HIBRO Compensatoren Barneveld

Conditions of sale of Hibro Compensatoren b.v.
Revision 1 dated September 18th 2018 (change Payment Installments and Freight and Order Costs)
All transactions, purchase and/or sales, including agreements or clauses in agreements concerning transactions or change of ownership of materials/goods are exclusively covered by the terms/conditions as outlined below. Applicability of any and all terms and conditions of the Buyer is hereby explicitly rejected.
Specific conditions of sale:
Prices and amounts:
- in Euro, excluding VAT
Payment for nett order amount under € 10.000,- :
- nett, within 30 days after date of invoice.
Payment for nett order amount over € 10.000,- :
- 33% with order, by return, and
- 33% when ready for shipment, by return, and
- 34% within 30 days after date of invoice
Freight and order costs:
- freight, express and COD costs and order costs to be reimbursed by Buyer to Seller
Return of supplied goods:
- the return of supplied goods by buyer will not be accepted by seller, unless faulty supply by seller
Exchange of supplied goods:
- goods can only be exchanged with the prior written consent of seller. Buyer is to reimburse related costs to seller
Commercial terms:
- all commercial terms referred to in quotations and transactions, agreements or clauses are according Incoterms 2010
General conditions of sale:
Laid down d.d. 7 januari 1999 by Federatie van Organisaties in de Machinehandel 'F.O.M.' (including: Vereniging voor de Algemene Machinehandel 'V.A.M.', Vereniging van Importeurs aan Machines en Gereedschappen voor de Metaalindustrie 'VIMAG', Vereniging van Importeurs van en Handelaren in Houtbewerkingmachines 'VIMHOUT', Vereniging van Importeurs van Industriële Kram- en Spijkerapparatuur en bijbehorende bevestigingsmiddelen 'VIKSA' en Vereniging Fabrikanten en Importeurs Compressoren en Pneumatische werktuigen 'V.I.P.'), at the “Kamer van Koophandel en Fabrieken te ’s-Gravenhage” (dossier nr. 447) and at the “Griffie van de Arrondissementsrechtbank te ’s-Gravenhage” (dossier nr. 2/1999)
ARTICLE 1
General terms
1.1. All transactions, purchase and/ or sales, including agreements or clauses in agreements concerning transactions or change of ownership of materials/goods are exclusively covered by the terms/conditions as outlined below.
1.2. These terms, mutatis mutandis if applicable, are also valid on all (agreements or clauses in agreements which lead to) maintenance-, installation- and repair jobs and other service tasks in broadest sense, including managing (or watching over persons doing) such tasks.
1.3. Terms not mentioned or not outlined here are applicable only if buyer and seller have agreed on them in writing and than solely for the one transaction as they were made for. For all other terms the terms as outlined below are applicable.
1.4. If applicable, the mentioning of “machines” in these terms is to be interpreted as supplied installation, turnkey apparatus, parts, accessories, tools, spare parts or replacement parts, soft- and hardware as well as all related goods, all in the broadest sense of the word.
ARTICLE 2
Quotations
2.1. All quotations are without any obligation. Seller is held to obligations only after acceptation of buyers written confirmation of an order and issuing of acknowledgement.
2.2. In case no prior official written acknowledgement of an order took place, for example with sale from stock, the agreement becomes valid when the seller meets the buyers request in part or in full to deliver, or when the seller supplies an invoice to the buyer whom requested delivery of goods.
2.3. For errors in pictures, drawings and descriptions, dimensions, sizes and mass specifications, as well as all other specifications as published in pricelists, brochures and in quotations and/or acknowledgements the seller has no liability except in case an error has serious effects on capacity or proper functioning of the machines.
2.4. All materials like drawings, pictures, software, documents etc. as supplied by seller are and remain exclusive property of seller and distribution, copying or reproduction without sellers written permission is prohibited.
ARTICLE 3
Complaints
3.1. Complaints about used goods/ machines are excluded nor accepted unless there is written confirmation about different conditions. Seller is not liable for damages in whatever form they might appear. The conditions in paragraphs 2 and 3 of this article only apply on new goods/machines.
3.2. While all conditions of article 6 remain valid, seller has no obligation to process complaints which are not presented in writing - whatever applies first - within 2 weeks after invoice date, 1 week after buyer received the goods/machines, when the buyer detects problems which he could reasonably detect only in a later stage, within 1 week after detecting such a problem.
3.3. Complaints about supplied goods are of no influence on rights or obligations of both parties in case of goods delivered earlier and goods to be delivered, also if these goods are or will be delivered to complete the same transaction.
ARTICLE 4
Approval
4.1. If agreed on approval or inspection of goods at buyers site or as ordered by buyer at any other location, either by buyer or third party as ordered by buyer, and he did not use his right to inspect or approve the goods within 10 days after being informed and instructed to have the opportunity, goods are assumed to be unconditionally and finally accepted by the buyer.
