Terms and Conditions


 

 

GENERAL PURCHASING TERMS AND CONDITIONS 

GHACEM / WAQL LIMITED

 

  1. Introduction

These general purchasing conditions shall apply to deliveries to Ghacem Limited and WAQL Limited - hereinafter called the purchaser - to the extent they are not partially cancelled or altered by written agreement between the parties. The seller’s general delivery conditions apply - in full or in part - only to the extent they are explicitly confirmed in the order.

 

The agreement referred to in these purchasing conditions shall mean the agreement of which these conditions form an integrated part.

 

  1. Price

Fixed price without index-linking shall apply unless otherwise agreed in writing.

The purchaser shall, in addition to the agreed price, pay value added tax as prescribed by law.

 

  1. The scope of the delivery

The agreed delivery times are binding and must be unconditionally met. As soon as the seller perceives that he will be wholly or partially unable to fulfil his contractual obligations or that he is unable to fulfil his contractual obligations on time, he shall immediately inform the purchaser in writing stating the expected duration of the delay and the respective reason.

Additional and alteration work does not entitle the seller to extension of the delivery period, unless a written agreement is made in advance.

 

  1. Liability for design and copyright

The party who supplied information and designs is responsible for the correctness of the same. The approval of the other party does not constitute exemption from this responsibility. However, the seller is responsible for alterations to the seller’s design proposed by the purchaser unless he has made a reservation against such alterations before manufacture commenced.

 

All drawings, models and other technical documents, handed over by the purchaser, remain the property of the purchaser and can only with consent be used by the seller or reproduced or brought to the knowledge of a third party only when necessary for tenders and delivery or required by law.. All drawings, models and other technical documents relating to the goods ordered by the purchaser shall be the property of the purchaser and delivered to the purchaser upon payment of the goods.

 

  1. Cancellation

Unless otherwise agreed in writing, the purchaser is entitled to cancel goods that have not been supplied.

 

In case of cancellation in accordance with this clause, the purchaser shall, unless otherwise agreed in writing, compensate the seller for his direct costs for the cancelled goods, if the seller cannot obtain payment for them by selling them to another party or in some other manner.

 

  1. Delivery date

The agreed delivery date must be strictly adhered to. For part delivery or delivery in advance, the purchaser’s written consent is required.

 

If the seller has reason to assume that delivery may be delayed, the purchaser must be informed of this immediately in the quickest possible manner, after which written confirmation must be sent by the seller and justification provided. It must be stated how long the delay is expected to last. Unless the purchaser demanded stricter consequences when the agreement was made, he is, if the delay actually takes place, entitled to a penalty for delay which for each week or part thereof amounts to 2% of the sum of the order, but totally no more than 10% of the same. After 4 weeks delay the purchaser is entitled to cancel the purchase in full or in part.

 

The agreed delivery date shall be considered to run from the date on which the agreement was made.

 

 

  1. Delivery clauses

Delivery clauses will be interpreted in accordance with Incoterms 2020.

 

  1. Packing and marking

Packing should be carried out in such a way that it protects the goods from damage and decline in value during transport and during a reasonable period of storage in a manner suitable for the purpose. Furthermore, the packing shall be such that normal transport insurance gives the purchaser compensation for damage to the goods.

 

Marking of the goods shall be carried out in accordance with the purchaser’s instructions, which do not, however, limit the seller’s liability for ensuring that the goods are also marked in accordance with their properties as regards fragility, weather resistance, etc.

 

  1. Transport and receiving

The seller shall in good time before delivery provide the purchaser with the necessary information of importance for transport and receipt of the goods. If the delivery contains dangerous goods in accordance with Swiss law the purchaser must be informed of this separately.

 

  1. Quality

All goods must be of at least normal good commercial quality and meet the current norms/standards including current safety regulations. The seller is responsible for ensuring that the goods supplied are suitable for the stated purpose.

 

 

  1. Guarantees

The seller guarantees that raw materials, work carried out etc. comply in their entirety with stated specifications, product leaflets, drawings and samples. The seller bears full responsibility for ensuring that the goods maintain their contractual properties during the agreed guarantee period. Unless otherwise agreed, the guarantee period is twenty-four (24) months from the date when the goods are received. The purchaser must make any claims not later than one month after the end of the guarantee period.

 

  1. Product safety, health and environment

The seller is responsible for ensuring that the goods meet all requirements according to current legislation relating to product safety, health and environment. The seller is liable to the purchaser for costs arising from any order imposed on the purchaser in accordance with the aforementioned legislation if the order is based on properties of the goods covered by the purchase.

 

When designing a product and choosing material and manufacturing methods, the seller shall take appropriate regards to environmental aspects.

 

  1. Defects in the goods

If the purchaser demands that the seller shall correct notified defects, this must take place immediately after receipt of a justified complaint, in which case the seller will bear all costs connected with the correction. The guarantee period will be extended by the period, during which the goods as a result of the defect cannot be used for their intended purpose. For a repaired or replaced part, a new guarantee period will apply for the same period of time as for the original part.

 

The following defects may be corrected by the purchaser without affecting the seller’s guarantee responsibility:

a)  minor defects

b)  if the seller cannot correct the notified defect promptly

c)  in specially urgent cases

The purchaser must notify the seller in writing in advance that he intends to correct the defect himself in accordance with this clause.

