GENERAL TERMS and CONDITIONS FOR PURCHASES
(Version April 2007)
1. Basis of this contract are the INCO-Terms, latest version.
1.
The buyer under this contract is PENPET PETROCHEMICAL TRADING GMBH,
unless stated to the contrary, and the parties entering into a contract,
contents of which is reproduced on the face of this paper, are aware
that the buyer is a reseller and does not have any own consumption.
1.
The supplier as mentioned on the face of this contract has fulfilled
his obligations after having delivered the goods in quality and packing
as per the contract - to the delivery point mentioned and in accordance
with the statutes of the Inco-Terms, latest version.
1. The
supplier has to provide the buyer with all necessary papers, proving
that the quality meets the contractual agreements, including Test
Reports / Analysis Reports by his/his supplier’s laboratory, even if not
asked for specifically in this purchase confirmation.
5. The
buyer reserves the right to forego, at point of delivery, physical
sampling and testing of the goods supplied, at his own discretion.Basis
the proof in accordance to § 4 above. The supplier accepts that quality
claims may still be lodged upon arrival at point of destination, as long
as proof can be submitted that the goods have not been manipulated
while in transit.
6. Goods found not to meet the contractual
agreements are being returned at supplier’s disposal as soon as the
buyer himself has (again)assumed title to the goods. All legal
consequences are being reserved.
7. The seller guarantees the
buyer that the product being supplied under this contract is free from
limitations of one or more patents lying on this product, affecting in
any kind the free circulation of the product in the markets intended
for.
8. The seller accepts the obligation to provide safe packing
in accordance with International Standards for dangerous goods the
seller to provide packing in accordance with the latest regulations of
the UN IMDG – code. for non-hazardous goods the seller is responsible to
fulfill the regulations in force for imported goods entered into the
circle of merchandise in the intended country/region of destination.
9.
Force Majeure /Act of God: Will be accepted as means to defer
deliveries resp. to excuse the supplier from delivering in parts or in
total only if supported by evidence/official Force Majeure certificate
and other supporting documents, and if the source of supply has been
concretized. Any such event will be analysed and seen individually.
Allocations made to anybody for the product under contract by the
supplier will have to be allocated in the same manner also to this
contract.
10. Protection of Ownership: The seller under this
contract guarantees to the buyer that the product sold to the buyer is
free from limitations imposed on the seller by third parties as regards
the „Protection of Ownership“ for any such third party/parties.
11. The buyer accepts no other General Terms and Conditions than those printed here, unless confirmed so in writing.
12. Unless specifically agreed upon to the contrary, the Place of Jurisdiction for this contract will be:
HAMBURG; Ordinary Court or Arbitration
PENPET PETROCHEMICAL TRADING GMBH
GENERAL TERMS and CONDITIONS SALE
(Version April 2007)
1. Basis of this contract are the INCO-Terms, latest version.
2.
The SELLER under this contract is PENPET PETROCHEMICAL TRADING GMBH,
unless stated to the contrary, and the parties entering into a contract,
contents of which is reproduced on the face of this paper, are aware
that the seller is reseller and does not have any own production.
3.
The supplier as mentioned on the face of this contract has fulfilled
his obligations after having delivered the goods in quality and packing
as per the contract - to the delivery point mentioned and in accordance
with the statutes of the Inco-Terms, latest version.
4. The
seller will accept lodging of quality claims based on samples drawn
professionally at point of delivery as per Inco Terms only.
5.
Goods found not to meet the contractual agreements are to be returned at
supplier’s disposal. All legal consequences are being reserved.
6. The seller accepts no other General Terms and Conditions than those printed here, unless confirmed so in writing.
7.
Force Majeure / Act of God: Will only apply to this contract if
supported by evidence, and if the purchase contract is clearly linked to
this sales contract by means of concretizing. Any such event will not
release the other party from fulfillment of contract, but only postpose
same until the situation is restored. Allocations by suppliers will be
subsequently allocated in the manner to all customers being served from
the same purchase contract.
8. Claims do not prevent from full
payment of our invoice. They have to be presented in adequate form and
will be dealt with according to applicable rules.
9. The goods
remain property of PENPET PETROCHEMICAL TRADING GMBH until full
settlement of all liabilities existing from the business relation has
been reached. The complete clause is listed below.
