1. DEFINITIONS
1.1 "Buyer" means the person(s), firm
or company, which agrees to buy Goods from Tripper.
1.2 "Purchase Order (PO)" means the written offer of the Buyer to buy Goods from Tripper.
1.3 "Goods" means the Goods Tripper agrees to supply to the Buyer in relation to thePO .
1.4 "Tripper" means the Seller of the Goods, i.e. Tripper Inc. or PT Tripper Nature*).
1.5 "Order Confirmation" means the written notice from Tripper to the Buyer indicating acceptance of the Buyer'sPO .
1.2 "Purchase Order (PO)" means the written offer of the Buyer to buy Goods from Tripper.
1.3 "Goods" means the Goods Tripper agrees to supply to the Buyer in relation to the
1.4 "Tripper" means the Seller of the Goods, i.e. Tripper Inc. or PT Tripper Nature*).
1.5 "Order Confirmation" means the written notice from Tripper to the Buyer indicating acceptance of the Buyer's
1.6 "Shipment" means the Goods physically
leaving Tripper premises by means of a Third Party or the Buyer.
1.7 "Delivery" means the Buyer
physically receiving the Goods (FOB port, CFR port, ex-warehouse or DDP Buyer's
address).
2. PRICE QUOTATIONS, PURCHASE ORDER, ACCEPTANCE AND ORDER CONFIRMATION
2.1 Price quotations for Goods made by Tripper are an invitation to the Buyer to issue a
2.2 Price quotations are valid for a period of fifteen (15) days from the date of issuance.
2.3 By issuing a
2.4 Before accepting a
2.5 A PO is not
binding until its written acceptance by Tripper, in the form of an Order
Confirmation.
3. GOODS, DELIVERY AND SHIPMENT
3. GOODS, DELIVERY AND SHIPMENT
3.1 The Goods are delivered as set out in the PO,
accepted by Tripper to the address specified by the Buyer in the PO .
3.2 The Goods are in conformity with Tripper's
standard product specification(s), unless otherwise stated in the PO .
3.3 The Buyer may refuse delivery if the Goods
are not delivered in accordance with Condition 3.1 or 3.2. If Delivery of the
Goods is not possible for any other reason, the Buyer will be charged for the
costs of shipping from Tripper's warehouse to the Buyer's address and back, as
well as for other related costs.
3.4 Until fifteen (15) days after acceptance of
the PO the Buyer may make changes (alterations
or reductions) and/or cancellations, provided the Goods have not yet shipped.
If changes and/or cancellations are made later, Tripper may retain deposits
and/or charge the Buyer for all or a portion of the Goods ordered.
3.5 Until fifteen (15) days after confirmation of
the order, the Buyer may postpone Shipment, provided the Goods have not yet shipped.
If the Buyer postpones Shipment more than one month after the Order
Confirmation was issued, Tripper will increase the Price of the Goods by 2% per
month, starting from the shipment date mentioned in the PO
and/or Order Confirmation.
4. PRICES
4. PRICES
4.1 Prices and currencies for the Goods will be
set out in the Order Confirmation. All prices exclude freight and pallet
charges, unless otherwise stated. Discounts relate only to the delivery
specifically mentioned in that Order Confirmation.
4.2 Since Prices of Goods may fluctuate due to
external factors, such as raw material prices, freight costs and exchange rate
IDR/USD, Tripper reserves the right to change Prices accordingly. Tripper will
notify the Buyer of such changes. In the case of Price increase, the Buyer may
cancel the PO by giving notice to Tripper, which must be received within eight
(8) days of the Price increase notification (see also Condition 8).
4.3 Prices are excluding sales tax. Any other
taxes, duties, levies or fees imposed after Delivery of the Goods (see
Condition 6.2) will be on the Buyer, unless the Buyer has provided Tripper with
an appropriate resale or exemption certificate.
5. INVOICE, PAYMENT AND CREDIT
5.1 Tripper invoices the Buyer upon shipment of
the Goods. Any complaint with respect to the Invoice must be notified to
Tripper within eight (8) days after the date of Invoice. Thereafter the Buyer
shall be deemed to have approved the Invoice.
5.2 Payment shall be made on the basis of net
cash and should be received by Tripper on or before the due date. The Buyer
must pay in full, without any set-off, restriction or condition and regardless
of counterclaim. Tripper will charge 1.5% interest per month from the due date
on any outstanding sums and may suspend deliveries of the Goods until the
outstanding amount has been received and reserves the right to change the
credit terms to prepayment indefinitely.
5.3 Tripper prefers Payment by Money Order, Company Check or Personal Check. If Payment by Money Order, Company Check or Personal Check is received in Tripper's bank account on or before the day of shipment of the Goods Tripper will give a 5% discount, which the Buyer may deduct from the related PO, or credit against the next PO.
