GENERAL TERMS AND CONDITIONS
1. TERMS EXCLUSIVE, ACCEPTANCE.
These terms and conditions, including those set forth in any document referencing, incorporating, accompanying or attaching these terms and conditions, whether in electronic or paper form, and irrespective of whether the document is a Purchase Order, Order, Quotation, Proposal or other document (referred to herein collectively, with these terms and conditions, as the “Order”) constitutes the complete and final agreement of the (“Buyer”) and the vendor to whom the Order is addressed (“Seller”) and may not be added to, modified, superseded or altered except by a written agreement or modification signed by Buyer, notwithstanding any terms and conditions which may now or in the future appear on Seller’s invoices, sales orders, quotations, acknowledgments or other forms (all of which are hereby objected to by Buyer), and notwithstanding any acceptance of shipments, payments or other similar acts of Buyer. The Order and the terms and conditions hereunder shall be deemed to have been accepted by Seller upon the first to occur of (a) the shipment, delivery or other tender of any goods, material or services ordered hereby (collectively, “Goods”), (b) the acceptance of the Order.
2. CHANGE; CANCELLATION.
Buyer cannot have the right to change or cancel the Order once signed or prior to delivery. If any change or cancelation is raised up to result in either specifications modification, changes of the delivery place or date or quantity changing it will be subject to Gosoor Approval, if the changes is acceptable buyer agree to pay any additional costs may raise up due to these changes.
3. PRICES; PAYMENT TERMS; DELIVERY.
The Buying prices of Goods shall be as specified in the Order, plus Logistics cost for shipment of Goods, to the location specified in the Order (“Buyer’s Location”). Buying prices shall include all applicable taxes, excises, duties and any other charges related to the product and services required, Gosoor shall issue 2 invoices, 1 invoice for Goods at the name of Exporter for each Order must include complete purchase order number, Order date, Order quantity + 1 invoice for Logistics services. Payment terms shall be set forth in the Order. Gosoor warrants that the prices determined in accordance with this Section shall be complete, and no additional charges of any kind shall be added to the buying price of Goods.
4. DELIVERY AND TRANSPORTATION.
Time is of the essence. Delivery times and other logistical terms shall be as specified in the Order shall mean the time at which Goods are to be delivered to Buyer’s Location. Gosoor shall ship the nominated Goods with insurance coverage in an appropriate and suitable manner as per international slandered services. Gosoor bears all risk of loss associated with Goods until such Goods are delivered to Buyer at Buyer’s Location (Destination Airport / Marine port under CIF Term). Gosoor shall be responsible for filing and managing any claims with carriers for damages resulting from the shipment and/or delivery of Goods on behalf of buyer and for his own benefit. Gosoor shall track all shipments of Goods until such shipments are delivered to Buyer’s Location. Gosoor shall inform Buyer in writing immediately of any occurrence which will or is expected to result in any variance in any delivery time or in any quantity specified in the Order and also of the corrective measures which Gosoor is taking to minimize the effect of any such occurrence.
5. IMPORT/EXPORT LAWS.
Gosoor shall guarantee that exporter shall be responsible for timely obtaining and maintaining any required export license, permit or approval and pay all required fees, assessments, duties, charges, taxes, tariffs, levies or other charges necessary to lawfully export the Goods from exporter’s country to Buyer’s Location. Gosoor shall ensure that the Goods are properly marked and accompanied by such true, complete, and correct invoices, packing lists, agreed certifications, declarations, shipping BL / AWB and other documentation necessary for their proper importation into the country of Buyer’s Location and clearance through customs.
According to buyer inspection service required and on his own cost Gosoor can provide and guarantee inspection service through 3’rd party (recognized inspection company) which will work within professional standards and limitations specified on work statements, drawings and specifications covering the work and shall make such inspections as are deemed necessary to ensure product compliance as per buyer requirements. Inspection service can be provided either by visual inspection (Packing, count and number Before / During Container Loading) or by Technical / Special Inspection (Technical inspection based on agreed measures), both inspections will be covered by Formal inspection certificate issuing by 3’rd party under Gosoor responsibility.
