In these Terms and Conditions of Sale, "Seller" means TractionMate and; "Buyer" means the person, firm, company or corporation by whom the order is given.
All offers by Seller must be in writing (email) and are accepted by Buyer subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's offer or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
The Contract shall become effective only upon the date of acceptance of Seller’s offer by Buyer (the "Effective Date ").
No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the services before delivery provided that the performance of the service is not adversely affected and that neither the Contract Price nor the delivery date is affected.
VALIDITY OF OFFER AND PRICES
Unless previously withdrawn, Seller's offer is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of (a) Value Added Tax and (b) any similar and other t axes, duties, levies or other like charges in connection with the performance of the Contract.
Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind; and (b) in the currency of Seller's order confirmation immediately unless otherwise specified by Seller.
Goods will be delivered only after having received the full invoice amount.
Unless otherwise stated in Seller's offer confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.
If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly.
Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight weeks, either party shall have the right to cancel the contract.
LIMITATION OF LIABILITY
Supplier's maximum aggregate liability for any and all losses, liabilities, expenses (including legal expenses), damages, claims or actions incurred under or in connection with a specific order or a particular blanket order (CALL-OFF order) issued, arising in or by virtue of a breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, strict liability, infringement of intellectual property rights or otherwise, shall in no circumstances exceed a sum equal to the total price of the Call -Off in question.
No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
All notices and claims in connection with the Contract must be in writing through email.