1. SCOPE
All purchase orders for equipment, products and/or services by customer to CTA GROUP are subject to the following terms and conditions and to all additional terms and conditions presented on or accompanying CTA GROUP’s quotations, CTA GROUP’s order acknowledgments and/or other documents or forms issued by CTA GROUP. CTA GROUP specifically rejects and customer disclaims all printed provisions in customer’s printed orders including associated forms and/or documents. Any amendment of these terms and conditions must be in writing and signed by CTA GROUP to be binding on CTA GROUP.
2. DEFINITIONS AND INTERPRETATION
Within these terms and conditions, definitions are defined as follows:
“Acceptance of Customer’s Purchase Order” shall mean CTA GROUP’s agreement, as evidenced by the issuance of an order acknowledgment, to supply the equipment and/or services identified in customer’s purchase order under the terms and conditions herein;
“CTA GROUP” is a company incorporated under Belgian law, and/or its designated affiliates;
“Customer” means the person or entity who places the purchase order;
“Delivery” means the date of delivery defined on CTA GROUP’s quotations, order acknowledgment or other documents;
“Equipment” means the products offered for sale to customer at time of sale;
“OEM” is defined as the original equipment manufacturer of the base product or any licensed or approved component manufacturer;
“Order Acknowledgment” means a document provided by CTA GROUP acknowledging the receipt of customer’s purchase order and CTA GROUP’s agreement to supply the equipment and/or services stated therein under the terms and conditions stated herein;
“Products” means equipment of CTA GROUP design and manufacture, or other manufacturer’s equipment offered for sale by CTA GROUP to customer;
“Purchase Order” means customer’s document for the acquisition of equipment and/or services from CTA GROUP, exclusive of all printed terms and conditions contained thereon;
“Quotation” means CTA GROUP’s conditional offer of sale for services, products and/or equipment;
“Services” means various types of services as provided by CTA GROUP to customer covering items such as sea-freight, insurance, training, site engineering and installation;
“Shipment Date” means the provisional date on which CTA GROUP has scheduled shipment of equipment to customer.
3. QUOTATIONS AND ACCEPTANCE OF PURCHASE ORDERS
Written documents by e-mail or fax are the only acceptable offers to contract from CTA GROUP to any customer. No verbal undertakings by any CTA GROUP employee will be considered as binding on CTA GROUP. If CTA GROUP provides manufacturer’s literature in support of a quotation, it is the customer’s obligation to study the manufacturer’s specifications supplied and assess the suitability of the equipment quoted. Notwithstanding any description provided by CTA GROUP in any document, the manufacturer’s description shall prevail. As used herein, all customer purchase orders are subject to written acceptance by CTA GROUP, at its sole discretion, even if received elsewhere by a salesperson, selling agent or representative.
4. PURCHASE ORDER CHANGES
Customer may not change its purchase order without CTA GROUP’s written consent. Any revision in drawings, designs, specifications, shipment completion dates or purchase order termination requested by customer may result in additional cost to customer. Any additional cost to customer will be at CTA GROUP’s standard rates in effect at the time of customer’s request. CTA GROUP’s performance of customer’s request shall commence only upon the issuance of a new purchase order or written amendment to an existing purchase order authorizing the applicable charge. Customer’s oral requests for services shall be binding on customer and deemed by CTA GROUP as valid customer purchase orders, governed by these terms and conditions.
Customer further agrees, as a result of any request made hereunder, to pay any and all charges associated with such service request.
5. PRICE OF EQUIPMENT, PRODUCTS AND/OR SERVICES
The price for equipment and services are based on CTA GROUP’s quotations, statements of work or proposals. A quotation, statement of work or proposal is valid for the period of days from date of issue as mentioned in our pro-forma quotation. Errors or omissions in price are subject to correction by CTA GROUP.
The price of products, equipment and/or services may subsequently be adjusted to reasonably reflect the adverse cost impact to CTA GROUP of:
Customer changes or delays which are outside of the scope of the agreement;
Or legal/regulatory changes which occur after the issuance of the quotation, order and/or statement of work for the particular products, equipment and/or services in question;
Or the failure of customer to perform its obligations.
