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.
Indexable inserts will only be dispatched and invoiced in multiples of an unbroken pack size, which is normally 10. Seco reserves the right to make a handling charge if the total order value excluding any taxes is less than £100.00 (£50.00 if bought via the online store).
Non-Standard Items may be subject to “overruns” to keep costs of production at a minimum. The customer accepts that supplied quantities may differ from time to time against ordered quantities.
All claims, including claims for non or short delivery, must be notified to Seco Tools (UK) Ltd., Alcester, Warwickshire, by letter or email; uk.sales@secotools.com within 20 days from the invoiced date of the goods against which a claim is alleged, otherwise no claim will be considered.
Seco’s liability in respect of proven claims is limited to the invoice value of the defective goods. No consequential loss claims will be allowed, for any reason.
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. RETURNS
The terms and conditions for returning products are available at the Customer’s nearest Seco office.
Seco will make a handling fee deduction on all goods returned at a rate of up to 20% of total selling price. No handling fee will be applied to goods returned that are proven to be defective
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.
Seco reserves the right to alter prices without prior notice - however, orders accepted by Seco for immediate despatch will be invoiced at the price ruling at the date of receipt of order.
VAT will be charged at the standard rate ruling at the date the order is placed.
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 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 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); and
- The Customer hereby agrees to observe and comply fully 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.
7. The Customer shall impose the obligations above in this Section in all subsequent transactions involving the Products.
8. 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.
9. 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 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 (UK) Ltd / T&C202404