EUTEX Terms and Conditions of Sale Rev date 10/31/2023
- DEFINITIONS
- EUTEX means EUTEX International, Inc. or EUTEX Canada, Inc.
- The Buyer means the person or company to be supplied with the goods by EUTEX.
- Goods mean the goods, materials, and/or other services to be supplied as per the contract.
- The contract means the contract for the sale and purchase of the goods made between EUTEX and the purchaser to which these conditions apply.
- SCOPE
The conditions apply to all sales of goods by EUTEX and shall prevail overall inconsistent terms or conditions contained and referred to in the purchaser’s order or in correspondence or elsewhere unless specifically agreed to in writing by EUTEX and any conditions or stipulations to the contrary are hereby excluded or extinguished.
- GENERAL
Unless otherwise expressly agreed in writing by EUTEX, the goods are supplied only on these Conditions, and no variation of or addition thereto (whether contained in any document emanating from the buyer or made orally by any person acting or purporting to act on behalf of EUTEX) shall have effect unless it is in writing signed by or on behalf of EUTEX. If any of these Conditions conflict with any conditions stated in the Buyer’s order or the Buyer’s conditions of purchase these Conditions shall prevail. The applicability of the Terms and Conditions of the Buyer of goods from EUTEX is hereby expressly excluded.
- QUOTATIONS
No quotation issued by the EUTEX is to be treated as an offer by EUTEX, but a basis to treat, open for the period stated therein or when no period is so stated, then within fifteen days after the date of the quotation. If an order is placed based on a quotation, such an order will be treated as an offer subject to these Conditions and is subject to the availability of goods at the time the order is placed. Shipping and handling costs are not included in the quotation. Shipping and handling costs specified on the Quotation Terms issued with the original quote will be charged accordingly should the Buyer not collect goods from EUTEX directly.
- QUOTATION OF PRICES
Quoted prices will be subject to variation according to material and labor costs at the time of manufacture other than for price list items which will be subject to the prices ruling at the date of dispatch.
- PAYMENT
Unless otherwise agreed the following items apply:
(a) Unless approved by EUTEX in advance the purchase price is due and payable upon delivery. If credit terms have been approved by EUTEX, the purchase price shall be payable by ACH, wire transfer, or credit card in full on or before thirty days following the date of dispatch. Any early settlement discount shall be in writing on the invoice. All cable reels are not subject to any settlement account. Credit card payments of $10,000 or more will be subject to a service fee of 3.36%.
(b) Interest will be charged on all overdue accounts at the monthly average of the prime rate plus 1%
(c) Without prejudice to any other rights of EUTEX, if any payment from the Buyer is overdue under this or any other contract between the parties EUTEX shall have the right to suspend or cancel this or such other contract in its entirety.
(d) If at any time the buyer is in default on any of the Terms and conditions of this contract, particularly failure to pay any amounts due by the correct dates, all monies payable by the Buyer shall immediately become due.
(e) CANCELLATION: In the event of cancellation of part or whole of the Purchase Order by the buyer EUTEX has the right to charge up to 100% of EUTEX’s costs of the goods.
- DELIVERY
EUTEX will use its best endeavors to meet delivery dates quoted, promised, or requested but shall not be liable to make good any loss or damage howsoever arising (whether directly or indirectly) out of delay in or failure to make delivery of the goods held awaiting inspection and/or shipping.
- CABLE LENGTHS
Unless engineering lengths are specifically requested, all lengths quoted by EUTEX are to be considered nominal and the cables supplied may vary by up to 5 % above or below the lengths quoted. Every effort will be made to supply to the lengths quoted but other lengths may be supplied to meet the total quantity ordered. A cutting charge of $25.00 will be assessed on all cable lengths required of 150 ft and below per line item. All prices shall be on actual quantities supplied.
- LATE SHIPMENT DUE TO INSPECTION OR SHIPPING NOT WITHIN THE CONTROL OF EUTEX
Where EUTEX has given appropriate notice that goods are available for inspection and/or shipping, then if a delay occurs in inspecting and/or shipping through no fault of EUTEX, the Buyer will pay against the invoice for the value of the goods held awaiting inspection and/or shipping.
- DAMAGE OR LOSS IN TRANSIT
EUTEX is not responsible for damage or loss in transit. Carrier receipts should be signed “unexamined” and in the event of damage or shortage, notification must be sent within one business day of receipt to both the Carrier and EUTEX, and the packing and contents shall be retained for inspection by the Carrier. Goods consigned by parcel post are subject to the Regulations of the Postal Authorities. In the event of non-receipt of the goods by the Buyer within 48 hours of the invoice date, the Buyer shall notify immediately EUTEX. If the Buyer fails to comply with the provisions of this clause it shall be liable to pay for the goods undelivered or damaged as though they had been delivered in good condition.
