(c) The Buyer may also terminate the Order, in whole or in part, for its own convenience, in which case the Seller is entitled, but only to a reasonable amount that does not reasonably spend its verified direct costs and necessarily for third parties in accordance with the delivery dates corresponding to the Materials and Works prior to termination (less salvage value and any other) or is related to third parties B. Claim by the Seller Amounts). The payment required under the preceding sentence constitutes the sole and exclusive responsibility and obligation of the Buyer with regard to the cancellation of an order. 6.1.3 recover from the Supplier all costs incurred by the Customer for the purchase of substitute goods and/or services from third parties; Supplier: means the person or company from which the Customer purchases the goods and/or services. 2. Price. All order prices are final. The Buyer does not acknowledge receipt of any written confirmation with price changes until an order modification has been made and made available to the Seller. The buyer is not obliged to pay and does not process the payment of invoices that do not correspond to the price indicated in the corresponding order. The Seller guarantees that the prices and conditions under which it provides products and services to the Buyer are not less favourable than those offered to other Customers who purchase in similar quantities. The seller undertakes to reduce the price immediately if he charges a lower price to a customer who buys in similar quantities.
The Buyer reserves the right to make changes to the Order or any part thereof at any time upon written notice to the Seller. Any change or modification of the items, specifications, conditions, conditions and prices listed in the order is not binding on the buyer, unless the seller and the buyer have expressly agreed in writing. NOTE: The purchase of products or services by the buyer is expressly limited and subject to these terms and conditions. These General Terms and Conditions are incorporated into any order issued by the Buyer and become an integral part of this Order. Any acceptance of the Buyer`s offer is expressly limited to acceptance of these General Terms and Conditions. The Buyer expressly objects to any additional or deviating conditions proposed by the Seller. No general terms and conditions of the Seller shall form part of the agreement of the parties or modify these Terms and Conditions, even if signed by a representative of the Seller, and no performance, course of business or business practice shall be deemed a change or waiver of these Terms and Conditions. By accepting an order from the Buyer, issuing an order confirmation or confirmation, or beginning the execution of the Buyer`s order, the Seller accepts and accepts these Terms and Conditions. Seller acknowledges that these Terms and Conditions apply to all purchases made by Buyer and its affiliates. 2.3 These general terms and conditions apply to the contract to the exclusion of any other conditions that the supplier wishes to impose or incorporate or that are implied by trade, customs, commercial practices or transactions. (b) If Seller`s costs are reduced due to changes, Seller will reduce the order price to reflect all such quantifiable cost savings, whether direct or indirect.
14.5 The Supplier shall not be liable to the Customer or the Reseller or to breach these Terms and Conditions due to a delay in the performance or non-performance of any of the Supplier`s obligations if the delay or omission is due to a cause beyond the reasonable control of the Supplier. (b) In addition to all rights and remedies available under the Unified Commercial Code and/or other applicable laws, if Seller breaches any warranty, Buyer may, at its option and in addition to any rights or remedies available to it: (i) return such items to Seller at Seller`s own risk and expense; (ii) require Seller, at its own expense, to replace or correct such items without undue delay; (iii) request a refund of all amounts paid for returned items until the new delivery; (iv) provide coverage by purchasing or manufacturing similar items or repairing such items at Seller`s expense; and/or (v) accept or retain non-conforming items and reduce their price fairly. In addition, the Seller will reimburse the Buyer for all direct and indirect costs, expenses and 5. Shipping costs; Direct. All shipping and handling charges are included in the price. Seller shall package, mark and ship the Products in accordance with Seller`s usual business practices and specifications in a manner that avoids transport damage and is clearly marked as intended for Buyer. Unless otherwise stated on the order, all purchases are for resale and no sales or use tax is charged. The Seller is responsible for obtaining all necessary certifications from the Buyer. Any sales or use tax or other tax levied by seller will be listed on a separate item on the invoice. 6.3 The Supplier reserves the right, by written notification to the Customer or reseller, to increase the price of the Goods and/or Services at any time prior to delivery or supply in order to reflect an increase in costs for the Supplier due to a factor beyond the Supplier`s control (including, but not limited to, exchange rate fluctuations, monetary regulations, customs changes, significant increases in labor, material or other manufacturing costs), any change in delivery dates, quantities or specifications of goods and services requested by the customer or reseller, or any delay caused by the customer`s or reseller`s instructions or the customer`s or reseller`s failure to provide information or instructions adequate to the supplier. “Contract” means the Order issued by the Buyer (including the ancillary documents provided by the Buyer) and these Terms and Conditions. In case of opposition, the general conditions prevail over the other documents contained in the contract.
7.4 The Supplier is not obliged to accept orders from Customers or Resellers or Buyers who have not provided the Supplier with references satisfactory to the Supplier. If, at any time, the Supplier is not satisfied with the creditworthiness of the Customer or the Reseller, it may inform the Customer or the Reseller in writing that no further credit will be granted to the Customer or the Reseller, in which case no other goods or services will be delivered or made available to the Customer or the Reseller, except against payment in cash and notwithstanding subclause 7.2 of these Terms, all amounts due by the Customer or reseller to the Supplier shall be payable immediately in cash. 13. Assignment. The Seller may not assign, delegate or subcontract its performance under an order from the Buyer or these Terms and Conditions without the prior written consent of the Buyer, which the Buyer may refuse at its sole discretion. 1.2 The Agreement applies to the exclusion of any other condition in which such an offer is accepted or allegedly accepted by the Customer or Reseller, or such an order is or is allegedly placed. Services: means the Services, including all services to be provided by the Supplier under the Agreement in accordance with the Specifications. With the exception of Buyer`s affiliates, no one other than a party to this Agreement shall have the right to enforce any of its terms.
(b) Buyer reserves the right to cancel the Order in whole or in part without liability to Seller if Seller: (i) rejects or violates any of the terms of the Order or these Terms and Conditions; (ii) does not provide services or deliver the products specified by the Buyer; or (iii) makes no progress in jeopardizing the correct and timely performance of the Services or delivery of the Products, and Seller will not correct such failure within three (3) days (or a shorter period of time if the circumstances are commercially reasonable) of receipt of notice from Buyer indicating such failure or breach. . . .