 

If the seller is responsible for defects in the goods, he is also liable to pay compensation for loss that occurs as a result of the defect.

 

The seller’s liability to pay compensation under this clause is limited to 15% of the purchase price, or the amount covered by the seller’s third-party insurance if higher. This restriction does not apply to costs for locating the defect, costs for gaining access to or fitting repaired or replaced goods or costs arising as a result of the repair or replacement.

 

  1. Payment, title and risk 

Unless otherwise agreed, payment shall be made, through bank transfer, after confirmed full delivery and receipt of final and correct invoice, issued as per provided invoice instructions, with following payment terms, dependent on the agreed delivery terms based on Incoterms 2020:

  • For EXW/FOB/FCA delivery terms: 120 days (with 3% cash discount if the invoice is paid within 90 days)

  • For CFR/CPT delivery terms: 60 days (with 3% cash discount if the invoice is paid within 30 days)

  • For DAP/DDP delivery terms: 30 days (with 1.5% cash discount if the invoice is paid within 15 days)

 

The tax invoice shall only cover one Purchase Order and shall state the Purchase Order Number.

 

If the purchaser has a justified claim on the seller as a result of the purchase, the purchaser may withhold as much of the payment as is equivalent to the claim.

 

Title to the goods ordered shall pass to the purchaser upon payment of the goods. If payment is made before delivery, the seller shall clearly identify the goods as property of the purchaser by visible marking and shall keep the goods separated from other goods the seller may have in his possession. Unless otherwise agreed in writing, the risk of loss of or damage to the goods shall pass to the purchaser when the goods are delivered to the agreed place.

 

The purchaser may demand a bank guarantee or another security acceptable to the purchaser, to be issued to the purchaser at the seller’s cost, for any advance payments made by the purchaser.

 

  1. Insurance

The seller shall, during the period stated in clause 11, have customary, adequate third-party insurance covering losses arising from defects in the goods.

 

The seller shall, at the request of the purchaser, send the purchaser proof that the insurance exists. If the seller omits to do so, the purchaser may, at the seller’s expense, take out insurance himself that provides the equivalent insurance cover.

 

  1. Commercial documentation

The purchaser’s order number must be stated in all correspondence. This must also appear on the invoice and on the delivery note, which must always be enclosed with delivered goods. If the goods are delivered without a delivery note, extra costs may arise for the purchaser, which must be compensated for by the seller.

 

The scope of commercial documentation in other respects will be stated in the order.

 

  1. Grounds for relief (force majeure)

A party is entitle to postpone the delivery date if completion of the purchase is prevented owing to circumstances affecting the other party or owing to circumstances beyond the control of the party, such as labour conflict, war, (official decision), extensive operational disruption at the party’s plant or that of a subcontractor or another circumstance not caused by the party, that he ought not to have foreseen and whose consequences he could not reasonably prevent.

 

In order to be entitled to postpone the delivery date, the concerned party must inform the other party immediately that circumstances giving grounds for relief have arisen.

 

If the purchase cannot be completed within a reasonable period owing to circumstances in accordance with this clause, a party may cancel the purchase to the extent its completion is prevented.

 

 

  1. Supplier Code of Conduct

The purchase being part of the HeidelbergCement Group has described and set forth an understanding of internationally recognized principles of sustainable development and fundamental environmental, labour and social standards in its Supplier Code of Conduct, available at http://heidelbergcement.de/einkauf

Seller shall abide to the Supplier Code of Conduct. Purchaser may terminate the orders – if necessary after giving prior written notice – in the event the seller is in breach of the principles and standards set forth in the Supplier Code of Conduct. Furthermore, the seller is expected to ensure that its employees and subcontractors adhere to the Supplier Code of Conduct.

 

  1. Applicable law

The agreement and these conditions shall be governed by the Swiss law (which means that the Swiss Sale of Goods Act (current) applies) for international purchases and the applicable Ghanaian laws for local purchases.

 

  1. Disputes

Any dispute arising from this purchase shall be settled by arbitration in accordance with the Swiss law (for foreign purchases) and the Ghana Arbitration Act (for local purchases). The arbitration proceedings shall take place where the purchaser has his registered office. 

 

  1. Validity

These conditions are valid until otherwise stated.

 

  1. Bank Guarantee (applicable to local purchases only)

Ghacem may demand a bank guarantee or another security acceptable by it to be issued at the Supplier’s cost for an advance payment.

 

  1. ACCEPTANCE

Acceptance of this Order indicates agreement to the terms and conditions as stated below

 

  1. DELIVERY (applicable to local purchases only)

24.1          The Supplier shall deliver the goods packed in such a manner as to reach the place of delivery undamaged and in good condition accompanied with relevant documents such as a Waybill, safety instructions with regard to hazardous goods, certificate of analysis (if any) and invoice.

24.2          The above-mentioned documents which shall be stamped at the Security Gate shall accompany the goods and the supplier shall deliver them to the Receiving Storekeeper.

24.3          All invoices relating to the Local Purchase Order (LPO) shall be clearly marked with the LPO number.

24.4          Delivery shall be deemed to be made on receipt of the goods by Ghacem in accordance with all terms of the contract. The goods shall be delivered on the date specified in the contract.

 

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