CTA GROUP will provide a written notice and reason for an adjustment to the price within a reasonable period of time after CTA GROUP becomes aware of an event under which CTA GROUP intends to request an adjustment. The parties will then determine, in a commercially reasonable manner, the price adjustment that is appropriate. Pending such agreement, CTA GROUP will continue to perform the services specified in the purchase order for eight (8) business days or such other greater time that may be agreed to in writing by CTA GROUP, unless:
Customer failed to pay amounts due to CTA GROUP when due;
Or an event specifically identified in the quotation and/or statement of work permitting suspension or termination of the services;
Or customer is otherwise in breach.
In the event an adjustment to the price has not been made within the aforementioned eight (8) business days, CTA GROUP shall have the right to terminate this purchase order, in whole or in part and in addition to any other remedy available to CTA GROUP and customer shall make immediate payment to CTA GROUP on account of all equipment and/or products delivered and/or services rendered.
6. SCHEDULE FOR PERFORMANCE OF SERVICES
CTA GROUP will perform the services in accordance with the schedule stated in the quotation and/or statement of work.
7. PACKAGING, SHIPMENT AND SERVICE DATES
All equipment shall be suitably packed for shipment. CTA GROUP may charge for packing and/or packaging including special documentation to comply with customer’s and/or customs’ requirements. Shipment date for equipment or date for performance of services is estimated by CTA GROUP but is not guaranteed by CTA GROUP.
8. DELAYS CAUSED BY THIRD PARTY CONTRACTORS
Customer, regardless of the circumstances, will not hold CTA GROUP liable for any liabilities, penalties, or charges of any nature due to the late performance of any service date. CTA GROUP assumes no liability for any direct or indirect damages during shipment or delivery of equipment. Equipment may be tendered in partial shipments at CTA GROUP’s discretion.
In the event of shipment delay requested by customer or a delay caused by lack of shipping instructions, CTA GROUP will store all equipment covered thereby at customer’s risk and expense. CTA GROUP will invoice the customer at the full price for the equipment including an additional storage fee.
9. TITLE OF OWNERSHIP, RISK OF LOSS AND INSURANCE
Risk of loss, damage and insurance responsibilities for the products or equipment pass from CTA GROUP to customer according to latest version of INCOTERMS.
Title of ownership for the products or equipment shall pass to customer at the date of full payment of the price of such products or equipment by customer.
10. ACCEPTANCE OR REJECTION OF PRODUCTS, EQUIPMENT AND/OR SERVICES
After the delivery of the products or equipment, or the performance of services, customer will inspect them for conformity to the purchase order, statement of work and/or quotation within a period of ninety [90] days as of invoice date or as otherwise agreed in writing (hereinafter “acceptance period”). Acceptance of products, equipment and/or services by customer shall automatically occur after the passage of the acceptance period stated herein unless CTA GROUP is advised otherwise in writing within the stated acceptance period.
If any equipment, product and/or service does not substantially conform to the applicable purchase order, statement of work or quotation, customer shall notify CTA GROUP in writing of the non-conformance, and for equipment, obtain an authorization for return, and return such equipment and/or product to CTA GROUP for correction or completion as required.
With respect to services, CTA GROUP shall take prompt action to correct such unsatisfactory services. No additional cost will be charge if determined by CTA GROUP to be CTA GROUP’s fault.
11. PAYMENT TERMS
Customer’s payment obligations are stated on CTA GROUP’s invoices. Invoices for services will be rendered in accordance with an established milestone schedule or upon completion of any services. Late interests of one percent (1,00 %) per month on outstanding balances may be charged as of right. Such unpaid invoices may be increased as penalty, not reducible, to an indemnity equal to ten (10,00 %) of the due sums, besides the aforesaid interests and the possible judicial expenses. All amounts due shall be payable in the currency of CTA GROUP quotation unless otherwise specifically agreed upon in CTA GROUP’s order acknowledgement. If, in CTA GROUP’s judgment, customer’s financial condition does not justify continuation of the existing payment terms, CTA GROUP may:
Require full or partial payment of customer’s account;
Require payment in advance of equipment shipment;
Require payment in advance for performance of any services;
Change customer’s credit terms; or
Any combination of the above.
