These general conditions shall apply, save as varied by express agreement accepted in writing by both parties. They shall prevail against the purchase conditions of the purchaser.
2. FORMATION OF THE CONTRACT
The contract shall be deemed to have been entered into when, upon receipt of an order, the Seller has sent an acceptance in writing.
3. PASSING OF RISK
3.1. The time at which the risk shall pass shall be fixed by the agreed delivery terms, defined in accordance with the International Rules for the Interpretation of Trade Terms (Incoterms 1990).
Where no indication is given in the contract of the form of the sale, the goods shall be deemed to be sold ” ex works “.
3.2. In the case of a sale “ex works”, the Seller must give notice in writing of the date on which the Purchaser must take delivery of the goods.
4. RETENTION OF TITLE
Without prejudice to the provisions of art. 3.1, goods delivered shall, to the extent permitted by the law of the country where the goods are situated after delivery, remain the property of the Seller until such payment has been effected. If such law doesn’t permit the Seller to retain the property in the goods, the Seller shall be entitled to the benefit of such other rights in respect thereof as such law permits him to retain. The Purchaser shall give the Seller every assistance in taking any measures required to protect the Seller’s right of property or such other rights as aforesaid.
5. DELIVERY PERIODS
5.1. The delivery period shall run from the date of formation of the contract, or from coming info force if this has been subordinated to the receipt of advances or to the issuance of a letter of credit or/of an export licence or/of an import licence.
5.2. Unless otherwise agreed, delivery periods provided for in the contract are best estimates; possible delays will never cause cancellation neither right to compensation.
5.3. Should delay in delivery be caused by acts of God or by acts or omission of the Purchaser, there shall be granted such extension of delivery period as is reasonable having regard to all circumstances.
6.1. All payments are to be effected in Euro or in the currency of the contract; they are calculated net and without discount. All taxes and duties are to be borne by the Purchaser.
6.2. Unless otherwise agreed, invoices are payable at sight. A complaint lodged shall not entitle the Purchaser to postpone his payment nor to delete it.
Withholding or offsetting by Purchaser of payable amounts is not allowed unless as a result of claims of the Purchaser which have been ascertained by a Court decision or have been admitted in writing by the Seller.
6.3. Whenever an amount payable should not have been paid on due date, it will carry automatically and without formal notice a penalty interest calculated at the rate of 1,25 % per month, without prejudice to the provisions of article 6.4.
6.4. In the event of non-payment of all or part of the debt at maturity, without serious justification, the outstanding balance due shall, after formal notice, be increased by 12% with a minimum of 100 Euro and a maximum of 3000 Euro, even if a grace period is granted.
6.5. The fact that an extension of time for payment has been granted either voluntary or by a Court decision does not cause novation, and does not prejudice to the application of interests and increase of the debt in conformity with art. 6.3 and 6.4 hereabove.
6.6. Whenever a mature debt is not paid at maturity, the Seller has the right to suspend all further deliveries and pending orders until payment of all outstanding debts.
Furthermore, when invoices are not paid on the due date, the Seller has the right to require immediate payment of all circulating invoices, notwithstanding payment conditions granted.
6.7. In the event of currency variations, Seller reserves the right to adapt the selling price accordingly.
7. FINANCIAL SECURITIES
If, after the conclusion of the contract and until total payment of the price, it appears that the purchaser’s credit is brought into question, or when the credit deteriorates, notably in the following cases : late payment, request of extension of payment period, seizure of all or part of purchaser’s assets on the initiative of a creditor, etc., the Seller reserves the right, even after partial despatch of an order, to demand from the Purchaser the guarantees he deems suitable to ensure the satisfactory execution of the commitments undertaken, without formal notice being necessary.
If purchaser refuses, the Seller shall be entitled to partly or wholly suspend all deliveries and to request the cancellation of the contract with damages.
8.1. If the order is cancelled by the Purchaser, or if the Purchaser does not take delivery of the goods, or if an invoice is not paid on due date, the Seller shall have the right to require either injunction or cancellation of the sale.
In this latter case, the contract shall be automatically cancelled as a result of Seller having expressed his will to do so by simple registered letter and without prior summons. In such case the Seller shall be entitled to repossess the goods without the intervention of any court of justice.
8.2. In the case of cancellation of the sale, Purchaser shall owe to the Seller 20 % of the amount of the order as liquidated damages, without prejudice to the right of the Seller to claim an indemnity equal to its actual losses.
Down payments which have already been paid will accrue definitely to the Seller to the extent of the compensation due to him.
9.1. Seller guarantees that the products and components sold to Purchaser shall be free from defects in material or workmanship and Seller will repair or, in its sole discretion replace any product or part thereof found to be defective in material or workmanship, provided such product or part is shipped freight prepaid to and received by the Seller or its mandatory agent within 12 months after date of the original shipment by Seller.
This obligation relates only to defects which appear within 6 months after delivery, unless otherwise agreed.
9.2. This limited guarantee does not cover normal maintenance nor normal wear and tear, use under circumstances exceeding specifications, abuse, unauthorised repair or alternation, lack of proper maintenance or damages caused by natural causes such as fire, storm or flood.
9.3. In case of manufacturing in conformity with drawings supplied by Purchaser, the guarantee shall be limited to construction of the items strictly in conformity with the indications of such drawings.
10. SOFTWARE LICENCE
The computer programs and other software which are supplied with the equipment remain the property of the Seller or of the Licensor.
The Purchaser has a non-exclusive and non-assignable right to use the software for own purposes ; he is not entitled to reproduce, to copy or to modify the aforementioned software.
11. LIMITATION OF LIABILITY
In no case shall the Seller be liable for loss of production, loss of profit, loss of contracts or for any other indirect or consequential damage that may be suffered by the Purchaser.
12.1. Any party wishing to claim relief by reasons valuable according to general jurisdiction shall notify the other party in writing without delay on the intervention and on the cessation thereof.
12.2. The occurrence of any of such reasons releases both parties from their responsibilities.
13. APPLICABLE LAW
The contract shall be ruled by the Dutch Law.
14.1. Any dispute in connection with this contract shall be settled by the Courts of The Hague, The Netherlands.
14.2. Nevertheless the Seller reserves the right to sue before the courts competent in the place of the Purchaser or competent in the place where the goods are located.