AUXITECH FEED ADDITIVES, S.L. TERMS AND CONDITIONS
1. DEFINITIONS
1.1 In these Conditions, unless the context requires otherwise: “Chemical” means ‘Termin-8’ or any other chemical supplied by the Supplier; “Conditions” means any terms and conditions set out below and includes any additional terms and conditions agreed in writing by the Supplier; “Equipment” means the equipment supplied by the Supplier for the application of the Chemical; “Order” means an order placed by the Buyer for the Supply of the Chemical and/or the Equipment and/or provision of Services whether verbally or in Writing; “Services” means any services to be provided by the Supplier under the Conditions;1.2 Words importing the singular number shall include the plural and vice versa, words importing one gender shall include all genders, and words importing persons shall include bodies corporate, unincorporated associations and partnerships;
2. DURATION OF THE CONTRACT
The duration of the contract and its extensions will be stipulated between the parties.3. SUPPLY AND MAINTENANCE OF THE EQUIPMENT
The minimum purchase quantities and their extensions shall be as stipulated between the parties. In the event that both parties expressly agree, the Supplier undertakes to:3.1 To supply the Equipment to the Buyer as required for so long as the Buyer continues to purchase the Chemical from the Supplier in the quantities agreed in writing between the Buyer and the Supplier from time to time;
3.2 To install the Equipment as required on the Buyer’s premises in accordance with designs and specifications previously agreed with the Buyer;
3.3 To inspect and service the Equipment at regular intervals and maintain it in safe and efficient working order including, where necessary, repairing or replacing the Equipment or any part of it found to be defective.
4. BUYERS OBLIGATIONS
4.1 The Buyer shall, on days and at times previously agreed between the Supplier and the Buyer, permit the Supplier to enter the Buyer’s premises in order to supply the Services to the Buyer4.2 The Buyer shall:
4.2.1 ensure that the Equipment is used exclusively with the Chemical and with no other chemical or substance not supplied by the Supplier;
4.2.2 notify the Supplier immediately upon discovering that the Equipment is not working in a safe and efficient manner;
4.2.3 not modify or interfere with the Equipment or permit any person other than the Supplier to carry out any repairs to the Equipment;
4.2.4 permit the Supplier to enter the Buyer’s premises for the purpose of removing the Equipment in accordance with Clause 11.
4.3 The Buyer acknowledges that the Supplier shall at all times remain the sole and exclusive legal and beneficial owner of the Equipment, when it has been supplied by the Supplier, and undertakes not to do or purport to do anything or allow anything to be done which is inconsistent with the Supplier’s ownership of the Equipment.4.4 If the Equipment or any part thereof is lost or damaged, otherwise than as a result of fair wear and tear or the negligence of the Supplier’s personnel, the Supplier shall be entitled to charge the Buyer a fair and reasonable amount for the repair or replacement of the Equipment, part or item.
5. SUPPLY OF THE CHEMICAL
5.1 No order placed by the Buyer shall be deemed to be accepted by the Supplier until a written acknowledgement of Order is issued by the Supplier or (if earlier) the Supplier delivers the Chemical to the Buyer.6. DELIVERY
6.1 The Supplier will deliver the Chemical to the premises where the Equipment is installed within a mutually agreed time scale, but the Supplier shall not be liable for any loss (including loss of profit), costs damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Chemical nor will any delay entitle the Buyer to terminate or rescind the Order6.2 The Purchaser must implement all necessary measures for the proper reception and storage of the Chemical Product
6.3 If for any reason the Buyer will not accept delivery of the Chemical when it is ready for delivery, or the Supplier is unable to deliver the Chemical on time because the Buyer has failed to provide appropriate instructions, the Chemical will be deemed to have been delivered and the Supplier shall be entitled to render invoice accordingly
6.4 The Supplier shall have a longer delivery period in the event of circumstances beyond its reasonable control (Force Majeure, variations in the orders requested by the Buyer, contractual default by the Buyer, etc.). The Supplier shall, in such an event, inform the Buyer of the causes of the delay in delivery and the measures taken to minimise the impact of these circumstances.
6.5 The quantity of any bulk consignment of the Chemical as recorded by the Buyer upon measuring on the Buyer’s weighbridge where available shall be conclusive evidence of the quantity received by the Buyer on delivery.
7. PRICE AND PAYMENT
7.1 The Chemical will be supplied at the price agreed as at date of Order7.2 2 The Buyer will pay the price to the Supplier, in the currency shown on the invoice, without deduction or set-off 30 days after the Chemical is delivered, unless other terms have been mutually agreed between the buyer and Supplier, in writing. The Supplier reserves the right to require payment prior to delivery if the Buyer has previously failed to make any payment owing to the Supplier on the due date. If the Buyer fails to pay any sum due to the Supplier, the Supplier may require the Buyer to pay interest to the Supplier on such sum from the due date for payment at a rate of 0.5% for each month or part of a month during which the payment remains outstanding. Non-payment may constitute cause for termination of the contract
8. RISK/TITLE
8.1 The Chemical is at the risk of the Buyer from the time of delivery. The Purchaser is responsible for implementing the necessary technical measures for the reception and preservation of the Chemical Product, once the Supplier has delivered it to the address agreed under the contract8.2 Ownership of the Chemical shall not pass to the Buyer until the Supplier has received in full all sums due to it in respect of:
8.2.1 the Chemical and
8.2.2 all other sums which are or which become due to the Supplier from the Buyer on any account.