10. Place of Jurisdiction and Fulfullment:
HAMBURG; Ordinary Court or Arbitration.
PENPET PETROCHEMICAL TRADING GMBH
PROTECTION OF OWNERSHIP
(Version April 2007)
Clause
No.9 of the GENERAL TERMS AND CONDITIONS of SALE by PENPET
PETROCHEMICAL TRADING GMBH is herewith laid down for all our business
partners:
I. Reservation of ownership and Protection of Rights
onto delivered goods: We hereby reserve the ownership to any and all
goods delivered until the final payment of any and all debts resulting
from the business relation. The reservation of ownership extends to ALL
delivered goods even if the buyer has settled the payment for partial or
single deliveries.
II. The buyer has the right to resell -
within a normal business relation - the goods delivered under protection
of ownership. The pledge of or assignment of ownership as security is
not permitted until full settlement of all liabilities from the business
relation has been reached.
III. The buyer of goods acquired
under Protection of Ownership surrenders - in advance - all rights
resulting from the resale of the goods. The same applies to all other
substitutional claims, particularly from insurance claims because of
loss of or damage to the goods. This extends as well to goods already
processed, converted or mixed with others.
IV. The buyer has the
right - within a normal frame of business - to collect the receivables,
which are assigned to and accepted by us, and also extend
tosubstitutional claims. This Right of Collection may be withdrawn by us
if the buyer fails to honour his commitments towards us, runs into
degradation offinancial status, or if, by means of impoundation by other
creditors, our rights are endangered.
V. The buyer is further
obligated, upon our request, to submit to us and the third -party debtor
a particular written assignment of proceeds, from whichone can
determine the amount of the resale and the full name and address of
the third-party-debtor.
VI. In case of Compulsory Execution
initiated by thirdparties against our delivered goods the buyer has to
inform us without any delay about the pledge and to provide all
necessary papers, such as Protocoll of Pledge, solemn declaration of the
buyer or any knowledgeable person in his company to confirm that the
goods pledged are identical with ours, delivered under „Protection of
Ownership“.
VII. In case of delays of payment, severe violation
of accuracy and care, compulsory execution by respect. against the
buyer, or in case of hisbankruptcy, we are entitled to demand the
immediate surrender of those goods not yet resold for keeping them
separated, if our debts are endangered.The „Demand to Surrender“ in this
case will not serve as cancellation of sale/contract, unless explicitly
informed so to the buyer. After such a „Demand of Surrender“ the buyer
has to keep the goods concerned separated from other goods, to mark them
as our property and to refrain from any disposal thereof, and to
provide us with a list of our property. The buyer is further obligated -
in case of resale to a third party - to refrain from collecting the
sales value and to instruct the third-party-debtor to pay directly to
us. In case of payments still so received by the buyer, he has to keep
these separated from his normal bank accounts and to remit them to us
without delay.
VIII. The buyer is obligated to keep the goods
delivered by us - until full payment - fully insured against Fire,
Water, Theft and Damage by Third Parties, at his own cost and to provide
proof of such existing insurance upon demand. All claims upon
insurance companies or third parties, as long as they concern the goods
delivered by us, are assigned to us. This assignment is hereby accepted
by us. It will be diclosed to the insurance company or any third party
upon our request.
IX. We hereby undertake to limit the securities to
be taken, on our behalf, at the buyer’s request or to release securities
already taken, not to exceed 120% of our overall debts - the selection
of securities remains at our discretion.
PENPET PEROCHEMICAL TRADING GMBH HAMBURG
PENPET
- Hamburgo Oficina
Merkurring 105
D - 22143 Hamburgo
Tfno. + 49 (0) 40 - 675 7 99 0
Fax. + +49 (0) 40 - 675 7 99 99
PENPET - Oficina China
Qingdao Ruina Condo Building
ROOM 603 UNIT 2
NO.69 HAIMEN ROAD
Qingdao, China
Tfno. ++86-532-83878012
Fax. ++86-532-83877810
PENPET- Oficina Malaysia
53B Medan Kidd
30200 Ipoh, Perak
Malaysia
Tfno. ++605 255 8678
Fax. ++605 255 7678