GENERAL CONDITIONS FOR SELLING, SERVICES AND GUARANTEES AT PETRAX EIRL
The sales, supplies and services to be carried out by PETRAX EIRL (hereinafter, the Seller) will be governed by these General Conditions of Sale, except in everything that is expressly agreed differently in the corresponding offer or in the acceptance of the order and that constitutes the particular conditions of the same. Therefore, other conditions that have not been explicitly accepted by the Seller will not have legal value or effect.
1.2 It will be considered that these General Conditions have been communicated to the Buyer from the moment in which the web page on which they are found is communicated or receives an offer from the Seller, whether or not accompanied by these Conditions.
Alternatively, they will be considered as communicated, if the Buyer previously received them in the course of his commercial relationship with the Seller, considering in this case that it is accepted by the Buyer for all purposes when placing his order.
2. Intellectual and industrial property.
The intellectual and / or industrial property of the offer and the information attached to it, of the equipment object of the supply, as well as the elements, plans, drawings,software, etc., incorporated or related to it, belong to the Seller or its suppliers, so that its use by the Buyer is expressly prohibited for purposes other than the fulfillment of the order, as well as its total or partial copy or transfer of use in favor of third parties, without the prior expressed consent of the Seller.
3. Formalization of orders and scope of supply / service
3.1 The scope of the supply or service will be clearly specified in the Buyer’s order. To be considered effective, the order must receive an expressed acceptance from the Seller, except in cases where, given the periodic nature of the supply, by mutual agreement, this requirement has been eliminated.
3.2 The supply includes only the equipment, materials and services object of the order, with the exception of cases in which in the Buyer’s order that has been accepted by the Seller, some additional documentation, information, support or Service is explicitly included.
3.3 The weights, dimensions, capacities, technical specifications and configurations relating to the products of the Seller included in catalogs, brochures, leaflets and technical literature, are illustrative, to give orientation and are not binding, with the exception of cases in which the Seller accepts a closed specification of the Buyer, which has to be part of the order’s documents.
3.4 Modifications and / or variations of the scope of an order must be notified to the Seller always in writing text and, to be valid, they must be expressly accepted by the Seller.
4.1 The prices of supplies are net, do not include I.G.V., nor any other tax, duty or levy, which will be subsequently passed on to the invoice with the corresponding rates. Unless there is a contrary stipulation in the order, or an agreement in this regard between the Buyer and the Seller derived from their commercial relationship, the prices do not include packaging, transport, freight or insurance, and are considered located in the Seller‘s factory. These prices are only valid for the order of all the materials specified in the offer.
4.2 The prices of the services, both for personnel labor and for the use of auxiliary equipment, materials, transport, consumables, etc., are based on net unit prices and do not include I.G.V., or any other tax.
4.3 In case that a number of hours have been estimated for the different activities that make up the services, it is indicated that this number of hours serves as a guideline, billing the hours actually performed.
4.4 In the case of pre-order offers, the prices offered are valid for 15 days and in this period they will be considered as fixed in the payment conditions specified in the offer, unless the supply offered consists of imported equipment subject to exchange contingencies of currency or payment of tariffs and fees, in which case the price of the offer would be adjusted based on these variations.
4.5 The prices indicated in the offer are understood for the payment terms specified in the offer. If these payment terms are changed, the offer prices would be reviewed. The document of the offer modified by hand or with deletions won’t be admitted.
4.6 Once the order has been accepted by the Seller, the supply prices are considered fixed and not subject to revision. However, a price adjustment will apply when:
– A price revision has been agreed between the Buyer and the Seller.
– The delivery or acceptance period has been delayed for cause directly or indirectlyattributable to the Buyer.
– The scope of supply has been modified at the Buyer’s request.
– In the event that prices have been quoted in a currency other than USD, the variation of the parity that the currency experiences with respect to the USD from the date of the order to the contractual billing dates of each milestone, will motivate the corresponding adjustment of the
5. Payment conditions.
5.1 The offer of the Seller or, in the absence of such, the Buyer’s order accepted by the Seller, will include the payment conditions of the supply. You can also use payment conditions previously specified in the framework of an agreement of a continuous commercial relationship between the Buyer and the Seller.
