All contrary or inconsistent terms in any form submitted by the BUYER are rejected, and acceptance is expressly made conditional on the terms set forth herein. If the preceding portion of this document is labeled ‘Order Confirmation,’ then this document serves as an acknowledgment of your order by BRIGHT WATER and confirms BRIGHT WATER’s willingness to sell the Product ordered, but only upon the terms and conditions of sale set forth herein. Any pricing or quantity discrepancies on an Order Confirmation must be brought to BRIGHT WATER’s attention within five (5) days after receiving the Order Confirmation, or such discrepancies will be deemed accepted changes to the terms of the purchase order. If the preceding portion of this document is labeled ‘Invoice’ or ‘Invoice No.,’ then this document acknowledges receipt of your order by BRIGHT WATER and confirms that the sale of the Product evidenced by the invoice is expressly conditioned on your acceptance of the terms and conditions of sale set forth herein. In the event your purchase order is deemed to be an offer (rather than an acceptance of BRIGHT WATER’s prior offer), BRIGHT WATER’s acceptance of your offer is expressly conditioned on your agreement to the terms and conditions of sale set forth in this document. By accepting the product that is the subject of the purchase order (‘Product’), you shall be deemed to have agreed to such terms and conditions. BRIGHT WATER hereby objects to any additional or different terms set forth in any purchase order or similar document that you may issue. If you do not receive or cannot read these terms and conditions, please call BRIGHT WATER at 077-9999-909 or view them on BRIGHT WATER’s website at www.brightwater.af.
Unless otherwise specifically stated on the face hereof, prices are in AFN and are based on the BUYER’s specifications, projected volumes, minimum run rates, current exchange rates, and other assumptions provided to BRIGHT WATER by the BUYER, except as changed by BRIGHT WATER’s Order Confirmation.
Unless agreed to in writing, the payment terms are as listed in the preceding portion of this document. If any invoice is not paid by the maturity date, the BUYER shall pay a penalty from the maturity date to the date of payment at the rate of 1% per month. BRIGHT WATER reserves the right to set off any amount owing from BRIGHT WATER or its Affiliates against any amount payable to BRIGHT WATER or its Affiliates from BUYER or its Affiliates, arising from this or any other transaction. For the purposes of this agreement, a party’s “Affiliate” refers to any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with such party, including but not limited to subsidiaries. Any delivery that is not in dispute must be paid for without offset, recoupment, or counterclaim, regardless of any dispute regarding other delivered goods.
BRIGHT WATER reserves a purchase money security interest in the goods sold to the BUYER and the proceeds thereof, in the amount of the purchase price. In the event of default by the BUYER in any of its obligations to BRIGHT WATER, BRIGHT WATER will have the right to repossess the Product sold hereunder without liability to the BUYER. BRIGHT WATER may file a copy of the invoice with the appropriate authorities at any time as a financing statement and/or chattel mortgage to perfect its security interest. Upon BRIGHT WATER’s request, the BUYER will execute financing statements and other instruments that BRIGHT WATER may request to perfect BRIGHT WATER’s security interest.
All shipping dates are approximate and are quoted based on the actual and timely receipt of raw materials in conformity with specifications. Partial shipments are allowed, and each shipment will be treated as a separate and independent transaction, which may be invoiced separately. Bright Water reserves the right to deliver and the Buyer shall accept up to ten percent (10%) more or less than the quantity stated in the Order. Any pricing, quantity, or quality discrepancies in the delivered goods must be brought to BRIGHT WATER’s attention within fourteen (14) days of delivery, and BRIGHT WATER will have 30 days from the date of such notice to remedy the issue. Bright Water will make good faith efforts to meet the agreed-upon shipment terms. Under no circumstances can a buyer refuse a shipment that is already in transit or at an advanced stage of progress at the time of attempted cancellation. Unless otherwise agreed in writing, all Product shipments shall be made FOB shipping point, and acceptance of shipment by a common carrier shall constitute delivery to the buyer, upon which title shall pass, subject to Bright Water’s rights as an unpaid vendor, including but not limited to stoppage in transit rights. After that, the Goods shall be at the Buyer’s risk. Goods held at the Buyer’s request at any location, for any reason, shall be at the Buyer’s sole risk and responsibility. BRIGHT WATER will make reasonable efforts to notify the BUYER of any anticipated delays. However, BRIGHT WATER will not be liable for any loss, damages, or penalties resulting from a delay in delivery when such delay is due to causes beyond the reasonable control of BRIGHT WATER, including but not limited to a Force Majeure Event as defined in paragraph 10 below. In the event of a Force Majeure Event, the delivery date will be automatically extended for a period equal to the duration of the delay.
Within fourteen (14) calendar days after receiving the goods, the BUYER shall examine them to determine if they are damaged, defective, short, or otherwise nonconforming. If any issues are identified, the BUYER must provide written notice to Bright Water. After the expiration of the 14-day period, all delivered goods will be considered accepted, whether inspected or not, and such acceptance cannot be revoked. The parties agree that the BUYER should have discovered, and will be deemed to have discovered, any grounds for revoking acceptance within thirty (30) calendar days of delivery. Furthermore, the parties agree that a reasonable time to notify Bright Water after discovery or the deadline for discovery is seven (7) calendar days thereafter. The parties also agree that the BUYER should have discovered, and will be deemed to have discovered, any breaches by Bright Water within thirty (30) calendar days after receiving the goods. A reasonable time to notify BRIGHT WATER following discovery or the deadline for discovering the breach is seven (7) calendar days thereafter.
