General Conditions of Sale
Art. 1 – The contractual relation between Parties is governed by present Conditions. Other Conditions or stipulations mentioned on forms or documents issued by the Buyer, are not applicable. Modifications of and additions to present Conditions are null and void, unless agreed in writing with mutual consent.
Art. 2 – Every order placed by the Buyer shall, on acceptance by the Seller, be treated as a separate contract. In the event of more than one contract in force between the Seller and the Buyer any question, dispute or issue, which may arise in respect of one of such contracts, or terms on which it may be settled, shall not affect in any way the performance under the other contract or contracts, nor shall the Buyer be entitled to exercise in relation to any other contract any counter claim or any right of set off.
Art. 3 – If at any time any sum remains unpaid by the Buyer, whether due for payment or not, the goods supplied by the Seller remain the property of the Seller and may be claimed back by the Seller to satisfaction the outstanding debt.
Risk to the goods is transferred to the Buyer upon delivery and title to the goods is transferred to the Buyer once the Seller has received payment in full (in cash or cleared funds) for: a) the goods; and b) any other goods or services that the Seller has supplied to the Buyer.
Until such payment has been received in full and title has passed to the Buyer, the Buyer shall:
a) hold the goods on a fiduciary basis as the Seller's bailee;
b) store the goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods; and maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
Notwithstanding the foregoing, if the whole or any part of the goods (whether or not after being processed or mixed with other goods or materials) is resold by the Buyer and delivered to the Buyer's sub-purchaser before the Seller has received payment therefore, then title to that part of the product shall pass to the Buyer immediately upon delivery to the sub-purchaser, but the proceeds of any such sale shall, whenever any sum is due from the Buyer to the Seller, be held in trust for the Seller.
If any payment is overdue, the Buyer becomes insolvent or bankrupt, commences proceedings to be wound up, enters into any voluntary arrangement with its creditors, the Seller may, without prejudice to any other remedies to which it may be entitled, terminate all outstanding contracts with the Buyer and the Seller may enter the Buyer's premises to recover all goods of which the property has not passed to the Buyer.
Art. 4 – Delivery dates quoted by the Seller are given in good faith. The Seller shall not be liable for failure on the specified date or dates.
Art. 5 – The Seller warrants that the goods delivered shall be of normal merchantable quality unless specifically stated to the contrary and will be suitable for any purpose recommended in its publications or in writing to the Buyer. The Seller's liability is limited to replacement of goods, which do not conform to this warranty. This warranty is the only warranty that is given by the Seller and shall deemed to exclude all other warranties and conditions whether express or implied, and whether arising by common law, statute or otherwise.
Art. 6 – Minor differences in colour and/or print may not be invoked as a reason for refusal of the goods in question nor for a request for price reduction.
Art. 7 – All claims of the Buyer against the Seller, for whatever reason, become time barred six months after delivery. In case of interruption, the prescription period again runs six months as from the deed of interruption.
Art. 8 – Prices quoted are prices “EX WORKS” unless otherwise agreed.
Art. 9 – Disputes concerning invoices are to be reported to the Seller in writing by the Buyer, no later than eight days after receipt of the invoice, otherwise the invoice is considered to comply with what has been agreed. The Buyer is expected to having received the invoice the third working day after the date of invoice.
Art. 10 – Unless otherwise agreed in writing, all payments are due within thirty days of the invoice date (without any discount) at the registered office of the Seller and into the bank account indicated by the Seller. In case of failure to pay on the due date, all outstanding sums shall become immediately due and will automatically give rise without formal notice to an interest at the rate of 2% per month, as well as a penalty payment of 10% of the outstanding amount.
Art. 11 – In case of unilateral breach of the contract by the Buyer and/or in case of annulment of the contract due to Buyer's fault, the Seller is entitled to compensation for all suffered losses, including loss of profit.
If the goods have already been manufactured or if the production has already commenced, the Seller is entitled to claim the purchase and the payment in cash of those goods.
Art. 12 – All disputes concerning the sale of goods shall be submitted to the exclusive jurisdiction of the courts of the registered office of the Seller. All issues, questions and disputes concerning the relation between the Seller and the Buyer shall be governed by and construed in accordance with the Law applicable in the location of the registered office of the Seller. The application of the Treaty of Vienna on the international sale of moveable goods is expressly excluded.
Art. 13 – If one or more provisions of these Conditions are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of these Conditions shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein.