GENERAL PROVISIONS:
Seller is understood the company Q-Int and any representative, director and/or person working for or on the orders of the company Q-Int. Buyer means the person or company that buys the products distributed by Q-Int or that wishes to conclude a sales agreement with Q-Int.
No terms and conditions other than the terms and conditions contained herein shall be binding upon Seller, unless
I) the buyer has signed a separate purchase agreement with the seller, in which case the separate agreement shall govern or
II) other standard terms approved in writing by both seller and buyer apply to the transaction.
All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on Seller, whether or not they would materially alter this document, and Seller hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
PAYMENT TERMS:
Buyer agrees to pay for the products according to the Seller's payment terms. Seller’s invoices are to be paid in cash, net and without discounts before shipment, unless the invoice provides explicitly for another term of payment. For FOB orders a (partial) pre-payment of the total order value can be demanded upon confirmation. This pre-payment will be deducted from the total outstanding balance, which will be due before shipment.
In absence of payment on due date of an invoice the buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts are furthermore subject to service charges at a conventional interest rate equal to the rate of the investment credit + 2% with a minimum of 12% per annum. Any invoice remaining unpaid a month after due date will be legally and without formal notice, without prejudice to any other right of Seller, increased by 15% with a minimum of 100€ ;. It is indeed accepted to evaluate at this fixed rate and at this fixed amount the damages suffered by Seller as a result of the payment not being made by the buyer on due date. If in the course of performance of the agreement, the seller is of the opinion that there is a risk of insolvency, he may require from the buyer a “first demand” guarantee issued by a first class bank in a sum equal to the contractual value of the goods ordered.
Irrespective of the Incoterms ( FOB, FOT or other) chosen for the delivery of the products, all delivered goods remain the property of the seller until full payment of the invoice plus interest and costs as applicable. The buyer explicitly declares that this clause of reserve of property is known to him and agreed between the parties at the latest at time of order confirmation. Despite this reservation of title and property, the risks and costs relating to the goods are at the charge of the buyer from the time that the goods are loaded in the vehicle or container in the warehouse of the seller, to the destination of the delivery even if the dispatching is deferred for a reason independent of the will of the seller
If the buyer is declared bankrupt, ceases his payments or applies for a composition with his creditors, the seller shall, after having informed the buyer by registered letter:
I) suspend the delivery of the trade goods and rescind all outstanding sales contracts ipso uire
II) Reclaim all previously delivered and unpaid goods for which the costs related to return shipment are to be borne solely by the buyer. Furthermore the buyer will be subject to a additional monthly fee of 10% of the total selling price of the not returned goods to compensate the loss income.
REMEDIES OF SELLER:
Upon default by Buyer, Buyer agrees to reimburse Seller all attorney fees and court costs incurred by Seller in connection therewith. Buyer agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or (f) if Seller, in good faith, believes that Buyer's prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys' fees, will be added to the balance due and Buyer shall pay all such charges.
TAXES:
The amount of any sales, excise, import duties or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer. Any taxes which Seller may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to Seller upon demand.
OTHER COSTS
Unless otherwise stipulated expressly in writing by the Seller, transportation costs, packaging, installation and setting up services are at the expense of the Buyer
WARRANTY:
The Seller's sole and exclusive warranty, if any, is that provided by the product’s manufacturer as it is shown in the product's manual. The manufacturer warranty is limited to manufacturing defects, in such that:
I) Any means of transport , storage, installation or use by the Buyer of the sold product that is not in conformity with “the rules of the art” and with the manufacturer technical specifications, any faulty intervention or repair by the Buyer or by a third party, not being the seller and its employees or an agent, without prior written authorization from the manufacturer or any lack of maintenance voids the guarantee
II) Any defects arising either from material furnished by the buyer or from a design or manufacturing method imposed by the same and any repairs arising from either normal wear of the product or from a fortuitous event or “an act of God” is not covered by the manufacturer’s guarantee.
