BARUS General Terms and Conditions of Sale
The general terms and conditions as stipulated below are to be read alongside the Order as well as
any particular terms and conditions linked thereto (where applicable) together with these terms
and conditions as set out, shall form an agreement between both Supplier and Buyer (the “Sales
Agreement” or “Agreement”). The Supplier’s agreement of the Buyer’s purchase order shall be in
accordance with these terms and conditions unless expressly agreed otherwise by the Supplier. In
the event, any translation of this Agreement is prepared for convenience or for any other reason,
consultation if the English version should clear all doubts. In the case of an empty Order,the Order
shall automatically expire fifteen (15) calendar days from the issued date.
“Buyer” means the personality to which the Supplier accepts to supply Goods and/or Services in
“Goods” implies the equipment, parts, materials, supplies and other goods the Supplier accepts to
supply to the Buyer in the Order.
“Order” means the Supplier’s written agreement by the Buyer or the Buyer’s agreed purchase by the
“Services” imply services to be rendered by the Supplier to the Buyer according to the Order.
“Supplier” means the personality or entity, providing Goods or performing Services under the
Unless otherwise stated in the Order,down payment for the Goods and Services supplied under the
arrangement shall be due and must be payable within fifteen (15) calendar days from the billing
date. That is, the Buyer is expected to make this payment as stipulated by the agreement in the
order thus such payment is unconditional and without any right to back off on the deal. Also, No
discount is granted for early payments. For every late monthly payment, or fraction thereof, the
Buyer shall pay a late payment charge or fine, computed at an interest of 3% per month on the
overdue balance, or the maximum rate which is permitted by the law; whichever is higher.In
addition to its entitlement to the late payment fine, the Supplier, is thus responsible and entitled to:
(i) suspend, withhold or cancel the delivery of Goods or performance of guaranteed services in
regard to this or any other arrangement, quotation, statement or offer between the parties; (ii) Any
and all other credit extended to the Buyer shall be annulled, in the event that the Buyer’s account is
overdue for a period of more than sixty (60) calendar days in debts, the Buyer shall compensate the
Supplier for any reasonable costs incurred, and this will include attorney’s fees, in the collection of
such amounts from the Buyer.As and if requested by the Supplier, the Buyer shall at its expense
establish and keep in force payment security in the form of an irrevocable, unconditional, sight
letter of credit or bank guarantee allowing pro-rata payments as Goods are supplied and Services
performed including payment of cancelled and terminated charges and all other amounts required
from the Buyer under the Order (“Payment Security”). The Payment Security shall: (i) be written
and issued or confirmed by a bank acceptable to the Supplier; and (ii) remain in effect for at least
ninety (90) calendar days after the last shipment of goods was scheduled, completion of all
Services along with the Supplier’s receipt of the final payment required as stated by the Order.The
Buyer shall, at its own expenses, increase the amount(s), prolong the validity period and make
other appropriate changes to any Payment Security within ten (10) days of the Supplier’s
notification that such adjustments are necessary in connection with the Buyer’s duty under the
Order.The Supplier is not supposed to begin or continue its performance unless and until any
required Payment Security or adjustment thereto as stated in the previous paragraph is received, or
is deemed valid and is in effect.
All Goods agreed to be delivered by the Supplier shall at any time subject to credit approval of the
Supplier. That is, if in the Supplier’s sole preference or discretion decides that the Buyer’s financial
condition does not justify production or delivery of Goods and services on the agreed payment
BARUS General Terms and Conditions of Sale
terms, the Supplier may request full or partial payment in advance or other payment terms as a
condition to be fulfilled before delivery, and the Supplier may suspend, delay, postpone or cancel
any credit, delivery or any other deed by the Supplier.
3. Revision Each and/or any Party may at any time propose changes, additions, omissions, or
alteration to the Order (“Revision”) provided that the other Party is in agreement with any such
Revision in writing. Following any such Revision, an appropriate adjustment in price, plan and
scope of work will be presented for approval and consent.
