Seco Tools General Terms and Conditions

Introduction

A. These conditions shall apply to the extent where the parties have agreed otherwise in writing.

B. 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.

C. Following shall be the order of precedence in case of any conflict in the terms:

Any other terms and conditions agreed by the Parties separately in writing.
This General Conditions of Sale.
Orgalim S 2022 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).

D. The contract shall be between Seco Tools and Customer as principal dealing with principal.

1. Offers

The offer shall remain open for acceptance within the time stated in the offer or if no such time is stated, within 30 days from the date of the offer.
Items mentioned in the quotation as ex-stock are subjected to prior sale and if before receipt of the acceptance from the Customer such items are sold by Seco Tools, Seco Tools shall not be liable in any way for non-supply of such items.
An order is confirmed by Seco Tools by a written acknowledgment of the order or by delivery. If the Customer wishes to make objections to Seco Tools’s order acknowledgment, he shall do so within 15 days failing which the Customer shall be deemed to have accepted the terms and conditions of the order acknowledgment. Any change in the order made by the Customer is binding only if confirmed in writing by Seco Tools.
If an offer, order or order acknowledgment has been made in writing, (amendments not made in the said documents) are binding, if they have been confirmed in writing by Seco Tools.

2.Delivery, complaint and insurance

Unless otherwise agreed in writing Seco Tools shall have the right to over or under deliver to the extent permitted by trade practice and failing such trade practice plus/minus 10 percent.
Delivery period as indicated in the quotation will commence from the date of receipt of the Customer’s order and all clarifications, if any.
All orders are booked subject to the distinct understanding between parties that, If any particulars item or items forming part of the order should be out of stock or cannot be made within a reasonable time, Seco Tools shall be entitled to execute the contract in part supplying such of the items in the order as may be ready in stock and thereafter supply the remaining goods specified in the list of order either piecemeal or in one lot as soon as conveniently possible to Seco Tools.
Delivery shall be considered to have been made in proper time if within the stated time the goods have either been dispatched from Seco Tools’s works or reported ready for dispatch or for inspection requested by the Customer.
Delay in delivery of the goods shall not render this contract voidable on the part of the Customer, except provided specifically in these terms. Seco Tools shall not be liable for damages direct and consequential for any delay in delivery whether time of delivery is of the essence of the contract or not. In no case shall the Customer have the right to withhold payment on the due date or on the agreed date or dates for payment on account of such delay in delivery and in no case shall delay of the goods give a ground for rejecting the goods. In no circumstances shall Seco Tools's liability, arising out of an order, be more than the amount of such order.
Upon receipt of the goods by the Customer he shall inspect the same thoroughly in such manner as in customary and/or appropriate. The Customer shall notify Seco Tools in writing of any defects which he may find specifying the type and extent of the defect within 15 working days after receipt of the goods or if the defects have been discovered whether patent or latent within the time limits stated above, he shall be deemed to have accepted the goods and Seco Tools shall not be liable for any defects complained of the thereafter.
If Seco Tools has been duly notified of any defects in the goods delivered by him and it is proved that the defects existed at the time of delivery and that Seco Tools is responsible for the defects, then Seco Tools shall within a responsible time at his option either repair or re-work the goods or replace the defective goods. In that event Seco Tools shall pay for transportation cost incurred by the buyer of dispatching the goods to Seco Tools and for repair, re-working or replacement thereof, but Seco Tools shall not be responsible for costs of dismounting, mounting or processing of the delivered goods. If Seco Tools fails to fulfill his foregoing obligation the Customer shall after previous written notice to Seco Tools of 15 days, repair the defects at Seco Tools’s expenses. If the defects have been informed to Seco Tools, the Customer shall be entitled to a refund of the proportionate amount of price. Except this has been provided herein above, Seco Tools shall not be responsible for direct or consequential damages, costs or losses of any kind whatsoever arising from defects in the goods.
Unless otherwise specified all goods are insured by Seco Tools for destination and the insurance ceases after seven days from the date when the consignment reaches the carrier’s warehouse at the destination.
The Customer shall:Collect the goods form the carrier warehouse within seven days of the receipt of the goods at the warehouse.Weight the consignment in the presence of the carrier and check the weight with that mentioned in the Railway Receipt/Consignment Note and then obtain a certificate from the carrier for any difference in weight.Obtain open delivery certificate from the carrier in case the package in received in damaged/doubtful condition or if Seco Tools’s seal is broken or found tempered with.Arrange for an insurance survey by authorized surveyors in case of defection or subsequent damage or shortage.In case of shortage or damage, lodge your claim with the carrier under Registered Acknowledgment Due for the full value of the goods lost / damaged within six months from the date of Railway Receipt/ Consignment Note or within such shorter time as may be provided by the contract of carriage or the law for the time being in force.forward a copy of the claim together within the postal acknowledgment evidencing delivery of the claim to the carrier and the original open delivery certificate to Seco Tools’s Head Office within one week after the postal acknowledgment is received by the Customer.forward to Seco Tools immediately a letter of authority in favor of Seco Tools duly witnessed by the Station-master in case of Railway Receipt and send a letter of subrogation to Seco Tools as soon as the same is called for Seco Tools. in the event of failure or the part of the Customer to comply with the above requirements within the time prescribed, or where no time is prescribed, with reasonable dispatch, Seco Tools shall be released and discharged of all liability to the Customer on account of goods short delivered or delivered in damaged condition.
Notification of receipt of damaged consignment or loss in transit should be made to Seco Tools Separately within 15 days after the receipt of goods failing which the Customer shall forfeit the right to complain thereof and Seco Tools shall be released and discharged from all liability, if any, in respect thereof.
If the Customer should return goods to Seco Tools, for whatever reason, the goods should be returned properly packed in Seco Tools’s Original packing and transit risks should be properly insured.
Returns: The following terms and conditions for returning products apply to only direct Customers. Terms for return of products by Customers, who are distributors, are referred to in the Distributor Policy.Products maybe returned at invoice value within 90 days (ninety days) from the date of the sales invoice, provided they adhere to the following criteria for acceptance of return:they are stocked standard products belonging to Seco inventory class A, B, C, D, E & I.products are in full box quantity.labels and packaging are not damaged, are unopened (looking like a new product), and are in resalable condition. No other items are eligible for return. Custom products and non-stocked standard products are not eligible for return.Handling, administration and re-stocking fees: fees are to be applied at 20% of the invoice value of the products being returned. In the case of a partial return of an item in an invoice, the fees are applied for the equivalent net amount.