The BUYER has the option to request changes to the product specifications, quantities, and delivery schedules by providing sufficient notice. However, it’s important to note that changes in delivery dates are not considered as part of this provision. If the BUYER wishes to make changes other than changes in delivery dates, they must submit a replacement Purchase Order. The replacement Purchase Order will not replace the original purchase order unless accepted by BRIGHT WATER, which will be confirmed by the delivery of a new Order Confirmation. If the replacement Purchase Order is accepted, any changes that result in an increase or decrease in BRIGHT WATER’s cost or the time required for the performance of any part of the work under these terms will be adjusted. The adjustment will be made in a manner that adequately compensates BRIGHT WATER for such changes in terms of prices and/or delivery schedules.
BRIGHT WATER provides a warranty for goods delivered according to agreed-upon specifications. It warrants that such goods will be manufactured in accordance with the agreed specifications and will be free from defects in Seller-supplied material and workmanship under normal use and conditions for a period of 12 months from the date of shipment (as indicated on the Ocean Bill of Lading). It’s important to note that BRIGHT WATER’s warranties do not apply to goods that require replacement due to normal wear and tear, corrosion, or erosion. These warranties are also voided if any part of the goods has been subjected to abuse, misuse, improper installation, accident, negligence, use other than as intended, or modification not specifically authorized by BRIGHT WATER. The sole remedy available under this warranty is the repair, replacement, or credit for defective parts, as stated above. This warranty is the only warranty provided by BRIGHT WATER and supersedes any other warranties, whether express or implied. This includes warranties of merchantability, non-infringement, compliance with RoHS and WEEE (and similar legislation in other countries), and fitness for a particular purpose, all of which are explicitly disclaimed.
Limitation In no event shall BRIGHT WATER be liable to the BUYER for any indirect, consequential, punitive, incidental, or special damages, or any damages whatsoever resulting from the loss of use, data, or profits, regardless of the cause and under any theory of liability, whether in contract or tort, even if BRIGHT WATER has been advised of the possibility of such damages. This includes damages resulting from the value added to the products by the BUYER, which will be considered consequential damages for the purposes of this order. Furthermore, BRIGHT WATER’s liability for a product, whether asserted as a tort claim, a contract claim, or otherwise, shall not exceed the amounts paid to BRIGHT WATER for such product. Additionally, BRIGHT WATER’s liability for all claims arising from or related to an order shall not exceed $15,000. BRIGHT WATER will not be liable for the costs of procuring substitute goods by the BUYER if such costs exceed the liability limitations described herein. These limitations of liability also extend to any damages arising from late delivery unless the cause of the late delivery is solely within BRIGHT WATER’s control. These limitations of liability apply to all liabilities that may arise from third-party claims against the BUYER. The parties acknowledge and agree that these limited remedies do not cause the agreement between the parties to fail in its essential purpose. Instead, they represent a fair and appropriate allocation of risk without which BRIGHT WATER could not provide the products ordered by the BUYER under the terms set forth in the agreement.
Both parties shall not be held responsible for any failure to perform their obligations due to a Force Majeure Event. However, the party experiencing the Force Majeure Event must provide notice to the other party as soon as reasonably practicable. The notice should specify the nature and particulars of the Force Majeure Event and the expected duration of its impact. A “Force Majeure Event” refers to unforeseen circumstances beyond a party’s control, without the party’s negligence or intentional misconduct. Examples of such events include, but are not limited to, acts by governmental authorities, acts of war, natural disasters, pandemics or other widespread diseases, strikes, boycotts, embargoes, cargo capacity or other shortages, failure of a vendor to deliver materials to BRIGHT WATER in a timely manner, riots, lockouts, labor disputes, or civil commotions.
Unless stated otherwise in the written credit memo, any credits issued by BRIGHT WATER will expire on the six-month anniversary of the date they were issued. The BUYER acknowledges and agrees that it has no right to assert any claim against BRIGHT WATER if it fails to utilize the credit within the specified period. Additionally, the BUYER releases BRIGHT WATER from any liability related to the expiration of such credits.
These terms constitute the entire agreement between the parties, superseding any previous agreements regarding the subject matter. Any changes or modifications to these terms must be made in writing and signed by a corporate officer of BRIGHT WATER and an authorized representative of the BUYER. The BUYER acknowledges that it has not relied on any warranty or representation by any person or entity other than those explicitly stated in these terms. The failure of BRIGHT WATER to enforce any of these terms, exercise any rights or options provided herein, or require performance by the BUYER of any provisions will not be considered a waiver of such provisions. In the event of a dispute that cannot be resolved between the parties, if the parties have principal places of business in Afghanistan, the courts of the Islamic Republic of Afghanistan will have exclusive jurisdiction and venue to resolve the disputes arising from or related to this document. The parties consent to the personal jurisdiction of such courts and waive any objections to venue, personal jurisdiction, inconvenience of forum, and similar doctrines. These terms will be interpreted in accordance with the substantive laws of Afghanistan. In the event of litigation concerning the enforcement or interpretation of these terms, the relationship established under this agreement, or the parties’ exchange of forms, the prevailing party will be entitled to reasonable attorney’s fees and costs.
Bright Water Manufacturing & Trading Company represents many of the world’s leading brands in PVC, U-PVC, CPVC, HDPE, PPRC PIPES and FITTINGS, RUBBER INSULATIONS, WATER HEATERS, RO SYSTEMS, CHEMICALS, HVAC SYSTEMS, SANITARY WARE, CERAMICS, CIVIL & STRUCTURAL ITEMS, ELECTRICAL ITEMS, PUMPS and many more.
Copyright © 2023. All rights reserved.
