http://www.uponor.ua/general/purchase-conditions.
aspx
GENERAL TERMS AND CONDITIONS OF PURCHASE (условия поставки)
GENERAL
1. PRICE
The price for the Goods shall be the price stated in the specific written agreement between the parties or
in the Order, as applicable. The price shall be fixed for the duration of the Contract. The price shall
include all taxes, excluding value added tax.
2. WARRANTY
Supplier warrants that the Goods shall in every respect comply with any description, samples, drawings,
plans and specifications referred to in the Contract and shall be free from defects in design, materials and
workmanship, and the Goods shall be of satisfactory quality and fit and functioning for their particular
purpose for a period of twelve (12) years from the delivery of Product to Buyer’s customer whether by
Buyer or directly by Supplier.
3. PACKAGE
The Goods shall be properly packed, secured, marked (and in accordance with Buyer’s instructions if
such are issued) and despatched by Supplier at its expense so that they arrive in good condition and
unharmed at the time and place of delivery specified in the Contract. The packing and the package
materials are included in the price. Unless otherwise stated in the Order, Buyer shall have no obligation to
return packages or package materials.
4. DELIVERY
Time is of essence in all deliveries under the Contract. Unless otherwise agreed, the time of delivery is 30
days from the date the Contract was concluded, and the term of delivery is DDP, Buyer’s location
(Incoterms 2000). Supplier shall inform Buyer immediately of any likely delay and the new delivery date.
5.QUALITY CONTROL AND CODE OF CONDUCT
Supplier will maintain an inspection and quality system acceptable to Buyer and in reliance upon such
system, Buyer may reduce its incoming inspection procedures. In any case, Buyer has the right but no
obligation to inspect the Goods. Supplier agrees to maintain authenticated inspection and test results for a
period of ten (10) years after the expiration of the Contract. Upon request, Supplier shall identify in
writing the country of origin of the Goods.
6. REJECTION OF DELIVERY
In the event Buyer determines that the Goods do not conform to the Contract or are otherwise defective,
Buyer shall have the right to reject the Goods, in whole or in part, regardless of whether the Goods have
been paid for.
7. RISK AND PROPERTY
Title to the Goods and risk of loss shall pass to Buyer upon the delivery.
8. PAYMENT
The payment term is sixty (60) days from the latter of (a) delivery in full of the Goods in conformity with
the Contract, or (b) receipt of invoice by the Buyer. Unless otherwise agreed, the invoice shall become
payable only after the whole delivery has taken place. If the delivery is not in conformity with the
Contract, Buyer is entitled to postpone payment until Supplier has provided full remedy or the matter is
otherwise finally settled.
9. INDEMNITY
Supplier shall defend, indemnify and hold Buyer and its Affiliates harmless from and against all claims,
liability, damages (including indirect, consequential, special, punitive and exemplary damages), loss,
costs and expense (including legal expenses) claimed from, incurred or paid by or made, brought or
awarded against Buyer.
10. EARLY TERMINATION
Buyer may, upon giving Supplier reasonable prior written notice, terminate all or any part of the Contract
without cause. Such termination shall be effective on the date stated in the notice.
11. CONFIDENTIALITY
Supplier undertakes to keep secret all confidential information and business secrets disclosed by Buyer as
well as price paid by the Buyer for the Goods and not to use the same for any other purpose than for the
completion of the Contract. This undertaking survives the termination of the Contract.
12. GOVERNING LAW AND DISPUTES
The Contract shall be governed by and construed in accordance with the laws of the country where Buyer
has registered place of business.