5.2 Payment will be made under the agreed conditions, in the Seller’s bank account or through another agreed procedure. Payment will be made without any deduction, such as not agreed withholdings, discounts, expenses, taxes or fees, or any other.
5.3 If, for reasons beyond the control of the Seller, the delivery, assembly, commissioning or receipt of the supply are delayed, the agreed payment conditions will be maintained.
5.4 In case of delayed payments by the Buyer, he will have to pay the Seller, without any requirement and as of the due date of the payment, the late payment interest, which will be calculated by applying an interest rate for the delay period equivalent to the BCRP’s Reference Interest Rate for one-month deposits, increased by one percentage point (100 basis points)and the one published by the BCRP will be taken on the second business day prior to the start date of the correspondent interest period. The payment of these interests does not release the Buyer from making the rest of the payments under the agreed conditions.
5.5 In the event that the Buyer incurred in delays in the agreed payments, the Seller may suspend the delivery of supply or the execution of the Services associated with it, without prejudice to the Buyer being required to make the late payments and to claim, in his case, additional compensation for the supply’s stopping or execution of the agreed Services.
5.6 The formulation of a claim by the Buyer does not entitle it to any suspension or deduction in the committed payments.
6. Delivery period and conditions
6.1 The delivery period is meant for the material placed in the position and conditions listed in the acceptance of the order. If the delivery position is not specified therein, the supply located in the factory or warehouses of the Seller will be considered. To ensure that the term of delivery obliges the Seller, the Buyer must have strictly complied with the payment schedule, if applicable in his case.
6.2 The delivery period will be modified when:
a) The Buyer does not deliver in due time the documentation that is necessary for the execution of the supply.
b) The Buyer requires modifications to the order that are accepted by the Seller and that in the opinion of the Seller require an extension of the delivery period
c) For the realization of the supply, the execution of works by the Buyer or its subcontractors is essential and they have not been executed on time.
d) The Buyer has breached any of the contractual obligations of the order, especially that which refers to payments.
e) For reasons not directly attributable to the Seller, there are delays in the production or disposal of all or some of the supply elements. Illustratively, but not limited to, the following causes of delay are included: supplier strikes, transportation and services, failures in third- party supplies, transportation system failures, floods, storms, disturbances, strikes, vendor staff stoppages or its subcontractors, sabotages, accidental stops at the Seller’s workshops due
to breakdowns, etc. and any cause that can be considered as force majeure. In cases a), b), c) and d) above, deferrals in the delivery period will not change the supply payment schedule.
6.3 In the event of a delay in the delivery of the equipment and materials object of the order directly attributable to the Seller, the Buyer may apply the penalty previously agreed with the Seller, said penalty being the only possible indemnity action due to delay (if this is not specified in the order, a delay in the delivery of up to 75 days will be accepted on the date of delivery agreed in the order, without this entailing variation in the agreed conditions and payment
dates and to respect).
7. Packaging and transport
7.1 Unless previously agreed with the Buyer, the packaging of the equipment and materials object of the supply will be subject to an additional charge on the sale price, not allowing the return of the same. As the final recipient of our packaging, it is the Buyer’s responsibility to give the most appropriate environmental treatment (valuation, reuse or recycling).
7.2 Unless previously agreed with the Buyer, the transportation, including the charges and downloads, will be carried out at the cost, risk and account of the Buyer, so the Seller is oblivious to any claim regarding damage or impairment of the supply, being at the expense of the Buyer assuming such risks.
7.3 If the equipment is ready to proceed to its supply or, alternatively, waiting to perform agreed tests, and the Buyer does not remove them or does not reach an agreement with the Seller so that they are stored in its facilities under agreed conditions, all expenses caused by storage, evaluated at the discretion of the Seller, will be responsibility of the Buyer, who will also bear all the risks that the stored material may suffer.
