Article I: General Provisions
1. Legal relations between the Solcon-IGEL Group (Solcon Industries Ltd. and IGEL Electric GMBH) and purchaser in connection with supplies and/or services of the Solcon-IGEL Group (hereinafter referred to as “‘The Supplier’”) shall be solely governed by the present GT&C. The Purchaser’s general terms and conditions shall apply only if expressly accepted by the ‘The Supplier’ in writing. The scope of delivery shall be determined by the congruent mutual written declarations.
2. The ‘The Supplier’ herewith reserves any industrial property rights and/or copyrights and rights of use pertaining to its cost estimates, drawings, and other documents (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without ‘The Supplier’s’ prior consent and shall, upon request, be returned without undue delay to the ‘The Supplier’ if the contract is not awarded to the ‘The Supplier’.
3. Partial deliveries are allowed unless they are unreasonable to accept for the Purchaser.
4. The term “claim for damages” used in the present GT&C also includes claims for indemnification for useless expenditure.
Article II: Prices, Terms of Payment, and Set-Off
1. Prices are ex works and excluding packaging; value added tax shall be added at the then applicable rate.
2. If the ‘The Supplier’ is also responsible for assembly or Commissioning and unless otherwise agreed, the Purchaser shall pay the agreed remuneration and any incidental costs required, e.g.
for traveling and transport as well as allowances.
3. Payments to the supplier shall be made net of any deductions or taxes.
4. The Purchaser may set off only those claims which are undisputed or non-appealable.
Article III: Retention of Title
1. The items pertaining to the Supplies (“Retained Goods”) for which the purchase price claim is due, as specified in the quotation, shall remain the property of ‘The Supplier’ until payment has been made in total.
2. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.
3. Should the Purchaser resell Retained Goods, it assigns to the ‘The Supplier’, already today, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the ‘The Supplier’ such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by ‘The Supplier’.
4. (a) Purchaser may process, amalgamate, or combine Retained Goods with other items. Processing is made for ‘The Supplier’. Purchaser shall store the new item thus created for ‘The Supplier’, exercising the due care of a diligent businessperson. The new items are considered as Retained Goods.
(b) ‘The Supplier’ and Purchaser agree that if Retained Goods are combined or amalgamated with
other items that are not the property of ‘The Supplier’, ‘The Supplier’ shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are
considered as Retained Goods.
(c) The provisions on the assignment of claims according to No.4 above shall also apply to the new item. The assignment, however, shall only apply to the amount corresponding to the value invoiced by ‘The Supplier’ for the Retained Goods that have been processed, combined or amalgamated.
(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary to this effect, also assign to ‘The Supplier’ as security its claim to consideration for the combination, including all collateral rights for the prorate amount of the value the combined Retained Goods have on the other combined items at the time of the combination.
5. Until further notice, Purchaser may collect assigned claims relating to the resale. ‘The Supplier’ is entitled to withdraw Purchaser’s permission to collect funds for good reason,
including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings, protest or justified indications for over indebtedness or pending insolvency of Purchaser. In addition, ‘The Supplier’ may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its
customer of the assignment.
6. The Purchaser shall inform the ‘The Supplier’ forthwith of any seizure or other act of intervention by third parties. If a reasonable interest can be proven, Purchaser shall, without
undue delay, provide ‘The Supplier’ with the information and/or Documents necessary to assert the claims it has against its customers.
7. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the ‘The Supplier’ shall be entitled to rescind the contract and take back the
Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the ‘The Supplier’; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the ‘The Supplier’ takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the ‘The Supplier’ so expressly declares.
Article IV: Order Cancellation
Cancellation Schedule Policy (MV Cabinets):
Once an order has been placed and confirmed by ‘The Supplier’, the following scale of charges will be applied if the order is subsequently cancelled for whatever reason:
- After submission of preliminary drawings for approval by ‘The Supplier’: 10% of total outstanding order value.
- Within 15 days from preliminary drawing approval received by ‘The Supplier’: 35% of the outstanding order value.
