Terms and Conditions - Taiyo Europe

1.0Taiyo Europehttps://taiyo-europe.comTerms and Conditions - Taiyo Europerich600338<blockquote class="wp-embedded-content"><a href="https://taiyo-europe.com/terms-and-conditions/">Terms and Conditions</a></blockquote> <script type='text/javascript'> <![CDATA[//><!]]> </script><iframe sandbox="allow-scripts" security="restricted" src="https://taiyo-europe.com/terms-and-conditions/embed/" width="600" height="338" title="“Terms and Conditions” — Taiyo Europe" frameborder="0" marginwidth="0" marginheight="0" scrolling="no" class="wp-embedded-content"></iframe>TERMS AND CONDITIONS General Terms and Conditions of Purchase, Sale and Engagement (GTC) of Taiyo Europe GmbH (hereinafter referred to as Taiyo) THIS PURCHASE ORDER IS GIVEN AND ACCEPTED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. NO TERMS ADDITIONAL TO, OR DIFFERENT FROM, THESE TERMS AND CONDITIONS SHALL BE BINDING ON BUYER UNLESS AND UNTIL EXPRESSLY ACCEPTED BY BUYER IN WRITING. 1. OFFER AND ACCEPTANCE. This Purchase Order includes these General Terms and Conditions and all specifications attached by Buyer hereto or expressly incorporated by Buyer herein by reference. Seller’s acceptance of this Purchase Order or delivery or provision of “Products” as defined herein shall constitute acceptance by Seller of each and every term and condition herein. Buyer reserves the right to revoke this Purchase Order at any time prior to Seller’s acceptance hereof. 2. DEFINITIONS. The term “Buyer” as used herein means Taiyo Europe GmbH. The term “Seller” as used herein means a natural or legal person whose name appears on the face of this Purchase Order, to whom this Purchase Order is issued. The term “Product” as used herein means (a) materials, components, supplies, diagrams, equipments, data and other articles or property and/or (b) services, as the case may be, which are to be delivered under this Purchase Order and includes design, installation, inspection, and testing as specified herein or as required to supply or furnish same. 3. DOCUMENTATION. All order confirmations, invoices, shipping documents, labels, receipts and related correspondence and documentation referring to this Purchase Order shall carry Buyer’s Purchase Order number. Seller’s order confirmations and invoices shall clearly specify all applicable national, state or municipal sales and use, excise or transportation taxes relating to the Product, and shall certify that the Product was produced and supplied in accordance with all applicable national, state and local statutes, administrative rules and regulations as per the Purchase Order specifications. 4. DELIVERY; TRANSPORTATION; RISK OF LOSS. Delivery of the Product shall be on the term set forth on the face of this Purchase Order, which will be in accordance with INCOTERMS 2020 or the latest revision thereof, and at the lowest cost form of transportation as commercially reasonable, unless otherwise specified by Buyer in this Purchase Order. Seller shall be liable for any difference in transportation charges between shipment as made and shipment as requested by Buyer in this Purchase Order, and such difference may be deducted by Buyer from payment to Seller. Title to, and risk of loss of, the Product shall remain with Seller until receipt by Buyer. 5. INSPECTION; PAYMENT. Buyer shall have the right to inspect the Product following Buyer’s receipt thereof and, at Buyer’s option, prior to receipt thereof at Seller’s premise Buyer’s payment for the Product shall not be deemed to constitute acceptance thereof nor shall such payment be deemed to constitute a waiver by Buyer of any right to reject the Product or revoke acceptance thereof or a waiver by Buyer of any warranty of Seller, express or implied. 6. TIME FOR PERFORMANCE. Seller’s performance under this Purchase Order by delivery of the Product at the date or dates specified therefor is a material term hereof and time is of the essence. In the event that Buyer does not receive the Product (or installment thereof, as applicable) on or before the date specified herein for delivery, Buyer shall have, in addition to all other remedies provided by law, the right to hold Seller liable, and under such circumstances Seller shall be liable, for damages for any additional costs incurred by Buyer which are in any way attributable to Seller’s failure to deliver the Product on the due date, or alternatively, Buyer shall have the right to cancel this Purchase Order in its entirety, without liability to Buyer. Buyer, at its option, may accept delivery of the Product (or installment thereof, as applicable) on a date or dates different from those specified for delivery herein without waiver of any rights by Buyer as to prior or subsequent deliveries of the Product. 7. WARRANTY; REMEDIES. In so far as Seller provides for the standard terms of warranty for the Product, such warranty shall apply unless otherwise specified on the face of this Purchase Order. Otherwise, Seller warrants that the Product shall conform in all respects to the terms, conditions and specifications of this Purchase Order, that all designations or markings appearing on the Product relating to the weight, measurement, ingredients or quality of the Product shall represent the true net weight, measurement, ingredients or quality thereof, that the Product shall be merchantable, fit for its intended use and free from defects in materials and workmanship and that the Product shall be produced and supplied in accordance with all applicable national, state and local statutes, administrative rules and regulations. In the event the Product does not so conform or is defective and Buyer notifies Seller accordingly, Seller shall promptly remedy the same at Seller’s sole cost and expense, by repair, modification, replacement, or full refund, at Buyer’s option, and Buyer shall have all other remedies provided by law. 8. REPAIR BY BUYER. Buyer may, without waiver of any other right of Buyer hereunder repair, alter or modify, at Seller’s cost, Product which is not in conformity with the terms, conditions and specifications of this Purchase Order. 9. INDEMNIFICATION OF BUYER Seller shall be liable to Buyer for, and shall defend, hold Buyer harmless and indemnify Buyer from and against, any and all suits, actions, proceedings, claims, liabilities, judgments, damages, interest, attorneys’ fees, expenses and costs whatsoever, no matter when the same may arise or be sustained, whether relating to injury to person or property or any other loss, which are or are claimed to be in any manner caused, contributed to or occasioned by reason of the default or breach of any term or condition of this Purchase Order by Seller or Seller’s agent, or by the performance or failure to perform hereunder by Seller or […]