DEFINITIONS

 

"Goods" means the goods, products, materials, liquids, equipment, stored goods and any part or component thereof or incorporated therein, to be supplied by Nutrichem as specified in the Purchase Order and/or the Agreement To the extent the context allows, the term "Goods" shall also include deliverables to be provided under the Services.

 

HIERARCHY OF DOCUMENTS

 

Each purchase by Buyer from Nutrichem shall solely be based on the terms of these Terms and Conditions and the additional terms and provisions of the respective Purchase Order and or Contract.

 

Nutrichem Ventures LTD expressly rejects the applicability of any other general terms and conditions or stipulations of Buyers irrespective of any printing or reference in the order confirmations, invoices or other documents issued by Buyer unless they are stamped by Nutrichem.

 

In the event of any inconsistencies or conflicts between the main body of these Terms and Conditions, any Purchase Order and any other Appendices to the Agreement, the order of precedence shall be as follows:

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1. These Terms and Conditions

 

2. Contract

 

3. Purchase Order

 

4. All other Appendices to the Agreement

 

ORDERING

 

Buyer will provide Nutrichem with firm Purchase Orders no later than 7 days prior to the production date of the respective Purchase Order. Nutrichem shall confirm (or reject) the Purchase Order within 48 hours after its receipt. The Purchase Order will be binding to the Parties upon Nutrichem's written acceptance. 

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DELIVERY DATE

 

The delivery lead times of the Goods are stated in the Purchase Order confirmed by Nutrichem. Delivery delay by u maximum of 21 days due to technological or logistical reasons is acceptable. Nutrichem shall inform Buyer in writing of any anticipated or actual delay regarding the delivery.

 

PAYMENT

 

Buyer shall pay the amount invoiced by Nutrichem for Goods by bank transfer as agreed on Purchase Order which was confirmed/stamped by Nutrichem.

 

If payment of due invoice is not settled in time specified on the invoice Nutrichem has the right to invoice interest of 0.1% of value of the invoice in question for each calendar day of payment delay.

 

If transport costs have changed in the time between Purchase Order was issued and the goods were dispatched from the factory, Nutrichem reserves the right to increase the price by this amount (in other words by the amount that the transport cost has increased). In this case Nutrichem must provide the buyer with a copy of transport cost invoice from the shipping line or forwarder in order to prove this price increase.

 

The risk of accidental loss / damage to the goods passes from the Seller to the Buyer as specified by Incoterms. This is also the case for CFR Incoterms, in which risk passes to Buyer as soon as the goods are loaded on the vessel.

 

QUANTITY

 

Quantity delivered can vary by +10% to – 10% of the quantity agreed upon in Purchase Order. Nutrichem will invoice the precise quantity that was delivered. In case of advanced payment and later reduced quantity of the delivery, the value of the reduced quantity shall be paid back to the buyer. 

 

REPRESENTATIONS AND WARRANTIES OF SUPPLIER

 

Compliance with Regulations, Specifications, Laws

 

Supplier warrants that the Goods comply with relevant Technical Data Sheet.

 

Compliance with EU and Non-EU Chemical Control Regulations (including REACH)

 

With regard to chemicals supplied hereunder within B or into the European Union, Supplier herewith confirms that it is fully aware of EC Regulation No. 1907/2006 Authorization on and Registration, Restriction Evaluation, Chemicals of ("REACH") and the specific terminology used therein. To the extent that any Goods, or any of the substances used in the Goods, fall within the scope of REACH, Nutrichem confirms and represents that the Goods or any of the substances used in the Goods are fully compliant with all requirements of REACH, including a timely registration

 

LIABILITY AND CLAIMS

 

Liability

 

If Goods (i) fail to comply with the specifications of the Technical Data Sheet, the regulations and instructions according to Section 3 herein above, (ii) fail to be delivered at all, or in the agreed volume and/or quantity, taking into account paragraph 2.6, Nutrichem shall at Buyers option and within a reasonable time replace the Goods at no additional charge to Buyer or issue a credit note for any such Goods in the amount of the original invoice price.

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Claims

 

Any claims related to the quantity and/or quality if any shall be sent to Nutrichem not later than 30 days after arrival of the goods to port of destination (as stated in Purchase Order Incoterms). If claims are not submitted within this time frame, the Buyer is barred from pursuing claims for the goods in question.

 

 

FORCE MAJEURE

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Neither the Seller nor the Buyer shall be in breach due to non-performance or delay in performance under the Contract to the extent that any such failure or delay is due to an event beyond Seller’s/Buyer’s reasonable control, including but without limitation to events such as Acts of God; adverse weather conditions, ice, frost, lightning or perils of the sea; accident of navigation or breakdown of or injury to vessels, unavailability of containers or space on relevant vessels; epidemic/pandemic, quarantine, war (declared or undeclared).

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OTHER

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In case there is a conflicting item or clause within the Standard Terms and Conditions between Nutrichem and the Buyer, the item or clause must be mutually addressed and agreed upon by both parties. In the absence of a mutual agreement, Nutrichem reserves the right to enforce its own Standard Terms and Conditions.