INTERNATIONAL SALES CONDITIONS
These general conditions apply to all supply contracts of ORION IES CO., LTD.. All deviations are valid only after written agreement by ORION IES CO., LTD.. For the present conditions term “Product” refers to supplied goods which form the object of the sale contract, herein named “Contract”.
2. PRODUCTS CHARACTERISTICS
All informations and data, referring to the specification of the Products, contained on folders, price lists, catalogues, WEB pages or similar documents are only valid if confirmed a on Contract form.
3. DELIVERY AND SHIPMENT
Without a written confirmation on a Contract form, delivery of the Products is fixed ex-works also if the shipment is done by ORION IES CO., LTD..
Risks of any loss or damage of the Products shall pass to the Client immediately upon delivery to the first carrier at ORION IES CO., LTD. factory.
Complaints regarding visible defects can only be dealt with if reported to ORION IES CO., LTD., in writing, within a period of 15 (fifteen) days after delivery. Complaints regarding non visible defects, covered by the guarantee, have to be reported to ORION IES CO., LTD., in writing, within a period of 15 (fifteen) days after the possible defect have become apparent or could have been apparent, but not after 12 (twelve) months from delivery.
Defects not covered by guarantee or discovered after the guarantee has elapsed, will be corrected by ORION IES CO., LTD. on request from Client at normal cost charged in those cases. Complaints can never be used as a reason to defer payments.
Without a different agreement written on an order confirmation, prices are referred to Products packing according to the chosen means of transport.
Other type of packing, on request from Client, shall be charged extra at normal cost. Without an open Contract for programmed deliveries, prices are referred to a single Contract. All prices are exclusive of VAT, sales taxes or any other taxes fixed by local authorities.
Payments have to be made by bank transfer and as an unconditional prepayment unless otherwise specified in writing.In this last case, if payment is not made or is made too late, ORION IES CO., LTD. reserve the right, without previous notice, to start collection, either via legal system or otherwise. For a term of payment exceeding the agreed terms, Client will pay an interest of 7 (seven) points plus current Usdibor rate for the period from the date of invoice untill the day of payment. ORION IES CO., LTD. reserve the right to charge all additional cost incurred for credit recovery to the Client.
Products supplied by ORION IES CO., LTD. are guaranteed for a period of 12 (twelve) months from delivery date according to the conditions specified in point 4. ORION IES CO., LTD. can choose to repair or replace the Product. If the Product is repaired it will mantein the original term of guarantee, whereas if the Product is replaced it will have 12 (twelve) months of guarantee. The warranty will be null if the Client modifies, repair or uses the Products for other purposes than the normal conditions foreseen by instructions or Contract. In no circumstances shall ORION IES CO., LTD. be liable for direct, indirect or consequiential or other loss or damage whether caused by negligence on the part of the company or its employees or otherwise howsoever arising out of defective goods.
8. FORCE MAJEURE
ORION IES CO., LTD. cannot be held responsible for causes of force majeure and the Client will not be allowed to cancel the Contract. ORION IES CO., LTD. will inform the Client immediatly when such a situation occurs. In case of force majeure Products can be delivered in separate steps with separate invoices. Force majeure comprises situations that cannot be attribuited to ORION IES CO., LTD., for example, strikes, fire or other calamities, acts of local authorities and inadequate performances of suppliers.
Contracts will be subject to US Laws. All disputes originating from applying to the Contract conditions shall be submitted to arbitration of the Chambre of Commerce of Houston. If the arbitration is not possible, the disputes shall be submitted to the Court of the city of Houston.