FLUID SEALING TECHNOLOGIES
for DEMANDING APPLICATIONS
YOUR CENTRAL & EASTERN EUROPEAN PARTNER
Terms & Conditions of Trade
General Terms of Purchase
where DANCO INDUSTRY Ltd. is the Purchasing Subsidiary, supplying and/or purchasing and/or obtaining Supplies from any Supplier
1.1. “Purchase Contract” means any purchase order, call-off, work order, delivery instruction or similar contractual document agreed or issued by the Parties, these Terms and Conditions and all other documents specifically made part of the Purchase Contract by DANCO INDUSTRY Ltd.
1.2. “Supplies” means the components and/or services (including any part shipment of the Supplies) further described in the Purchase Contract.
1.3. “DANCO INDUSTRY Ltd.”, recognized by its VAT:BG201536526 is the Purchasing Subsidiary.
1.4. “Supplier” means the contracting party supplying the Supplies.
2. Binding Purchase Contract
2.1. Purchase Contracts are binding only if they are issued or confirmed in writing by DANCO INDUSTRY Ltd.'s managing personnel. These Terms and Conditions of Purchase become an integral part of the Purchase Contract between the Parties once the Purchase Contract is accepted by DANCO INDUSTRY Ltd.
2.2. Supplies rendered without any written Purchase Contract do not place DANCO INDUSTRY Ltd. under any obligation whatsoever and no payments will be made even if Supplies are delivered at the request of a DANCO INDUSTRY Ltd. employee.
2.3. Terms and conditions provided by the Supplier do not apply even if DANCO INDUSTRY Ltd. does not specifically object thereto. Payments made or acceptance of Supplies by DANCO INDUSTRY Ltd. is not an acknowledgement of any other conditions than these Terms and Conditions of Purchase or a Purchase Contract between the Parties.
3. Packing, Shipping and Delivery
3.1. Supplier shall properly pack, mark, and transport the Supplies and provide all documentation required by DANCO INDUSTRY Ltd., by the carriers involved and by the authorities of the country of destination.
3.2. Unless otherwise specified in the Purchase Contract, Supplies shall be delivered DDP DANCO INDUSTRY Ltd.’s address, in accordance with the latest version of the ICC INCOTERMS.
3.3. Time is of the essence and the agreed dates of delivery are binding. If Supplier, for any reason, does not comply with DANCO INDUSTRY Ltd.'s delivery schedule or any other requirement, DANCO INDUSTRY Ltd. may, in its sole discretion apply appropriate compensatory or corrective measures at the expense of the Supplier.
3.4. In the event that the Supplier fails to meet an agreed date of delivery DANCO INDUSTRY Ltd. may in its discretion chose to either (i) apply late delivery penalties of 5 % of the purchase sum for that part of delivery which is delayed per commenced week of delay, up to a maximum sum of 25% of the total purchase sum for all supplies under the Purchase Contract or (ii) hold Supplier liable for all costs, losses and expenses incurred by DANCO INDUSTRY Ltd. as a result of the delayed delivery.
4. Price and payment terms
4.1. The purchase sum for the Supplies shall be as agreed in the Purchase Contract.
4.2. Unless otherwise stated in the Purchase Contract, the purchase price: (i) is a fixed price and no unilateral price changes are permitted (ii) is exclusive of VAT but inclusive of all other taxes and any duties applicable; and (iii) is inclusive of all storage, handling, packaging and all other expenses and charges of Supplier.
4.3. Unless otherwise agreed DANCO INDUSTRY Ltd. shall pay for the Supplies within 90 (ninety) days from the latter of delivery of Supplies and the receipt of an undisputed and properly raised invoice.
4.4. The Supplier warrants that the prices for the Supplies sold to DANCO INDUSTRY Ltd. are no less favorable than those that the Supplier offers to any other Customer for Supplies of like grade and quality in similar quantities.
4.5. Payment for Supplies shall not constitute acceptance of non-conforming Supplies, nor will it limit or affect any rights or remedies of DANCO INDUSTRY Ltd.
4.6. Invoices must state the name of the Supplier, the relevant purchase order number, the period to which the invoice relates and the Supplier’s bank account for payment.
5. Declaration and Inspection
5.1. All Supplies shall comply with DANCO INDUSTRY Ltd.’s specifications as well as with all applicable laws, regulations, norms and requirements.
5.2. The Supplier shall comply with the obligations established under the EU Chemicals REACH Regulation and warrants so to DANCO INDUSTRY Ltd.