- FITNESS FOR PURPOSE
The Buyer shall determine the fitness of purpose of the goods for Buyer’s intended use and assume all risks and liability in connection therewith.
- ALTERATION BY BUYER OF SPECIFICATION OR LENGTHS OF CABLE AFTER ORDER HAS BEEN RECEIVED
Notwithstanding anything to the contrary in any other terms and conditions, EUTEX can claim for additional costs and possible extension of delivery date by notice in writing within 21 days of receipt in writing of alterations as above. EUTEX can alternatively reject the order, or can re-quote the order, and can charge for any work done which cannot be utilized in the amended order.
- TECHNICAL ADVICE OR ASSISTANCE OR RECOMMENDATIONS
EUTEX at the request of the Buyer, may, but without any obligation so to do, furnish technical advice or assistance or recommendation with reference to the use of the goods or materials sold hereunder, on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyer’s risk and EUTEX shall not be liable for any loss, damage costs or claim arising therefrom.
- FORCE MAJEURE
If EUTEX is prevented (directly or indirectly) from taking delivery of the goods or any part thereof by reason of an Act of God, war, strikes, lockouts, industrial disputes, fires, explosions, breakdowns, failure of sources of supply of raw materials, shortages or delay in obtaining fuel supplies, interruption of transport, Government action, or any other cause whatsoever outside EUTEX’s reasonable control, EUTEX shall be under no liability whatsoever to the Buyer.
- RETENTION OF TITLE
(i) All goods sold and delivered by EUTEX remain the property of EUTEX until the Buyer has paid in full all that which is owed to EUTEX in connection with the underlying agreement and/or in connection with agreements of the same nature, including damages, costs, and interest.
(ii) So long as the property of the goods remains vested in EUTEX, EUTEX shall be at liberty at any time to retake possession of the goods and for that purpose to enter upon any premises of the Buyer.
(iii) If the Buyer fails to pay for goods purchased from EUTEX, the Buyer has no right of retention with respect to these goods.
(iv) In the event of processing, blending, mixing, etc of goods which are still the property of EUTEX with other goods, EUTEX is considered to have become co-owner of the processed, blended, mixed, etc goods, even if those other goods form the main part of the processed, blended, mixed, etc goods.
(v) The Buyer shall on first demand by EUTEX pledge in advance the goods and its claims on customers or bank(s) to EUTEX. The Buyer hereby gives EUTEX an irrevocable power of attorney to do anything necessary (including but not limited to the execution and registration of deeds) to affect such a pledge. All pledges to EUTEX shall be in first priority.
- LIABILITY
(1) All conditions, guarantees, or warranties whether expressed or implied by statute common law or otherwise are hereby excluded.
(2) EUTEX shall not be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by EUTEX or the use of any of EUTEX’s goods.
(3) EUTEX shall not be liable for damage to property arising directly or indirectly from any defect in or failure of, or unsuitability for any purpose of the goods whether due to any act, omission, negligence of EUTEX or its employees or agents or to faulty design, workmanship or materials.
(4) Notwithstanding the foregoing, EUTEX will supply new goods in exchange for any defective goods or, at EUTEX’s option, EUTEX will repair defective goods provided that the defect arises under proper and normal use and solely from faulty design, workmanship or materials and provided that written notice giving full details of the alleged defects is received by EUTEX within twelve months of the date of delivery of the goods.
- THIRD-PARTY INDUSTRIAL RIGHTS
Where goods are supplied to the Buyer’s drawings, design, or specification the Buyer warrants that the manufacture, supply or sale by EUTEX will not infringe any Patent or Registered Design or Copyright and will indemnify EUTEX against all liability for any infringement and against all actions, proceedings, claims, costs, demands, and expenses in relation thereto.
- APPLICABLE LAW AND JURISDICTION
These Conditions and all Contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of the appropriate country from which the sale originates.
- EXPORT CONTROL
Buyer agrees and warrants to EUTEX that it will not export or re-export goods and services purchased from EUTEX, or any portion of thereof, in any form in violation of the laws and regulations of the United States or any other jurisdiction or country without the appropriate United States and foreign government export or import licenses or other official authorization.
Terms of Sale Rev Date 10/31/2023.
