General Terms and Conditions
These Terms and Conditions shall apply to all agreements which commit us to any kind of deliveries (including work and services etc.) in commercial transactions with businesses and legal entities under Sudan public law or a separate fund under public law – hereinafter referred to as customers.
The customer confirms the following conditions by placing an order.
Any additional or different (purchasing) terms and conditions of the customer are hereby rejected. These terms and conditions apply only if we confirm this in writing.
These Terms and Conditions apply to all future supplies and services without future contracts having to refer in particular to them.
2. Quotations and Conclusion
The quotations contained in our catalogues, brochure, and other sales documents and in the internet (to the extent not expressly designated as binding) are always subject to change without notice, i.e. only to be understood as a request for a quotation.
All contractual agreements between us and the customer require the written form, or must be confirmed by us in writing. An order which does not meet this requirement becomes binding when we accept to dispatch the goods or perform other services.
Our employees and sales representatives are not entitled to oral side agreements (especially assurances) that are beyond the scope of the written contract. The aforementioned regulations shall not apply to oral declarations by the management or by persons with unrestricted authorization from us.
We reserve the right to allow for minimal/insignificant deviations in the goods/service from the information in our catalogues or offers. To this extent, specifications as to dimensions, weight, performance and characteristics, etc., as well as illustrations and other technical information in catalogues, promotional letters, etc. are not binding.
When we declare our agreement to a customer request for the cancellation of an order, without the existence of a defect or error in delivery on our part, we are entitled to charge the customer for all costs/damages incurred by us as a result of the cancellation (e.g. with regard to our suppliers) incl. compensation for lost profits. We are furthermore entitled to charge a processing fee to the amount of 15 % of the value of the goods. Goods delivered by us will only be accepted by us for return in faultless condition and carriage paid.
3. Terms of Delivery, Part Orders and Delays
To the extent that a delivery period has not been designated on our part as being binding, it shall only be deemed agreed approximately. It shall be extended the time period between the date of conclusion of the contract and the date of clarification of all technical and other details of the order, production of all and any necessary documents as well as time periods in which Buyer is in arrears in its contractual duties (e.g. agreed-upon advance payments).
We are entitled to render part services and make part deliveries insofar as this is not unreasonable for the customer.
A performance or delivery period shall be suitably extended – also within arrears – upon the occurrence of force majeure and all unforeseen obstacles occurring after conclusion of the contract for which we are not responsible (in particular, also disturbances of operation, strikes, lock-outs or transport disturbances), insofar as such obstacles can be proven to have a considerable influence on the planned performance or delivery. This shall also apply if these circumstances occur with our suppliers or sub-contractors. We shall notify the customer of the start and end of such obstacles as soon as possible. The customer can then demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period. If we do not make such declaration without delay, the customer can withdraw from the contract. In such a case, claims to damages shall be ruled out.
With regard to punctual deliveries, we shall only be liable for our own culpability and that of our vicarious agents. We shall not be answerable for delays of our previous suppliers. However, we engage to assign any claims to damages against the previous suppliers to the customer.
4. Consignment, Transfer of Risk
Unless otherwise agreed, the place of performance is the registered office of our company or our participating branch. We ship and insure the goods upon request from the customer and to the customer's cost from the place of fulfillment or directly from the manufacturer's works.
Route and means of dispatch shall be at our discretion. Additional costs caused by shipping wishes of the customer shall be charged to the latter.
Risk shall be transferred to the customer with hand-over of the goods to the forwarder. This shall also apply to part and pre-paid deliveries. In the event of delivery with our vehicles, risk shall pass to the customer as soon as the goods have been provided to it at the place stated by it.
If consignment or agreed collection is delayed at customer's instigation, the goods shall be stored at the expense of the customer and risk. In such a case, notification of readiness for dispatch shall be equated to dispatch. The invoice for the goods shall be due for payment immediately upon start of storage.
5. Prices and Terms of Payment
Prices shall apply ex place of performance plus packaging, freight/delivery charges, and the valid value added tax.
Should delivery occur more than 3 months after conclusion of the contract, we reserve the right to increase our prices in accordance with price list valid at that time or to increase them in proportion to increases in costs which have occurred since conclusion of the contract.
We shall be entitled to demand advance payments if we have provided sub-services according to section 3.02 or if the customer delayed our performance without section 4.04 coming into effect.