8.3 Until ownerships of the Chemical has passed to the Buyer under clause 8.2, the Buyer shall:8.3.1 hold the Chemical on a fiduciary basis as the Supplier’s bailee;
8.3.2 keep the Chemical free from any charge, lien or other encumbrance;
8.3.3 3 store the Chemical separately from all other materials of the Buyer or any third party in such a way that they remain readily identifiable as the Supplier’s property; and
8.3.4 maintain the Chemical in a satisfactory condition, insured on the Supplier’s behalf for its full price against all risks. The buyer is obliged to keep the Chemical Product in satisfactory condition until ownership has been transferred to it under clause 8.2. Satisfactory conditions will be understood as those that allow the product to be preserved in the same quality and form with which it was delivered by the Supplier, in such a way that, if it must be returned to the Supplier, it does not have to incur additional expenses for its repair.
8.4 If any of the events referred to in Clause 11 occurs, the Supplier shall be entitled to recover possession of the Chemical from the Buyer and to enter on the Buyer’s premises for the purpose of doing so. Likewise, the Buyer will have the obligation to return the Chemical Product to the Supplier in the same quality and form in which it was delivered.8.5 The Supplier shall be entitled to recover payment for the Chemical notwithstanding that ownership of the Chemical has not passed from the Supplier.
8.6 The Buyer may resell, use or otherwise dispose of the Chemical before ownership has passed to it only if such sale, use or disposition will be affected in the ordinary course of the Buyer’s business and will be a sale, use or disposition on the Buyer’s own behalf and the Buyer will deal as principal.
9. WARRANTIES
9.1 The Supplier warrants that the Chemical supplied will be of satisfactory quality and will comply with any specification or technical description applied to it by the Supplier, but does not warrant that the Chemical is fit for the Buyer’s particular purposes except to the extent that those purposes have been fully and expressly disclosed to the Supplier and to the extent that the Buyer has relied on the Supplier’s advice in the selection of the Chemical.9.2 The Supplier further warrants that, provided the Chemical is stored and used strictly in accordance with the training provided and any recommendations or guidelines issued by the Supplier:
9.2.1 el the Chemical will be effective for the purposes described in the specification;
9.2.2 the Chemical will not endanger the safety or well-being of any person.
9.3 The Supplier further warrants that the Services will be provided by competent personnel and will be performed in a good and workmanlike manner9.4 Save as aforesaid, all the other warranties and representations, express or implied, statutory or otherwise, are hereby excluded. The Buyer has a period of 10 days to notify the Supplier of possible defects in the Chemical Products, depending on their nature (detectable to the naked eye/hidden).
10. LIMITATION OF LIABILITY
10.1 The Supplier’s liability for any loss or damage suffered by the Buyer, that does not result from the latter’s own
negligence, or that cannot be attributable in any way to the Buyer, and as a result of any breach of these terms and conditions or any negligence on the part of the Supplier, its employee agents or sub-contractors shall not exceed 10.000 € unless the claim relates to personal injury or death, in which even the Supplier’s liability shall be unlimited. The Supplier, if it is found responsible, through objective evidence, for the damages caused by the Chemical Products
sold to the Buyer, will give the Buyer a positive response to resolve any claim, being able to choose what measure to adopt to resolve such event.
10.2 The Supplier shall not be liable for any loss or damage attributable to the negligence of the Buyer, its employees,
agents or sub-contractors, including (without limitation) permitting untrained personnel to operate the Equipment or otherwise deal with the Chemical or failing to comply with the Supplier’s recommendations and guidelines for the use of the Equipment and the Chemical.
10.3 The Supplier shall not under any circumstances be liable for any indirect or consequential loss of any nature
suffered by the Buyer as a result of any breach of contract or negligence on the part of the Supplier, its employees, agents or sub-contractors.
10.4 The parties agree that the restrictions on the Supplier’s liability under this clause are fair and reasonable in the light of their respective knowledge of the potential losses and damage which could be suffered by the Buyer, their respective abilities to insure against such loss and the price being charged by the Supplier for the Chemical
11. TERMINATION
11.1 The Supplier may enter the Buyer’s premises to remove the Equipment, as long as it is its property, on giving not less than 24 hours prior notice and may lead to the termination of the contract with the Buyer having to return the Chemical Products to the Supplier in the same quality and form that they were delivered if:11.1.1 the Buyer fails to purchase the quantities of Chemical satisfactory in accordance with the expectations of the Supplier or these quantities do not conform to those agreed in writing between the parties from time to time; or
11.1.2 the Buyer has not placed any Order for the Chemical for a period of three months; or
11.1.3 the Buyer commits any serious breach of any of the terms of these Conditions and that breach (if capable of remedy) is not remedied within 20 working days of notice being given by the Supplier requiring it to be remedied; or
11.1.4 an order is made or a resolution is passed for the winding-up of the Buyer or an administrator or receiver is appointed in respect of all or any of the Buyer’s assets or undertaking: or
11.1.5 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.6 there is any change in the management or control of the Buyer or the Buyer purports to assign its rights or obligations under these Conditions. Any change in the management or control of the Buyer must be previously communicated to the Supplier, reserving the power to demand termination of the contract.
