Legal Info

1. DEFINITIONS

  • Unless otherwise specified, the below terms shall mean:
  • Asquan: Asquan Limited, or any of its subsidiary, as stated on the Quotation (the “Company”), whose registered place of business is located at the bottom of this Quotation.
  • Buyer: the person, firm or company who purchases the Goods or Services from Asquan. When the Buyer is more than one person, firm, or company, each shall be jointly and severally liable to Asquan under a Contract.

2. APPLICATION OF TERMS

  • The present Terms and Conditions (the “T&C”) apply to all sales made by Asquan to the Buyer and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a Director of Asquan. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Asquan which is not set out in the Contract.
  • The Buyer may request a quotation and other information as needed from Asquan, and place an order either by signing the quotation, or by issuing a Purchase Order. A contractual relationship (the “Contract”) will be established and shall be bound to the present T&C, irrespective of the method of order placement by the Buyer.
  • Each order or acceptance of a quotation for Goods or Services by the Buyer from Asquan shall be deemed to be an offer by the Buyer to buy Goods and/or to acquire Services subject to these conditions (an “Order”).
  • The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
  • Terms and conditions referred to in a customer’s order will not bind the Asquan in any way whatsoever unless they are duly signed by a Company Director of Asquan.
  • By signing the quotation or issuing a purchase order, the Buyer agrees with the full set of T&C as set out on the back of the quotation and the invoice. The T&C as set out at the back of the invoice is also available at asquangroup.com.

3. QUOTATION

  • Where the reverse of this document consists of a quotation the quotation remains open for acceptance for a period of thirty (30) days or such other period as agreed in writing after which it will be subject to confirmation by the Company and if confirmed will remain subject to the remainder of these terms and conditions.
  • Notwithstanding the condition 3.1, Asquan may refuse orders and has no obligation to supply Products or Services unless Asquan issues an order acknowledgement or upon the shipment of Products or commencement of Services.
  • The terms and conditions contained herein as amended on the reverse supersede and cancel any/all previous terms and conditions given either verbally or in writing in respect of the sale of the goods or provision of services and charges specified in this contract.
  • Asquan shall be responsible for the Goods being manufactured in accordance with the specifications supplied by the Buyer. Asquan shall not be liable for any defects resulting from the design and specifications of the Goods which have been supplied by the Buyer.
  • No agent, employee or representative of Asquan (other than a Company Director) has authority to vary these terms and conditions nor to make any representation as to the effect of these terms and conditions nor as to the subject matter of any contract generally.
  • If specified in purchase orders or otherwise in writing, orders may be subject to the approval by the customer of pre-production samples (“PPS”). Approved PPS and their specifications shall represent the benchmark of production.
  • All sample plans, defect listings, specific package test procedures and documentation requirements should be provided and agreed upon in advance of the order. If not, Asquan package test procedures will be held as valid. This offer is based on our standard AQL system Mil std 105E with the following standards (minor 4.0, major 1.5, critical 0.65) unless otherwise agreed upon in writing.

4. CHANGES AND CANCELLATIONS

  • The Buyer may not cancel or modify the order or the specifications without Asquan’s written consent, which shall not be withheld unreasonably. Even in such case, Asquan will be entitled to the full contractual price, less any expenses saved because of the modification or cancellation and the Buyer shall also be responsible for any costs for which Asquan becomes liable.
  • For each cancellation of an order Asquan reserves the right to claim the performance of the Contract.
  • Asquan may at any time suggest changes in design or construction of the Goods as may be deemed a necessary improvement by Asquan, or if materials become unobtainable because of governmental regulations or become unavailable at a reasonable price from suppliers.

5. DELIVERY

  • Unless otherwise stated in the Quotation or agreed in writing by Asquan, delivery of the Goods shall take place EXW at Asquan’s place of production (Incoterm 2020).
  • Unless otherwise agreed upon in writing, if items ordered by the Buyer are not shipped within 14 days after notification to the Buyer that they are ready for shipping, for any reason, including but not limited to the Buyer’s failure to give shipping instructions or to perform full payment, Asquan may store such items at the Buyer’s risk and expense at Asquan’s own premises or in a warehouse or place of choice as determined by Asquan sole will, and the Buyer shall pay all handling, transportation and storage costs, plus applicable interests.
  • Any dates specified by Asquan for delivery of the Goods or supply of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
  • Subject to the other provisions of these conditions Asquan shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or supply of the Services, nor shall any reasonable and justifiable delay entitle the Buyer to terminate or rescind the Contract.
  • In respect of all Goods produced, Asquan may deliver a quantity of Goods of +/- 5% of the quantity ordered by the Buyer, in which case the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.
  • No Asquan entity shall be responsible for conducting compatibility and stability tests or for actual compatibility and stability between the products ordered and any formula or material they will be filled with, or suitability for any end purpose of the Buyer.

