These Terms and Conditions of Sale (“Terms”) shall govern all quotations, orders and contracts for the sale of goods and services to Buyer. These Terms supersede and exclude any prior written or oral agreement, understanding, representation or promise, and any pre-printed or standard terms and conditions contained in Buyer’s request for quote, purchase order, invoice, order acknowledgement, contract or other similar document. These Terms may not be amended, supplemented, changed or modified except by concurrent or subsequent written agreement, signed by an authorized representative.

 

1. DEFINITIONS: “Supplier” means the Mistral Corporation Sagl entity named in the order which is providing the goods and/or services. “Buyer” means the company who accepted the offer or is named in the order.
    

2. PRICES: Unless otherwise mutually agreed to in writing, prices are net, Ex-Works (INCOTERM 2010) our warehouse and packing excluded. Stenographic, clerical and mathematical errors are subject to correction. Prices are exclusive of expenses related to special packaging or procedures to cover unique circumstances of shipment or storage unless specifically noted. Until acceptance of order on these Terms, quoted prices are subject to change. Orders with an amount lower than 250 EUR/USD are not accepted and/or a minimum order fee may be applied, unless otherwise agreed between the parties. Eventually given discount is valid only for complete orders if not otherwise agreed between the parties.
    

3. TAXES: The quotation and order price exclude all assessments, taxes, levies and charges of whatsoever nature present or future, due or becoming due. This exemption shall include but not be limited to value added tax, income tax, withholding tax, profits tax, turnover tax, goods and services tax and any other consumption or environmental taxes applicable, tax payable on the income of expatriate employees, port dues, import and custom duties on the components and services and all export duties payable on the repatriation of any Supplier components at the end of an order, where applicable. Where VAT exemption is required, the Supplier has to receive relevant Customs documents within 6 months from invoice date. Failing this, the Supplier will be forced to issue a new invoice including VAT. On the basis that an order is tax exclusive the Supplier reserve the right to invoice by way of an addition to such order price, such taxes as may be applicable under the relevant jurisdiction’s tax regulations, together with Supplier’s external costs of dealing with these taxes.
    

4. DELIVERY AND PERFORMANCE: Unless otherwise specifically agreed in writing by the parties, all goods shall be delivered Ex-Work (INCOTERM 2010) facility. Quoted delivery time/readiness time is always meant from receipt of written order and/or prepayment and “subject to unsold”. Title shall pass to the Buyer upon delivery, or upon payment in full, whatever is later, provided that the only rights that the Supplier retains in relation to title are those enabling recovery of the goods in the event of Buyer’s default on payment. Dates for the furnishing of services and/or delivery or shipment of goods are approximate only and are subject to change, and Supplier shall use commercially reasonable efforts to meet such dates; provided, however, that Supplier shall not be liable in damages or otherwise, nor shall Buyer be relieved of its performance hereunder, because of Supplier’s failure to meet them. If liquidated damages or a penalty have been agreed for delay, such liquidated damages or penalty shall only become due if the delay is solely due to the fault of the Supplier, the Buyer suffers damage due to this delay, and the Buyer has notified the Supplier in writing after the expiry of the time during which delivery could have been reasonably expected. Unless specifically agreed otherwise, it shall be calculated based on the value of the delayed part of the delivery, and the aggregate liability of the Supplier for all liquidated damages/penalties shall be limited to 5% of the total order value. Such liquidated damages/penalty shall be the Buyer’s sole remedy and Supplier’s sole liability in case of delay. For the avoidance of doubt, if the order is subject to the laws of the Netherlands, “liquidated damages” or “penalty” shall mean a contractual penalty which is meant to be a compensation for damages. Additionally, the Supplier shall not be liable, directly or indirectly, for any delay in or failure to perform caused by carriers or suppliers; labor difficulties, shortages, strikes or stoppages of any sort; difficulty in obtaining materials; Buyer requested order changes; fires, floods, storms, accidents, or acts of God; any statute, sanction, injunction or other governmental restraint or prohibition or political unrest; or other causes beyond supplier’s reasonable control. In the event of any such delay, the date of delivery shall be extended for a length of time at least equal to the period of the delay. All goods for which the Supplier does not receive notice of rejection for within seven (7) days after receipt, will be deemed accepted.
    

5. The use of original manufacturer part numbers is provided for reference only. It is not intended that parts are supplied by original maker. Spare parts sold may differ in material, shapes and colors from original equipment.
    

6. SHORTAGE, DAMAGE, ERRORS IN SHIPMENT: Supplier’s responsibility ceases upon making the goods available for pickup at its facility. Buyer shall note receipt for goods that are not in accordance with bill of lading or express receipt and Buyer shall make claim against such carrier for any shortage, damage or discrepancy in the shipment within seven (7) days. Partial and transshipments are allowed.
    

7. CREDIT AND PAYMENT: Payment terms shall be agreed case by case. Where advanced payment is required, it has to be received within 15 days from order receipt. Failing this, order will not be processed. Prorated payments are allowed shall become due with partial shipments readiness, and Buyer shall not be entitled to any retention or holdback. The Supplier reserves the right to revise quoted payment conditions in case of outstanding invoices. The Supplier retains all remedies for Buyer’s insolvency including, but not limited to, the right to stop delivery, reclaim any goods delivered, or withhold delivery except for cash. Failure to pay invoices at maturity date, at Supplier’s election, makes all subsequent invoices immediately due and payable and the Supplier may withhold all subsequent deliveries until the full account is settled and Supplier shall not, in such event, be liable for non-performance of contract in whole or in part. The Buyer shall pay interest on overdue payments, without formal notice, from the maturity date until the actual date of payment at the rate of one and a half percent (1.5%) per month of the amount not paid when due, compounded monthly. No deduction, whether by way of set-off, counterclaim or otherwise, shall be made by Buyer. The Buyer shall pay the Supplier all costs related to the collection of overdue amounts, including reasonable attorneys’ fees.
    

8. CANCELLATIONS AND CHANGES: All orders are binding upon acceptance. In the event that the Supplier, in its sole discretion, agrees to cancellation of an order by Buyer, Buyer shall be liable for a cancellation charge equal to the greater of (i) twenty-five percent (50%) of the purchase price and (ii) any loss or cost incurred by the Supplier, including, but not limited to, cost of materials, labor, engineering, reconditioning. Buyer is responsible for all reasonable storage, insurance, and all other expenses incurred by the Supplier as a result of Buyer’s cancellations and/or changes. No changes to the specification or the order are accepted without the prior written consent of both parties.
    

9. GOVERNING LAW AND ARBITRATION: Unless the parties agree otherwise in writing, the Contract shall be governed by and interpreted in accordance with the laws in force in principal place of business of the Supplier, excluding the conflict of law rules applicable in such jurisdiction. Any controversy claim or dispute between the parties hereto arising out of or related to this Contract shall be submitted to the Court of Lugano. The arbitration proceedings shall be in the Italian and/or English language and shall take place in Lugano, Switzerland. Nothing contained in this Clause shall preclude the Supplier from bringing legal action or proceeding against the Buyer for purposes of enforcement, injunctive relief or interim or remedial measures in the courts of any jurisdiction where the Buyer or any of its property or assets may be found or located, and the Buyer hereby irrevocably submits to the jurisdiction of any such court.
    

10. ENTIRE AGREEMENT: These Conditions, plus the additional agreed upon terms of the Contract (relating only to price, time and location for delivery, technical specifications and quantity of Parts to be delivered) contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. These conditions are intended fully accepted in full by the parties.