 |
||||||||
|
||||||||
|
||||||||
 |
||||||||
|
General Terms and Conditions of Sale of WEKA INTERNATIONAL AB
GENERAL CONDITIONS OF SALE Article 1 - Definitions 1. In these general terms and conditions "customer" shall mean the other party as buyer, exporter or importer or contractor to whom WEKA INTERNATIONAL AB, hereinafter called "WEKA", sells goods. 2. In these general terms and conditions "goods" shall mean goods, services and work. 3. In these general terms and conditions "WEKA" shall be deemed to include all companies or firms to whom WEKA entrusts the execution of a contract either in whole or in part. Article 2 - Applicability 1.These general terms and conditions of sale shall apply to all offers by, sale by and contracts with WEKA. 2.If the customer has also declared general terms and conditions applicable, these shall be binding upon WEKA only if and to the extent they have been accepted by WEKA explicitly and in writing. Article 3 - Contract 1.A contract between the parties shall come into existence by a written confirmation by WEKA or by explicit acts by WEKA towards its execution, in which case the customer shall be deemed to have waived the applicability of the customer’s general terms and conditions of purchase. 2.If the customer supplies data, drawings etc. to WEKA, WEKA may assume them to be correct and may base its offer upon them. 3.Prices referred to in an offer by WEKA are based on delivery ex works in accordance with Incoterms 2000. Prices are exclusive of duties, tax, packaging, freight, classifications, commissioning, and other similar additional costs. Article 4 - Intellectual property rights 1.WEKA retains the copyright and all intellectual property rights in the offers made by WEKA and in designs, know-how, drawings, software etc. supplied by WEKA. Article 5 - Advice, designs and materials 1.The customer cannot derive any rights from advice and information obtained from WEKA if they do not relate directly to an order as acknowledged as accepted by WEKA. 2.The customer is responsible for information, drawings and calculations made by him or on his behalf and for the functional suitability of prescriptions by him or on his behalf. 3.The customer shall indemnify WEKA against any claim by third parties relating to the use of drawings, calculations, samples, models and so forth supplied by or on behalf of the customer. Article 6 - Delivery 1.Delivery times quoted by WEKA are approximate. 2.In fixing the delivery period WEKA assumes that WEKA can execute the order in the circumstances known at the time of the offer or at the time of the providing of the information. 3.The delivery time starts when agreement has been reached on all technical details, and when all necessary data, final drawings etc. are in the possession of WEKA, agreed to advance or part payment or instalment has been received and the necessary conditions for execution of the order have been fulfilled. 4.If circumstances occur other than those known to WEKA when the delivery period was established, WEKA may extend the delivery period by the time necessary to execute the order in the circumstances. If the goods cannot be fitted into the planning schedule of WEKA, it shall be completed as soon as the planning schedule permits. 5.If the agreed to delivery period is exceeded, this shall not under any circumstances confer entitlement to compensation. Article 7 - Price changes 1.An increase in the cost determinants may be passed on to the customer, when four months have passed since the date on which the agreement was concluded and its performance has not yet been completed by WEKA. Article 8 - Force majeure 1.WEKA shall be entitled to suspend performance of its obligations if WEKA is prevented from performing them by circumstances that could not be foreseen at the time of the conclusion of the agreement and which are beyond WEKA's control. 2.Circumstances which could not be foreseen by WEKA and which are beyond its control are deemed to include failure of suppliers and subcontractors to fulfil their obligations in the requested time, weather conditions, unavailability of raw material, fire, loss or theft of tools, loss of processed materials, blockades, strikes or goods stoppages and import or trade restrictions. Article 9 - Change of scope 1.Alternations or extra goods shall be calculated on the basis of cost determinants applicable at the time when the extra goods is carried out. Article 10 - Completion of the goods 1.The goods shall be deemed to have been completed when the customer has approved the goods, or the goods has been used by the customer, or WEKA gives notice in writing to the customer that the goods has been completed and the customer does not indicate in writing within fourteen days of the notice whether or not the goods has been approved, or the customer does not approve the goods on account of minor defects or missing parts which can be repaired or supplied within 30 days and which do not prevent the use of the goods. 