6. PRICE

  • Unless otherwise agreed by a Director of Asquan in writing, the price for the Goods or Services shall be the price specified in Asquan quotation unless the price is amended in accordance with Condition 6.3. Unless otherwise stated on the reverse of this document, prices are expressed in United States Dollars.
  • The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to lab testing, packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods, unless agreed otherwise.
  • Asquan is entitled to increase the price at any time in the following circumstances:
    • If there is an increase in any of Asquan’s costs associated with providing the Goods or performing the Services, including any fluctuation in currency exchange rates or raw materials of more than 5% connected to provision of the Goods/Services, or if other prices connected to the provision of the Goods change for reasons beyond Asquan’s control;
    • If the Goods and/or Services required by the Buyer are different from the Goods and/or Services initially requested by the Buyer; or
    • When full technical specifications are agreed upon and signed; or
    • Where the Buyer’s Order was insufficiently clear to Asquan; and in each case the increase in price will be limited to the aggregate of the increase suffered by Asquan.

7. PAYMENT

  • Unless otherwise agreed in Asquan quotation or amended by a Director of Asquan in writing and subject to condition 7.4., payment of 50% the price for the Goods is due immediately upon Asquan accepting the Buyer’s order. Asquan will not start production of the Goods until the payment of such deposit has been received.
  • Unless otherwise stated in the reverse of this document, the Buyer shall pay the remaining balance of 50% of the price either prior to taking delivery of the Goods or prior to shipment or within 14 days of Asquan providing its invoice, whichever is the earlier
  • Time for payment shall be of the essence.
  • No payment shall be deemed to have been received until Asquan has received cleared funds.
  • For avoidance of doubt, any wire transfer fee, bank processing fee, or other fee and applicable tax pertaining to the rendering of payment shall be borne by the Client.
  • The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Asquan to the Buyer.
  • All payments payable to Asquan under the Contract shall become due immediately on its termination despite any other provision.
  • Failure of the Buyer to pay Asquan any sum due pursuant to the Contract shall result in:
  • All amounts payable by operation of law and without notice of default being required yielding an annual interest equal to 5% and moreover being increased with administrative charges determined at 10% of the total invoice amount payable. Costs arising from unpaid bills of exchange or cheques and other collection costs are not included in such fixed damages and are charged separately.
  • Asquan having the right, without notice of default being required, to consider the existing agreements wholly or partly as terminated at the expense of the Buyer or to suspend wholly or partly the performance thereof.
  • The obligations to pay on the side of the buyer are not suspended by the submission of an even evidently founded complaint about the already delivered goods.

8. INTELLECTUAL PROPERTY RIGHTS

  • Only the Buyer shall be responsible for any patent, trademark, and other intellectual proprietary rights (“IPRs”) related to customer designed products bought from Asquan.
  • Asquan will not be held liable for any IPR infringements for Goods developed based on the Buyer’s design specification. The Buyer hereby agrees to indemnify Asquan against any IPR infringement claim suffered by Asquan pertaining to the development or manufacture of such Goods.

9. GOVERNING LAW AND JURISDICTION

  • This Contract shall be governed by and construed in accordance with laws of the jurisdiction where the Asquan legal entity issuing this Quotation to the Buyer is registered.
  • In the event that any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) cannot be resolved in an amicable way, the parties submit to the exclusive jurisdiction of the courts of Asquan legal entity referenced in these T&C, the issue of bills of exchange does not affect the competence. The language of the proceedings shall be English.

