Terms and Policies
As an Argen customer, you agree to adhere to the terms, policies and warranties listed below.
Purchasing Terms and Conditions
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Orders, agreements relating thereto, modifications thereof and additions
thereto will only be binding upon us if they have been placed or confirmed
as the case may be in writing by our Purchasing Department. Execution of
said orders and agreements shall take place solely on the basis of these
general terms and conditions of purchase. Any reference to the general
conditions of the supplier is hereby expressly rejected by us. All orders
placed by us are conditional offers to purchase which require acceptance of
these general terms and conditions of purchase. Your acceptance of our
orders is acceptance that these general terms and conditions of purchase are
the sole agreement between us regarding your sale and our purchase of goods.
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Unless otherwise agreed in writing the goods shall br shipped ‘CIP’
destination (Incoterms 2015).
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Unless expressly agreed upon otherwise in writing risk of loss shall pass
only upon delivery to us according to ‘CIP’ destination (Incoterms 2015).
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The supplier shall execute the order at the time or times agreed upon. In
the event of early execution of all or part of the order, which is permitted
only with our prior written approval, payment will nevertheless be effected
as if the initially agreed time(s) had been adhered to.
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THE SUPPLIER HEREBY WARRANTS THAT ALL GOODS DELIVERED SHALL BE MERCHANTABLE,
FIT FOR THE PURPOSE FOR WHICH THEY ARE DESIGNED, SHALL NOT INFRINGE THE
INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PARTY, IN CONFORMITY WITH
OURSPECIFICATIONS AND APPROVED SAMPLES AND FURTHER THAT THE GOODS ARE OF
SOUND WORKMANSHIP, OF GOOD QUALITY AND FREE FROM DEFECTS IN DESIGN,
MANUFACTURE AND MATERIAL. SUPPLIER FURTHER WARRANTS THAT THE GOODS AND THEIR
PERFORMANCE SHALL SATISFY MANDATORY REGULATIONS RELATING TO INTER ALIA
HEALTH, SAFETY, THE ENVIRONMENT AND ELECTROMAGNETIC INTERFERENCE, VALID IN
THE COUNTRY OF MANUFACTURE AND IN THE COUNTRY FOR WHICH THE GOODS ARE
DESTINED. WHERE THE ORDER PROVIDES FOR INSTALLATION, ASSEMBLY, COMMISSIONING
OR ANY OTHER WORK TO BE CARRIED OUT BY THE SUPPLIER THE SAME SHALL BE
EXECUTED WITH GOOD WORKMANSHIP. THE SUPPLIER SHALL EXECUTE THE WORK WITH AN
ADEQUATE OR THE AGREED NUMBER OF PERSONS AND QUANTITIES OF MATERIAL,
COMPONENT PARTS, EQUIPMENT AND TOOLS OF ADEQUATE OR THE AGREED
QUALIFICATIONS OR QUALITY AS THE CASE MAY BE. THE SUPPLIER GUARANTEES THAT
THE WORK SHALL BE EXECUTED IN ACCORDANCE WITH THE AGREED REQUIREMENTS AND
THAT THE RESULTS INTENDED TO BE ACHIEVED ACCORDING TO THE ORDER WILL BE MET.
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We shall be entitled to inspect the goods intended for delivery to us in the
factory of the supplier. Such inspection does not imply delivery,
taking-over or acceptance of those goods. The goods remain for the account
and at the risk of the supplier until the risk has passed to us in
accordance with the agreed terms of delivery.
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We shall be entitled to inspect the goods upon arrival at the ultimate place
of destination and upon completion of any installation, assembling,
erecting, commissioning or other work to be carried out pursuant to the
order with a reasonable period of their completion in order to ascertain the
warranties specified in point 5, are complied with, and whether the goods
are acceptable to us. In case of shortcomings which we could not reasonably
discover or which could not have been discovered during a thorough
inspection, we shall be entitled to reject the goods even after expiration
of the said reasonable period taking into account the provisions as set
forth herein below. In the event of rejection, we shall inform the supplier
as soon as possible in writing thereof, giving the reason which lead to the
rejection. At our discretion, rejected goods will be returned by us to the
supplier or retained by us until further instructions as to their disposal.
Title and risk of loss for rejected goods will pass to the supplier from the
moment of dispatch of said written notice of rejection to the supplier. The
supplier shall repay to us on our demand, without delay and without any
deduction, all amounts prepaid by us relating to the goods, or works or
services rejected.
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Unless otherwise agreed in writing, payment shall be effected after the
order has been duly executed and after receipt of the relevant invoice in
accordance with the agreed payment terms unless we have objected to the way
in which the order has been executed. Payment shall be without prejudice to
any of our rights.
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We shall be entitled to offset amounts due to us to the supplier, with
amounts due to the supplier (and/or companies being part of the same group)
. Where, in the event of offset, amounts are quoted in different currencies
we shall decide in which of these currencies the offset shall be affected.
Conversion shall be effected at the rate of exchange valid at the due date
of payment of the relevant invoice(s).
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The supplier shall transfer to us all right, title and interest in all
models, dies, molds, jigs, gauges, tools and drawings specifically acquired
or manufactured by the supplier for the execution of our order immediately
upon the same having been supplied to him or the manufacture by him having
been completed. This transfer shall be effected by a written bill of sale
provided by us. Where the supplier acquires such items from third parties we
shall pay the supplier if this has been agreed but only after the supplier
has produced evidence that he has fully paid therefore and only upon
supplier’s execution of a bill of sale to us covering such goods. The
supplier shall retain such items as our bailee. All such items including
materials and components which we put at the supplier’s disposal for the
execution of our order will remain our property under all circumstance. We
reserve at all times and under all circumstance the right to take them back
whether or not the same have been processed and/or used by the supplier
against reimbursement of direct and documentable processing costs, if due by
us. The supplier shall store such materials and components separately and he
shall clearly mark all such other items as out property. Supplier shall
inform any third parties who might seek recourse on our materials and
components of our property right, and shall immediately inform us of such an
eventuality. The supplier shall not use such items nor will he allow such
items nor will he allow them to be used by or on behalf of third parties for
or in connection with any purpose other than the execution of our order.
