1. General
1. General These General Conditions apply to all acts in law between the supplier and the other party. Deviations can only be made in writing. Dutch Law is applicable, with exception of the "Eenvormige Koopwetten 1964 (EWIK, Stbl. 1971 nr. 780)". (Uniform Purchase Acts 1964-EWIK, Off.Gazette 1971, no. 780). The applicability of other General Conditions is
excluded. The Dutch text is authentic and binding.
2. Offers/Quotations/Agreements
Unless it is stated otherwise, offers are valid for 30 days. The supplier can only be bound in writing by a person authorized thereto. The information supplied remains the property of the supplier and may not be passed on by the other party in any way.
The agreement is concluded after a firm acceptation and confirmation of the order by the supplier or after a firm acceptance of the binding offer/quotation by the other party.
Supplier is authorized to demand securities in advance and/or engage third parties to execute the order.
3. Prices
Prices are based on all internal/external costpricefactors and on delivery at the business address of the other party, V.A.T. is excluded, as well as mounting, commissioning, erection and putting in operation. Legally permitted changes in prices and rates of exchange of more than 2% are reserved.
4. Delivery terms and delivery time
Delivery C.I.F. at the business address of the other party. Delivery time mentioned is the moment of transfer or the moment on which the goods are ready for inspection/testing by other party. Delivery times are stated as accurate as possible, however, exceeding the stated delivery times will never give the other party a right to compensation. Visible damages and/or shortages must be stated in writing to the supplier within 24 hours after delivery. Storage on request of the other party by supplier will be for the account and risk of the other party.
5. Transport/Packing
The supplier as a good merchant will determine the way of transport and in principle the transport will be for his risk. Transport is insured. Costs of small shipments will be invoiced, unless stated otherwise. Only durable packings returned in good state are taken back and settled.
6. Force majeure
In case of force majeure the supplier has the right to delay the execution of the agreement or to conclude an agreement in consultation with the other party.
7. Guarantee
The supplier guarantees the reliability and the quality of the goods delivered until 12 months after delivery date (inclusive of the period of commissioning), unless stated otherwise. A guarantee period of 6 months shall apply to glass electrodes.
In case of guarantee work outside our premises the additional (traveling-, lodging-, special transport-, testing-) costs may be invoiced. The guarantee is void if the other party has used the goods incorrectly or has (or has had) repaired the goods without prior written approval of supplier.
8. Lien
The supplier has a lien on the goods as long as the other party has not met his obligations in full. The risk of the goods is vested in the other party.
9. Liability
Apart from imperative legal regulations, we are not bound to pay any compensation for damages. Our liability is partly determined on the basis of any insurances against damage to products/loss of profits and is limited to the nett-invoice value of the goods supplied. The other party will safeguard supplier from any claim for compensation, irrespective of the cause.
10. Complaints
Complaints must be received by the supplier within 8 days after delivery of the goods. Return shipments only with prior written confirmation of the supplier and subject to the Return conditions of Endress+Hauser. These Return conditions will be issued on request.
11. Property
The supplier expressly reserves all intellectual property rights regarding all the documentation, drawings, software, etc, issued.
A possible infringement of rights of third parties, with which the other party is confronted, must be stated in writing to the supplier immediately. As long as the other party has not fully met his obligations, all goods delivered remain the inalienable property of the supplier. In case of processing or mixing the goods, the supplier obtains a co-property right in the new goods. In case of reselling the other party has to cooperate to a cession.
12. Payment
Unless stated otherwise, payment at the latest 30 days after invoice date to the bank account indicated below. Primary settlement wit interest and recovery cost due. After the due date the supplier has the right to charge 1½% interest per (part of a) month. All recovery costs are for the account of the negligent other party.
13. Cancellation
The other party may cancel the agreement if the supplier cannot meet his obligation to deliver within a reasonable term.
14. Disputes
Disputes are submitted to the competent judge of the place of domicile of the supplier, unless the supplier chooses otherwise.
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