Terms & Conditions of Purchase
1.1 The following terms and conditions are to be read in conjunction with the quote/contract relevant to the project. If there are any contradiction between this document and the quote/contract/contract it is up to the customer to question which takes precedence. If this is not done at the time of signing the contract then the decision will fall upon SPC Power Solution to choose. Unless otherwise stated in the quote/contract the transformers is prepared based on SPC Power Solution specification and respective IEC standards.
2.1 The scope of supply is defined within the quote/contract and takes precedence over this section, unless otherwise stated the following can be expected;
- Complete Design and Manufacturing of transformers as per attached specification,
- Factory Acceptance Routine Tests per IEC 60076
- EXW at SPC Power Solutions nominated supplier
- Packing as per our standard for truck or seaworthy transport
- All related Taxes, Duties and Permits in country of origin
2.2 Unless clearly stated within the quote/contract the below is not considered as in the scope of supply:
- Transport to Site & Insurance
- Any site works or supervision of Installation, Commissioning and Site tests
- Spare Parts, Special Tools
- Oil Filling at Site
- Type and Special Tests
- On-site or in-house training
- Any Third Party Inspection for factory acceptance or hold point
- Taxes and Duties or any cost payable at destination country
- Any and all kind of permits, licenses, authorizations etc. required to import the material into destination country
- Any other materials, works and costs of any nature whatsoever which are not mentioned in this offer
- Any and all kind of bonds (bid, advance payment, performance), securities, deposits L/C charges or any bank charges outside of Turkey
2.3 Item or work not expressly referred to therein shall be charged separately.
2.4 In case of revision of quantity or scope of the equipment and/or any special requirement not mentioned herein, SPC POWER SOLUTIONS has right to revise its offer.
3.1 The taxes, duties or any other levies implied on scope of supplies and services outside the country of manufacture of SPC Power Solutions chosen supplier are not included in our offer. These taxes, duties or any other levies, such as but not limited to import duties, import VAT, VAT (if any), income taxes, withholding tax (if any) shall be borne and paid by the Customer.
3.2 Our prices are based on the conditions expressed herein the Quote/contract and the technical parts associated. All prices are expressed in GBP, Exwork country of manufacture of SPC Power Solutions chosen supplier, nett , without VAT
3.3 All prices are valid for a total order of all items together, with the quantities mentioned within the designated validation period (see section 4). In case of any partial order, SPC POWER SOLUTIONS shall revise prices and conditions.
3.4 SPC Power Solution have the right to claim any extra cost due to change in law/regulation during the contract stage.
4.1 Any additional requirement which has not been mentioned within the quote/contract will be mutually agreed and priced separately.
5.1 Our offer will remain valid for the duration stated within the quote starting from the offer date.
5.2 We reserve the right to revise our offer in case of any extension on validity of our offer.
6 PAYMENT TERMS
6.1 Payment of the purchase order / contract price shall be in accordance with the requirements stated within the quote/contract, if none are stated the following terms and condition will apply as default;
- 30% of Contract Price as advance payment within 14 days after receipt of our acknowledgement of order and request for down payment,
- 70% balance Contract Price before delivery or readiness to deliver, in case we cannot deliver due to reasons beyond our control, within 30 days after receipt of our request for payment.
6.2 Except of advance payments all payments shall be payable out of an irrevocable, divisible Letter of Credit (L/C) at sight, opened in our favour by the customer’s bank and confirmed unconditionally by a first-class bank in the UK, which shall allow partly deliveries and shall be payable in UK against presentation of the following documents:
- Commercial Invoice
- Packing List
- Certificate of Origin
- Respective Factory Test Reports
6.3 The Letter of Credit shall be opened within three weeks after receipt of our acknowledgment of the Order at the latest and shall be valid until 2 (two) months after the agreed delivery date. All costs, fees and charges arising in Destination country in connection with the letter of credit shall be borne by the customer.
6.4 In case the Customer fails to make the payment based upon above mentioned periods, a default interest by 3% (three percent) per week over the unpaid amount in GBP currency shall be paid by the Customer without need of sending any previous notification, warning so on. Default interest and the VAT shall be invoiced separately.
6.5 SPC POWER SOLUTIONS reserves the right to withhold any goods and/or services not provided in accordance with the payment terms.
7.1 The terms and conditions of the delivery shall comply with the rules of INCOTERMS 2010.
7.2 In case of customer’s performance of its Contractual obligations in due time and a due diligent manner, the transformers will be ready for factory tests, within the above given schedule, starting from the Contract coming into force.
7.3 Any and all drawings, calculations, documents, information etc. submitted by SPC POWER SOLUTIONS, shall be approved by the customer within 10 days latest, with written approval, from the date of submission. Otherwise SPC POWER SOLUTIONS shall be entitled to adjust the scheduled delivery date accordingly.