2.If the customer does not approve the goods, he shall be obliged to give written notice of this to WEKA specifying the reasons. 3.If the customer does not approve the goods he shall give WEKA the opportunity to complete the goods. The provisions of this article shall then apply once again. Article 11 - Warranty 1.WEKA warrants the proper execution of the agreed performance for a period of twelve months after delivery. 2.If the goods or the materials used are unsound, WEKA shall repair or replace them. The parts which WEKA shall repair or replace must be sent to WEKA free of charge for WEKA. The dismantling and re-assembly of these parts and any travelling and accommodation expenses incurred shall be borne by the customer. 3.If a delivery is not sound, WEKA may decide to repair the goods, to replace the goods, or to provide the customer with a credit note for a proportionate part of the invoiced amount. 4.The customer must in all cases offer WEKA the opportunity to repair a defect for which WEKA is responsible. 5.No warranty is given for defects resulting from normal wear and tear, unsound use, lacking or defective maintenance, or modifications or repair by the customer or by third parties. Article 12 - Liability 1.WEKA is liable for damage which the customer suffers and which is the direct and sole result of a failure attributable to WEKA. However, only loss or damage for which WEKA is insured or for which he should reasonably have been insured is eligible for compensation. 2.Consequential loss or damage, including loss or damage due to business standstills and loss of profit, is not eligible for compensation Article 13 - Claims The customer must invoke an instance of non-performance within 14 days of the date on which he discovers the defect or could reasonably be expected to discover it. Article 14 - Payment 1.Payment shall be made with 40 percent at order and with 60 percent at delivery. 2.Payment shall be made within 30 days after date of invoice. 3.WEKA may request a documentary credit facility to be opened in its favour, or other form of security to be provided. 4.The customer does not have the right to set off claims against WEKA, unless WEKA has been declared bankrupt. 5.The full claim for payment shall be immediately due and eligible if a payment period has been exceeded, the customer has been declared bankrupt or has applied for a suspension of payments, or the customer is subject to liquidation process. 6.If payment has not been made within the agreed to period for payment, the customer shall immediately owe interest to WEKA. The interest shall be 2 percent per month. For the purpose of calculating the interest, part of a month shall be treated as a full month. 7.If correct and full payment has not been made within the appropriate period of payment, the customer shall reimburse WEKA all costs of recovery The costs shall be assumed to be 20 percent for the first 5'000 EUR, and 10 percent for amounts there above. A minimum recovery cost of 600 EUR applies. If actual costs are higher, the actual costs shall be borne by the customer. Article 15 - Transfer of ownership 1.WEKA retains ownership and title to goods until fully paid; including all dues owed. 2.As long as title to delivered goods is retained by WEKA, the customer may not encumber the goods. 3.After WEKA has invoked its reservation of ownership, WEKA may retake possession of the delivered goods. The customer shall thereby assist WEKA to the best of his ability. Article 16 - Termination If the customer wishes to terminate the agreement in circumstances where WEKA is not in default and WEKA agrees to this, the agreement shall be terminated. WEKA shall in that case be entitled to compensation of all damage, such as any loss suffered, loss of profit and costs incurred. Article 17 - Confidentiality The supplier shall keep confidential all information which shall have come to his knowledge or to the knowledge of any persons working in his employ or under his supervision within the framework of the contract, unless it concerns information which is generally known or has been made public by WEKA. Article 18 - Third-Party Clause All clauses relating to the exclusion or limitation of the liability of WEKA and the clause relating to the obligation to indemnify WEKA from and against claims of third parties, have been stipulated also for the benefit of those, both in the employ of WEKA and third parties, for whose acts or omissions WEKA may be liable. Article 19 - Nullity In the event that any of the clauses of these general terms and conditions are declared null and void or otherwise not binding, this shall not bar the validity of any other clause of these general terms and conditions. Article 20 - Applicable Law All contracts to which these general terms and conditions are applicable shall be governed by Dutch law. |
||||||||
|
||||||||
|
