Standard Terms & Conditions for the sale of product or services
Standard Terms & Conditions for the sale of product or services
NOTICE: Sale of any Products or Services is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire with the validity defined in the proposal and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.
I – DEFINITIONS:
- “Buyer” means the entity to which Seller is providing Products or Services against the PO issued by Buyer to Seller.
- “Oregon Systems” is referred to the “Seller” means the entity providing Products or performing Services against the PO issued by Buyer to Seller.
- “Services” means the services Seller has agreed to perform for against the PO issued by Buyer to Seller.
- “Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.
II – GENERAL REMARKS:
Placing an order automatically entails acceptance of these General Terms and Conditions of Sale and, where relevant, of the special conditions specified at the time of the order. No additions, omissions or modifications to any of the provisions of these terms of sale will be binding on “Oregon Systems” without their written agreement.
III – THE ORDER:
Any clauses or special purchase conditions on the “Buyer” Purchase order that are in contradiction with these terms and conditions are not applicable, except with the express written agreement of “Oregon Systems”. Once a customer places an order, “Oregon Systems” will acknowledge receipt of the order and will have the option of notifying refusal or amendment within Two working days of acknowledgement of receipt. If no refusal or amendment is notified, the order becomes binding at the end of the second day following the acknowledgement of receipt. Any changes to the order notified by “Oregon Systems” during this period shall be considered accepted by the customer, unless the customer notifies “Oregon Systems” of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of the customer’s consent, or on expiry of this three-day period. In the event of a modification of any kind (designation, quantity, etc.) to an order already received and confirmed by “Oregon Systems”. The conditions granted previously cannot be extended without “Oregon Systems” consent.
IV – PRICES & BILLING:
Goods and equipment will be invoiced at “Oregon Systems” valid rate on the date of delivery. Prices are exclusive of any tax, duties, fees or other government levies; any taxes, delivery charges, shipping, packaging and insurance will be invoiced in addition, at the rate applicable on the date of sale, mentioned in the commercial Proposal from “Oregon Systems”. Orders for special services and products not on “Oregon Systems” proposal shall be invoiced at the price stipulated in the commercial proposal.
Where Services are provided on a fixed price basis, the total price for the Services shall be the amount set out in the relevant Statement of Work, and the customer is liable to pay for services out of scope in the proposal of “Oregon Systems”.
Acceptance of these general terms of sale implies the customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from “Oregon Systems”.
V – DELIVERY TIMES:
The delivery times communicated to the customer are given as an indication, as OREGON SYSTEMS is dependent on its own suppliers. Time of delivery is not of the essence.
OREGON SYSTEMS is entitled to suspend or cancel a delivery in serious circumstances, and in particular in the following cases:
– Should the customer fail to comply with the agreed payment terms;
– Should the customer fail to provide OREGON SYSTEMS in a timely manner with the technical, financial or commercial information or specifications, necessary for dispatch;
– Force majeure or events such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at OREGON SYSTEMS or their suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure.
In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to the customer.
VI – RETURN OF GOODS:
No merchandise can be returned without the prior written agreement/confirmation of “Oregon Systems”
The costs of transport and re-warehousing are the responsibility of the “Buyer”. Unless otherwise agreed, a restocking fee of 20% will be charged.
VII – TERMS OF PAYMENT:
For “Buyer” who do not have a credit account with “Oregon Systems”, payment is due prior to the order being processed.
Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency.
Except for special conditions, payments from customers with a credit account with “Oregon Systems” are due within 30 days from date of invoice. Payments must be made by bank transfer or cheque. Payments cannot be made in cash.
VIII – FAILURE TO PAY
Interest shall be due and payable on all late payments starting from the date payment was due, at a rate of eight per cent above the HSBC base rate. In this case, the base rate reference for payments becoming overdue during the first half of the year concerned is the HSBC base rate as of 31st December in the year immediately preceding. For the second half of the year concerned, it is the rate in force on 30th June of the year in question.
In the absence of payment of a single instalment (or of a single draft on the due date), the entire amount of the sums owed by the customer to OREGON SYSTEMS shall immediately become payable. Deliveries and orders in progress may be suspended, including any outstanding Statements of Work. The sale will only be completed and title transferred on full and final settlement of the invoices.
Should OREGON SYSTEMS be forced to demand payment of invoices, even if simply by registered letter, a liquidated damages sum fixed at 10% of the amount of the debt shall be due by the customer, starting from the due date of the invoice, taking into account the costs and time incurred by OREGON SYSTEMS in demanding payment. Should the collection fees be higher than the amount of liquidated damages, OREGON SYSTEMS may demand additional compensation, on presentation of receipts. OREGON SYSTEMS may remove the credit facility, reverting the account to cash with order, without notice, at their discretion.
VIII – THE “BUYER”s COMMERCIAL COMMITMENTS
The “Buyer” undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm “Oregon Systems” commercial reputation through the products supplied by them. In particular, the customer undertakes to provide accurate, up to date information about the characteristics, performances and possible uses of the products commercialised by “Oregon Systems”. The “Buyer” also undertakes to obtain and renew any authorisations necessary for the sale of the products in the country in which they are established. The customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by “Oregon Systems” as well as the software for which a licence is granted.
XI –GOVERNING LAW AND JURISDICTION:
These terms and conditions of sale and all matters relating to them shall be governed by the laws of Kingdom of Bahrain. In the event of a disagreement over all, or part, of these terms and conditions of sale, as for any that may arise over the performance of any order, jurisdiction is assigned to the Courts of Kingdom of Bahrain.