4.2. All expenses of approval and inspection are for the account of the buyer.
ARTICLE 5
Assembly and installation
5.1. All prices are exclusive assembly and on site installation.
5.2. In case seller has agreed on assembly and installation on location, he will solely be liable for the aspect of proper functioning of the machine if:
5.2.1. assembly and installing is done conform his instructions, including his right to delegate managing all needed work, by local workforce. Travel and lodging expenses, meals etc. for the field engineer are for the expense and to be prepaid by buyer.
5.2.2. circumstances (in broadest sense) on location where assembly and installing has to take place have no ill side effects and fundaments, walls, floors etc. on/at which machines have to be placed/fixed are completed/build/finished/prepared correctly and prior to the confirmed date of installing.
5.2.3. All extra and unexpected labour or tasks are for the expense of buyer. Buyer is also obliged to assist in manpower and materials if needed, at his expense.
5.3. If circumstances, not necessarily in control of buyer, influence the schedule of assembly/installing delaying these tasks, all extra costs are for the expense of buyer.
5.4. Article 6 is fully applicable.
ARTICLE 6
Warranty and liability
6.1. Seller warrants supplied new machines during a period of six months following delivery or shipping, meaning he will replace or repair (this at the discretion of seller), without additional costs for buyer, all parts which in respect to normal functioning of the machine may prove to be defective, under the condition that such defects are reported in writing immediately upon discovery and within the in article 3 mentioned period and, in case the seller wishes so, the questionable or defective part is returned (Franco) to seller. The warranty period is shortened proportionally if the machine is operating more then 40 hours/week.
6.2. The above mentioned warranty of replacing parts does not include legal fees or lacal taxes which might apply in some cases on spare parts being delivered free of charge; these are for the expense of buyer. In case an engineer is needed on location to replace defective parts, the standard costs for labour plus expenses will be charged.
6.3. In case the buyer does/makes (or has done/made by another party) repairs/modifications to the goods within the warranty period but without prior authorization of the seller or when buyer does not comply with terms of payment, the warranty obligations of seller are void immediately. Buyer has no rights to refuse proper payment in case seller is refusing to maintain warranty terms either partly or in full.
6.4. The warranty terms are replacing any other possible liability for not, not proper or not timely fulfilling any obligation on the part of the seller which hereby is expressly excluded. Liability for not meeting the terms of warranty is limited to the costs of repair or replacement by third parties, which buyer will not arrange prior to sending an official warning and have given adequate time to seller for him to act conform the terms of warranty.
6.5. Additional to the above in paragraph 4. stated, seller will never be held liable for any indirect damage, as in case of closing down facilities, delay, slow-down or any other sort of business damage, no matter what or whatever caused it, nor will he be liable for any direct or indirect damage, which is inflicted or caused by the functioning or malfunctioning c.q. not proper functioning of goods supplied or processed by sellers’ goods or for this purpose being employed personnel of seller inflicting any damage in whatever way to goods and persons, which or whom ever.
6.6. Finally, additional to the above in paragraph 4. and 5. stated, any liability of seller in no matter what respect, including liability as a result of these terms will always be limited to a maximum equal to the amount of the individual purchased good, which is paid by the buyer at the time of his claim.
6.7. In case of any claim by third parties addressed to seller because of or caused by (not timely or incomplete or improper) delivery or functioning of a good, sellers limited liability as described in paragraphs 5 and 6 also apply. Buyer warrants to hold seller not liable for further claims by third parties.
6.8. In case of delivery of machines, seller will issue if applicable, necessary and/or legally arranged, instructions and/or manuals indicating the proper application and usage of them. The buyer is obliged to strictly keep the machine to the application and use it is designed for. Seller may assume, except when buyer reported differently and in writing, that buyer, his personnel and persons buyer directly or indirectly employs with or situates in the environment of the machine – all in broadest sense - sufficiently understand the language in which these manuals and instructions are supplied to obtain the needed knowledge and to conduct accordingly, assuming the language is Dutch, English or German.
Seller is prepared – as far as possible – to have the directions, instructions and manuals translated in other languages, upon written request. Buyer will have to cover the expenses for translations.
ARTICLE 7
Changes
Changes or annulations of any agreement need written consent of the seller.
In case the buyer wants to terminate or change the agreement, he will be held to compensate seller for all damage, including loss of profit plus all costs caused by changing or annulation of the agreement.
ARTICLE 8
Terms of transportation
8.1. All goods including those being shipped Franco travel at the risk of buyer. Obligations to third parties do not change anything in this respect and are solely seen as commitments of the buyer in the interest and for the account of the buyer.
8.2. Seller has the right to store goods, being ready but not being able to transport them to the buyers’ destination due to causes beyond sellers influence, at the expense and risks of buyer and to demand payment as if delivery took place.
8.3. The choice of transportation is to the seller, also with non-Franco shipments, whenever buyer did not explicitly instruct the means of transportation. Obstructions or temporary unavailability of the chosen means of transportation do not dictate the choice of another means. Seller is not responsible if, no matter what the cause, the transport as chosen by him is cancelled.
