All purchases by the Buyer (“Orders”) shall be governed exclusively by these terms and conditions. No modification to these terms and conditions shall be binding upon NAELCOM (“Naelcom”) unless the modification appears on the attached Naelcom Quotation. It is recognized that the parties mentionned here may, for their respective convenience, desire to use standardized Purchase Order forms, Order forms, Confirmation forms or other documents which may contain terms in addition to or at variance with these terms.
Therefore, it is expressly understood and agreed that such forms may be used but shall not add to or vary these terms whether or not these terms are referenced therein. Buyer may assent to Naelcom’s Terms and Conditions by referencing this Naelcom Quote number on a Purchase Order, written acknowledgement, implication and/or by acceptance or payment of goods ordered, any of which shall constitute assent to these terms and conditions.
Naelcom agrees to sell to Buyer the quantities of products specified at the prices specified on this Naelcom Quote. Prices are valid for [ 30 ] days from the date of the Naelcom Quote. Prices include packaging in accordance with Naelcom’s standard practice. Prices do not include any taxes. Taxes will be added where Naelcom is required by law to collect them and will be paid by Buyer unless Buyer provides a proper tax exemption certificate to Naelcom.
Delivery Date represents the best estimate of when Naelcom will ship products to the Buyer (Estimated Ship Date). Prior to an Order Confirmation being issued by Naelcom to the Buyer the Estimated Delivery date is subject to change without notice.
Buyer may cancel Orders for standard products in whole or in part upon written notice provided such notice is received at least thirty (30) days prior to the agreed delivery date. Orders for non-standard products are non-cancelable and non-returnable.
Buyer may postpone Orders for standard products upon written notice provided such notice is received at least two (2) weeks prior to the delivery date. Buyer may postpone Orders for non-standard products upon written notice provided such notice is received at least thirty (30) days prior to the delivery date. In no event shall a postponement exceed sixty (60) days from the original delivery date. Once postponed an Order is non-cancelable and cannot be further postponed.
Delivery of the goods shall be Ex-Works Naelcom Tremblay-en-France, France warehouse location.
Claims against Naelcom for shortages, defects or deficiencies must be made within 10 days after receipt of shipment. Naelcom may make deliveries in installments with corresponding partial invoicing.
Payment for the full product purchase price and any related prepaid freight transportation charges and taxes as itemized in Naelcom’s Invoice shall be made in [ ] days provided the Buyer’s credit request has been approved by Naelcom. No discounts are authorized. Each shipment shall be separately invoiced and paid for when due without regard to other shipments. The Buyer shall not apply pending product returns and other account credits until a Credit Note from Naelcom is issued. Should Buyer fail to make any payment when due or defaults in any way, Naelcom reserves the right to withdraw credit and suspend or cancel performance under any or all Orders from the Buyer.
Prior to return of any products to Naelcom for any reason, Buyer shall first obtain a valid Naelcom RMA Number by advising Naelcom of: quantity, part number, original purchase order number, price paid, original invoice number and a detailed reason for product return. Naelcom shall accept returns only after a RMA number is issued by Naelcom authorizing return of product. Buyer shall promptly ship all such authorized returns to Naelcom’s designated address freight prepaid by Buyer. Such return shipments must be in original packaging and shall display appropriate reference to the issued Naelcom RMA number on containers in which the returned product is shipped. Unauthorized returns or returns which fail to display appropriate reference will be subject to return shipment to Buyer, freight collect.
Final approval by Naelcom as to credit or replacement in the event of defective product returns may be held pending verification of pertinent facts, inspection and/or testing by original manufacturers. Naelcom shall not be liable for reimbursement to Buyer of any non-refunded import duty applicable to return products.
Naelcom shall not be liable for any failure in performance, including without limitation any delay or nondelivery due to causes beyond Naelcom’s reasonable control.
There are no warranties either expressed or implied by Naelcom with respect to the goods. Buyer shall be limited to the warranties of the respective manufacturers thereof.
Customer part numbers are shown for reference only. Customer specifications and/or provisioning will be followed only if Naelcom has explicitly agreed to same and has confirmed this within a Naelcom Quotation or supply contract in writing.
Buyer shall not assign this Agreement, in whole or in part, or any rights hereunder without prior written consent of Naelcom. This Agreement shall be construed in accordance with and governed by the laws of France. These terms constitute the entire agreement of the parties regarding the products listed on the Quotation hereof, and supersede and replace all prior or contemporaneous agreements, representations, written or verbal, between the parties.