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Sales & delivery conditions

Sales & delivery conditions

Sales & delivery conditions
General conditions of sale, delivery and payment of EmhartTeknologies B.V. at Born, deposited at the registry of the District Court at Maastricht.
1. Definitions
1.1 In these conditions of sale:
“Emhart” means: Emhart Teknologies –which has its corporate seat at Holtum Noordweg 35 6121 RE  Born, The Netherlands or a company associated with it;
“Customer” means: the person or company who places an order with or who gives a commission to Emhart Teknologies B.V.or with whom Emhart Teknologies B.V.concludes a contract;
“Goods” means: goods and/or services delivered by Emhart Teknologies B.V.to the customer.
2. Applicability
2.1 The present general conditions of sale of Emhart, hereinafter referred to as the “conditions of sale” shall to the exclusion of all others, be applicable to all commissions, orders and/or contracts with Emhart Teknologies B.V.for the delivery of goods and/or the performance of services.
2.2 By giving a commission or placing an order the customer shall be deemed to accept these conditions of sale as part of the contract.
2.3 Conditions of any nature whatsoever used by the customer, whether or not contained in general conditions used by the customer, shall apply only if these conditions have been expressly accepted by Emhart Teknologies B.V.in writing.
2.4 A mention of or reference to conditions or general conditions of the customer in a commission or order shall not make them applicable to the contract concluded with Emhart..
2.5 If Emhart Teknologies B.V.acts in the capacity of an agent/representative for the benefit of a third party(principal) she is considered to act in the name of, at the order of, at the account and risk of her principal, so that no legal relationship is constituted between Emhart Teknologies B.V.and the customer.
3. Conclusion of the contract
3.1 Contracts shall be deemed to be concluded from the day of signature of the contract by the parties or as the case may be, the day of dispatch of the confirmation by Emhart Teknologies B.V.or, as the case may be, the day on which Emhart Teknologies B.V.has actually executed the order or commission placed with Emhart Teknologies B.V.by the customer.
4. Changes
4.1 Changes to the contract of sale and to these conditions of sale shall be valid only if they have been expressly agreed in writing between the parties.
4.2 If because of certain factors the costs increase e.g. through increase of cost elements of the prices, through the increase of prices charged by suppliers or as a result of a change to the currency exchange rates to the detriment of Masterfix, than Emhart Teknologies B.V.is entitled to pass on the price difference to the customer.
5. Delivery and transfer of risk
5.1 The customer bears the risk of the goods ordered and/or commissioned by him from the time of delivery. The goods are considered to be delivered to the customer when they have been deposited at the address that was provided by the customer or with the order and/or
commission or when the goods have been received by the customer at the above address.
5.2 Unless otherwise agreed, Emhart Teknologies B.V. determines the manner of transportation.
5.3 The customer is obliged to inspect the goods immediately upon delivery. In case of possible damage caused by transportation or in case of possible loss during transportation, the customer is obliged to have the transporter make an annotation on the shipping documents, to
send a copy of the shipping documents to Emhart Teknologies B.V. immediately and to contact Emhart Teknologies B.V. without delay.
5.4 Emhart Teknologies B.V.is not obliged to any performance to which the insurer is not obliged to.
6. Force majeur
6.1 Force majeur on the part of Emhart Teknologies B.V. means any independent circumstance beyond the control Emhart - even if this could already be envisaged at the time of the conclusion of the contract- which permanently or temporarily prevents the performance of the contract and, in so far as they are not already included hereunder include, war, threat of war, civil war, riot, strikes, transport difficulties, fire, water damage and other disruptions in the business of Emhart.
6.2 In case Emhart Teknologies B.V.is temporarily unable, after conclusion of the contract, because of any of the circumstances mentioned in article 6.1 above, to perform the contract, Emhart Teknologies B.V.is entitled to postpone the performance for the duration of the inability.
6.3 In case Emhart Teknologies B.V.is permanently unable, after conclusion of the contract, because of any of the circumstances mentioned in article 6.1 above, to perform the contract, either party is entitled to terminate the contract for the part which has not been performed.
7. Offers
7.1 All offers and price lists are valid for a period of 3 months after the date of the offer/price list, unless otherwise agreed in writing. All offers and price lists are made without commitment. If the offer is accepted, Emhart Teknologies B.V.is entitled to revoke the offer within 2 working days after the
receipt of the acceptance.
7.2 Verbal agreements, agreements made by telephone and promises made by employees of Emhart Teknologies B.V.are only binding to Emhart Teknologies B.V.if confirmed by Emhart Teknologies B.V.in writing.