8.4. In respect to goods manufactured abroad, seller reserves the right to declare goods through customs without the buyer.
8.5. Unless buyer timely instructs seller to insure goods at his expense, goods travel uninsured.
8.6. Unless otherwise agreed declaring customs, in- and export duties, stamps, taxes etc. are for the expense of the buyer.
ARTICLE 9
Delivery
9.1. In respect to agreed delivery dates it is important to note that these can only be specified as an approximation. In case an agreed period has expired the buyer has the right to inform the seller by means of registered mail of a nearby reasonable date. Only after that period has been expired seller can be held accountable for the delayed delivery.
9.2. A delivery period that expired does not give the buyer the right to annulations or to refuse acceptance or payment of the goods, nor does this put an obligation on the seller to refund whatever damages the buyer might claim.
ARTICLE 10
Incapacity
Incapacities include all circumstances which are reasonably seen as causes to interfere with delivery or timely delivery, such as not timely delivery to the seller by his supplier, as well as the seller not receiving or not timely receiving, in which case the seller has the choice of postponing delivery or annulling the agreement.
ARTICLE 11
Price
11.1. The price mentioned by the seller is based on his purchase price and other costs. In case any of the cost price components is increased after the order is acknowledged but prior to delivery, the seller has the right to charge buyer for the increase in costs.
11.2. In addition to being applied in general, this clause is applicable in particular upon changes of in- or export duties, other duties or taxes after shipping the acknowledgement and most frequently in cases where the exchange rate of the € (Euro) fluctuates against another valuta, in which the seller has bought goods.
ARTICLE 12
Payment
12.1. All agreements are temporarily until the seller has received positive advice after inquiring about the credit status of the buyer.
12.2. During the processing of an agreement the seller has the right to temporarily halt the process until the buyer has adequately proven to have the capacity to fulfil all his obligations according to the agreement in respect to the seller.
12.3. Unless otherwise agreed and confirmed in writing, payment is due in full and to be done without deduction of any rebate or costs, with delivery of the goods, no matter whether or not all or just a part of the sold goods is being delivered or something is being claimed by the buyer. Equating debs is not allowed.
12.4. As long as the buyer did not pay the amount (over)due, seller has the right to stall further processing of his obligations.
12.5. Apart from all other terms as stated in this agreement, until the moment of full payment of debts as outlined in article 3:92 Nieuw BW of the Netherlands, no matter in what respect and including interest and costs, all goods supplied by seller at whatever moment are and stay in the procession of the seller. Buyer has no rights prior to full payment to sell, lend, loan or otherwise transfer ownership of the goods with the exception of non-fiduciary transfer of ownership according to the normal destination of the goods.
In case of breaking this rule as well as article 13 paragraph 1 being fully or partly applicable, seller has the right to reprocess all of his supplied goods from any location where they might be without authorization of buyer or judge. At the same time as of that moment all debts of buyer with seller are due in full.
12.6. If buyer does not pay within the agreed period, he will be seen as negligent and seller has the right to charge him interest as of the day of being negligent and without intervening of the court. The interest charged will be 3 percent above the Dutch legal valid interest rate and is applicable on inning of his debt plus all legal costs.
12.7. If the agreed period of payment is overdue for more than one month, seller has the right to charge legal costs, if he hires services externally for getting payment, such with a maximum of 10% of the transaction total sum.
ARTICLE 13
Incapacity of the buyer
13.1. If buyer does not, not timely of not adequately fulfil the obligations as they come with the agreement, or in case of bankruptcy or his indication of incapacity to finance his business or to continue his business, (temporarily) closes down or liquidates his business, as well as with executorial confiscation of his business, buyer is regarded as being negligent and seller has the right, without the need for official legal actions to, at his discretion and combined or as a single action:
- to terminate some, more or all obligations in respect to the buyer,
and/or
- even though otherwise might have been agreed, for each continuation of an obligation at the part of seller, to demand cash payment,
and/or
- to terminate the agreement partly or fully, c.q. to declare the agreement as terminated, without the seller being obliged to refund any amount for damage nor being responsible for warranty or any other obligation.
- all while fully leaving intact the right of seller to have compensation of damage, including loss of profit, costs and interest.
13.2. Claims are no excuse to neglect whatever obligation of payment.
ARTICLE 14
Disputes
All disputes arising from this agreement or any contract of sale as well as other contracts that are related will exclusively be ruled by the common judge of the court in sellers’ domicile, unless buyer and seller agree on an arbitrage committee.
ARTICLE 15
Applicable Law
On all transactions and agreements of sales and purchase and all related contracts and agreements, Dutch Law is exclusively applicable, unless parties expressly and in contradiction to this article confirmed in writing to apply any foreign law instead.
(Original Dutch version, reserving all rights in case of translation errors)
Copyright: Federatie van Organisaties in de Machinehandel "F.O.M." Katwijkerlaan 62 Postbus 4 2640 AA PIJNACKER Telephone: +31 (0)153 694 226 Telefax: +31 (0)153 697

		Conditions of sale