8. Preparatory work. Jobs, services and supplies not hired. Permits and authorizations.
8.1 The buyer must carry out in an appropriate manner, on time, at his own expense and under his responsibility, the necessary preparatory work so that the Seller can execute the services under the agreed conditions and deadlines: permits, access, lighting, electricity, etc. .
Likewise, the buyer has to deliver to the seller the necessary documentation (drawings, plans, specifications, etc.) and the proper planning of the work of his responsibility, so that the seller can carry out a correct and non-interfering execution of the contracted Services.
8.2 The buyer must obtain under his responsibility all the necessary permits and authorizations for the services to be executed by the seller in accordance with the applicable regulations.
9. Work time. Conveniences for service execution
9.1 The seller will adjust as much as possible the work time of his employees or contractors to the work time of the buyer, if this had industrial activity in the place of execution of the services. However, when it is necessary to avoid interference, stops are used, or in the case of services in plants under construction, a working time adapted to the specific case will be adopted.
9.2 In any case, the working time of the seller’s employees or their contractors in terms of duration, overtime, breaks, and rest periods will be adapted to current labor legislation and agreements in their sector. If for reasons out of the control of the seller, less working time will be made without having considered that end in the offer, the legally established working time will be billed.
9.3 Whatever the working time adopted, the buyer must provide the most suitable working environment for the execution of the services by the seller, his employees and his contractors:
lighting, heating, security, surveillance, etc.
9.4 The buyer must make available to the employees of the seller or his contractors the necessary operational facilities, such as: access to toilets, place for meals, clothing, storage for materials, tools and equipment, surveillance, etc.
10. Work safety and coordination
10.1 The buyer shall be solely responsible for the adoption of any measures necessary for the protection of occupational safety and health, being therefore responsible for the information of the risks of the workplace where the work will be carried out contracted, as well as the measures that must be applied when an emergency situation occurs and to do the coordination between the various contracts and contractors that, in their case, participate in a particular project, as well as the functions of consultation, training and, in general, is responsible for any other occupational safety and health obligations derived from the
application of the Labor Risks Law, both with respect to its own workers and its contractors.
10.2 The seller is entitled to carry out the stoppage of the execution of the services if it considers that the security of the personnel is not guaranteed, enjoying a reasonable extension of time when any delay occurs and being compensated by the buyer for any loss or damage suffered, such as lost hours, staff displacements, allowances, immobilization of equipment and tools, etc., with respect to the obligations and responsibilities provided for in this clause and
those contemplated in the Occupational Risk Prevention Law.
The seller may subcontract part of the work included in the execution of the services.
However, the seller will maintain full responsibility for the quality and execution period of the contracted services.
12. Inspection and Reception.
12.1 Except in cases where the order specifies it, inspections and tests during production and fine inspection prior to shipment of the supply, will be carried out by the Seller. Any additional tests required by the Buyer must be specified in the order, relating the applicable regulations and the place and entity in which these tests will be performed. These additional tests must be approved by the Seller and will be carried out on behalf of the Buyer.
12.2 Upon receipt of the supply, the Purchaser will verify the contents thereof within a period not exceeding 15 days from its reception, to verify any defects and / or faults that could be attributable to the Seller, immediately communicating to the Seller the existence of these defects and / or faults.
12.3 If the supply presents defects and / or faults attributable to the Seller, he will take the necessary measures for its elimination.
12.4 Except in the case where proof of reception has been specified in the order in conditions and dates agreed between the Seller and the Buyer, after 15 days have elapsed from the reception of the supply by the Buyer, without the Seller having received a written communication on possible defects or faults, the supply will be considered as accepted, starting the guarantee period from this moment on.
12.5 Shall be deemed for all purposes that the supply has been received by the Buyer if, having agreed upon reception tests, these tests are not carried out in the period stipulated for reasons not attributable to the seller or buyer begins to use the supply.
