Trade Terms

§ 1 General – Scope of Validity
Our Terms of sales shall apply exclusively for all dealings with the buyer; differing terms and conditions of business of the buyer shall not apply without our express written consent. Our Terms of Payment shall also apply even if we unreservedly accept the buyer purchase order in the knowledge that the buyer’s terms and conditions of business contradict or deviate from our Terms of Payment.
All agreements made between us and the buyer must be confirmed in writing and send via electronic mail (Email).
Our Terms of Payment shall also apply to all future transactions with the buyer which will be handled in three (3) parts;

• 40% T/T deposit upon signed  Proforma Invoice.
• 40% T/T against booking order confirmation of shipment.
• Then balance of 20% T/T to be paid upon confirmation of the arrival of goods at buyer’s destination port.

§ 2 Quotation – Quotation Documents
The buyer is obliged to confirm his / her purchase orders in writing without delay. If an order payment confirmation is not received within a period of two weeks from the date of the order, we have the right to cancel the order without the buyer deriving claims from this cancellation.
We reserve rights of ownership and copyright for all information provided by us; these must not be made available to third parties without our express written consent. These documents are to be used exclusively for the fulfillment of your purchase order. Strict confidentiality must be observed with respect to third parties.
The buyer may refer to this business relationship with us in his publicity only after obtaining our written consent.

§ 3 Prices – Conditions of Payment
The agreed price shall be binding. Price reductions of the buyer which become effective after our binding agreement but before making delivery, shall already apply for these ordered but not delivered goods.
Unless otherwise agreed upon in writing, the price is inclusive of freight, postage and packing charges. We provide insurance coverage of the goods ourselves and some times extend to the transport company invloved in doing the shipment. Therefore, the buyer is not entitled to invoice insurance charges for some cases. We accept products return which are the subject of a complaint with insurance cover, but freight being payable by the buyer.
The prices must be shown to the buyer exclusive of value added tax (VAT).
The supplier’s invoice can only be processed if – in accordance with the requirements stated in our Invoicing – it shows the purchase order number, material code number(s) and purchase order item(s).
Should it be possible to obtain tax or other concessions, the buyer is required to provide us with all necessary documents and certificates for this purpose at the time the corresponding purchase order is submitted.

§ 4 Delivery – Acceptance
The agreed delivery periods or dates are binding and refer to the date of receipt by us. If a set period or a set date is specified for delivery, we are not obliged to make delivery of the goods before this date or before this period begins.
The buyer is obliged to inform us in writing without delay should circumstances arise or be foreseen which are likely to prevent the delivery of the goods within the agreed period.
The buyer may refuse deliveries only in those cases in which claims are uncontested, recognized, or legally binding.
Should there be a delay in delivery, the buyer have the right to demand a contractual penalty of 0,5 % of the agreed total price of the delivery for each completed week of delay, but not more than a total of 5 % of this total price. Further legal rights remain unaffected. The buyer is free to proof that damages are less than this contractual penalty.
If we are prevented from fulfilling our obligations due to unforeseeable or unavoidable circumstances beyond our control (for example: stoppage, strike, lockout, etc.), the period of time in which we shall fulfill our obligations shall be deferred by the duration of such circumstances. If, due to such circumstances, acceptance is not possible for more than six months, we shall be entitled to withdraw from the contract without being subject to claims on the part of the buyer.
We are not obliged to accept part-deliveries upon which have not been agreed.
Any acceptance or test regulations submitted by us to the buyer shall be regarded as an integral part of the sales agreement. In the event that the agreed permissible quality limits or AQL values are exceeded, we shall be authorized, without prejudicing any other claims, to carry out 100% testing at the expense and risk of the buyer, and to approve the replacement of the goods found to be defective.

§ 5 Packaging
We may choose the means of the packaging used in shipping. We may obligate the buyer to chose a packing method used for the delivery at our expense.

§ 6 Passage of Risk – Documents
Passage of risk occurs when the delivery has been properly turned over to us at the agreed place of delivery or has been accepted by us. The same condition applies when we provide our own transportation personal.
We are obliged to list exactly the buyer’s purchase order number, material code number(s) and purchase order item(s) on all shipping documents and delivery notes; if we omits to do so, delays in processing the delivery, for which the buyer cannot be held responsible, will be unavoidable.
We have not fulfilled the delivery obligations until the buyer receive the proper delivery and shipping documents. Until buyer receive these documents he/she have the right to store the delivery at our expense and risk.

§ 7 Investigation of Defects – Warranty
The goods will be examined for obvious defects, identity, shortage, quality, quantity as well as transportation damage upon arrival. There is no obligation to inspect the goods further. buyer will report any existing defects or other deviations within a reasonable period of time. buyer will give notice of hidden damages within a reasonable period of time after they are discovered. With respect to this point, We waives his rights to a defense based on the late notification of defects.
Irrespective of any warranties he may have assumed, We warrants that the delivered goods are without defect at the time they are delivered to buyer, have the warranted characteristics, and correspond to the state of the art, applicable legal, safety and accident prevention regulations, as well as the customary technical specifications (e.g., DIN, VDE, VDI, EX-guidelines). Should there be different versions of the technical specifications, the version valid for CEMAC applies.
The warranty period is 36 (thirty six) months from the date of delivery or – should an acceptance test have been agreed upon – from the date of acceptance. For Products and materials used therein, the warranty period is more.
Should the goods be defective, we have the choice of demanding either rectification of the defects or subsequent delivery of the defective goods. After a reasonable additional delivery period has expired without remedy, or, when due to exceptional urgency it is no longer possible to set an additional delivery period, after notification of the buyer we also have the right to, at our expense, undertake correction of defects ourselves, have a third party undertake the correction of defects, or obtain replacement goods as soon as possible.

§ 8 Product Liability – Indemnity against Liability – Liability Insurance
Should we be subject to product liability claims, the supplier must indemnify us, to the extent that a defect in the goods delivered by the supplier caused the damage, from such claims. In cases of fault-dependent liability, this clause applies only if the supplier is at fault.
The supplier indemnifies us upon our first written request.
In any case, we assumes the expenses corresponding to his extent of cause or fault, including the expenses of any court actions or recalls. This clause also applies in cases of a discernable or imminent epidemic failure.
We are obliged to maintain suitable product liability insurance and upon request to provide proof that this insurance exists.
Claims for damages of any sort are excluded when we, our lawful representatives, or our vicarious agents have caused the damages by ordinary negligence. This exclusion of liability does not apply should there be bodily damage or should a material contractual obligation have been violated in a way that endangers the fulfillment of the contract. In such cases, our liability is limited to customary and foreseeable damages.

§ 9 Third Party Rights – Assignment of Rights
The supplier warrants that, in connection with this delivery, the rights of third parties are not infringed upon in the European Union, the United States of America, Japan, Korea, and Singapore.
If a third party claim is made against us in this respect, the supplier shall in so far be obliged to indemnify us against these claims.
The supplier is not liable to the extent to which he manufactures goods exclusively according to our drawings or models and he did not know or needed not to know that the manufacture of these goods violated third party rights.
Indemnification will take place upon the first written request.
The indemnity obligation of the supplier applies to all reasonable expenses which we incur as a result of, or in connection with, third party claims.

§ 10 Applicable Law – Court of Jurisdiction – Place of Performance
The law of the Republic of Cameroon shall apply to all disputes arising from and in connection with this Contract.
The court of jurisdiction for both contracting parties is The high court. We are also entitled, however, to take legal proceedings against the buyer at his domicile or place of business.
The place of performance is the place to which the goods are to be delivered to according to the terms of the order.