1. General

Only the underneath General Terms of Sale apply to all offers, orders and deliveries. Alterations of these terms, or supplements made to them as well as oral arrangements only become binding for OUTSOURCINCHILE INTERNATIONAL LLC or its subsidiaries OUTSOURCINC CHILE LTDA  and OUTSOURCINC AMERICA LATINA S.A. (Hereafter OUTSOURCINC) after a written confirmation by OUTSOURCINC. The general terms of sale of the Buyer are explicitly excluded, unless agreed otherwise in writing. Orders only become binding after a written confirmation by OUTSOURCINC whereby "written" is also meant the use of printed, scanned or facsimiled signing when the Buyer accepts these General Terms.

2. Offers or quotations (hereafter offers)

All offers are made free of engagement by OUTSOURCINC, unless otherwise explicitly indicated. The price stated in the offer is based on the prices, rates, wages, taxes and other cost price factors at the time of the offer. In the event of an increase in these factors,  OUTSOURCINC is authorized to pass this on to the originally offered price, even if an agreement was already made. In such a case, the Buyer has the right to cancel the agreement. The stated delivery times are without obligations and they never apply as a deadline.The Buyer is not authorized to contact the supplier, as stated in the offers, directly in any form or by any means.

An agreement is established if the Buyer accepts the offer made by OUTSOURCINC. All responsibilities by OUTSOURCINC with regard to the preliminary phase are excluded.

3. Delivery

As soon as the goods have left the company or warehouse of OUTSOURCINC - or in case of untimely collection - have been made available for dispatch to the Buyer, all risks including the transport risks are transferred to the Buyer.

In case of exceeding of the delivery time, the Buyer will lay down, in writing, a reasonable term in which the delivery can still take place. Claims on damages because of late delivery are limited to the net invoice value of the goods that were not delivered on time, except in the case of intent or conscious recklessness on the part of OUTSOURCINC or their managers.

Force majeure, lack of raw material, strikes, unforeseen difficulties in the company or during shipping, as well as other hindrances for which OUTSOURCINC cannot be held accountable release OUTSOURCINC from their obligation to deliver for the time period during which these circumstances and the consequences thereof occur. If the agreed term is exceeded by more than two months, the Buyer and OUTSOURCINC are authorized to annul the agreement, for as far as it has not yet been executed.

If the economic life in the country of the Buyer is seriously disrupted as a result of war, civil war or similar events, OUTSOURCINC is authorized to annul the agreement, for as far as it has not yet been executed.

Resale of the delivered goods using markup and packaging material made available by the Buyer, is only permitted after prior permission from OUTSOURCINC.

4. Payment

In addition to the agreed price, the Buyer is obliged to pay the legally stipulated sales tax , VAT or any other applicable tax.

The installment dates are strictly time limited; the Buyer is in legal default if these installment dates are exceeded. If no installment date was agreed upon, the day of delivery counts as the date of payment.

In case the Buyer pays too late, the Buyer owes –without prejudice to OUTSOURCINC’s other rights -  an interest of at least 1% - per month, as well as the reasonable costs for acquiring extrajudicial settlement to be established . As soon as the Buyer is in default, OUTSOURCINC is authorized to annul the Agreement. If delivery takes place in installments,

OUTSOURCINC is also authorized to demand payment in advance for goods that still have to be delivered. In case an order is cancelled by the buyer, OUTSOURCINC may challenge the cancellation of the order and reserves the right the retain all or part of the prepayment. 

The retaining or settling of claimable amounts by the Buyer is only possible on the basis of claims laid down in legal verdicts, or in the case of claims of the Buyer that are recognized in writing by OUTSOURCINC.

Costs related to the Agreement that have arisen in the country of OUTSOURCINC, including levies and taxes, and that were not known at the time of closing the Agreement, will be at the expense of the Buyer.

In case the order is less than 2500 USD a surcharge of 150 USD will apply.

If the agreed upon currency is not the currency of the country of OUTSOURCINC, and if the exchange rate of this currency which applies in the country of the Seller deviates more than 3% from the rate that applied at the date on which the Agreement was closed, this will be passed on to the purchase price. In that case, OUTSOURCINC and the Buyer are entitled to annul that part of the Agreement for which no deliveries have yet taken place.

5. Reservations of title

Goods delivered by OUTSOURCINC remain the property of OUTSOURCINC until the moment of settlement in full of all that which OUTSOURCINC demands from the Buyer on the basis of the delivery of goods, including a possibly outstanding current account balance. In that case, the Buyer is not authorized to pawn or mortgage the goods.

If the Buyer, in spite of the claimability of the demand, does not pay within a reasonable period of respite, or in case of imminent insolvency of the Buyer, at the request of OUTSOURCINC, the Buyer will make the goods to which the reservation of title applies, available to OUTSOURCINC. The taking back of goods for which a reservation of title applies, does not mean that the Agreement is dissolved by OUTSOURCINC.

At the request of the Buyer, OUTSOURCINC will refund one or several securities to be selected by OUTSOURCINC, if the value of the provided securities exceeds the claims by more than 10%.

The Buyer is obliged to insure the goods to which the reservation of title applies, according to the requirement of good business sense, and at the request of OUTSOURCINC, the Buyers should indicate that such insurance has been taken out. The Buyer already transfers the rights that result from such an insurance now and henceforth, as a security to OUTSOURCINC.

At the request of the Seller, the Buyer is obliged to cooperate in measures which serve to guarantee the rights of the Seller.

6. INCOTERMS

The INCOTERMS of the International Chamber of Commerce apply to all common terms in the business used by OUTSOURCINC, such as “FOB” or “CIF”  as they can be heard and read on the date on which the Agreement is closed.

7. Complaints

Complaints should be submitted in writing and at the latest thirty days after receipt of the goods - and in case of defects that can observed on the outside, immediately after discovery - stating the invoice and packaging unit or container.

For as long as OUTSOURCINC has not accepted the complaint in writing, the liabilities of the buyers remain intact. In case of substantiated complaints submitted in accordance with this provision, OUTSOURCINC will offer a reasonable reduction of the purchase price and/or, at the choice of OUTSOURCINC, replacement of the goods to which the complaint is related.

If the Buyer wants to process the goods in any way, or resell them in spite of the apparent defects, all rights of the Buyer with respect to the matter expire.

8. Liability

Claims of the Buyers arising from non-compliance with the contractual obligations, as well as claims arising from any unlawful act, are excluded, unless OUTSOURCINC or its employees have acted in a deliberate or consciously reckless way.

Claims of the Buyers arising from a guarantee of certain characteristics of the goods are excluded, unless the guarantee has been made in writing, or if the purpose was to prevent the actual damage.

In any case, the liability is limited to the amount of the invoice of the delivery to which the liability relates to.

9. Brands and trademarks

In the event where goods are sold under a brand name or trademark this brand or trademark may not be used for products manufactured with these goods, without prior permission from OUTSOURCINC.

10. Other provisions

Chilean law applies to this agreement.

The place of delivery and the place of payment are the statutory place of business of  OUTSOURCINC. Disputes arising from the agreement will exclusively be dealt with by the competent courts in the District where OUTSOURCINC is domiciled. However, OUTSOURCINC is authorized to take legal action through any legal body in the statutory place of business of the Buyer.

The mere fact that (parts of) provisions or components of these conditions are, or, become non-binding, does not damage the binding character of the other (parts of) provisions or components. 

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Update 12/01/08