4. Quantities and Price
Unless otherwise stated between both Parties, the quantities stated in the
Order are just an estimate and should not be confused upon by the Buyer as being representative of
the actual quantities. Where and to the extent that the actual quantities manufactured or supplied
vary by +/- 5% of the amount set out in the Order,the Company reserve the right to amend or
revise its unit rates and prices to mirror the divergence. Unless otherwise stated in this Order,the
rates and prices for testing, testing samples and/or testing fees, delivery and VATare excluded.
5. Tax, Duties and Fees.
The Buyer shall concur with all applicable laws including tax law, and
assume extensive, full and exclusive liability for the timely filing for every return, potential tax costs
(which may include but not limited to tax, tax sanction, and interest for late payment) and
promptly paying of all taxes, levies, fees, duties or charges imposed with respect to the performance
of the Supplier hereunder.
6. Discharge of the Supplier’s obligations.
The Supplier’s responsibility to deliver the Goods shall
be fully and completely discharged, and ownership, title, and all risk of loss or damage shall
immediately be inherited by the Buyer at the time the Goods are delivered to the Buyer at place of
delivery or by means of delivery as stated in the Order. Should the Buyer fail or forget to send a
claim or notice of non-conformity with respect to the Goods within fourteen (14) days from the
delivery date, the Buyer shall be assumed to have fully accepted the Goods.
Unless otherwise agreed upon by both Parties, the delivery shall be based upon EXW
Incoterms 2010 basis being made.
Acceleration – The Buyer may request the Supplier to accept a proposal to accelerate the work and
delivery under the Order.Within seven (7) days of such a request, the Supplier may provide to the
Buyer an approval to accelerate the delivery of the goods. The approved proposal would contain
details of (a) the conditions the Supplier considers necessary to reduce the delivery time in
question; and (b) the additional cost to carry out such conditions.
The cost of acceleration shall have to be agreed upon by both parties and written in confirmation by
the Buyer prior to any execution.
Early Delivery – The Buyer may request early delivery provided that the Supplier examines the cost
and viability of such early delivery and provides a review to the Buyer.In any such case, the
Supplier shall give its approval prior to any early delivery.
Postpone Delivery – The Buyer may request the Supplier to postpone delivery provided that the
request be made in writing and submitted at least fifteen (15) calendars
days prior to the original date of the shipping. Any cost of storage, insurance cost and risk within
the postponement period shall be incurred by the Buyer.
Storage – If the Supplier incurs any cost for storage of the Goods as a result of the Buyer’s request
for postponement of delivery,negligence or fault in any manner, the Buyer shall be liable to
reimburse the Supplier for any such expenses and charges in full upon being notified by the
Remedies upon Buyer’s default – Buyer shall be in default of this Order if: (i) the Buyer goes
bankrupt; (ii) the Buyer denies or fails to take delivery of the Goods; (iii) the Buyer fails to make any
payment to the Supplier when due; or (iv) at any time the assets of the Buyer are seized or
otherwise in the possession of a legal receiver.In the event of the Buyer’s incompetence, the
Supplier may exercise the following remedies:
(1) Let go this Order and resell the Goods, and shall be entitled to recover from the Buyer the
difference between the price of the Goods set forth in the Order and the profits from the resale
thereof, plus any incidental loss and expense (e.g. storage charges, insurance premium).
(2) Let go this Order as to any unpackaged balance and shall be entitled to recover from the Buyer
as liquidated damages.
Should the Supplier fail to deliver on time, the Buyer shall provide the Supplier written notice of
late delivery.From such notice, the Supplier shall have sixty (60) calendar days to remedy the
situation. After this period, the Buyer may either claim liquidated damages at a rate of 0.1% per
week of delay goods limited to 5% of the value of the affected portion of the Order or postpone the
The acceptance of a delayed delivery shall include a waiver of the damage claims to which the Buyer
is entitled on account of the delayed delivery.
Late or non-delivery of any one or more of the installments shall not entitle the Buyer to treat the
Order as disavowed and shall not affect the Buyer’s obligation to accept and pay for the delivered
Late delivery resulting from an overdue payment or fault from the Buyer shall not constitute a
cause for the Buyer to claim any late delivery charges.