13.1 A period of 15 days is established since the supply has been received by the Buyer, so that he can notify the Seller in written communication and in a reliable manner.
13.2 The shipments of material to the seller’s premises, either for its replacement or repair should always be made carriage paid.
13.3. The Seller will not accept claims for materials that have been used, mounted on other equipment or handled and that have not been previously notified to the Seller.
14.0 To take into account that only addressed guarantees of those products that are paid to the seller as a whole will be met.
14.1 Unless expressly stated otherwise, included in the offer or acceptance of the order, the Seller warrants in respect of defects in materials, manufacture or assembly for a period of 12 months or 1000 hours of work (whichever is previously fulfilled) for the newly manufactured ones, and of three months for repairs and services, counted from the date of reception, either this explicit (approved reception tests agreed between seller and Buyer), or tacit (15 days after
shipment to Buyer, without sending any written communication to Seller indicating any non-conformity).
14.2 The guarantee expressed in section 10.1 consists in the repair or replacement (at the Seller’s choice) of items that have been recognized as defective, either due to material defects, manufacturing or assembly defects. Repairs are understood to be carried out in the Seller’s workshops, and on behalf of the Buyer are the dismantling, packaging, cargo, transport, customs, fees, etc., caused by the referral of the defective material to the Seller’s workshops Euroimportadora de partes S.A.C. and its subsequent delivery to the Buyer. However, it may be agreed with the Buyer to perform repairs and replacements of the defective item at the Buyer’s premises (at the choice of the seller Euroimportadora de partes S.A.C.).
14.3 The repair or replacement of a defective supply element does not change the start date of the guarantee period of the supply set, which will be the one indicated in section 10.1.However, the repaired or replaced item will have a three month guarantee from its repair or replacement.
14.4 When the guarantee expressed in section 10.2 consists of a substitution, which must be immediately urgent, the Buyer undertakes to return the defective part or item within a period not exceeding 7 days from the date of delivery of the new piece or element. We will proceed to the billing of the piece sent in the case of non-return of the replaced one.
14.5 In no case will the Seller be responsible for repairs made by personnel outside its organization.
14.6 Damage or effects due to wear and tear due to normal use of the equipment are excluded from the guarantee. Also excluded from the guarantee, which will also be considered expired, damages and defects caused by improper conservation or maintenance, improper or negligent storage and handling, abusive use, use of inappropriate liquids and gases as well as inadequate flow or pressure, defective assemblies , modifications introduced in the supply without the
approval of the Seller, installations made or subsequently modified without following the technical instructions of the product and in general any cause that is not attributable to the Seller.
14.7 Likewise, the guarantee will be considered expired if in the event that the start-up of the supply has been stipulated with the assistance of the Seller’s personnel, the supply is started without this assistance, or if, in the event of a breakdown, no measures are taken to mitigate the damage.
14.8 Any modification made in the implement without the express authorization of Euroimportadora de partes S.A.C will result in the total loss of the guarantee.
15. Limitation of liability.
The liability of the Seller and its agents, employees, subcontractors and suppliers for claims arising from the fulfillment or breach of their obligations (including active and passive negligence), will not exceed the overall contractual price as a whole and will not include any damages arising of lost profits, loss of income, energy or use, capital costs, inactivity costs, delays, customer claims of the buyer, energy replacement costs, loss of anticipated savings,
increased operating costs and any special, indirect or emerging damages and losses of any kind even if they are of a contractual, extra contractual nature – including active and passive negligence – of guarantee, strict liability or otherwise.
16. Export Limitation.
Some of the products supplied by Seller may be subject to export control regulations. For this reason the items supplied to Buyer will not be exported directly or indirectly by Buyer or third parties, without the prior written permission of the Seller. The Buyer is responsible for the fulfillment of this requirement.
17. Submission to Jurisdiction and Competition.
The parties expressly waive any other jurisdiction that may correspond to them and submit to the jurisdiction of the Courts and Tribunals of Lima, Peru.