10. MISCELANEAOUS

  • The Contract shall be bound to the Mutual Non-Disclosure Agreement (“MNDA”) signed between Asquan and the Buyer. In the event no such MNDA has been signed between Asquan and the Buyer, acceptance of the quotation on the reverse of this document shall bind the Buyer and Asquan to Asquan’s MNDA.
  • Asquan reserves the right to defer the date of delivery or to cancel the Contract or to reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Asquan including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
  • Asquan shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to omissions or failure to act on the part of the Buyer or its agents or employees, including failure of the Buyer to settle the proforma invoices or invoices raised by Asquan.
  • Any waiver by Asquan of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
  • Each right or remedy of Asquan under the Contract is without prejudice to any other right or remedy of Asquan whether under the Contract or not.
  • If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
  • Failure or delay by Asquan in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

1. DEFINITIONS

  • Unless otherwise specified, the below terms shall mean:
  • Asquan: Asquan Limited, or any of its subsidiary, as stated on the Invoice (the “Company”), whose registered place of business is located at the bottom of this Invoice.
  • Buyer: the person, firm or company who purchases the Goods or Services from Asquan. When the Buyer is more than one person, firm, or company, each shall be jointly and severally liable to Asquan under a Contract.

2. APPLICATION OF TERMS

  • The present Terms and Conditions (the “T&C”) apply to all sales made by Asquan to the Buyer and any variation to these conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a Director of Asquan. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Asquan which is not set out in the Contract.
  • The present T&C shall be read in conjunction with the Standard Terms & Conditions of Trading – Quotation. Both should be interpreted as one single T&C binding the contractual relationship (the “Contract”) governing the sales of good by Asquan to the Buyer. In case of any conflict between the two document, the present T&C shall prevail.

3. DELIVERY

  • Unless otherwise stated in the Invoice or agreed in writing by Asquan, delivery of the Goods shall take place EXW at Asquan’s place of production (Incoterm 2020).
  • Unless otherwise agreed upon in writing, if items ordered by the Buyer are not shipped within 14 days after notification to the Buyer that they are ready for shipping, for any reason, including but not limited to the Buyer’s failure to give shipping instructions or to perform full payment, Asquan may store such items at the Buyer’s risk and expense at Asquan’s own premises or in a warehouse or place of choice as determined by Asquan sole will, and the Buyer shall pay all handling, transportation and storage costs, plus applicable interests.
  • Notwithstanding condition 3.2., failure of the Buyer to take delivery of the goods within 14 days after notification to the buyer that they are ready for delivery, for any reason, including but not limited to the Buyer’s failure to give shipping instructions, will not suspend or end the obligation of the Buyer to pay Asquan for the good ready for delivery. In such case, payment will become due in accordance with the payment terms stipulated on the invoice on the reverse of these T&C.
  • Any dates specified by Asquan for delivery of the Goods or supply of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
  • Subject to the other provisions of these conditions Asquan shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or supply of the Services nor shall any reasonable and justifiable delay entitle the Buyer to terminate or rescind the Contract.
  • In respect of all Goods produced, Asquan may deliver a quantity of Goods of +/- 5% of the quantity ordered by the Buyer, in which case the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

4. NON-DELIVERY

  • The quantity of any consignment of Goods as recorded by Asquan on dispatch from Asquan’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
  • Asquan shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to Asquan of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
  • Any liability of Asquan for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

5. RISK/TITLE

  • The Goods are at the risk of the Buyer from the time of delivery.
  • Ownership of the Goods shall not pass to the Buyer until Asquan has received payment in full (in cash or cleared funds) due to it in respect of:
  • the Goods; and
  • all other sums which are or which become due to Asquan from the Buyer in respect of any Contract, order or account.
    • The Buyer grants Asquan, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
    • Where the Buyer provides any products, items, goods, components or any other materials (“Buyer’s Products”) to Asquan in connection with the provision of the Goods or Services, Asquan accepts no liability for any loss of or damage to the Buyer’s Products and the Buyer’s Products remain at all times (including during transportation, storage and handling) at the Buyer’s risk.
    • It is the Buyer’s responsibility to ensure that the Buyer’s Products are suitably insured from the time of delivery.
    • Any objection to Asquan invoice must be received within eight (8) days after the invoice date.
    • The Buyer’s right to possession of the Goods shall terminate immediately if:
  • the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or the Buyer suffers a circumstance which would allow any of those events to occur; or
  • the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other Contract between the Seller and the Buyer, or is unable to pay its debts, or the Buyer ceases to trade; or
  • the Buyer encumbers or in any way charges any of the Goods.