- Within 30 days from final drawing approval received by ‘The Supplier’: 80% of the outstanding order value.
- After 30 days from final drawing approval received by ‘The Supplier’: 90% of the outstanding order value.
- Within 21 days before shipment date: 100% of total outstanding order value
Cancellation Schedule Policy (MV Chassis IP00):
Once an order has been placed and confirmed by ‘The Supplier’, the following scale of charges will be applied if the order is subsequently cancelled for whatever reason:
- 1 week after the order, 30% of the PO value
- 3 weeks after the order, 50% of the PO value
- 2 weeks before delivery, 100% of the PO value
Cancellation Schedule Policy LV and Control & Protection Products:
Purchaser may not cancel orders without receiving ‘The Supplier’s’ written consent.
Article V: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits, and approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in
time, times set shall be extended reasonably; this shall not apply if the ‘The Supplier’ is responsible for the delay.
2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout).
(b) virus attacks or other attacks on the ‘The Supplier’s’ IT systems occurring despite protective measures being in place that complied with the principles of proper care.
(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to other circumstances for which ‘The Supplier’ is not responsible; or
(d) the fact that ‘The Supplier’ does not receive its own supplies in due time or in due form such times shall be extended accordingly.
3. If the ‘The Supplier’ is responsible for the delay (hereinafter referred to as “Delay”) and the Purchaser has demonstrably suffered a loss therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the intended use.
4. Purchaser’s claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the limits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the ‘The Supplier’ to affect the Supplies. This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the ‘The Supplier’ is responsible for the delay. The above provisions do not imply a change in the burden of proof to the
detriment of the Purchaser.
5. At ‘The Supplier’s’ request, the Purchaser shall declare within a reasonable period whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.
6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than one month after notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more
than a total of 5 %. The parties to the contract may prove that higher or lower storage costs have been incurred.
Article VI: Passing of Risk
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:
(a) if the delivery does not include assembly or Commissioning, at the time when it is shipped or picked up by the carrier. Upon the Purchaser’s request, the ‘The Supplier’ shall insure the delivery against the usual risks of transport at the Purchaser’s expense.
(b) if the delivery includes assembly or erection, on the day of taking over in the Purchaser’s own works or, if so agreed, after a successful trial run.
2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or erection, the taking over in the Purchaser’s own works, or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.
Article VII: Assembly and Commissioning
1. Description of the Service
– Visual Verification of the correct installation and connection of the cabinet.
– Power on and set up of the Soft Starter according to motor name plate provided by the customer and application.
– Soft Starter operation test with motor decoupled of the load.
– Start the motor in manual and automatic control of the Soft Starter Cabinet.
– Functional tests of the Soft Starter with unloaded motor.
– Software register and parameter back up.
– Service is considered done from 8:00 to 17:00 (Considering one hour for lunch)
– Electro-mechanical installation and supervision of the assembly of the motor and soft starter cabinet.
– Mechanical and/or work on the motor assembly (insulation tests, alignment, installation of equipment or refrigeration machine, among others).
– Tests of insulation of cables from/to the soft starter.
– Tests of insulation of any other equipment (motor, transformer or others).
– Grounding measurements.
– Integration of control signals.
– direct works in client PLC. DCS and / or Communication Protocol except support of the client’s team during their works in PLC/DCS and/or communication with respect to our interface.
– installation, wiring or connection of power wiring and external soft starter’s signals (field switches, external emergency stop, etc.).
– Works in double shift.
– Supply of additional equipment (motors, isolation transformers and any other equipment.
– Supply of spare parts.
– Leveling of floors, excluding civil construction work that may be necessary for the completion and/or
commencement of installation of equipment.
– Storage and/or protective equipment.
– Power Factor Correction capacitors
– Coupling or alignment of the motor to the load
– In general any material or service that is not explicitly indicated in this offer.