7. WARRANTIES OF SELLER.
Gosoor warrants to Buyer that all Goods delivered to Buyer pursuant to the Order shall:
(a) be as pre actual exporter mentioned specification in E Catalogue portal. Unless another specification has been agreed on.
(b) conform to all accepted models and samples (in case required) and all descriptions or specifications agreed upon by Gosoor and buyer.
(c) be free of any security interest, lien or other encumbrance of any kind.
(e) be tested (if requested), manufactured, labeled, packaged, shipped, handled and invoiced in compliance with all applicable Laws.
(d) be free of infringement or violation of any foreign patent, trademark, trade name right, copyright or trade secret, right of publicity or privacy right or any other proprietary, intellectual property, industrial property, contract or other right held by any third party.
8. TERMINATION AND REMEDIES.
Buyer may terminate the Order in the event that:
(a) if the quality of any requested Goods tested (if buyer has request pre inspection) before loading / shipping by Gosoor to Buyer does not meet Buyer’s requirements and the quality of such Goods remains unsatisfactory for a period of fifteen business days subsequent to notice by Buyer to Seller of the reason(s) such Goods have been unsatisfactory.
(b) Gosoor becomes insolvent, or a bankruptcy petition is filed by or against it, or enters into any type of proceeding under or pursuant to the insolvency or receivership laws of any jurisdiction or makes a general assignment for the benefit of its creditors.
(c) Gosoor may terminate all or any portion of the Order if buyer breaches or is otherwise in default under the Order and such breach or default continues uncured for a period of five business days subsequent to notice thereof by Gosoor.
(d) Gosoor may terminate the Order if buyer after sign this contract discontinues its corporate existence or merges or consolidates with any other entity without the prior consent of Gosoor.
The obligations, liabilities, warranties, representations, rights and remedies of both Gosoor and Buyer accrued, made or incurred prior to or at the time of any termination or expiration of the Order shall survive such termination or expiration.
9. INVOICING AND PAYMENT.
A copy of Shipping Documents , agreed services Invoice to be send for Buyer Approval /Acceptance/ Confirmation before requested product loading / shipping. All invoices must include contract number / Order Number and mentioned the amount of in advance agreed payment. All invoices shall be submitted to the relevant Gosoor Branch Office in order to be submitted to the address of the Buyer.
10. MONEY TRANSFER INSTRUCTIONS.
For Payment our Bank Details:
NATIONAL BANK OF EGYPT – El Nasr Branch
Swift Code: NBEGEGCX002
1. USD A/C No.: 0023060395425300021
• IBAN: EG960003000230603954253000210
• USD Local Correspondent Bank: JP Morgan Chase Bank, New York, USA National Bank of Egypt
Swift Code: CHASUS33 NBEGEGCX626
2. EURO A/C No.: 0023060395425300010
• EURO Local Correspondent Bank: Deutsche Bank AG, Frankfurt, Germany National Bank of Egypt
Swift Code: DEUTDEFF NBEGEGCX626
“Confidential Information” shall mean all information related to this contract which includes Goods or Services whether or not identified as confidential, which both Gosoor and Buyer or its affiliates have disclosed to each other’s prior to issuance of the Order, as well as the terms of the Order. Both Gosoor and Buyer are agreed to protect from disclosure and hold all Confidential Information strictly in confidence and not to disclose any Confidential Information to any third party except those with a need to know in order to assist in the manufacture or handling of Goods, nor to make any use of the Confidential Information except for the purposes of the Order. The breach party shall be liable to the other party for all monetary and other expenses or losses directly or indirectly incurred as a result of the breach of this confidentiality and/or non-use provisions.
12. DISPUTES; CHOICE OF LAW.
The Order and the contractual relationship between Gosoor and buyer shall be governed by and construed under the internal of the contract parties’ country laws.