5.3 Tripper prefers Payment by Money Order, Company Check or Personal Check. If Payment by Money Order, Company Check or Personal Check is received in Tripper's bank account on or before the day of shipment of the Goods Tripper will give a 5% discount, which the Buyer may deduct from the related PO, or credit against the next PO.
5.4 Tripper accepts prepayment by Visa,
MasterCard or American Express. Credit Card transactions are free of charge
when paid on or before the day of Delivery of the Goods, otherwise a 3% service
charge shall apply to the total sum of the Invoice.
5.5 The Buyer can apply for credit terms by
authorizing Tripper the release of bank information. If a credit facility is
offered, Payment must reach Tripper on or before the due date, i.e. thirty (30)
days after the Invoice date, unless stated otherwise in the Order Confirmation.
If credit was granted and is paid by Credit Card a 3% service charge shall be
added to the total sum of the Invoice (cf. Condition 5.4).
5.6 All costs, charges and expenses incurred by
Tripper in recovering any debt shall be paid by the Buyer. If a Payment made by
Check is denied for insufficient funds, the Buyer shall be liable for all costs
incurred by Tripper. Tripper will charge the Buyer $25 USD for each NSF check
returned and will change the credit terms to prepayment indefinitely.
5.7 Registered at the Published Credit Reporting
Agency, Tripper has the right to submit delinquent accounts reports. Late
Payment may affect the Buyer's credit rating.
6. CANCELLATION, TITLE AND RISK
6.1 In case of wrongful non-acceptance or
rejection of Goods or cancellation of a PO ,
Tripper is entitled to recover from the Buyer at least 50% of the Price of such
Goods, unless Conditions 3.3, 3.4 or 4.2 apply.
6.2 Risk liability will pass to the Buyer at the
moment of Delivery of the Goods as stated in the PO
(see also Condition 4.3).
6.3 Goods will remain the property of Tripper
until the Price of such Goods has been paid in full, notwithstanding Condition
4.3.
7. LIABILITY
7.1 This Condition is in addition to and does not
affect a Buyer's rights in relation to defective Goods given by law.
7.2 Care is taken to ensure that Goods leave
Tripper premises in the condition required by the PO .
The Buyer will inspect and count the Goods upon receipt. Any damage or missing
items, or non-compliance with Condition 3.2, must be noted on the delivery
receipt, as well as reported to Tripper within five (5) working days, otherwise
the liability is on the Buyer and no credit can be given nor returns accepted.
7.3 The Buyer can request an additional ten (10)
working days to allow for further quality compliance checks. Complaints
thereafter are inadmissible and the liability is on the Buyer and no credit can
be given nor returns accepted.
7.4 The Buyer is required to provide proof of
damage or non-compliance to Tripper and prepare the Goods in the original
carton for pick-up/return for inspection by Tripper within five (5) working
days after the Buyer notified Tripper the refusal of Goods. If damage or loss
is due to the fault of Tripper, damaged or defective Goods will be replaced
free of charge. If replacement is not possible or required, the Buyer will be
refunded, unless instructions as to the handling or storage of the Goods at the
Buyer's premises have not been complied with.
7.5 Tripper assumes liability for quality
deficiencies of the Goods. Apart from said quality deficiencies, Tripper will
be under no liability whatsoever to the Buyer for any direct, indirect or
consequential economic or financial loss in connection with any PO .
8. FORCE MAJEURE
In the event of circumstances beyond the
reasonable control and contemplation of Tripper, Tripper will not be liable to
the Buyer for failure or delay in performance and completion as set out in the PO . Tripper claims the right to a reasonable time
extension for performing the obligations in the following situations: natural
disasters, war, fire, explosion, acts of terror, governmental action, strikes,
riots, violent disorder, exchange rate fluctuations, transportation shortages,
harvest failures or delays in deliveries from suppliers. Both the Buyer and
Tripper can terminate the agreement for sale without compensation if delay in
performance exceeds two months.
9. TERMINATION
9.1 Tripper may by written notice terminate the PO if the Buyer is in material breach of the contract or
enters into insolvency, bankruptcy, etc. Failure to pay any sums due is a
material breach and not capable of remedy.
9.2 The termination of the Contract is without
prejudice to the rights, duties and liability of either the Buyer or Tripper
accrued prior to termination. The conditions, which have effect after
termination, will continue to be in force despite termination.
10. GENERAL
10.1 Save as set out in the PO ,
these Terms and Conditions may only be varied or amended in writing by Tripper.
10.2 The Order Confirmation, in conjunction with
these Terms and Conditions, contain the terms Tripper and the Buyer have agreed
to in relation to the Goods and supersedes any prior written or oral
agreements, representations or understandings.
*) JIS. Plasa Metro Pondok Indah Kav. UA 24-27
PT JAVA INDONESIA
SPICES Indonesia