7.3 Samples or specimen, brought to the notice of the customer by Emhart Teknologies B.V. with or after the offer, are in the nature of an approximate indication. Data taken from these samples or specimen are only binding if expressly agreed.
8. Prices
8.1 The prices to be charged, are the prices listed on the price list which is valid at the date of delivery, and which can be obtained at request. All prices mentioned by Emhart Teknologies B.V.(in price quotations, offers, catalogues, discount overviews etc.) are exclusive V.A.T., in Euro unless expressly mentioned otherwise. Emhart Teknologies B.V. reserves the right to change prices in the interim after coming out of a price list. Already agreed
prices are not affected by this.
8.2 All transportation and packing costs will be passed on to the customer. All costs of packing will be reimbursed to the customer if the goods are returned at customer’s cost in good condition.
8.3 To the repair services performed by Emhart Teknologies B.V. the agreed rates apply. An Authorized Local Repair and Service Center only, will determine if the tools will be repaired under warranty or if the full charges apply. The Authorized Repair Centern will then asses the repair costs. If the assessed amount is more than one third of the new price of the tool, there will be prior consultation of the customer. In all other cases the repair services will be performed without prior consultation. Emhart Teknologies B.V. defines the guarantee it gives on the tools it delivers as follows: There is only talk of guarantee if the tool has clearly demonstrable defects or fabrication defects. The assessment of this is done by the Authorized Repair Center. Wear and tear parts like jaws, mandrels, spindles etc. are excluded from guarantee. Also in the case of supposed injudicious use, every guarantee claim shall be null and void. The fixed guarantee period, according to the above definition, which applies for hand tools, is 12 months after date of invoice. For all pneumatic-hydraulic and battery tools a guarantee period of 6 months after date of invoice is applicable. Spare parts remain deliverable from stock 3 years after a tool has disappeared from the delivery program. After this period, it depends on the producer if the part in question can still be delivered.
9. Delivery
9.1 Unless otherwise agreed in writing delivery will take place from the Emhart-warehouse which is presently located at Born, the Netherlands.
9.2 Emhart Teknologies B.V. will deliver the goods within the agreed delivery period or immediately after this period. The agreed delivery-period is not a final
period, unless expressly agreed.
9.3 In case no time of delivery or delivery period was agreed on, the delivery shall take place within a reasonable period taken into account the circumstances and the kind of goods to be delivered.
9.4 If the customer after summoning does not take receipt of the goods, Emhart Teknologies B.V. will, at her choice, deliver the goods at a time fixed by her, or terminate the contract in whole or for the part not performed, without recourse to the courts and without notice of default, and with maintaining her right to compensation.
10. Reservation of property
10.1 Emhart Teknologies B.V. reserves the property of the goods to her selves as long as the customer has not paid the full amount of the agreed price
increased with costs and an eventual claim for compensation caused by default of the customer, or has not fulfilled his other obligations
under the contract, unless the customer has provided an acceptable security. Property will pass to the customer when he has fulfilled all his obligations under the contract
10.2 If Emhart Teknologies B.V. has reasonable doubt about the customer’s capacity to pay, Emhart Teknologies B.V.is authorized to postpone delivery of the goods until the customer has provided an acceptable security.
10.3 The customer is not allowed to sell or deliver the goods, or in any other manner, convey the goods to a third party or put them at his disposal, as long as the goods are not paid fully.
10.4 The customer is obliged to give Emhart Teknologies B.V. or her representatives access to the area where the goods are located, especially if Emhart Teknologies B.V.is entitled by law or contract to retrieve the goods.
11. Possessory lien
Emhart Teknologies B.V. shall be entitled to hold a good, which is owned by the customer, and that has been provided to her by the customer, until the customer has fulfilled all his obligations, regardless of their origin, towards Ehart, unless the customer has provided an acceptable guarantee. The right to a possessory lien also exists in case of bankruptcy of the customer.
12. Payments
12.1 Payments shall be done within 30 days from the date of invoice, without any reductions or set offs by the customer, to the bank account mentioned by Emhart Teknologies B.V. on her offer or invoice, unless agreed otherwise in writing.
12.2 If the customer does not comply with one or more terms of payment, he shall pay as compensation to Emhart Teknologies B.V.an interest of 1.5% per month of the value of the invoice. A part of the month will be calculated pro rata. The customer shall pay to Emhart Teknologies B.V .all the judicial an extra-judicial collection costs, including any lawyers fees; these costs will be as a minimum 15% of the principal sum involved, but with a minimum of € 45,-.
12.3 Emhart Teknologies B.V.is at all times entitled to demand an advance payment, or a payment guarantee. If the customer does not comply with this demand Emhart Teknologies B.V. will be entitled to postpone her performance or to terminate the contract as a whole or partially.
