|General Sales Conditions|
1. Essential Part of Contract: The following GSC are an essential part of all our offers on contracts relating to deliveries and services rendered to commercial customers. If the GSC should not be available in print any customer should refer to http://www.sonepa.com/GSC.html
2. Offers, Contracts: Prior to acceptance we reserve the right to vary our offers. Any contract requires our acceptance in writing; whereby the execution of an order is deemed acceptance. Any variation, supplement or waiver of or under a contract or of any of the provisions of these Sonpena shall be valid in writing only.
3. Prices: Prices - unless otherwise agreed expressly in writing - do not include costs of packing, insurance, freight and value added tax.
4. Tools and Models: They remain our property even if Purchaser pays for them totally or partially.
5. Prepayment, Security: We reserve the right to request a prepayment or security amounting to the purchase price if circumstances arise which could, in our discretion, endanger the collection of the purchase price. This request shall be made in writing. If Purchaser does not pay the prepayment or security within due time after such request, we have the right to rescind the agreement forthwith.
6. Place of Performance: Place of delivery is our production plant or warehouse.
7. Dispatch, Deliveries: Unless otherwise agreed in writing and notwithstanding Paragraph 6. above, all goods are dispatched at the risk of Purchaser. We reserve the right to select the carrier and the routing. Partial deliveries are permitted.
8. Date of Delivery: If an agreed upon delivery date is not met by us, Purchaser has to set in writing a reasonable deadline for final delivery.
9. Transport Insurance: We are authorized to cover appropriate transport insurance on behalf and on account of the Purchaser in an amount at least equal to the invoiced value of the goods.
10. Retention of Title: The goods sold shall
remain our property until all claims arising out of our business
relationship with Purchaser have been satisfied. If the goods have been
processed or finished by Purchaser, our title shall extend to the new
11. Force Majeure: In the event of acts of God, such as fire, war, riots, pillage and natural catastrophes as well as of labour disputes and disruptions of transport or plant operations, directions by authorities, lack of energy or raw materials, or other difficulties beyond the control of the parties affecting either party during the term of a contract, all commitments arising from a contract shall be suspended for the duration and scope of the impediment. In each case the parties shall amicably agree if and to which extent suspended deliveries, if any, caused by Force Majeure shall be made up subsequently.
12. Product Information: Information about our products, equipment, plant and processes is based on extensive research and our considerable experience in the field of applied engineering. We provide this information to the best of our knowledge. However, we do not assume any liability except as expressly agreed in the terms of the individual contracts and we reserve the right to make technical modifications in the course of our product development. Purchaser shall not be relieved of its obligation to verify the suitability of our products and processes for the use or application intended by him. This waiver shall also apply to the protection of third party intellectual property rights as well as applications and processes.
13. Complaints: Purchaser shall submit all complaints, particularly those regarding the quality or quantity of the goods, to us in writing without undue delay, in any event not later than 5 working days from discovery of such defects.
14. Warranty: In the event of justified claims relating to the quality of the goods delivered, we reserve the right, in our discretion, to either replace or repair the goods. If our repair fails to remedy the defects, or the replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the contract.
15. Delivery Shortages: In the event of short deliveries, we shall, if reasonable, cover the shortage or grant credit for the respective amount.
16. Limitation of Liability: We can only be
held liable for indemnification, on whatever legal grounds, up to the
amount of the sales price of the respective goods, without regard to
the value of precious metals contained therein. This applies in all
cases of normal negligence and in case negligence is based on a legal
17. Statements of Account: Purchaser shall verify the correctness and completeness of statements of account, in particular balance confirmations, as well as notes and settlements of accounts. Objections to statements of account shall be given in writing within one month from the date of the respective statement. Any other objections shall be made without undue delay. Failure to make timely objections shall constitute approval.
18. Place of Jurisdiction: Exclusive Place of Jurisdiction shall be for both parties Dordrecht, The Netherlands.
19. Applicable Law: The contract and the legal relationship with the Purchaser shall be governed by and construed in accordance with Dutch Law. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall not apply.
20. Trade Terms: If trade terms have been agreed originating from the International Chamber of Commerce (INCOTERMS), the INCOTERMS as set forth in its latest version under http://www.iccwbo.org/incoterms/preambles.asp shall apply.
21. Severability: Should any of these provisions be deemed wholly or partially invalid, this shall not affect the validity of the remaining provisions.