find a reasonable solution for both sides in a fair and equitable manner.
- A waiver by a party in respect of any breach of a condition or provision of this Contract shall not be deemed to be a waiver in respect of any continuing or subsequent breach of that provision, or breach of any other provision. The failure of a party to enforce at any time any of the provisions of this Contract shall in no way be interpreted as a waiver of such provision.
- Any notice to be given by one party to the other pursuant to this Contract shall be in writing and addressed to the other party at that address as set out at the head of this Contract. For the purposes of this Condition, a notice shall be deemed valid if delivered by:
(i) hand whereupon receipt will be deemed upon delivery.
(ii) by courier whereupon receipt will be deemed upon the signing of the courier’s standard receipt document by the addressee.
(iii) by fax whereupon receipt will be deemed upon the date of the fax transmission (subject to the sender being able to show a legible facsimile transmission report generated by the sending fax machine and confirming successful transmission).
- This Contract constitutes the entire agreement between the parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or written, between the parties with respect to the subject matter of this Contract.
- No agreement or understanding varying or extending this Contract shall be legally binding upon any party unless in writing and signed by the parties.
- No party may assign its rights and/or obligations under this Contract to any third party without the prior written consent of the other parties.
- All disputes relating to this Contract shall be resolved through arbitration in accordance with the rules or by laws of the International Chamber of Commerce (“ICC”) at an independent location agreed by both parties hereto. This Contract incorporates the ICC’s rules and by laws, inter alia, set out the ICC’s arbitration procedure. Neither party may take legal action against the other over a dispute unless they have first obtained an arbitration award from the ICC and have exhausted all means of appeal as allowed under the ICC’s rules.