12.4 The customer is not allowed to postpone his payment obligations. This includes the situation in which he is of the opinion that he has justified complaints about the goods.
13. Complaints
13.1 The customer shall immediately upon delivery and receipt inspect the goods. Any complaints must be communicated to Emhart Teknologies B.V.in writing within 2 working days, describing the reasons for the complaint in detail.
13.2 A latent defect must be communicated to Emhart Teknologies B.V.in writing within 8 working days after which the latent defect was discovered or reasonably should have been discovered. Failure to do so results in the loss of all rights related to the latent defect.
13.3 The fact that a complaint was communicated to Emhart Teknologies B.V.does not release the customer of his obligation to fulfill his payment obligations under the contracts.
13.4 Minor deviations in colour, weight, measure etc. are no grounds for raising a complaint or for termination of the contract or for claiming
damages.
Emhart Teknologies B.V. applies with regard to deviations in the amount of blind rivets and self drilling screws a tolerance of ± 1% per package. Within this tolerance percentage no complaints will be accepted nor will missing amounts be delivered without costs.
13.5 No complaints will be accepted if the goods have already been sold or delivered to a third party or have been at the disposal of a third party.
13.6 If according to Emhart Teknologies B.V. the complaints are justified, the customer shall, at first request from Emhart, immediately return the goods. Emhart Teknologies B.V. may at her own discretion choose either to reimburse the damages, or to perform repair, or to deliver replacement goods.
14. Intellectual property
14.1 Copying of text or pictures from Emharts publications in whatever format is permissible only after prior written approval by Emhart.
15. Termination
15.1 Without prejudice to the other provisions of these conditions of sale, Emhart Teknologies B.V. shall be entitled immediately to terminate in whole or in part the contract without recourse to the courts and without notice of default at such times as the customer fails to comply with any of the terms of his contract with Emhart, whether or not caused by force majeur, is declared bankrupt, applies for a suspension of payment of debts, liquidates all or part of his business or loses the control of his assets or parts thereof as a result of seizure, the appointment of a guardian or in any other way.
15.2 As a result of the termination, all claims of Emhart Teknologies B.V. against the customer, including any claims  which result from other contracts concluded between the parties, shall become immediately recoverable.
16. Liability
16.1 Emhart Teknologies B.V. does not accept any liability for damage or loss suffered by the customer or third parties, except for those damages which are the result of a willful act or gross negligence on the part of Emharts employees or agents.
16.2 If Emhart Teknologies B.V.is liable for damage, this liability shall be confined to and will not exceed the net amount invoiced to the customer.
16.3 All information (including pictures) communicated by Emhart Teknologies B.V. regarding the quality, treatment, use, feature etc. of the goods, has been prepared by Emhart Teknologies B.V.to the best of her abilities and can only be qualified as an approximate estimation and therefore cannot be regarded as a guarantee of any kind, unless agreed otherwise in writing.
16.4 The customer shall assume liability and shall indemnify Emhart Teknologies B.V. against liability arising out of a claim from a third party for damage caused by or through the goods delivered by the customer to the third party.
16.5 If the customer is located outside the territory of the Netherlands and is taking care himself of the transportation of the goods, he shall be responsible for the actual exportation of the goods from the Netherlands. The customer shall assume liability and shall indemnify Emhart Teknologies B.V. for all claims from the customs authorities and third parties in case of infringement of any laws regarding exportation.
17. Return Shipments
17.1 The customer will pay for the cost of the return shipment. Additionally, for every return shipment, an amount will be calculated equal to 10% of the net worth of the shipment on the date of receipt, with a minimum value of € 7,- per shipment, unless agreed differently in writing.
17.2 Return shipments will be paid for by the customer and will only be performed with prior approval by Emhart, unless agreed differently in writing. With the return shipment the invoice number, invoice date and the return shipment number will be mentioned.
17.3 Only those returned goods which are in impeccable state and original manufacturer packaging without customer information mentioned on it like advertisements, firm name, price and other information, will be handled by Emhart.
18. Applicable law
18.1 All orders and/or commissions placed and all contracts concluded with Emhart Teknologies B.V. shall be governed exclusively by Dutch law.
18.2 The applicability of the Vienna Convention on the International Sale of Goods 1980 and the European Convention on the Law applicable to Contractual Obligations is expressly excluded.
19. Disputes
19.1 All disputes arising or resulting from orders and/or commissions placed and contracts concluded with Emhart Teknologies B.V. shall be exclusively referred to the District Court (Arrondissementsrechtbank) in Maastricht.