5.3. A declaration of conformity with all prevailing legal requirements, and if applicable, a hazard analysis, must accompany all Supplies.
5.4. Acceptance of Supplies delivered shall not constitute acceptance of non-conforming Supplies, nor will it limit or affect any rights or remedies of DANCO INDUSTRY Ltd.
6.1. DANCO INDUSTRY Ltd. reserves the right to cancel any undelivered part of the Supplies or to request change of the Supplies and its delivery, including the packaging, testing requirements, shipping date, or time or place of delivery.
6.2. The Supplier shall within ten (10) business days of receipt of a change request notify DANCO INDUSTRY Ltd. in writing if such change will affect cost or timing and provide substantiation thereof. Where DANCO INDUSTRY Ltd. requests a change, at the request of Supplier DANCO INDUSTRY Ltd. and the Supplier will negotiate in good faith for an equitable price adjustment (up or down), a change in shipping or delivery terms, or other appropriate adjustment.
7.1. In addition to any other express and implied warranties provided by law or otherwise, Supplier warrants to DANCO INDUSTRY Ltd. that it has good and marketable title to the Supplies and that the Goods shall be: (i) new; (ii) free and clear of any and all liens and encumbrances; (ii) conform with all specifications, drawings, samples and other descriptions furnished by DANCO INDUSTRY Ltd. or offered by Supplier; (iii) free from all defects in design (to the extent designed by Supplier), workmanship and materials; (iv) be of merchantable quality; (v) be fit and sufficient for the purposes intended by DANCO INDUSTRY Ltd. – to the extent known by Supplier; (vi) conform to all applicable laws in the country of production and delivery (vii) do not infringe patents or other intellectual property rights of third parties
7.2. The warranty period shall be the longer of (a) two years from the date DANCO INDUSTRY Ltd. accepts delivery of the Supplies, or (b) the warranty period provided by applicable law.
8. Default and Remedies
8.1. Supplier agrees to indemnify, defend and hold harmless DANCO INDUSTRY Ltd. and its affiliated parties from and against any and all costs, fees, penalties, damages (direct, indirect, consequential, punitive or otherwise), attorneys' fees and all other liabilities and obligations whatsoever arising out of any claim which, in whole or in part, arises from or relates to any: (i) Defect or non-conformity of the Supplies; (ii) Noncompliance by Supplier with any of its representations, warranties or obligations under the Purchase Contract; (iii) Negligence or fault of the Supplier in connection with the design or manufacture of the Supplies; (iv) Any environmental damage, spill, discharge or emission of hazardous wastes or substances caused by a defect or contractual nonconformity of the Supplies; or (v) Infringement (including contributory infringement or inducement to infringe) of any Intellectual Property Right relating to Supplies provided by Supplier.
9.1. DANCO INDUSTRY Ltd. may terminate the Purchase Contract in whole or in part by written notice; (i) effective thirty (30) days following delivery of a written termination notice; (ii) immediately for default.
9.2. Supplier shall be in default if it (i) breaches any warranty or other term of the Purchase Contract; (ii) fails to deliver or threatens not to deliver Supplies in accordance with the Purchase Contract; (iii) makes an assignment for the benefit of creditors, or if proceedings in bankruptcy or insolvency are instituted by or against Supplier.
10. Limitation of Liability
10.1. In no event shall DANCO INDUSTRY Ltd. be liable for any direct or indirect costs or losses, for loss of profits, for penalties incurred or for any other direct indirect consequential punitive or other damages or liabilities incurred by the Suppler or any of its affiliates or agents as a result of a termination of the Purchase Contract by DANCO INDUSTRY Ltd.
11.1. The Supplier warrants that it has reasonable insurance cover, provided by a reputable insurer, for all general liability and all products liability that may arise in respect of any Supplies made under a Purchase Contract. The limits of such insurance must be at least ten times the contractual value of the Supplies under any Purchase Contract, however never less than 5 M Euro. Unless expressly waived by DANCO INDUSTRY Ltd., DANCO INDUSTRY Ltd. shall be named additional insured on such policies.
11.2. Within 10 business days from the conclusion of a Purchase Contract the Supplier shall provide DANCO INDUSTRY Ltd. with a certificate of insurance reasonably acceptable to DANCO INDUSTRY Ltd. showing the amount of coverage, the policy number, the date of expiration of the insurances and that DANCO INDUSTRY Ltd. is a named additional insured.
11.3. The Supplier, on behalf of itself and its insurers, irrevocably waives any right of subrogation against DANCO INDUSTRY Ltd. for any liability, cost or expenses asserted by any third party.