If not agreed to the contrary, our deliveries and services shall be due for payment without deduction immediately upon delivery. If circumstances become known after conclusion of the contract which lead us to conclude, based on the necessary commercial criteria, that the payment of the purchase price in accordance with the contract is put into question by the buyer’s lack of performance or desire to provide such (e.g. delays in payment for other deliveries from us or third parties), we are entitled to demand, setting an appropriate deadline, that the buyer choose between a pay-as-paid solution, advance payment or sureties. Advance payment is due immediately.
A deduction of discount shall require specific agreements. Assured discounts shall not be granted if Buyer is in arrears with the payment of earlier deliveries.
Credits by means of cheques shall be less necessary expenditure for encashment with value date on the day on which we can dispose of the equivalent value.
The assertion of right of retention and off-setting by the customer on the basis of counter-claims which are disputed or not legally established is excluded.
We may accept a bank guarantee to satisfy the agreed provision of security.
6. Retention of title
We retain title to the goods until payment of the purchase price or remuneration for a contract of work is made in full. For goods which the customer (including principals of a work contract) purchases from us in the context of an ongoing business relationship, we retain title until all our receivables from the business relationship have been settled, including the receivables originating in future – also from contracts concluded simultaneously or later. This shall also apply if individual or all our receivables have been written to an open account and the balance has been struck and accepted. In the event of arrears in payment of the buyer, we shall be entitled to take back the goods following a reminder and the buyer shall be obliged to return them.
7. Warranty, Consequences of, Notification of and Liability for Defects
We shall only be liable for defects, short deliveries and wrong deliveries in the services we render if the customer has examined the goods received for quantity and property without delay, and notified us of obvious and/or recognizable defects, short deliveries and wrong deliveries shall be notified in writing within 7 days from receipt of delivery item, in any case before processing or installation. Further-reaching obligations for commercial transactions pursuant to Sudan Commercial Code shall remain unaffected.
If the buyer establishes defects in the goods/services, it may not dispose thereof, i.e. they may not be divided, resold or processed, until an agreement on the handling of the notification of defects has been achieved or proceedings for securing of evidence have been carried out.
The customer shall further be obliged to grant us the opportunity of establishing the defect notified on-site or, at our request, to provide us with the object giving rise to complaints or samples thereof; in the event of culpable rejection, warranty shall be forfeited.
We assume warranty only for defects which were present at delivery/acceptance, and thus not for damage attributable to unsuitable or improper use, faulty assembly, commissioning, amendment or repair not carried out by us, faulty or negligent treatment or natural wear and tear.
In the event of justified complaints, we shall be entitled to determine the nature of subsequent performance (replacement delivery, reworking).
The expenditure necessary for subsequent performance, in particular transport and travel expenses, shall not be borne by us to the extent that it is based on the fact that the purchased item has been taken to a place other than the location of the professional activity or commercial branch establishment of the recipient after receipt, unless such move corresponds to the intended use of the object. Claims to recourse pursuant to Sudan Civil Code shall remain unaffected.
Claims to defect in quality shall be barred by limitation after 12 months.
8. General Limitation of Liability, Reference to Chemicals
Claims to damages and reimbursement of expenditure of the customer (hereinafter claims to damages), regardless of the legal reason, in particular due to breach of duties from a contractual relationship and from tort, are ruled out to the extent that we are not guilty of gross negligence and / or of violation of fundamental contractual obligations (so-called cardinal duties). The claim to damages shall, however, be limited to the foreseeable damage typical for the contract and our coverage limited to the amount of public liability insurance concluded by us in the scope of normal diligence. Exclusion of liability shall not apply in cases of assumption of a guarantee or a procurement risk. Furthermore, this shall not apply to the extent that we are cogently liable, in cases of gross negligence, on account of injury of life, limb or health.
Reference to chemicals: We advise you to the best of our knowledge within the possibilities granted. Our information, recommendations and tips do not release you from the necessity to examine our products under your own responsibility for suitability for the purposes envisaged by you. Existing laws and directives shall be complied with in all cases. This shall also apply with regard to all and any protective rights of third parties.
9. Data Protection
The customer is hereby informed that we process and store personal data obtained in the course of the business relationship, pursuant to the provisions of the Sudan Law
10. Place of Performance, Place of Jurisdiction, Applicable Law
Place of performance and exclusive place of jurisdiction for all and any disputes arising from the supply agreement (including cheque and bill actions) shall be the registered office of our company in Khartoum, Sudan or that of our branch involved in the contract. However, we shall also be entitled to bring suit against the customer at its place of jurisdiction.
The contractual relationships shall be regulated exclusively according to the law valid in the Republic of Sudan, excluding UN purchase law.