In these General Terms of Sale and Delivery, “Seller” means the seller of the Goods as defined here in; “Customer”/”Buyer” means the party purchasing the goods, including any successors there of; “Goods” means the goods, products and materials manufactured, imported, supplied and/or dispatched for or by the Seller to the Buyer.
The sale of products by AM Industries Vietnam (Seller) and its divisions, subsidiaries, and affiliates is subject to these terms and conditions (General Terms of Sale and Delivery), regardless of any other or additional terms or conditions that conflict with or contradict this terms and conditions in any purchase order, document, or other communication.
Unless otherwise specifically agreed to in writing by the Seller, these General Terms of Sale and Delivery shall apply to any and all purchase orders placed by the Buyer.
Preprinted terms and conditions on any document of the Customer (for example: purchase orders or confirmations) shall become null and void if found to be in conflict with the following conditions. By ordering any of our products the Customer agrees to be bound by these General Terms of Sale and Delivery.
Quotations issued by the Seller, comprising the description, technical features and prices of the goods shall not be considered as a binding sales agreement in any case, but rather a quotation. Any errors or omissions in AM’s quotation documents or other related documentation maybe amended without AM Industries Vietnam occurring any liability for damages or compensation in relation to such errors or omissions. The conditions specified in the mentioned quotation shall lose all validity and effect after fifteen days (unless agreed otherwise) from the date they are forwarded to the Customer, unless the Seller receives a purchase order from the Customer in the meantime. No order submitted by the Buyer shall be considered to be accepted by the Seller unless and until confirmed in writing by an authorized representative of the latter.
A reply to a quotation which claims to be an acceptance but contains additions, limitations or other modifications relating, among other things to the price, payment terms, quality and quantity of the goods, place and time of dispatch constitutes a rejection of the Seller’s quotation and shall be considered as a counter-request for quotation. As a result, Customer’s purchase orders only become binding for the Seller after the latter has sent an official order confirmation to the Customer. The Seller reserves the right to accept or decline any purchase order at its sole discretion.
After orders are entered for manufacturing, changes or cancellations cannot be accepted without AM Industries Vietnam written permission, and may be subject to a change or cancellation charge to be determined by the Seller. Orders for special and/or custom designed products not immediately salable to another customer are not changeable, cancelable, or returnable.
Information stated in catalogues, data sheets and price-lists is merely indicative and not binding for the Seller.
AM Industries Vietnam reserves the right to make any modification to its products and prices at any time without prior notice. The Seller is to be considered bound only by conditions and details as they are mentioned in the relative order confirmation. The Seller’s catalogues and price lists have been drawn up with the uttermost attention in order to ensure the accuracy of information, however, the Seller cannot be considered responsible for any errors or omissions contained in the very catalogues and price lists, as the parties are only bound by the contents of order confirmations and these General Terms of Sale and Delivery. The contract of sale shall only be considered as concluded with the Seller’s explicit acceptance via order confirmation.
Sale prices for the products shall be the prices specified by the Seller in the order confirmation. Prices are for products only, quoted in dollars, Ex Works and do not include VAT, taxes, customs clearance, shipping charges, freight, duties, and other additional charges or fees, such as fees for special packaging and labeling of the products, permits, certificates, customs declarations and registration (collectively, “Additional Fees”). Customer is responsible for any Additional Fees. In the event that the manufacturing costs for the contracted goods (including, but not limited to wages, salaries, materials or production costs) rise subsequent to formation of the contract and/or order confirmation, AM Industries Vietnam shall have the right to increase the purchase price in accordance therewith. Any amendments requested by the Buyer must be approved in writing by the Seller specifying new terms of delivery, prices and terms of payment where applicable.
Standard payment terms are “Payment In Advance”, unless agreed otherwise. All payments, without offset, deductions and/or delays are due according to the above mentioned payment terms or as otherwise approved in writing by AM Industries Vietnam. Payments must be made via wire transfer upon receipt of AM order confirmation or according to other terms eventually defined by AM in the order confirmation itself. All international wire transfers are to be made with SHA payment instruction.
All bank charges incurred by the Seller as a result of any payment of the Buyer shall be for Buyer’s account unless otherwise approved in writing by the Seller. In the event of non- payment of an invoice by the Buyer the Seller shall be entitled to suspend performance of its remaining contractual obligations.
Upon a default in payment, any overdue amounts will accrue interest at a rate of 8% above the basic interest rate.
Manufacturing lead time will begin once all information to process an order is received by the Seller. The Seller reserves the right to make partial shipments unless agreed otherwise.
Dispatch dates are given by AM Industries Vietnam as part of order confirmation for acknowledged purchase orders on a best effort basis. Dispatch dates shown on order confirmations are based upon AM Industries Vietnam estimate and cannot be guaranteed and they may be subject to a reasonable adjustment.
