General Conditions0 pages

General Conditions
(for the supply of machinery for export within the EU)

1.
PREAMBLE
1.1. These General Conditions shall apply, save as varied by express agreement accepted in
writing by both parties.
2.
FORMATION OF CONTRACT
2.1. The Contract shall be deemed to have been entered into when, upon receipt of an order,
the Vendor has sent an acceptance in writing within the time-limit (if any) fixed by the
Purchaser.
2.2. If the Vendor, in drawing up his tender, has fixed a time-limit for acceptance, the
Contract shall be deemed to have been entered into when the Purchaser has sent an
acceptance in writing before the expiration of such time-limit, provided that there shall be
no binding Contract unless the acceptance reaches the Vendor not later than one week
after the expiration of such time-limit.
3.
DRAWINGS AND DESCRIPTIVE DOCUMENTS
3.1. The weights, dimensions, capacities, prices, performance ratings and other
data included in catalogues, prospectuses, circulars, advertisements, illustrated
matter and price lists constitute an approximate guide. These data shall not be binding
save to the extent that they are by reference expressly included in the Contract.
3.2. Any drawings or technical documents intended for use in the construction of the Plant or
of part thereof and submitted to the Purchaser prior or subsequent to the formation of
the Contract remain the exclusive property of the Vendor. They may not, without the
Vendor's consent, be utilised by the Purchaser or copied, reproduced, transmitted or
communicated to a third party. Provided, however, that the said plans and documents
shall be the property of the Purchaser;
(a)
if it is expressly so agreed, or
(b)
if they are referable to a separate preliminary Development Contract on which no
actual construction was to be performed and in which the property of the Vendor in the
said plans and documents was not reserved.
3.3. Any drawings or technical documents intended for use in the construction of the Plant or
of part thereof and submitted to the Vendor by the Purchaser prior or subsequent to the
formation of the Contract remain the exclusive property of the Purchaser. They may not,
without his consent, be utilised by the Vendor or copied, reproduced, transmitted or
communicated to a third party.
3.4. The Vendor shall, if required by the Purchaser, furnish free of charge to the Purchaser at
the commencement of the Guarantee Period, as denned in Clause 9, information and
drawings other than manufacturing drawings of the Plant in sufficient detail to enable the
Purchaser to carry out the erection, commissioning, operation and maintenance
(including running repairs) of all parts of the Plant. Such information and drawings shall
be the property of the Purchaser and the restrictions on their use set out in paragraph 2
hereof shall not apply thereto. Provided that if the Vendor so stipulates, they shall remain
confidential.
4.
PACKING
4.1. Unless otherwise specified:
(a)
prices shall be deemed to apply to unpacked Plant – ex works;
5.
INSPECTION AND TESTS
INSPECTION
5.1. If expressly agreed in the Contract, the Purchaser shall be entitled to have the quality of
the materials used and the parts of the Plant, both during manufacture and when
completed, inspected and checked by his authorised representatives. Such inspection
and checking shall be carried out at the place of manufacture during normal working
hours after agreement with the Vendor as to date and time.
5.2. If as a result of such inspection and checking the Purchaser shall be of the opinion that
any materials or parts are defective or not in accordance with the Contract, he shall state
in writing his objections and. the reasons therefore.
TESTS
5.3. Acceptance tests will be carried out (only if stipulated expressly) and will be made at the
Vendor's works and during normal working hours.
5.4. The Vendor shall give to the Purchaser sufficient notice of the tests to permit the
Purchaser's representatives to attend. If the Purchaser is not represented at the tests,
the test report shall be communicated by the Vendor to the Purchaser and shall be
accepted as accurate by the Purchaser.
5.5. If on any test (other than a test on site, where tests on site are provided for in the
Contract) the Plant shall be found to be defective or not in accordance with the Contract,
the Vendor shall with all speed make good the defect or ensure that the Plant complies
with the Contract. Thereafter, if the Purchaser so requires, the test shall be repeated.
5.6. Unless otherwise agreed, the Vendor shall bear all the expenses of tests carried out in
his works, except the personal expenses of the Purchaser's representatives.
5.7. If the Contract provides for tests on site, the terms and conditions governing such tests
shall be such as may be specially agreed between the parties.

