International Terms and Conditions

General Conditions for International Sale Contract

Art.1 – General

1. Any questions relating to this contract which are not settled by the provisions contained in the contract itself (i.e. these General Conditions and any specific conditions agreed upon by the parties) shall be governed:
   • by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980, hereafter referred to as CISG), and Georgia, USA without reference to choice of laws principles there of.
   • to the extent that such questions are not covered by CISG, by reference to the law of the country where the Seller has its place of business.
2. Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the effective date of the contract.
3. No modification of the contract is valid unless agreed or evidenced in writing.
4. Any limitation to remedies in case of breach of contract shall be ineffective in cases of fraud or gross negligence of the breaching party.

Art. 2 – Characteristics Of The Goods

1. It is agreed that any information relating to the goods and their use, such as weights, dimensions, characteristics, capacities, prices, colors and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations, price lists of the Seller, shall not take effect as terms of the contract unless expressly referred to in the contract.
2. IT IS AGREED THAT THE GOODS ARE SUITABLE FOR THE PURPOSE FOR WHICH THEY ARE INTENDED BY THEIR VERY NATURE OR WHICH IS EVIDENT FROM THE CONTRACT OF SALE. ONLY SELLER’S EXPRESS WARRANTIES SET FORTH HEREIN SHALL APPLY, AND SELLER DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR SUITABILITY.

Art. 3 – Inspection Of The Goods Before Shipment

1. If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the place specified by the Seller.

Art. 4 – Price

1. The price indicated on page one of the proforma invoice includes any costs which are at the Seller’s charge according to this contract. However, should the Seller bear any costs which, according to this contract, are for the Buyer’s account (e.g. for transportation or insurance under FCA, EXW, FAS or FOB), such sums shall not be considered as having been included in the price stated on page.
2. Unless otherwise agreed in writing, the price does not include indirect taxes (VAT, sales tax, excise duties, or any other tax), which shall be for Buyer’s account, and is not subject to price adjustment or withholding.

Art. 5 – Payment Conditions

1. Unless otherwise agreed in writing, or implied from a prior course of dealing between the parties, payment of the price and of any other sums due by the Buyer to the Seller shall be according to payment terms and conditions stated on page 1 of this Proforma (Contract). The amounts due shall be transferred, unless otherwise agreed, by telegraphic transfer or remittance to the Seller’s bank in the Seller’s country for the account of the Seller and the Buyer shall be deemed to have performed its payment obligations when the respective sums due have been received by the Seller’s bank in immediately available funds.
2. If the parties have agreed on payment in advance, without further indication, it will be assumed that such advance payment, unless otherwise agreed, refers to the full price, and that the advance payment must be received by the Seller’s bank in immediately available funds at least 20 days before the agreed date of shipment or the earliest date within the agreed shipment period. If advance payment has been agreed only for a part of the contract price, the payment conditions of the remaining amount will be determined according to the rules set forth in this article.
3. If the parties have agreed on payment by documentary credit, then, unless otherwise agreed, the Buyer must arrange for a documentary credit in favor of the Seller to be issued and upon Sellers’s request confirmed by a reputable bank and Advised by Wells Fargo Bank, N.A., subject to the Uniform Customs and Practice for Documentary Credits (UCP 600) published by the International Chamber of Commerce, and to be notified at least 30 days before the agreed date of shipment or at least 30 days before the earliest date within the agreed shipment period. Unless otherwise agreed, the documentary credit shall be payable at sight, transferable and allow transshipments but no partial deliveries.
4. If the parties have agreed on payment by documentary collection, then, unless otherwise agreed, documents will be tendered against payment (D/P) and the tender will in any case be subject to the Uniform Rules for Collections (URC 522) published by the International Chamber of Commerce.
5. To the extent that the parties have agreed that payment is to be backed by a bank guarantee, the Buyer is to provide, at least 30 days before the agreed date of shipment or at least 30 days before the earliest date within the agreed shipment period, a first demand bank guarantee subject to the Uniform Rules for Demand Guarantees (URDG 758) published by the International Chamber of Commerce, or a standby letter of credit subject either to such Rules, to the International Standby Practices (ISP 98) or to the Uniform Customs and Practice for Documentary Credits (UCP 600) published by the International Chamber of Commerce, in either case issued by a reputable bank.

