overall conditions of sale

1. Purchase orders made to the company Kartago America Inc. are filled subject to the acceptance by the buyer of the here-under stated conditions. All terms and conditions contrary which are likely to appear on the purchase orders originating from the buyer or his representative are null and void.
2. Unless otherwise specified on the invoice, our merchandise is sold EXW New Jersey warehouse.
3. Our merchandise shall continue to be the exclusive property of our company until the agreed-upon price has been fully paid.
4. Purchase orders could be notified to our company by e-mail or fax, or through one of our representatives. Purchase orders addressed to our representatives are taken into consideration only after their confirmation by us has been notified to said representatives. A purchase order becomes perfectly acceptable only after examination of customary references which we may feel entitled to request from the buyer and after notification by us to said buyer of the confirmation of said purchase order.
5. Any purchase order received by us becomes final by the simple fact of its confirmation by us. Such purchase order cannot be canceled, interrupted, or suspended by the buyer for whatever reason, without our agreement at the risk of being liable for damages under the terms laid down in the present overall conditions of sale.
6. In the event of a cancellation (total or partial) of a purchase order at the initiative of a buyer, said buyer would be committed to pay to our company by way of compensation, a sum equal to 50% of the amount of the canceled purchase order.
7. The delivery dates provided by our company to the buyer are not binding. They are presented for information only. In case of absolute necessity, our company is free from all responsibility related to dates of delivery of merchandise. It is therefore entitled, if such course of action is deemed suitable, to suspend or cancel purchase orders which were being processed without any compensation. Notably, cases of absolute necessity include situations of strikes, war, fire, flood, drought, breakage of machines or their rendering inoperative, lack or interruption of transportation services, and any other causes that may hinder or halt delivery of our merchandise or that of our suppliers.
8. Upon arrival of the merchandise to its destination, the buyer must ensure that the delivery complies with the purchase order. In case of discrepancy, claims which are likely to follow, in order to be admissible, must be directed to us by writing under the following conditions:
   – In the case of sale EXW New Jersey warehouse, the buyer must, if he finds it necessary, carry out any expert valuation of the merchandise within the prescribed time. A lack of fulfillment of this formality by the buyer, within the prescribed time, is deemed a final acceptance of the merchandise, which renders non-invocable any future claim against our company.
   – In the case when the agreed-upon mode of delivery is other than EXW New Jersey warehouse, the buyer must, if he finds it necessary, carry out any expert valuation of the merchandise at the latest within the three (03) days following the date of arrival of such merchandise to its destination. The appraisal of the merchandise must be performed by a qualified judicial expert.
   – In any case, the contention arising from a matter related to the conformity of the merchandise that has been sold must be duly notified to our company no later than within the three (03) days following the arrival of the merchandise to its port of destination.
   – Our company reserves the right to make a counter valuation whenever it deems it necessary.
9. The buyer acknowledges expressly the fact that our merchandise is perishable. We recommend shipping and storing product between 40 – 45 °F. The buyer commits himself, under his entire responsibility and as from the date he takes possession of such merchandise, to take all necessary measures in order to preserve it in the best possible conditions. Kartago America Inc. cannot be held responsible for any issues resulting from the buyer’s negligence.
10. Our sales are firm, but in a particular instance when our company would accept, exceptionally, the taking back of some merchandise after its delivery, the buyer bears the cost for the return of the merchandise to our New Jersey warehouse or its transportation to the destination which will be made known to the buyer by us. Furthermore, in this instance, the buyer bears the cost of a penalty calculated on the basis of 15% of the invoiced amount.
11. The payment of the price of the merchandise must be made in accordance with the terms of payment and within the prescribed time as stated in the invoice. The issuance of bills payable becomes payment only after actual collection of the amounts therein stated. Failing payment within the agreed time, the buyer bears, in addition to the cost pertaining to the claim