7.4 The customer should take the delivery of the Goods (or give release for dispatch if the shipment is to be organised by the SPC POWER SOLUTIONS) within maximum 10 days after the SPC POWER SOLUTIONS’s notification of readiness for delivery. Otherwise SPC POWER SOLUTIONS shall be entitled to store the Goods at customer’s risk and cost, issue the final invoice, receive the full payment, charge all penalties and charges that may be applied by Government for delaying the exportation and all other risks, expenses and costs related to inconveniences that may be caused due to such delays.
8.1 Unless specified in the quote/contract, the equipment to be supplied in accordance with the technical part of the quote/contract shall be guaranteed for a period of 12 months commencing upon completion of the factory acceptance tests, but in no case whatsoever longer than for a period of 18 months from notification of readiness to dispatch the equipment.
8.2 The warranty as set out under Article 7 shall not be applied to the following issues:
- Damages or defects, which result from behaviour, operation & maintenance and service not in accordance with the instructions of SPC POWER SOLUTIONS’s supervising staff and/or the operation manuals and/or any other relevant instruction books supplied by SPC POWER SOLUTIONS; or
- Failures caused by negligence of the user, corruption and failures due to lack of control and maintenance, servicing of the products specified in the contract by the Customer or by third parties under conditions not previously approved in writing by SPC POWER SOLUTIONS
- Any failure or damages that may be arisen due to transport performed by the Customer
8.3 The warranty ends automatically for the sold products when any modification or repair is done under control of the Customer without any written approval of the SPC POWER SOLUTIONS.
8.4 The parts replaced with the new ones as free of charge shall be returned to the SPC POWER SOLUTIONS. Supplying consumable materials is not covered by the warranty.
9 LIQUIDATED DAMAGES & LIABILITIES
9.1 In case of any failure to achieve the contractual delivery and/or completion dates, calculated from the Contract Date, the Customer shall be entitled to claim liquidated damages from SPC POWER SOLUTIONS at an average rate of 0.3% of the Contract Price between SPC and the Customer of the delayed item per calendar week in delay. The aggregate LDs for delay shall be limited to 5% of the total Contract Price.
9.2 SPC POWER SOLUTIONS's liability and responsibility is limited to the situations mentioned in this scope thus except the liabilities and responsibilities as defined in the contract, SPC POWER SOLUTIONS shall not be held responsible or liable for any direct, indirect, special or consequential loss & damages including but not limited to loss of income, production and power loss, increase in investment or business interruption and replacement costs and damages etc.
10.1 If not clearly stated in the quote/contract then site services is not in SPC POWER SOLUTIONS scope of supply and we assume it is under full responsibility of the Customer. However, depending on the agreed scope of services, SPC POWER SOLUTIONS may supervise the erection of and/or commission the machinery and equipment supplied by under this offer by appropriate personnel.
10.2 Our extra daily charge for one supervisor will be 1000 GBP (unless agreed otherwise) for 8 hours in weekdays. Any work at weekends to be charged at 150% of normal rate.
10.3 The Customer shall make available and provide free of charge (including consumption/ usage) to SPC POWER SOLUTIONS’s Engineers:
- Adequate accommodation, catering and medical treatment,
- Adequate crane for assembling of accessories,
- Oil treatment machine, testing devices with calibration certificates and all equipment and tools according to client’s transformer specifications for Installation, Testing and commissioning required at site.
- Skilled manpower during the site activities,
- Safety personnel at site during site activities and Life and health insurance of SPC POWER SOLUTIONS supervisor
- Electricity, water, heating as required at erection site and place of accommodation,
- Accommodation expenses and round-trip air freight charges as well as local travelling shall be provided by the customer.
11 FACTORY ACCEPTANCE TESTS, TYPE TESTS AND SPECIAL TESTS
11.1 All the transformers are completely routine tested only in our suppliers accredited test laboratories as per TS EN ISO/IEC 17025:2012 as a standard part of the manufacturing process.
11.2 If representative from the customer shall attend the inspection and testing for transformers, all the expenses for travel, accommodation, visa, etc. of the representatives in connection with the inspection, shall be borne by the customer.
11.3 In case of request for witness tests in the factory, this should be indicated in the Purchase Order. If witness tests are required in a date later than the Purchase Order placement, extra delivery time might be considered depending on the availability of the Laboratory at the time.
11.4 Only the routine tests according to IEC 60076 shall be performed and included in our prices. Type, special and site tests are not included in our offer. In case of request they can be performed against an extra cost.
12 TECHNICAL / COMMERCIAL NOTES
12.1 Generally, our offer includes design, manufacturing, engineering, routine tests, packing and delivery of transformers as mentioned above. Any equipment and/or services other than these such as cables, cable works, annunciator panel, circuit breakers, DC distribution panels, batteries, battery chargers, switchgears, fire detection, civil works, supervision for site tests & commissioning, training etc. are out of SCOPE.
13 OTHER TERMS AND CONDITIONS
13.1 Our offer, is fully based on the terms and conditions specified above and within the quote/contract. Any other terms and conditions or specifications not named hereunder or within the quote/contract are expressly excluded and are not included in our offer.
13.2 Any other terms and conditions shall be asked to consider are subject to the written and express acceptance of the SPC POWER SOLUTIONS.