12. Set Off
12.1. DANCO INDUSTRY Ltd. shall be entitled to set off any sums owing by DANCO INDUSTRY Ltd. to Supplier for any reason whatsoever, against any sums payable by DANCO INDUSTRY Ltd. under the Purchase Contract.
12.2. All rights and remedies reserved to DANCO INDUSTRY Ltd. in the Purchase Contract are cumulative with and in addition to all other legal or equitable remedies available to DANCO INDUSTRY Ltd.
13. Limitation of Assignment
13.1. The Supplier is not entitled to assign, transfer or sub-contract out any of its obligations towards DANCO INDUSTRY Ltd. to any third party, including without limitation the obligation to procure and supply the Supplies.
14.1. The Purchase Contract shall be construed so as to comply with all applicable laws. Should any provision of the Purchase Contract be found to be incompatible with prevailing legal requirements that provision shall be disregarded and shall not affect the validity of the remaining provisions.
15.1. The Purchase Contract and all commercial and secret technical details provided by DANCO INDUSTRY Ltd. thereunder shall be kept confidential by the Supplier and shall not be divulged to any person or entity except to those of its employees and affiliates who have a need to know for the purposes of fulfilling the Purchase Contract. The Supplier must obtain DANCO INDUSTRY Ltd.’s written approval before publicly referring to its business relationship with the DANCO INDUSTRY Ltd.
16. Force Majeure
16.1. Neither DANCO INDUSTRY Ltd. nor Supplier shall be liable to the other for delay or non performance of their obligations under the Purchase Contract which is due to a cause or causes beyond that party’s control (“Force Majeure”) which Force Majeure shall include (but not be limited to) Acts of God, civil disturbance, fire, storm, or flood, acts of international state governmental, federal or local authorities, bodies or institutions (“Public Authority”), non availability of shipping or other transport, lockouts, strikes or other trade disputes, or interruption or breakdown of any communication or data processing services or equipment.
6.2. Upon DANCO INDUSTRY Ltd. or Supplier (the “Affected Party”) being affected by Force Majeure: (i) the Affected Party shall advise the other party of such Force Majeure in writing as soon as reasonably practicable and shall use reasonable endeavors to mitigate the effect of Force Majeure including, but not limited to, a fair and equitable allocation of any remaining supply of goods available to perform the Purchase Contract; (ii) if the Force Majeure ceases to apply the parties shall resume performance of their obligations hereunder as soon as reasonably practicable after the Force Majeure ceases to apply; (iii) if the Force Majeure continues for more than thirty (30) days DANCO INDUSTRY Ltd. (but not Supplier) shall be entitled to cancel the Purchase Contract without liability save for any outstanding obligations in respect of Supplies delivered to or in the course of delivery to DANCO INDUSTRY Ltd.
17. Code of Conduct
17.1. The DANCO INDUSTRY Ltd. Mission and Vision is available to the Supplier on DANCO INDUSTRY Ltd.’s webpage (www.dancoindustry.com) and the Supplier acknowledges that they will abide by its terms and shall incorporate them in its business and thus observe the rules of fair competition and otherwise conduct business in accordance therewith.
18. Governing Law and Jurisdiction
18.1. Unless otherwise agreed the Purchase Contract is subject to the laws of the country of Supplier’s domicile. The UN Convention on Contract for International Sale of Goods (CISG) shall not apply to the Purchase Contract.
18.2. Any dispute or controversy arising out of or in connection with this Purchase Contract shall if not settled amicably by the parties be submitted to the jurisdiction of the courts of the country of Supplier’s domicile.
Every notice, request, demand or other documentation under the Contract shall:
· be in writing, delivered personally or by prepaid post (or by courier if sent to an address outside of Bulgaria) or by facsimile transmission;
· be deemed to have been received, subject as otherwise provided in the Contract in the case of a facsimile transmission, upon receipt by the sender from the recipient of a confirmation of receipt and, in the case of a letter, when delivered personally or 5 Business Days after it has been delivered by prepaid post or courier; and
· be sent as required:
o (I) to the Company posting address:
79 G.M.Dimitrov Blvd, Sofia 1700, Bulgaria
o (II) to the Company e-mail address:
o (III) to the Company fax:
+359 2 446 2999
· or to such other address or fax number as the recipient may have notified to the sender provided that a notice of default, acceleration or termination shall be deemed to be duly served, if served by registered mail (postage prepaid, return receipt requested), telegram, registered electronic post with secured electronic signature, or via a public notary.