General terms of delivery and payment

GENERAL TERMS OF DELIVERY AND PAYMENT
I. GENERAL
1. The following general terms shall apply and can only be altered by express agreement confirmed in writing by both parties. Any terms stipulated by the customer/purchaser or any general reference made by the customer/purchaser to his terms are not accepted by us, unless agreed upon explicitly and in writing, without such terms having to be explicitly repudiated by us.
2. Our offers are made without commitment. We are not committed until after we have accepted the order in writing.
3. Unless otherwise agreed upon our prices are calculated for delivery ex works, excluding costs of freight, any packing charges, turnover fax, insurance etc. By delivery ex works is understood: delivery ready for loading at our works.
4. In case of our accepting alterations in the order after its acceptance or in case the execution of the order is compelled to be delayed in the absence of further instructions to be given by the customer/purchaser, we shall have the liberty to increase the price agreed upon by such an amount as will be necessary to cover any additional cost and expenses resulting therefrom.
5. Our prices are based upon the wages and salaries, the prices of raw materials and auxiliary materials, and on the turnover tax levied on the date of confirmation of the sale by us. In case of price increase of one of these factors between the date of confirmation of the order and the date of delivery we shall have the right either to adjust our prices accordingly, or to cancel the agreement without any costs being charged to us.
II. DELIVERY TIME
The delivery time is not binding. Late delivery does not entitle the customer/purchaser in any way to claim any damages or to cancel the agreement, unless this is explicitly agreed and accepted by us in writing.
III. INSPECTION OF QUALITY AND DELIVERY OF GOODS
1. Delivery of goods is effected at our works and the taking of delivery shall be deemed to have taken place on the day subsequent to the date on which the customer/purchaser is informed in writing or by cable that the goods stand ready for loading at our works.
2. In case inspection of quality of goods produced by us is compulsory, the inspection shall take place at the time and place to be indicated by us. In case of absence of the customer/purchaser during the inspection, the quality tests of the goods shall be carried out in accordance with the instructions as agreed upon and these quality tests shall be deemed to be accepted by the customer/purchaser. In case either special quality tests have been agreed upon or inspection by more than one classification society or inspection office is agreed upon, all additional costs thereof shall be paid by the customer/purchaser.
3. All data supplied by us, whether or not in connection with our offers, by way of folders, instruction for assembly or use, designs or shipping documents are merely approximate. They do not form part of the agreement, unless otherwise provided.
IV. RISK AND RETENTION OF TITLE
1. Immediately upon the delivery of the goods the customer/purchaser shall bear the risk pertaining to all damage to or caused by the goods.
2. The goods are always carried at the risk and the responsibility of the customer/purchaser, also if these terms are varied, e.g. delivery is free of charge.
3. The goods however shall remain our property until all obligations under the contract shall have been complied with by the customer/purchaser, including interest and costs if any.
4. If the goods are combined with other objects to form a whole, we shall become co-propietors of such a whole in proportion to the value of the goods delivered by us. In such event, the customer/purchaser shall be deemed to have so far as possible transferred the ownership of the whole to us and binds himself to co-operate regarding all formalities required for the transfer of the property; in such a case the customer/purchaser shall keep the whole for us as well.
V. PAYMENT
1. Payment has to be made without any deduction or compensation in cash at our office in Drunen or through remittance by bank transfer or giro to the account mentioned on the invoice.
2. Payment by bill of exchange can only be made if we have agreed such way of payment in writing and if the bill is negotiable, its validity does not exceed three months and payment of the bill is guaranteed to our satisfaction. All costs arising out of this way of payment shall be borne by customer/purchaser.
3. Each invoice which is not settled on the due date shall attract by law the interest according to the interest level of the F.M.E. (Dutch Federation of Metal- and Electrotechnical industries)- delivery conditions as from that date and without notice being given. The collecting charges are for the account of the customer/purchaser.
4. If, for whatever reason, the customer/purchaser fails to take delivery of the goods on the date and place agreed upon or if the customer/purchaser fails to have the goods carried at the time agreed upon, we shall be entitled to demand all payments connected with the sale as if the goods had in fact been accepted or carried. In such a case we shall be entitled to make all the necessary and useful arrangements to protect the goods for the account of the customer/purchaser. The cost of guarding, transport, warehousing etc. which shall result there from shall exclusively be for the account of the customer/purchaser, without any liability for us, unless it is proved that the delay in the collection/delivery or carriage respectively is entirely attributable to a fault on our part.