Unless otherwise agreed in the Order,the Supplier shall package the Goods with respect to the
specific features of the Goods and fit for general cargo.
Ownership of the Goods shall pass to the Buyer upon payment in full of the related Order,including
any interest and/or expenses and /or payment of any claim in connection with or arising out of the
Order, and until, ownership of the Goods has passed to Buyer,the Buyer shall not transfer or pledge
any of the Goods, or grant any right or ownership of the Goods to any third party.
11. Return and Buy Back
Return: A return can occur if the Goods has been delivered and yet unpaid, under the following
condition. The Goods supplied pursuant to the Order cannot be returned without the Supplier’s
written consent. Duly authorized returns: (a) shall be sent to the Supplier’s location at the Buyer’s
expense;(b) may be subject to paying a charge of twenty (20) percent of the invoiced value of the
Goods, at the Supplier’s discretion; and must be in the same condition as originally delivered to the
Buyback: A buyback can occur if the Goods have been delivered and paid given that the Supplier
approves such buyback. Once approved, the Supplier will submit a proposal to the Buyer.In any
case, the Supplier will have the right to audit the Goods prior to any buyback.
The Buyer shall indemnify (protect) and hold harmless the Supplier and its agents, employees,
officers, directors, or successors from and against any and all damages, liabilities, losses, expenses,
costs or claims (including, and without limitation to, reasonable attorney fees), to the extent that
such claims and losses are caused by (a) an act of; negligence or willful misconduct of the
indemnifying party or (b) the indemnifying party’s breach of any of its agreements, representations
or warranties set forth herein.
In no event shall the Supplier be held responsible for any such claims arising out of its compliance
with instructions, requirements or specifications provided by or required by the Buyer (including
the use of information, artwork, logos, and/or trademarks provided by the Buyer).
If the Buyer is supplying Goods to a third party, the Buyer shall (i) indemnify and defend the
Supplier from and against any and all claims by,and liable to, any such third party to the fullness of
the limitations set forth in this agreement, and (ii) require that the third party is in agreement, for
the benefit of and implemented by the Supplier, to be bound by all the limitation set forth in this
13. Limitation of Liability
Notwithstanding the foregoing clauses, in no event shall the Supplier be responsible for any loss
and/or damage, significant or indirect damage occurring to the Buyer resulting from the
interruption or failure of the Buyer’s operation, loss of profits, lost savings, loss of reputation, loss
of goodwill, incidental, special, indirect, major, or punitive damages or claims from the Buyer’s
customers for any of the foregoing types of damages arising out of or in conjunction with the Order.
The Supplier’s aggregate and cumulative liability for any damage or loss Goods towards the Buyer
or any third party in relation to the affected Order shall not exceed the aggregate value of the
affected Order except in case of gross negligence or willful misconduct on the part of the Supplier.
14. Assignment and Setoff
The Buyer shall not give out any right or obligation under the Order without the prior written
consent of the Supplier. The Buyer shall have no right to withhold, compensate or reduce any
payment or to set off existing and future claims, charges, expenses, fees or other payment of any
kind whatsoever under any condition, comprising but not limited to, any liability which may arise
because of any breach or alleged breach of any agreement, quotation or offer.
The parties shall take out and maintain adequate seafaring cargo insurance to cover for the
transportation of the Goods in accordance with the agreed Incoterms 2010 or any other terms
stipulated in the Order.
The Buyer warrants that all data, specification, description, drawing or other documents provided
by the Buyer to the Supplier to manufacture the Goods are accurate, exact and respect rational
17. Nonconforming Goods
If the Goods or Services do not meet the specification and description provided by the Buyer,the
Buyer shall promptly notify the Supplier in writing, prior to expiration of the warranty period.
Should the Goods be rejected, deemed defective or non-conforming with the agreed specifications,
the Supplier shall take the responsibility to audit and test the Goods on-site or anywhere suitable to
both parties, so as to confirm or refute this rejection. In case of rejection, the Supplier shall (i) at its
discretion, either repair or replace the defective Goods; (ii) bear the expenses of transport, packing
and seafaring cargo insurance. The Supplier’s liability shall not exceed the aggregate value of the
The remedies are conditioned upon proper storage, installation, use, operation and maintenance of
the Goods. Such modification or repair of the Goods or Services can only be authorized by the
Supplier in writing.