The Seller himself makes no expressed or implied warranties. As a consequence under no circumstances, and in no event, will seller be liable for personal injury or property damage or any other loss, damage, cost of repairs or incidental, punitive, special, consequential, or liquidated damages of any kind, whether based upon warranty, contract, strict liability, negligence or any other cause of action arising in connection with the design, manufacture, sale, transportation, installation, use or repair of the products sold by seller. Buyer hereby acknowledges and agrees that the Seller’s liability, if any, is strictly limited, and with the Seller having the choice, to the reimbursement of the net sales price of the defective product(s), the standard exchange or the products repair, recognized by the seller as being defective, with the exclusion of transportation, packaging, assembly or disassembly fees or any other costs which will be at charge of the Buyer. As expressly set forth in this paragraph, all products and/or services provided by seller and its employees and agents are provided “As Is”, "Where Is” and “With all faults”
RECOMMENDATIONS BY SELLER:
Buyer acknowledges that Seller does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by Seller and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by Seller concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by Seller to make recommendations or give advice to Buyer shall not impose any liability upon Seller.
INDEMNIFICATION:
The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. Seller makes no promise or representation that the products or services will conform to any federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of Seller.
Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
DELIVERY:
Seller will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but Seller assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Seller, including, but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay. A delay in delivery may not in any case give rise to the cancellation of the order.
In case of transport on pallets, the transportation pallets used for the delivery of the seller’s goods need to be returned to the carrier, if not the buyer will be charged for the following amounts: euro pallets used: 8€ - euro pallets new: 18.25€ - bloc pallets used: 5.75€ - bloc pallets new: 10.25€.
INSPECTION AND ACCEPTANCE:
Claims for damage, shortage or errors in shipping must be reported in writing to the carrier on delivery. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted, except in case of fraud. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or service previously ordered by Buyer or its representatives or cancel any order without Seller's written consent and payment to Seller of all charges, expenses, commissions and reasonable profits owed to or incurred by Seller. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made.
Irrespectively of the Incoterms chosen for the delivery of the products, the products are sold, inspected and approved in the manufacturer’s plants in conformity with their standard procedures, which the buyer must inform himself of. The latter is authorized to inspect and verify the products, at his own expense at the sellers premises, during normal working hours, after arranging the time and date with those in charge. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer's inspection and warranty.
RETURNS:
Returns can only be accepted when Buyer has notified Seller of any deficiencies in advance and when Seller has explicitly agreed in writing. Returns that have not been agreed beforehand by Seller will be rejected and no costs relating to the return or the rejection of it can be claimed towards the Seller.
SHIPMENTS:
All products are shipped F.O.B, point of shipment or Ex Works, point of transport. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer's representative, or common carrier. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as Seller's responsibility ceases upon tender of goods to Buyer, Buyer's representative or common carrier.
SEVERABILITY:
These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
PRICES:
Quoted prices and charges are for information purposes only and do not bind the Seller, except if indicated otherwise in writing by the seller. The prices and charges indicated in the price list of the seller may be changed at all times, without prior notice.
FRAUD:
In the event of failure to abide by the contractual provisions or the specifications of the goods as a result of bad faith or fraud on the part of the seller, the buyer shall at all times be able to reject the trade goods and the buyer may regard all current purchase agreements as rescinded by operation of law for causes attributable to the seller, unless the buyer chooses to demand forced performance, all with such damages as are provided for by law.
In the event of failure to abide by the contractual provisions as a result of bad faith or fraud on the part of the buyer, the seller may regard all current sale agreements as rescinded by operation of law for causes attributable to the buyer, unless the seller chooses to demand forced performance, all with such damages as are provided for by law.
GOVERNING LAW:
These conditions and any order, acceptance or agreement subject to these conditions are governed by Dutch Law. The courts of Utrecht, The Netherlands will have exclusive jurisdiction over any dispute arising from these conditions and all orders, acceptances and agreements subject to these conditions. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than ONE (1) YEAR after the date of invoice.
ENTIRE AGREEMENT:
This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller. All transactions shall be governed solely by the terms and conditions contained herein.
