MAJOR INTERNATIONAL LTD
GENERAL CONDITIONS OF SALE AND SUPPLY 2000

1.

General Conditions

1.1

The following general conditions shall apply to all supply of goods or services from Major International Ltd. (hereinafter called M.I.)

1.2

All information in brochures, publications etc regarding goods offered for sale by M.I. is based on M.I’s own research and development work. The information is of an informative nature only and does not constitute a warranty. M.I. accepts no liability for such information.

2.

Formation of contracts

2.1

A final contract of sale shall not be deemed made until M.I. has delivered the goods to the buyer.

3.

Terms of delivery

3.1

Unless otherwise agreed in writing the delivery terms are “Ex Works (Incoterms 1990)”. (rules laid down by the International Chamber of Commerce regarding the interpretation of commercial terms).

4.

Delivery

4.1

Date of delivery or length of time for delivery stated is an estimate to the best of M.I’s judgement M.I. shall notify the buyer of the actual date of delivery when it has been finally determined.

4.2

In a sale “Ex Works (Incoterms 1990)” delivery is effected when M.I. makes the goods available for collection by the buyer at the place of delivery.

4.3

M.I. reserves the right to deliver goods by instalments. In such cases M.I. shall where applicable notify the buyer of the estimated delivery date of each instalment.

5.

Passing of risk

5.1

Where delivery is included in the price the risk in the goods shall pass to the buyer on completion of each item of goods being unloaded at the place of delivery.

6.

Costs after delivery

6.1

In a sale “Ex Works (Incoterms 1990)” the buyer is responsible for all costs incurred after delivery including costs of insurance storage carriage and shipment.

6.2

The buyer shall be responsible for procurement and maintenance of Insurance for the goods after delivery.

7.

Defects

7.1

Upon receipt of the goods, and before use thereof the buyer shall make such examination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements and are fit for the purpose for which the buyer intends to use them.

7.2

Complaints about defects in the goods or damage in transit must be made orally to M.I. within 3 (three) days of receipt of the goods concerned and must be followed by notice in writing to reach M.I. within 10 (ten) days after the defect was or ought to have been detected. The Complaint shall include a full description of the alleged defect.

7.3

Claims based on defects shall be advanced within 6 (six) months from delivery.

7.4

No complaint can be made after expiry of the statutes of limitation stipulated in 8.2 and 8.3. If M.I. enters into any discussion with the buyer concerning a complaint lodged after expiry thereof M.I. does so purely as a gesture and without waiving the right to contend that the complaint in question was lodged out of time.

7.5

If goods are defective and a claim based on the defect is brought against M.I. then M.I. can at its own option within a reasonable time either deliver replacement goods against the return of the defective goods or make subsequent delivery, repair the defect or grant the buyer a pro rata reduction in the purchase price, whereupon the rectification of the defect shall be deemed final.

7.6

With the exception of what has been stipulated above M.I. assumes no liability for defects and the buyer cannot assert any other rights in case of default than the ones stated above.

8.

Prices

8.1

Prices are based on the prevailing prices excluding VAT, costs, duties etc according to the delivery terms “Ex Works (Incoterms 1990)”.

9.

Force majeure

9.1

Neither party shall be liable to pay damages or make compensation in any way for any delay or failure to perform any of its obligations when such delay or failure is due to force majeure.

9.2

Force majeure is defined as an event or contingency outside the reasonable control of the Party affected thereby. It shall include but not be limited to delay in the delivery of or defects in goods supplied by sub-contractors, substantial price increases for such deliveries, war (declared and undeclared,) revolution, riot, strike and lockout, labour disturbances, fire, food, epidemic, earthquake, explosion, blockage, embargo, unavailability of basic raw materials, lack of or failure of transportation, any unusual or unexpected acts of government or governmental agency, and other similar events.

9.3

Upon the occurrence of force majeure the party suffering therefrom shall promptly give the other party written notice thereof specifying the cause of force majeure and how it will affect the performance of its obligations.

9.4

Where owing to force majeure events, the delivery of goods is temporarily prevented, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the contract.

9.5

If contractual performance delivery of goods or other duties are prevented by force majeure for a period of 120 consecutive days then either party may terminate the obligations prevented by force majeure.

10.

Product liability

10.1

M.I. shall not be liable for personal injury or damage to property or goods caused by goods unless evidence is produced to the effect that the injury or damage was caused through wilful misconduct or gross negligence on behalf of M.I.

10.2

However, M.I. shall under no circumstances be liable for damage to goods or property resulting from pollution of or through air, soil or water, nor shall M.I. be liable for damage to goods or property which is due to the fact that the goods have been used as added to or incorporated into finished products that are used in the operation of aircraft or in off-shore installation.

10.3

If damage caused by the goods purchased or danger that such damage will occur comes to the attention of the buyer, the buyer shall without undue delay notify M.I. thereof in writing. The notice does not relieve the buyer from his obligation to minimise such damage.

10.4

To the extent M.I. incurs product liability towards third parties, the buyer shall be under an obligation to indemnify M.I. to the extent such liability exceeds the limitations according to this section 14.

10.5

The buyer hereby submits to the jurisdiction of any court before which an action for product liability may be brought against M.I.

10.6

The buyer shall notify M.I. if third parties bring claims based on product liability against the buyer.

11.

Limitation of liability

11.1

Sections 1.3, 1.4, 7, 8, 13 and 14 herein contain limitations of liability. Such limitations shall not apply to the extent the loss suffered is a result of wilful misconduct or gross negligence on behalf of the Party which is in default.

11.2

However notwithstanding any negligence M.I. shall never be liable for punitive damages, financial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise.

12.

Jurisdiction and governing law

12.1

In case of any dispute arising out of these conditions or any contract to which they apply M.I. shall be entitled to decide whether the dispute shall be settled by arbitrator or by the Courts.

12.2

In case M.I. chooses to have the matter settled by arbitration, the arbitration shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.