7.
DELIVERY
7.1. Unless otherwise agreed, the delivery period shall run from the latest of the following
dates:
(a)
the date of the formation of the Contract as defined in Clause 2;
(b)
the date of the receipt by the Vendor of such payment in advance of
manufacture as is stipulated in the Contract.
7.2. Should delay in delivery be caused by any of the circumstances mentioned in Clause
10 or by an act or omission of the Purchaser and whether such cause occur before
or after the time or extended time for delivery, there shall be granted subject
to the provisions of paragraph 5 hereof such extension of the delivery period as is
reasonable having regard to all the circumstances of the case.
7.3. If a fixed time for delivery is provided for in the Contract, and the Vendor fails to
deliver within such time or any extension thereof granted under paragraph 2 hereof,
the Purchaser shall be entitled, on giving to the Vendor within a reasonable time
notice in writing, to claim a reduction of the price payable under the Contract, unless it
can be reasonably concluded from the circumstances of the particular case that the
Purchaser has suffered no loss. Such price reduction shall equal the percentage of
0.5% of the price payable under the Contract which is properly attributable to such
portion of the Plant as cannot in consequence of the said failure be put to the use
intended for each complete week of delay commencing on the due date of delivery,
but shall not exceed a total of 5% of the value delayed. Such reduction shall be
allowed when a payment becomes due on or after delivery. Save as provided in
paragraph 5 hereof, such reduction of price shall be to the exclusion of any other
remedy of the Purchaser in respect of the Vendor's failure to deliver as aforesaid.
7.4. If the time for delivery mentioned in the Contract is an estimate only, either party may
after the expiration of two thirds of such estimated time require the other party in
writing to agree a fixed time. Where no time for delivery is mentioned in the Contract,
this course shall be open to either party after the expiration of six months from the
formation of the Contract. If in either case the parties fail to agree, either party may
have recourse to arbitration, in accordance with the provisions of Clause 13, to
determine a reasonable time for delivery and the time so determined shall be deemed
to be the fixed time for delivery provided for in the Contract and paragraph 3 hereof
shall apply accordingly.
7.5. If any portion of the Plant in respect of which the Purchaser has become entitled to
the maximum reduction provided for by paragraph 3 hereof, or in respect of which
he would have been so entitled had he given the notice referred to therein,
remains undelivered, the Purchaser may by notice in writing to the Vendor require
him to deliver and by such last mentioned notice fix a final time for delivery which shall
be reasonable taking into account such delay as has already occurred. If for any
reason whatever the Vendor fails within such time to do everything that he must do to
effect delivery, the Purchaser shall be entitled by notice in writing to the Vendor, and
without requiring the consent of any Court, to terminate the Contract in respect of
such portion of the Plant and thereupon to recover from the Vendor any loss suffered
by the Purchaser by reason of the failure of the Vendor as aforesaid up to an
amount which corresponds with the circumstances of the particular case and shall be
kept within the limits of 5% and 25% of the value of that part of the price payable
under the Contract which is properly attributable to such portion of the Plant as could
not in consequence of the Vendor's failure be put to the use intended.
7.6. If the Purchaser fails to accept delivery on due date, he shall nevertheless make any
payment conditional on delivery as if the Plant had been delivered. The Vendor shall
arrange for the storage of the Plant at the risk and cost of the Purchaser. If required
by the Purchaser, the Vendor shall insure the Plant at the cost of the
Purchaser. Provided that if the delay in accepting delivery is due to one of
the circumstances mentioned in Clause 10 and the Vendor is in a position to store it in
his premises without prejudice to his business, the cost of storing the Plant shall not
be borne by the Purchaser.
7.7. Unless the failure of the Purchaser is due to any of the circumstances mentioned in
Clause 10, the Vendor may require the Purchaser by notice in writing to accept
delivery within a reasonable time. If the Purchaser fails for any reason whatever to do
so within such time the Vendor shall be entitled by notice in writing to the Purchaser,
and without requiring the consent of any Court, to terminate the Contract in respect of
such portion of the Plant as is by reason of the failure of the Purchaser aforesaid not
delivered and thereupon to recover from the Purchaser any loss suffered by reason of
such failure up to an amount of 25% of the value of that part of the price payable
under the Contract which is properly attributable to such portion of the Plant.
8.
PAYMENT
8.1. Payment shall be made in the manner and at the time or times agreed by the parties.
8.2. Any advance payments made by the Purchaser are payments on account and do not
constitute a deposit, the abandonment of which would entitle either party to
terminate the Contract.
8.3. If delivery has been made before payment of the whole sum payable under the

6.
PASSING OF RISK
6.1. Save as provided in paragraph 7.6., the time at which the risk shall pass shall be fixed in
accordance with the International Rules for the Interpretation of Trade Terms (Incoterms
2010) of the International Chamber of Commerce in force at the date of the formation of
the Contract. Where no indication is given in the Contract of the form of sale, the Plant
shall be deemed to be sold "ex works".
6.2. In the case of a sale "ex works", the Vendor must give notice in writing to the Purchaser
of the date on which the Purchaser must take delivery of the Plant. The notice of the
Vendor must be given in sufficient time to allow the Purchaser to take such measures as
are normally necessary for the purpose of taking delivery.

Contract, Plant delivered shall, to the extent permitted by the law of the country
where the Plant is situated after delivery, remain the property of the Vendor until
such payment has been effected. If such law does not permit the Vendor to retain
the property in the Plant, the Vendor shall be entitled to the benefit of such other
rights in respect thereof as such law permits him to retain. The Purchaser shall
give the Vendor every assistance in taking any measures required to protect the
Vendor's right of property or such other rights as aforesaid.

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