In case a standard payment period is agreed between the customer and CTA GROUP, the agreed payment period can be modified in case CTA GROUP ‘s supplier request also early payment. To this effect the modified payment terms will be clearly indicated on the quotation.
When the total amount of expired, unpaid invoices has risen to a number too high or when invoices have expired for a period too long by CTA GROUP’s judgement, CTA GROUP reserves the right to suspend the processing of orders and block shipments planned until the expired invoices are paid. For clarity, it is specified such suspension for late payment does not constitute a breach of contract. Customer shall do all that is necessary to pay its invoices in time and give CTA GROUP clear and detailed communication about payments when asked for.
12. PRODUCTS AND SERVICES WARRANTY
CTA GROUP warrants that all equipment and products supplied by CTA GROUP shall be new, of current manufacture and shall carry the manufacturers’ standard warranty unless specific exception is made in writing. Customer must promptly notify CTA GROUP of any claimed defect in the products, equipment and/or services. CTA GROUP or its agent may inspect the products or workmanship on customer’s premises. Products returned to CTA GROUP under warranty must be shipped prepaid by customer.
CTA GROUP’s entire liability and customer’s exclusive remedy whether in contract, tort or otherwise, for any claim related to or arising out of breach of the warranty covering products, equipment and/or services shall be as determined by the manufacturer whose decision in all matters of warranty, will be final.
CTA GROUP does not warrant that the operation of the products will be uninterrupted or error-free. Similarly, CTA GROUP does not warrant that the functions of the products, equipment and/or services will meet customer’s requirements or that the products will operate in combination with other products, equipment and/or process selected by customer for its use. CTA GROUP assumes no liability with respect to:
Lack of insurance – either compulsory or customary – cover for customers’ shipped orders; or
Negligent or other improper use of the products and/or equipment.
No agent, distributor, or representative is authorized to make any warranties on behalf of CTA GROUP or to
assume for CTA GROUP any other liability in connection with any products or services.
With respect of all purchases of products, equipment and/or services from CTA GROUP by customer, the
above warranty replaces all other warranties, express or implied, and all other obligations of CTA GROUP,
including any warranties of merchantability and fitness for a particular purpose. All other warranties
are disclaimed and excluded by CTA GROUP. CTA GROUP will note be liable for injuries or damages to persons or
property resulting from any cause whatsoever, with the exception of bodily injuries, death or
tangible property damage caused by the willful misconduct or gross negligence of CTA GROUP.
This limitation applies to all equipment, products and/or services performed during and after the
warranty period.
In no event shall CTA GROUP be liable for any damages resulting from loss of data, loss of use or loss of revenue or profit and CTA GROUP further disclaims any and all liability for indirect, incidental, special, consequential or other similar damages. If any remedy hereunder fails of its essential purpose, or in any other event, CTA GROUP’s aggregate liability hereunder shall not exceed either the depreciated value of the affected equipment, products and/or services, or the actual price paid to CTA GROUP such equipment, products and/or services, whichever is less.
13. ASSIGNMENT
CTA GROUP may assign its rights and obligations by giving customer written notice thereof but without being obligated to obtain customer’s consent prior thereto. In the event if an assignment, CTA GROUP shall be discharged of any liability pursuant to those purchase orders which have been assigned or delegated, customer may not assign its rights nor delegate its obligations under any or all of its purchase orders unless CTA GROUP written consent is obtained prior thereto and any such assignment or delegation without such consent shall be void.
14. COMPLIANCE WITH APPLICABLE LAWS
The customer will comply with all applicable laws affecting the purchase and use of equipment, products and/or services. Customer agrees to maintain all registrations with governmental agencies, commercial registries, chambers of commerce, or other offices which may be required under law in order to properly conduct commercial business.
The customer is responsible for informing CTA GROUP of any specific regulation or law applicable in the country of destination which may affect anything in the execution of the purchase order.