3. Customer Responsibility
– The Supplier’s commissioning engineer is only responsible for the soft starter operation, and he is only certified by ‘The Supplier’ and not by any local law or local code. All safety and regulations, according to the local codes and laws, regarding the operation of electrical equipment is the customer’s sole responsibility.
– ‘The Supplier’s commissioning engineer will not bring with him any tools. It is up to the customer to verify that standard electrician tools will be available during the commissioning.
– The Customer must assign an engineer on site to assist in all technical and logistic issues.
– For the estimated execution time of this service to be met, the customer must ensure that the equipment (Motor and Soft Starter Cabinet) is available and correctly installed in the workplace. In addition, all the equipment not considered to be involved in the present technical proposal are operational and ready for its intervention, minimizing possible losses of time due to delays, execution of work in the same equipment or in neighboring areas that could interfere in the development of the service.
– The Soft Starter motor must be in optimum operating condition (electrically and mechanically operative).
– The customer will coordinate all the facilities for the entrance of our commissioning engineer to the work site; will provide all the procedures of authorization for the execution of the service.
– In case for reasons not attributable to ‘THE SUPPLIER’-IGEL, additional hours of services are required for activities not included in the scope described in this quote, the cost of the same will be charged according to the following rates:
Work week Monday – Friday:
Monday-Saturday from 8:00 to 17:00 hrs. – 100%
Overtime Monday to Saturday from 17:00 hrs. – 150%
Saturday – 150%
Sunday and Holiday– 200%
Work week Sunday – Thursday:
Sunday – Thursday 8:00 to 17:00 hrs. – 100%
Overtime Sunday – Thursday from 17:00 hrs. – 150%
Saturday – 150%
Friday and Holiday– 200%
Article VIII: Receiving Supplies
The Purchaser shall not refuse to receive Supplies due to minor defects.
Article IX: Defects as to Quality
The ‘The Supplier’ shall be liable for defects as to quality (hereinafter referred to as “Defects”,) as
1. Defective parts or defective services shall be, at The Supplier’s discretion, repaired, replaced or provided again free of charge, provided that the reason for the defect had already existed at the time when the risk passed.
2. Claims for repair or replacement are subject to a statute of limitations of 12 months calculated from the start of the statutory statute of limitations.
3. Notifications of Defect by the Purchaser shall be given in written form without undue delay.
4. In the case of claims for Defects, the Purchaser may withhold payments to an amount that is in a reasonable proportion to the Defect. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is time-barred. Unjustified notifications of Defect shall entitle the ‘The Supplier’ to demand reimbursement of its expenses by the Purchaser.
5. The Supplier’ shall be given the opportunity to repair or to replace the defective good within a reasonable period.
6. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective
civil works, inappropriate foundation soil, or claims based on external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications, installation/removal, or repair work carried out by the Purchaser or third parties and the consequences thereof are likewise excluded.
7. The Purchaser shall have no claim with respect to expenses incurred during supplementary performance, to the extent that expenses are increased because the subject matter of the Supplies has subsequently been brought to another location than the Purchaser’s branch office, unless doing so complies with the normal use of the Supplies.
8. The Purchaser shall have no claim for damages based on defects. This shall not apply to the extent that a defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, and/or intentionally or grossly negligent breach of contract on the part of the ‘The Supplier’. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded.
Article X: Limitation of Liability
1. The Purchaser’s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies. This limitation shall not apply in the case of liability based on intent, loss of life, bodily injury, or damage to health; this does not imply a change in the burden of proof to the detriment of the
Purchaser. The Purchaser’s right to rescind the contract shall be unaffected.
2. Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect The Supplier’s business, the contract shall be adapted considering the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the ‘The Supplier’ shall have the right to rescind the contract. The same applies if the required export permits are not granted or cannot be used.
If the ‘The Supplier’ intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.
of proof to the detriment of the Purchaser.
Article XI: Applicable law and place of jurisdiction
The laws of the state where the Supplier is located shall be applicable and govern this agreement, and any disputes shall be resolved in a court located within that state.