6. PAYMENT

  • Unless otherwise amended by a Director of Asquan in writing and subject to condition 6.3., payment of the balance due indicated on the reverse of this document shall be due on the date indicated on the reverse of this document.
  • Time for payment shall be of the essence.
  • No payment shall be deemed to have been received until Asquan has received cleared funds.
  • For avoidance of doubt, any wire transfer fee, bank processing fee, or other fee and applicable tax pertaining to the rendering of payment shall be borne by the Client.
  • The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Asquan to the Buyer.
  • All payments payable to Asquan under the Contract shall become due immediately on its termination despite any other provision.
  • Failure of the Buyer to pay Asquan any sum due pursuant to the Contract shall result in:
  • All amounts payable by operation of law and without notice of default being required yielding an annual interest equal to 5% and moreover being increased with administrative charges determined at 10% of the total invoice amount payable. Costs arising from unpaid bills of exchange or cheques and other collection costs are not included in such fixed damages and are charged separately.
  • Asquan having the right, without notice of default being required, to consider the existing agreements wholly or partly as terminated at the expense of the Buyer or to suspend wholly or partly the performance thereof.
  • The obligations to pay on the side of the buyer are not suspended by the submission of an even evidently founded complaint about the already delivered goods.

7. DAMAGE REPORT

  • Damage to the Goods must be reported in writing immediately. Damage claims may only be dealt with if the following conditions are adhered to:
  • Visible damage must be reported on the delivery slip no later than at the time of delivery.
  • Invisible damage must be reported in writing, within five (5) working days of the delivery date.
  • General comments such as ‘not checked’ or ‘provisionally’ are not accepted.
    • If the above conditions have not been met, any damage is regarded as having occurred after delivery.

8. CLAIMS

  • In case the products delivered are defective or not conform to Contract specifications, the Buyer has the right to request remedies, within thirty (30) days of delivery, provided that:
  • The Buyer has conducted an inspection at its own expense at the site of delivery that shows the defects or non-conformity;
  • Asquan accepts in full the inspection and the claim raised. Acceptance by Asquan shall not be withheld unreasonably.
    • Should Asquan not accept in whole or in part the claim, it shall appoint an agreed third-party certified inspection auditor at its cost, to conduct another inspection, whose result shall be final.
    • Asquan shall not be liable to any quality claim if:
  • the Buyer makes any further use of such Goods after giving such notice; or
  • the defect arises because the Buyer failed to follow Asquan’s oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice; or
  • the Buyer alters or repairs such Goods without the written consent of Asquan; or
  • the defect arises from the Buyer’s use of any input material.
  • Asquan is not given a reasonable opportunity after receiving the notice of defects to examine such Goods, or the Buyer (if asked to do so by Asquan) refuses to returns such Goods to Asquan’s place of business (at Asquan’s cost) for the examination to take place there.
    • Subject to conditions 8.3., if any of the Goods are deemed to be defective Asquan shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Asquan so requests, the Buyer shall, at Asquan’s expense, return the Goods or the part of such Goods which is defective to Asquan. Asquan reserves the right to claim ownership of any Goods replaced.
    • If Asquan complies with condition 8.4. it shall have no further liability in respect of such Goods.
    • Neither normal features in the moulded plastic nor normal wear and tear shall constitute a defect in material or workmanship.

9. GOVERNING LAW AND JURISDICTION

  • This Contract shall be governed by and construed in accordance with laws of the jurisdiction where the Asquan legal entity invoicing the Buyer is registered.
  • In the event that any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) cannot be resolved in an amicable way, the parties submit to the exclusive jurisdiction of the courts of Asquan legal entity referenced in these T&C, the issue of bills of exchange does not affect the competence. The language of the proceedings shall be English.

10. MISCELANEAOUS

  • Asquan reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Asquan including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
  • Asquan shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to omissions or failure to act on the part of the Buyer or its agents or employees, including failure of the Buyer to settle the proforma invoices or invoices raised by Asquan.
  • Any waiver by Asquan of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
  • Each right or remedy of Asquan under the Contract is without prejudice to any other right or remedy of Asquan whether under the Contract or not.
  • If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
  • Failure or delay by Asquan in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

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