Risk passes to the Customer either when the goods are handed over to the carrier, to the Customer itself or upon the readiness of goods for dispatch. The above shall also apply in the event that AM Industries Vietnam serves as the carrier for the goods. The Seller must dispatch the goods and hand over all the related documents. Specifically, dispatch may be considered to have taken place, to all intents and purposes, with the sending of a shipping document (e.g. commercial invoice) either to the effect that the goods are available for collection by the Customer. When notice is given to the Buyer that the goods are ready for collection, the latter must specify the name of the freight forwarder, which will collect the goods. In case of late or no collection of the goods made ready by AM Industries Vietnam for any reasons not ascribable to the lack of goodwill on the part of the Seller, they will be considered as dispatched, with the following outcomes: the Seller shall be legitimated to issue the relative invoice and claim fulfillment of the agreed payment terms.
Customer shall comply with Export Laws and obtain any license, permit, or authorization required to transfer, sell, export, re-export, or import the products. The Seller shall not be liable for any costs incurred for whatever reason after dispatch of the goods is assumed to have taken place. Where goods are sold inclusive of none, any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the contract and before the goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer’s request or through any delay however caused shall be for the Buyer’s account subject to the absolute discretion of the Seller.
Notwithstanding the earlier passing of risk, title in the goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
A standard warranty is granted to the original Buyer by AM Industries Vietnam for a period of two (2) years from the date of delivery. Any irregular use (including improper repackaging, improper shipping, misapplication, misuse, abuse, negligence, accidental damage, fire, acts of God or any other circumstances outside the control of AM Industries Vietnam) of the goods will automatically cause the warranty to become null and void.
Warranty does not apply in the following cases:
The Customer shall inspect the goods upon delivery. The Customer must notify AM Industries Vietnam in writing of any apparent defects within one (1) week of the goods’ receipt. The Customer must notify AM Industries Vietnam of hidden defects in writing within a period of two weeks from the date on which he detected such lack of conformity but in no event later than two years after the receipt of the goods.
Notification of faults shall only be accepted if submitted in writing, together with supporting evidence, samples, and packing list, stating the invoice number and date, and the markings on the packaging. No goods may be returned to the Seller without the prior agreement in writing of the Seller. In the event that the Customer fails to meet the aforementioned notification obligations, the goods shall be deemed to have been accepted. Should repair or replacement of the product or of its components occur, the parts returned shall become the property of AM Industries Vietnam. The performance of repair or replacement under the above warranty shall not entail an extension of the warranty period of 24 (twenty-four months), such term being unconditional.
In the event that the Customer has notified AM Industries Vietnam of any defects in a timely manner and is thus eligible to make a claim for re-performance, AM Industries Vietnam has the right, at its own cost, either to remedy the defect or to re-dispatch conforming goods.
If AM Industries Vietnam fails twice to remedy a defect or if AM Industries Vietnam is otherwise unable to accomplish the re-performance obligation or fails to do so within a time period reasonably set forth by the Customer, the latter shall be entitled to reduce the purchase price or to cancel the contract.
All returns must be authorized in writing by AM Industries Vietnam.
All goods must be returned in original packaging and be in resalable condition except for warranty returns. AM Industries Vietnam does not authorize the return of the discontinued product.
Under no circumstances will special order items be accepted for return, unless covered by warranty. This authorization does not imply any liability, whether direct or indirect, apparent or hidden, of the Seller and does not suspend in any event the payment owed by the Purchaser at the date they are due. If the Customer’s product is not covered under warranty, AM Industries Vietnam may offer Repair Services under the Customer’s payment.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
Unless otherwise specifically restricted by mandatory applicable law, Seller’s liability under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either the replacement of the goods or the supply of equivalent goods; the repair, or payment of the cost of repair, of the goods; or credit in an amount equal to the purchase price specified in Seller’s pertinent invoice, or in an amount of equivalent goods, all at Seller’s sole option. Buyer acknowledges that the remedy available to him as specified herein, is in lieu of any remedies that may be otherwise available to him, now or in the future, whether in law or in equity, relating to any loss or damage, whether directly or indirectly, arising from the purchase and/or the use of goods, including without limitation, any actual or contingent damages, loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever, whether pecuniary or non-pecuniary.
Should any limitation on Seller’s liability hereunder be held ineffective under applicable law, than Seller’s liability shall in any event be limited to the minimum amount of damages to which Seller may limit its liability, where such is greater than the purchase price as specified in Seller’s pertinent invoice.
Should any clause in these general terms of Sale and Delivery be or become invalid in full or in part, this shall not modify the validity of the remaining clauses or remaining parts of the clause concerned.
All disputes arising from these general conditions and any transactions between the parties shall be submitted to the exclusive jurisdiction of the competent court. The relationship of the parties hereto shall be exclusively governed by and in all respect construed in accordance with the laws and with no application whatsoever of the United Nations sales law.