5. We reserve the right to claim from the customer/purchaser security for the fulfillment of his obligations even after entirely or partial delivery of the goods. In case the customer/purchaser refuses to provide such security we are entitled without further notice of default or legal intervention to cancel the execution or further execution of the agreement or to suspend the execution of the agreement without the customer/purchaser being entitled to any damages
from us.
VI. CLAIMS
1. Claims are accepted only if they are made in writing and as follows:
a. as far as latent defects are concerned, within 14 days after receipt of the goods by the customer/purchaser.
b. as far as patent defects are concerned, within 48 hours after the goods have been processed or used by the customer/purchaser, but not later than 3 months after receipt of the goods by the customer/purchaser.
2. Furthermore, claims may only refer to defects in the material supplied by us, its composition or its manufacture. We explicitly decline any other liability in any way or respect whatsoever, such as, notably, liability in regard to design or assistance given in connection therewith.
3. No liability is accepted in case of normal wear and tear of the goods or in cases where third parties have repaired the goods or have installed the goods, treated, used or manufactured them wrongly, nor for defects which appear when using the goods under circumstances or for purposes other than those foreseen by us at the time the order was given.
4. In case of claims our liability is always limited either to repair or to replacement of the goods at our option, under the condition that the goods shall be delivered free of charges and without any costs to our factory, and defects shall be ascertained by us. We undertake to send back the repaired or substituted goods at our expense to the original destination of delivery. In case of replacement of the goods the goods originally supplied shall become our property without any costs being charged.
5. As far as goods or parts thereof not being manufactured by us are concerned which show a defect in the material or manufacturing, the customer/purchaser shall only be entitled to claim such damages as we shall have received in this respect, it being understood that we can in no way be compelled to undertake any legal proceedings for the recovery of such damages.
6. We shall not be liable in any way to make good any loss of profit or any other direct or indirect damages or costs of any kind whatsoever arising from the delivery, redelivery or repair of the delivered goods.
7. The customer/purchaser is obliged to safeguard us and to indemnify us against all costs, damages and interest, which might arise as a direct or indirect consequence of claims by third parties against us in respect of incidents, acts or omissions for which we are not liable pursuant to these general terms, as well as in respect of infringements of patents, license, models or copyrights of third parties, caused by the use of data provided to us by or on behalf of the customer/purchaser with regard to the execution of the order.
8. Alleged non-fulfilment of our obligations in case of claims does not release the customer/purchaser from his obligations arising from any agreement concluded with us.
VII. WEIGHT
The weights shown on our weight-certificate or on our invoice are binding. These weights shall be determined by a sworn-in weigher.
VIII. FORCE MAJEURE
The following events, occurring after entering into the contract and impeding the reasonable execution thereof, shall amongst other things be considered to constitute force majeure: labour disputes, and all other impediments such as mobilization, confiscation, embargo, currency restriction, revolt, epidemic, war, civil war and rebellion, fire and other interruption at our works or in that of our subcontractors, and delay in the delivery, for whatever reason, of important materials, raw or auxiliary materials or parts ordered by us in good time.
IX. DRAWINGS, MODELS, TOOLS AND INSTRUMENTS
Drawings, models, tools and instruments made by us remain our property even if we have charged for them. The customer/purchaser shall ensure that these are not copied, handed over or shown to third parties.
X. APPLICABLE LAW AND JURISDICTION
This agreement and the agreements which shall result from it and any activity performed thereunder, shall be governed by the law of the Netherlands and - if applicable - the law of the E.E.C.
All disputes which may arise out of the agreement are to be submitted to the competent Court in the Netherlands, in whose jurisdiction we are domiciled, unless we have confirmed in writing that the dispute may be brought before a competent Court outside of the Netherlands. 

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LDM B.V.
Lipsstraat 44, 5151 RP Drunen, The Netherlands
PO Box 42 , 5150 AA Drunen, The Netherlands
Tel.: +31 416 389 911 fax: +31 416 378 655
Email: sales.ldm@ldmbrass.com
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