1. These General Terms and Conditions of Sale (GTCS) of the company COBRA AMERICA LLC apply to the sale made by COBRA AMERICA LLC with registered office: 8 Boswell Drive, Bristol TN, 37620, United States Federal EIN 76-0702763; registered as a limited liability company into the State of Tennessee Secretary of State, Division of Business Services: Filing # 000425164; a licensed business with the City of Bristol and Sullivan County of Tennessee: License Number 0103892595 (COBRA AMERICA LLC); with regards to goods for counterparties concluding these agreements solely for purposes directly related to their business activity (Counterparty) – unless the Parties expressly exclude their validity in whole or in part. Any derogations from the GTCS agreed between the Parties must be made in writing under pain of nullity.
2. GTCS are the only conditions in force. It is prohibited to use terms of the Counterparty contradictory or deviating from GTCS of COBRA AMERICA LLC.
In the event of a conflict between GTCS of COBRA AMERICA LLC and the Sales/Delivery Agreement, contractual preferences shall prevail.
3. GTCS of COBRA AMERICA LLC can be found on the website of COBRA AMERICA LLC – the Counterparty shall be informed about this fact in the offer of COBRA AMERICA LLC in order to get acquainted with GTCS. The Counterparty is also provided with GTCS together with Order Confirmation from COBRA AMERICA LLC.
These COBRA AMERICA LLC GTCS are part of the sales/delivery agreement and are also valid for future transactions of COBRA AMERICA LLC with the Counterparty, without the need to re-refer to their validity.
4. COBRA AMERICA LLC belts are manufactured in accordance with TDS (Technical Data Sheet), standards: US, DIN, and other arrangements with the Counterparty.
5. Net prices of goods and/or services are quoted on the basis of agree upon Incoterms; they are expressed in USD and include standard packaging.
6. Commercial description shall be made in accordance with the Counterparty’s instructions.
7. Documentation accompanying the goods: Stock Issue Confirmation document, quality certificate, warranty, other – agreed between the Parties.
8. Collection/delivery of goods should be agreed with the Sales Department no later than 2 days before the planned delivery: tel. +1 423 968 9700.
e-mail: info©cobraamerica.com. Pickup of the Goods take place on business days from 8:00 to 3:00pm.
COBRA AMERICA LLC reserves the right to change delivery date in an event of circumstances beyond the control of COBRA AMERICA LLC, which could not be predicted at the time of setting the date.
9. The date of payment for the goods is calculated from the date of issuing the invoice by COBRA AMERICA LLC.
The date of crediting the bank account of COBRA AMERICA LLC shall be considered the date of payment.
In the event of a delay in payment, COBRA AMERICA LLC is entitled to statutory interest for delay in commercial transactions.
10. Ownership of goods shall be transferred to the Counterparty upon pickup or delivery of goods, unless COBRA AMERICA LLC submits a written objection, e.g. on an invoice, stating that goods shall become property after payment of the whole selling price.
11. Reporting a quantity defect of the Goods by the Counterparty should take place in writing.
The above must contain name and number of the Goods, invoice number, subject of non-conformity, data of a person authorized by the Counterparty to take action on the subject of this report.
12. The parties may not, without written consent of the other Party, assign/pledge/transfer the rights resulting from the agreement for sale of goods to third parties.
13. If the Party submits documentation, know-how, projects and other information or materials necessary to perform the contract, which constitute business secrets or have the nature of confidential information (Confidential Information), the other Party may use the information provided solely to implement the subject of the sales agreement. Parties have no right to disclose any confidential information to third parties without the consent of the other Party.
Parties undertake to maintain confidentiality of confidential information and take all measures to ensure security of confidential information.
14. The obligation of confidentiality referred to above applies for 10 years. Performance of the sales agreement or termination of legal relationship between the Parties in any other way does not result in cessation of obligations regarding Confidential Information.
Parties are obliged to prevent the disclosure of Confidential Information by employees, associates, partners, as well as after termination of cooperation between them and Parties.
15. COBRA AMERICA LLC issues a warranty in accordance with General warranty conditions of COBRA AMERICA LLC, constituting an integral part of the warranty – for conveyor belts: 24 months from the date of installation, however not longer than 30 months from the date of delivery.
The DELTATHERM heat-resistant belt guarantee shall be 6 months from the date of installation, no longer than 12 months from the date of delivery.
COBRA AMERICA LLC reserves the right to check the Goods under operating conditions during the warranty period, on a date agreed with the Counterparty.
Statutory warranty is excluded.
16. COBRA AMERICA LLC will notify the Counterparty beforehand about a significant change in the technological process.
Change in trade names of raw materials and materials used as well as interchangeability of the use of EP/EE fabrics is not considered to be a significant change.
17. COBRA AMERICA LLC has the right to conduct audits of the Quality Management System – within the date and according to the plan agreed with the Counterparty.
18. Parties will fulfil requirements resulting from legal provisions regarding packaging and waste.
19. Extraordinary Causes.
Failure to perform or delay in performance of obligations arising from sales/delivery agreement concluded by either Party shall exclude liability of the Party if it is caused by events beyond its control and if it was not caused by its fault or negligence (Force Majeure). Decisions of state organs, cataclysms, elements, outbreaks, riots, war, acts of sabotage are considered a force majeure. Party affected by force majeure shall immediately notify the other Party, not later than within 3 working days from the date of occurrence, stating the expected duration of circumstances.
If obstacles resulting from force majeure last longer than 30 days, each Party has the right to deviate from these arrangements, the implementation of which has not yet begun.
20. All changes to GTCS have effect on the future only in relation to sales/delivery agreements concluded after they have been made.
21. GTCS and sales agreements concluded on their basis are subject to US law.
22. In matters not covered by GTCS or in the sales agreement, provisions of the UCC shall apply.
23. In an event of a dispute between COBRA AMERICA LLC and the Counterparty, arising because of execution of the Counterparty’s contract, GTCS or Sales Agreement, the court competent to resolve the dispute will be the court competent for the seat of COBRA AMERICA LLC.