3. Orders and delivery

Seco Tools reserves the right to decline any order. The Customer is aware that Seco Tools system will submit online queries to 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 products created or modified to meet requirements particular to the Customer and that are not in the standard Seco Tools portfolio (“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:

20 percent (20%) of the order price if the order is cancelled before the start of the design and preparation phase;
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
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. Prices, payment, taxes and levies

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.
Prices, include packing, insurance and free delivery ex-warehouse or to the railway warehouse, Seco Toolss road transport Contractor’s Warehouse nearest to the destination but excludes taxes, if any, Goods will be invoiced at the prices applicable at the time of delivery.
All taxes, levy or duty including increase therein and any new taxes, levies or duties imposed by the Central or State Government or any local or municipal authority as may be applicable on the date of delivery shall be paid by Customer in addition to the price quoted.
Payment by the stipulated date shall be of the essence of the contract. If the Customer has any dispute with regard to any goods or part of goods delivered he shall, notwithstanding such dispute pay the price of the goods so delivered to Seco Tools by the stipulated date. In the event of failure on the part of the reason to the goods so delivered Seco Tools shall have the option to withhold further deliveries till payment is received by Seco Tools for the goods already to delivered or to cancel the contract with respect to the balance quantity, Seco Tools shall however, have the right to claim interest on the unpaid amount from the date of which the goods are ready for delivery till payment at the rate charged by Seco Tools’s bankers on Seco Tools’s over draft account. If the Customer should fail to receive and pay for the goods in accordance with the terms and conditions of this contract, Seco Tools shall be entitled (but shall not be bound) to sell or dispose of the good at any time of the account and risk of the Customer either by public auction or by private bargain without notice to the Customer.
When payment is to the made by confirmed, irrevocable and without recourse letter of credit established by the Customer, and when there is any delay in shipment owing to force majeure causes, the Customer shall extend the validity of the letter of credit for such time as Seco Tools may require .
Seco Tools shall have a lien on goods, paid for but not delivered to the Customer, for the price of goods delivered on credit or of goods not paid for and not delivered whether all such goods are under the same or different contracts. Seco Tools shall be at liberty to deduct from any monies payable by Seco Tools to the Customer the amount of any outstanding bill or claim that Seco Tools may have against the Customer whether such monies are payable, under the same or different contracts and whether or not Seco Tools’s claim in respect or such monies is disputed by the Customer.
If the Customer should suspend payment or commit any act of insolvency before recovering all or any portion of the goods or of the documents of title to all or any portion of the goods covered by the contract the Customer shall be deemed to have refused to perform his contract and Seco Tools shall in that event be at liberty by notice in writing to cancel the contract at any time thereafter in so far as it relates to any goods railway or goods transport receipt that shall not have been received by the Customer and they shall be entitled to compensation by way of damages for non-fulfillment of the contract and such damages shall be assessed at the difference between the contract price of such goods and the market price thereof at the date of such cancellation which said damages the Customer shall pay on demand.

6. Other conditions

In Seco Tools’s printed literature technical data and other specifications are in accordance with Seco Tools’s standards and are subject to change without notice. Such data and specifications stated in such literature are binding, if the agreement explicitly refers to data /specification.
All drawings and technical documents delivered by one party to the other party shall remain the property of the first party and must not be used by the other party or reproduced or brought, to the knowledge of third parties without the prior written consent of the first party.
If delivery is made in accordance with drawings, models or other patterns which have been supplied by the Customer, or in accordance with specifications regarding analysis of the materials of the goods or descriptions handed over by the Customer, the Customer shall indemnify Seco Tools for any infringement of the right of any third party such as patents, patterns or trademarks.
The venue of the arbitration shall be Mumbai. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Subject to the arbitral tribunal awarding costs under the arbitral proceedings, each Party shall bear its own cost of arbitration.