If a recall is required by law, or the Supplier reasonably determines that a recall is advisable based
on the fact that the Goods might create a potential safety hazard, the Supplier shall quickly develop
a corrective action plan, which will include all actions required to recall and/or repair the Goods
and any actions required by law. The action plan shall be submitted to the Buyer for approval. The
Supplier will bear expenses related to such recall but limited to repair and/or replacement of the
non-conforming Goods, packing and shipment. The Supplier shall not be liable for any
consequential damages including but not limited to loss of profit incurred by the Buyer.
19. Intellectual Property
The Buyer shall not acquire any right or is not titled to trademarks, design, copyright, patents or
any other intellectual property rights in the Goods. These rights strictly remain with the Supplier.
That is, all Intellectual property rights will remain a property of the Supplier. Other than the right
to use drawings or documents to perform the work as stipulated in the Order,nothing in the Order
shall be construed as conferring to the Buyer any right, title or interest in or any license under, any
intellectual property contained in the document. The drawing and all document including but not
limited to designs, calculations, analyses, reports, records, plans, business plan, diagrams,
specifications, standards, codes, schedules, manuals, parts, lists, models and samples are and will
remain the property of the Supplier.
The Buyer should understand that during work, it may gain access to confidential information that
is proprietary to the Supplier or one of its affiliates or to other parties, thus the Buyer agrees not to
use or propagate any such proprietary information without prior written approval by the Supplier.
The Buyer agrees to use the confidential information only in connection with the Order, and to take
reasonable measures to prevent disclosure of any confidential information to a third party.
The Buyer may terminate the Agreement for cause if the Supplier: (i) becomes bankrupt; or (ii)
commits a material breach which does not otherwise have a specified contractual remedy given
that: (a) the Buyer first contacts the Supplier with a detailed written report of the breach; and (b)
the Supplier shall have failed within sixty (60) calendar days from the notice to commence and
diligently pursue a solution to such a breach.
If the Agreement is terminated as stated above, the Buyer shall pay the Supplier; (1) the portion of
the price allocated for completed Goods; and (2) for Goods and/or Services that have been
delivered prior to the termination.
The Supplier is entitled to terminate the Order and related Agreement with immediate effect by
giving a written notice to the Buyer,in such a case: (a) the Buyer may suspend, or threaten to
suspend the payment of its debts or is, deemed to be bankrupt; (b) administratively disbanding the
Buyer;(c) material breach by the Buyer of the Order including but not limited to failure or delay of
payment; (d) change of control (shareholding structure) (e) any Force preventing the Supplier from
performing its obligation for any continuous period of 90 days. In addition, except in case of force
majeure, the Buyer shall pay the Supplier termination charges equal to twenty (20%) of the Order
applicable to uncompleted ordered Goods.
The Supplier reserves the right to adjust the prices, for any accepted Order as well as, to reflect any
increase in the Supplier cost, for any reason beyond their control, such as, force majeure, shortage of
primary material or labor, strikes, official orders, transportation, cost of material or similar change,
provided that the increase happens before delivery.
23. Suspension or Cancellations
No Order may be suspended, canceled, modified or deferred without the prior written consent of
the Supplier. If such consent is given, the Buyer shall reimburse all expenses and losses, including
loss of profits and pay a cancellation/suspension fee of not less than 20% of the value of the
canceled Order.If agreed, a suspension shall not exceed ninety (90) days.
In the case of any word, sentence, clause, or other provision hereof which might infringe any
applicable law, regulation or statute in any jurisdiction in which it is used, such infringement shall
not annul any other part of the Order,but only the infringed part.
Any waiver on the part of either party hereto of any right or interest shall not imply the waiver of
any other right or interest, or any subsequent waiver.
26. Force Majeure
Neither party shall be liable for any failure to perform or delay in performance of this Order to the
extent that any such failures arising from acts of God, war, civil insurrection or disruption, riots,
government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks,
inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such
party’s reasonable control.
For further information contact us at email@example.com.