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Where the order provides for installation assembly, commissioning or any
other work to be carried out by the supplier, the same shall be carried out
at his cost, expense and risk, either by himself or by himself or by any
third parties on his behalf, the latter however being subject to our
consent. In case the supplier intends to use any third parties for the
execution of the order he will inform us thereof without delay. The supplier
shall take all precautions necessary to ensure that the work is carried out
in accordance with mandatory and other regulations applicable where the same
is carried out and supplier shall be solely liable for injuries and damages
to persons and property inflicted as a result of the said work and will
indemnify us for all damages, costs and claims resulting from any negligence
or act or commission on the part of the supplier, the abovementioned parties
and persons used by the supplier and such third parties. The supplier shall
secure at his own expense, sufficient insurance as necessary to cover the
indemnification obligations and shall produce satisfactory evidence thereof
on demand.
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The supplier shall additionally indemnify us against all fines, losses,
damages, costs and expenses arising from or related to any breach of
supplier’s warranties herein, including, but not limited to, any claims
arising from any actual or alleged infringement of any patent, copyright,
trademark or other industrial or intellectual proprietary rights as a result
of the use, processing, sale, storage or lease of the goods supplied by
supplier except to the extent that the same is solely the result of
supplier’s compliance with our specific design requirements.
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Where pursuant to our order goods are to be provided with one or more
trademarks owned by us or with trademark(s) which we are entitled to apply
or have applied the supplier shall not in any way by implication or
otherwise claim any title to such trademark(s) or similar or related
trademark(s). Only goods so ordered by us shall have such trademark(s)
applied to them. The supplier shall adhere to our instructions with respect
to dimensions, positioning and other aspects related to said trademark(s).
All use of our trademark as permitted to brand the goods inures solely to
our benefit.
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When offering for transport or transporting dangerous goods the supplier
shall strictly adhere to statutory provisions and provisions of
international treaties, conventions and agreements relating to transport of
goods applicable in the countries (to be communicated by us or otherwise
reasonably known to the supplier) where the goods will be transported. The
supplier shall provide us with such written information regarding the
composition of dangerous goods so that transport, warehousing and processing
thereof may be effected in compliance with the relevant provisions of laws,
international treaties, conventions and agreements applicable in the
countries referred to in the following paragraph. The supplier will not be
released from his obligation under point 14 by relying information provided
by us regarding the abovementioned provisions.
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All data and information obtained from us whether verbally or in writing
shall be applied by the supplier for the execution of our order(s) only. All
such data and information shall remain our property and if in written form
shall be returned to us immediately upon our first request, together with
all copies thereof. All data and information shall be kept in strictest
confidence by the supplier and he shall not refer thereto nor to the fact
that he supplies or has supplied us in publications, advertisements or other
verbal or written form unless with our prior written approval. Should
supplier create any new works of authorship using any data and information
obtained from us, then supplier hereby assigns to us, from the moment of
creation, all right, title and interest in and to such works of authorship
and to all copyrights and possessory rights therein.
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The Equal Opportunity Clauses required by Executive Order 11246, the Vietnam
Era Veterans’ Readjustment Assistance Act of 1974, 38 U.S.C. 4212 (formerly
2012), Section 503 of the Rehabilitation Act of 1973, Executive Order 13201,
as amended, and their implementing regulations at 41 CFR Chapter 60 (41 CFR
60-1.4, 41 CFR60-250.5, CFR60 300.5 and 41 CFR 60-741.5 respectively) are
part of this purchase order and binding upon the Seller (Subcontractor,
Vendor, or Supplier).
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Argen reserves the right to cancel any Purchase Order at any time prior to
shipment of the goods and shall not be subject to any charges or other fees
whatsoever as a result of such cancellation. Argen may by written
communication make changes to any purchase order subject to a mutually
agreed equitable adjustment in the price, delivery schedule, or both, where
appropriate. Argen reserves the right to cancel the purchase order upon any
failure to agree to such adjustments.
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Failure by the supplier to perform within the agreed time or times, to
adhere to the agreed quantities, to comply with the warranties pursuant to
point 5 hereof or otherwise to perform any of the obligations pursuant to
this order and agreement(s) relating thereto shall entitle us at our option,
which shall be communicated to supplier in writing:
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To give the supplier the opportunity to remedy his failure within a
period of time to be fixed by us, or
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To cancel the order at our option wholly or partially without notice of
default: we shall also be entitled to cancel the order in the same
manner in the event that the supplier shall not have remedied his
failure within the period of time fixed by us in accordance with point
17, above, provided always that we shall be entitled to be indemnified
by the supplier for all losses, damages, costs and expenses including
fines which we may incur directly or indirectly as a result of such
failure.
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Our failure to insist on the supplier’s compliance with any of his
obligations shall not be construed as a waiver or relinquishment of our
right at any time to invoke strict compliance with such obligations.
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This order and agreement relating thereto shall be governed and construed in
accordance to the laws of the State of California.
- The UN convention on international Sale of Goods shall not apply.
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All disputes arising out of this order and agreements relating thereto shall
be determined only and exclusively by the State or Federal courts in the
State of California and both supplier and Argen hereby submit to the
exclusive jurisdiction of the State or Federal courts in the State of
California.