7. Trade compliance

For the purpose of these General Terms and Conditions, “Global Trade Laws and Regulations” means customs, import, export, re-export, trade control and economic or financial sanctions laws, regulations and orders, always including such laws, regulations and orders of the UN, US, EU and UK, but also, as applicable, such laws, regulations and orders of any country in which the Products are manufactured, received, used, exported from, imported to, or as otherwise applicable.
For the purpose of this Agreement “Prohibited Countries” means Afghanistan, Belarus, Iran, North Korea, Russia, Syria, Crimea and non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine. Seco Tools reserves the right to amend the list of Prohibited Countries by written notice to the Customer.
For the purpose of this Agreement “Listed Person” means any person or entity, specially designated, blocked or otherwise individually listed or targeted under Global Trade Laws and Regulations.
The Customer represents and warrants that:none of the Customer, its affiliates, or any of their respective officers or directors, is a Listed Person, or is owned to 50% or more, directly or indirectly, individually or in the aggregate, or is otherwise controlled by one or more, Listed Person(s);the Customer has not engaged in, is not engaging in, and will not engage in any business involving a Listed Person, or any entity owned to 50% or more, directly or indirectly, individually or in the aggregate, or otherwise controlled by one or more, Listed Person(s); andthe Customer has not engaged in, is not engaging in, and will not engage in any transaction that circumvents, evades, or avoids, or has the purpose or effect of circumventing, evading, or avoiding, or attempts to violate, any Global Trade Laws and Regulations.
The Customer hereby agrees to observe and comply fully, and use the Products in full compliance with all Global Trade Laws and Regulations. The Customer agrees that no Products provided by Seco Tools shall be, directly or indirectly, sold, exported, re-exported, transferred, retransferred or otherwise released or disposed to any person or entity, legal or natural, in breach of Global Trade Laws and Regulations. The Customer shall not take any actions in furtherance of this Agreement that would cause Seco Tools to violate any Global Trade Laws and Regulations to which Seco Tools is subject.
Without limitation to the generality of the foregoing, the Customer shall not, directly or indirectly, sell, export, re-export, transfer, retransfer or otherwise release or dispose any Products:without securing all licenses and/or authorizations necessary under the Global Trade Laws and Regulations from the relevant governmental authority;to, or for the benefit of, a Listed Person;to, via, or otherwise for use in, Prohibited Countries;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; orfor military end-use or to a military end-user, including military intelligence end-uses and end-users, without obtaining Seco Tools’ prior approval.
The Customer shall impose the obligations above in this Section in all subsequent transactions involving the Products. Further, the Customer shall establish and maintain adequate internal controls and mechanisms to (i) detect conduct by third parties in its downstream commercial chain, including possible resellers, that violates, or frustrates the purpose of, Global Trade Laws and Regulations; and (ii) ensure it obtains sufficient knowledge about end-user to determine whether for each contract, the Products, could be destined for an end-use which is not permitted under these General Terms and Conditions.
The Customer agrees to, as promptly as possible and in any event within five (5) business days, notify Seco Tools in writing of actual or suspected breaches of any of the obligations above in this Section and shall to the best of its abilities, cooperate with Seco Tools to facilitate compliance with Global Trade Laws and Regulations and will upon request, provide Seco Tools with copies of all documentation relating to any business dealings involving the Products, including but not limited to, end-user certifications. Further, the Customer shall provide all information relating to requests for any Products, that the Customer suspects could violate or circumvent Global Trade Laws and Regulations, or where the provision of Products would breach the Customer’s commitments under the obligations above in this Section, including requests from or on behalf of a Listed Person or attempts to acquire any Products in violation of Global Trade Laws and Regulations.
If the Customer, in whole or in part, breaches any of the obligations above in this Section or (to the furthest extent permissible under applicable law) in Seco Tools’ reasonable opinion any such breach is likely to occur, the Parties agree that: (i) Seco Tools shall be under no obligation to fulfil outstanding payments, deliveries, orders or alike; (ii) Seco Tools shall not be liable toward the Customer or any third party for any subsequent non-performance by Seco Tools under this Agreement; and (iii) that the Customer shall indemnify and hold Seco Tools harmless from any claims or losses relating to such non-performance. Any failure by the Customer to comply, in whole or in part, with this Section, is to be considered a material breach of this Agreement which will entitle Seco Tools to terminate the Agreement with immediate effect. Further, Seco Tools is entitled to terminate the Agreement with immediate effect upon written notice if either Party’s ability to fulfil an obligation under this Agreement is materially affected by the imposition of restrictions in Global Trade Laws and Regulations.

Seco Tools India (P) Ltd / T&C202503

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