SECO TOOLS GENERAL TERMS AND CONDITIONS
1. INTRODUCTION
These Seco Tools General Terms and Conditions shall apply to all orders between Seco Tools and the Customer.
2. DEFINITIONS
“Custom Products” means products created or modified to meet requirements particular to the Customer and that are not in the standard Seco Tools portfolio.
3. ORDERS AND DELIVERY
Any orders placed by the Customer to Seco Tools are subject to the Orgalim S 2022 General Conditions for the Supply of Mechanical, Electrical and Electronic Products (available via orgalim.eu or at request from your nearest Seco office) and these Seco Tools General Terms and Conditions, unless otherwise agreed to in a separate, valid written agreement between Seco Tools and the Customer. Seco Tools reserves the right to decline any order. The Customer is aware that the Seco Tools system will submit online queries to the Seco Tools order management system and that information provided to the Customer in reply is valid only at the actual time the query is submitted. Consequently, the information may change in the meantime between the query and the delivery of the product. Furthermore, the Customer’s user account may have been subject to restrictions with respect to credit limits and/or quantity of purchases. Any order in excess of such limits will automatically be rejected by Seco Tools.
Seco Tools strives to deliver the quantity of the Custom Products specified in the Customer’s purchase order. However, the Customer acknowledges that deliveries of Custom Products shall be subject to an operational tolerance variance of ten (10) percent at Seco Tools’ discretion. Seco Tools aims to meet the delivery times provided to the Customer after an order has been placed. However, Seco Tools reserves the right to adjust the delivery time for the entire or parts of any order. Except for orders of Custom Products, if a Customer wishes not to complete a purchase because of such an adjusted delivery time, then the Customer is entitled to cancel the order with respect to the delayed part. Cancellations must be notified without undue delay. The right to cancel is the only and exclusive remedy available to the Customer because of delays.
If the Customer cancels an order for Custom Products, the Customer shall pay to Seco Tools a cancellation charge corresponding to the current status of the order at the time of cancellation:
i. 20 percent (20%) of the order price if the order is cancelled before the start of the design and preparation phase;
ii. 50 percent (50%) of the order price if the order is cancelled after the start of the design and preparation phase but before production begins; or
iii. 100 percent (100%) of the order price if the order is cancelled after production begins.
4. USE OF THE PRODUCTS
The Customer is aware that the products sold by Seco Tools may contain high-speed steel (HSS), cemented carbide, ceramics, PCD, CBN, and different types of metal alloys. To the extent reasonably possible, Seco Tools puts a lot of effort into designing the products with the aim to be safe and not to pose risks to health or property when used. The Customer undertakes to use a product only for its intended purpose and to always comply with applicable recommendations and instructions (provided through product leaflets, descriptions, catalogues, or the similar).
5. RETURNS
The terms and conditions for returning products are available at the Customer’s nearest Seco office.
6. PRICE AND PAYMENT
The price for the products and the applicable payment terms is as displayed in the order confirmation which will be sent to the Customer, save for any separate agreement on prices between the Customer and Seco Tools or any of its affiliates.
7. TRADE COMPLIANCE
7.1. Definitions For the purpose of this agreement “Global Trade Laws and Regulations” means the customs, import, export, re-export, trade control and sanctions laws, regulations and orders applicable to a transaction including but not limited to the customs and export control laws and regulations of the UN, US, EU, UK, China and any country in which the Products are manufactured, received or used.
7.2. Global Trade Compliance Customer hereby agrees to observe and comply fully with all applicable Global Trade Laws and Regulations. Customer agrees that no products provided by Seco Tools covered by any applicable Global Trade Laws and Regulations shall be transferred to any person or entity, legal or physical, unless such transfer is in accordance with applicable Global Trade Laws and Regulations or expressly permitted
by applicable government license or authorization. Customer shall not take any actions in furtherance of this contract that would cause Seco Tools to violate any Global Trade Laws and Regulations to which Seco Tools is subject.
7.3. End-Use/User Assurance Customer shall not use, re-export, transfer, or retransfer the Products for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, or for any nuclear explosive or unsafeguarded nuclear fuel cycle activity. Where prohibited by applicable Global Trade Laws and Regulations, Customer shall not use, re-export, transfer, or retransfer the products for military end-use or to a military end-user, including military intelligence end-uses and end-users, without obtaining a license or authorization from the applicable government authority.
7.4. Sanctions Customer shall strictly comply with, and adhere to, all applicable sanctions laws and regulations. Specifically, the Customer shall not, directly or indirectly, sell, export, re-export, transfer, or otherwise release or dispose of any Products to or via a sanctioned person or territory, without having obtained a license or authorization from the relevant government authority responsible for enforcing any applicable Global Trade Laws and Regulations.
7.5. Indemnification If the Customer breaches any of the above, or in Seco Tools’s reasonable opinion any such breach is likely to occur, the Parties agree that Seco Tools shall not be liable toward the Customer or any third party for any subsequent non-performance by Seco Tools under this Contract and that the Customer shall indemnify and hold Seco Tools harmless from any claims or losses relating to such non-performance.
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