Art. 6 – Late Payments Fees

If Buyer does not pay a sum of money when it falls due the other party is entitled to fees upon that sum from the time when payment is due to the time of payment.
Unless otherwise agreed, the rate of fee shall be 1.5% per month or portion thereof.

Art. 7 – Title Retention

If the parties have validly agreed on retention of title, the goods shall, notwithstanding delivery and the passing of risk in the goods, remain the property of the Seller until the complete payment of the price, or as otherwise agreed.

Art. 8 – Contractual Terms Of Delivery

Unless otherwise agreed, delivery shall be CIF or CFR Port of Destination, as stated on Page 1 under the title DELIVERY TERMS (Incoterms ® 2020 Rules).

Art. 9 – Documents

Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterms® rule or, if no Incoterms® rule is applicable, according to any previous course of dealing.

Art. 10 – Non-conformity Of The Goods

1. The Buyer shall examine the goods as soon as possible after their arrival at the place business of the Buyer or any other agreed place of delivery or examination and shall notify the Seller in writing of any lack of conformity, specifying the nature of the lack of conformity, of the goods within a reasonable time from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of conformity if it fails to notify the Seller thereof within 48 hours from the date of arrival of the goods at the place of business of the Buyer or the otherwise agreed place of examination, if any.
2. Goods will be deemed to conform to the contract despite minor discrepancies which are usual in the particular trade, the goods, or through course of dealing between the parties.
3. In case of non-conformity, Buyer will not, in any circumstances, dispose of part or all of the goods. Buyer must notify Seller immediately of the nature of non-conformity of the goods so that Seller can assign or hire an international or local surveyor to inspect the goods at the place of business of the Buyer, or a terminal warehouse or other mutually- convenient location.
4. If the Seller has failed or refused to properly perform its duties under article 10.3 within a reasonable period, and provided the parties have not agreed on a price reduction, the Buyer may resort to the remedies provided for by the CISG having regard to the terms laid down in this contract. As to the damages proven by the Buyer the maximum amount of Seller’s liability to any party or third party is limited to the contractually agreed price of the non-conforming goods between Seller and Buyer.
5. Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral tribunals, after 6 months from the date of arrival of the goods at the place of examination. It is expressly agreed that after the expiry of such term, the Buyer will not plead nonconformity of the goods, or make a counterclaim thereon, in defense, to any action taken by the Seller against the Buyer for nonperformance of this contract.

Art. 11 – Cooperation Between The Parties

The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.

Art. 12 – Force Majeure

1. A party is not liable for a failure to perform any of its obligations in so far as it proves
   • that the failure was due to an impediment beyond its control, and
   • that it could not reasonably be expected to have taken the impediment and its effects upon its ability to perform into account at the time of the conclusion of the contract, and
   • that it could not reasonably have avoided or overcome the impediment or its effects.
2. A party seeking relief shall, as soon as practicable after the impediment and its effects upon that party’s ability to perform become known to it, give notice to the other party of such impediment and its effects on that party’s ability to perform. Notice shall also be given when the ground of relief ceases. Failure to give either notice makes the party thus failing liable in damages for loss which otherwise could have been avoided.
3. A ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions, from the duty to pay interest on money owing as long as and to the extent that the ground subsists.

Art. 13 – Resolution Of Disputes

1. The parties may at any time, without prejudice to any other proceedings, seek to settle any dispute arising from or in connection with the present contract in accordance with the ICC ADR Rules.
2. Unless otherwise agreed in writing, all disputes arising from or in connection with the present contract shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
3. An arbitration clause does not prevent any party from requesting interim or conservatory measures from state courts.
4. Arbitration to be administered by the ICC International Court of Arbitration in New York.

Notwithstanding anything to the contrary, no party shall be liable to the other party for any consequential, special, exemplary, loss of profits or opportunities, or punitive