15. CONFIDENTIAL INFORMATION
Customer will not disclose to any person or entity any information or data fixed in a tangible medium and marked as the confidential or proprietary information (hereinafter referred to as “Confidential Information”) of CTA GROUP, or if provided orally, confirmed in writing to be confidential or proprietary by CTA GROUP. Notwithstanding the provisions herein, if customer receives confidential information it shall treat such confidential information as such, prohibit recopying and use such confidential information only in connection with fulfilling its obligations under customer’s purchase order. Customer will return all confidential information to CTA GROUP upon completion of such obligations for its use, or upon the request of CTA GROUP.
Customer recognizes and agrees that the unauthorized use or disclosure of the confidential information would cause irreparable injury to CTA GROUP for which it would have no adequate remedy at law , and that any actual or contemplated breach of this clause will entitle CTA GROUP to obtain immediate injunctive relief prohibiting such breach, in addition to any other rights and remedies available to it. The obligations herein contained will expressly survive the final payment of any/or all customer purchase orders.
16. SEVERABILITY
If any provision of these terms and conditions is held by a court, government agency or other legal authority of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity , illegality or unenforceability shall not invalidate, void or render unenforceable any other portion of these terms and conditions but rather these terms and conditions shall be construed as if it did not contain the particular invalid, illegal or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.
17. FORCE MAJEURE
CTA GROUP is not liable for failure or delay in fulfilling its obligations due to any causes beyond its control such as employment disputes, disruption of operations through the fault of no party, civil disturbances, measures of any authority and any other similar unavoidable events which are not the fault of CTA GROUP. In the event of any event, the date for shipment of equipment/products or performance of services will be extended correspondingly. CTA GROUP retains the right to determine the allocation of its inventory of equipment among itself, its present and future customers. In the event CTA GROUP partially fills customer’s purchase order, customer shall, nonetheless, continue to make payments on CTA GROUP invoices during the period in which the delay is in effect for those equipment, products and/or services delivered.
If an event of force majeure prevents or delays CTA GROUP’s performance for more than six [6] months, CTA GROUP shall have the right to terminate the applicable purchase order, with immediate effect.
18. SURVIVAL OF TERMS
The termination or cancellation of any customer purchase order or any relationship created hereunder between the parties or the delivery of equipment and/or products, and/or performance of services under customer’s purchase orders shall not affect each party’s obligations and rights under these terms and conditions, which by their nature, survive, notwithstanding such termination, cancellation , delivery or performance.
19. TAXES
CTA GROUP is not responsible for any taxes, tariffs or duties imposed by the country of the importer.
20. CANCELLATION FOR DEFAULT
CTA GROUP may, upon written notice to customer, cancel any and/or all customer purchase orders effective immediately if:
Customer makes an assignment for the benefit of creditors, is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or an insolvent debtor; files a petition seeking for itself any reorganization; or consents to or acquiesces in the appointment of a trustee, receiver or liquidator;
Any proceeding seeking involuntary reorganization, or similar relief is filed against Customer which is not dismissed within one (1) month after filing, or if any trustee, receiver or liquidator of customer or any substantial part of its business assets, or properties is appointed without CTA GROUP’s consent or acquiescence and such appointment is not vacated within one (1) month after such appointment;
Customer ceases doing business as a going concern or it or its shareholders take any action looking to its dissolution or liquidation;
Customer fails to perform any substantial contractual obligation and such failure is not remedied within fifteen (1) calendar days after notice has been given to customer;
Customer fails to pay for any purchase order in accordance with the invoice payment terms;
Any change occurs in the direct or indirect ownership of customer if, in CTA GROUP’s opinion, such change may be detrimental to CTA GROUP’s interest hereunder;
Any cancellation pursuant to this clause will be in addition to and will not be exclusive of or prejudicial to any other rights or remedies at law or in equity available to CTA GROUP.
21. WAIVER
No waiver will be valid unless in writing, signed by an authorized representative of CTA GROUP and no waiver granted will release customer from subsequent strict compliance herewith.
22. Updates
All sales are subject to the version of the GT&C of Purchases applicable at the time of order.
23. GOVERNING LAW – JURISDICTION
Any relationship created hereunder between CTA GROUP and customer shall be construed, interpreted and applied in accordance with the Belgian laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the sale of products and/or equipment hereunder.
Any disputes between the parties will be subject to the exclusive jurisdiction of the courts of Antwerp (Antwerpen) (Belgium).