12. INTELLECTUAL PROPERTY AND PROTECTION OF”KNOW-HOW”
12.1 1 The Buyer acknowledges that the Supplier’s rights to any and all intellectual property used on or in relation to the Chemical, the Equipment and the Supplier’s business and the goodwill connected with that are the Supplier’s property. In particular (but without. In particular (but without limiting the above) the Buyer expressly acknowledges that it is aware that the Chemical, the process of its application and the nature of the resultant product may be protected by patent registration.12.2 The Buyer shall use all reasonable endeavours to keep confidential all information relating to the Supplier’s business for so long as and to the extent that such information is and remains unpublished and is not known to the Buyer at the time of disclosure by the Supplier or is not thereafter lawfully obtained by the Buyer from a third party
12.3 The Buyer subject as provided in sub-clause 12.2, shall be responsible for keeping and procuring to be kept secret and confidential all information supplied by the Supplier of a secret or confidential nature (hereinafter referred to as “the know-how”) provided that the Supplier shall first have given notice in writing to the Buyer of the secret or confidential nature of such information before so supplying it.
12.3.1 The Buyer must be responsible for deleting all personal data or data related to the contractual relationship with the Supplier once the relationship between the parties ends. The obligation of confidentiality is maintained during the term of the contract and after its termination, without a term limit.
12.4 The obligations under this clause 12 shall cease upon publication by the Supplier or any third party of information comprising or being part of the know-how to the extent of such publication, or on confirmation by the Supplier that such information or part thereof is in the public domain.13. FORCE MAJEURE
Neither party shall be responsible for any delay or failure to perform its obligations under the Conditions to the extent that such delay or failure is caused by circumstances beyond the reasonable control of the party in default which make performance of the Contract impossible. The defaulting party must notify the other party in writing of the Force Majeure cause that prevents it from carrying out its contractual obligations. After 3 months of Force Majeure, the affected party may terminate the contract. If it is a circumstance beyond the reasonable control of a party, but which does not render performance of the contract impossible, both parties will renegotiate in good faith the terms of the contract applicable during the period in which the extraneous circumstance exists.
14. GENERAL
14.1 Each right or remedy of the Supplier under these Conditions is without prejudice to any other right or remedy of the Supplier whether under these Conditions or not
14.2 If any provision of these Conditions is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent
of such illegality, invalidity, voidness, voidability, unforceability or unreasonableness be deemed severable and the
remaining provisions of these Conditions and the remainder of such provision shall continue in full force and effect
14.3 Failure or delay by the Supplier in enforcing or partially enforcing any provision of these Conditions will not be
construed as a waiver of any of its rights under these Conditions
14.4 Any waiver by the Supplier of any breach of, or any default under, any provision of these Conditions by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these Conditions.
15. NOTICES
15.1 Any notice to be served under these Conditions shall be in writing and delivered personally to the recipient or sent by first class prepaid post or fax to the address shown on the Order acknowledgement (or any other address the recipient may have notified for that purpose in accordance with this clause)15.2 A notice delivered personally will be deemed to have been served at the time of delivery. A notice sent by email or postal mail will be deemed to have been served 5 business days after it was posted, and a notice sent by fax will be deemed to have been served at the time it was transmitted, provided that the sender can produce an error free transmission receipt. In each case, notice will be deemed given if the sender can present an error-free receipt of transmission.
16. ENTIRE CONDITIONS
16.1 Each party acknowledges that this Conditions and the terms and conditions contain the whole Conditions between the parties and that it has not relied upon any oral or written representation made to it by the other or its employees or agents and has made his own independent investigations into all matters relevant to it.16.2 These Conditions supersede any other agreement or arrangement between the parties whether written or oral and shall take precedence over any terms and conditions contained in any order or other communication from the Buyer.
17. GOVERNING LAW These Conditions shall be governed by Spanish law and the parties shall submit any dispute arising out of them to the sole jurisdiction of the Spanish courts..
AUXITECH FEED ADDITIVES. C/Ivars d’Urgell, 65. Edifici Neoparc 1. Planta 3, Oficina 7. 25190 Lleida, España.
Telf.: +34 973194699 www.auxitechfeed.com info@auxitechfeed.com
CIF: B 66871625; Inscrita en el R.M. de Barcelona, Tomo 45647, Folio 172, Hoja 494513.
