General Terms and Conditions of Delivery and sales of ProSense established in Oosterhout
General Terms and Conditions of Delivery and sales of ProSense established in Oosterhout
Article 1 Applicability
1.1 The present general terms and conditions apply to all quotations issued by ProSense and to all contracts and follow-up contracts concluded between ProSense and its customers, even if this is not indicated by ProSense in correspondence, etc.
1.2 Any other or differing terms and conditions which the customer may apply are expressly declared to be inapplicable.
1.3 Any departure from the above paragraphs must be expressly agreed in writing by the parties.
1.4 ProSense reserves the right to change these terms at any time. Changes shall be deemed to have been accepted if the customer has not made known any objection to them in writing within fourteen days of being sent the revised terms.
Article 2 Drawings
All illustrations, drawings, designs, details of dimensions, weights, etc. remain the property of ProSense at all times and are not binding unless there is express agreement in writing to the contrary.
Article 3 Prices and quotations
3.1 All quotations and prices are without obligation and remain valid for thirty days.
3.2 In the case of a composite quotation, ProSense is not obliged to deliver a part of the goods offered in the quotation for a proportionate part of the offer price.
3.3 All offers from stock are made subject to the goods not being sold in the interim.
3.4 All prices are stated on the basis of the prices applying at the date of quotation/contract.
ProSense has the right to increase prices if this becomes necessary due to a rise in material prices, wages or other relevant costs during the period between the date of quotation and/or contract and the delivery date.
3.5 Prices of subsequent orders are independent of prices in a previous quotation.
3.6 Prices for all deliveries apply ex warehouse, exclusive of packing, insurance, transport and VAT.
Article 4 Orders
4.1 Orders and commissions/contracts are not binding on ProSense until they have been confirmed in writing by ProSense.
4.2 ProSense has the right to fulfil orders or commissions/contracts in parts and to invoice them in parts. In this case the customer is obliged to accept the part deliveries and to pay for them.
Article 5 Delivery dates
5.1 The delivery periods stated in quotations, order confirmations and contracts apply approximately and as such are without obligation. Delivery periods only commence from the date at which ProSense has received all the necessary information from the customer.
5.2 Failure to meet the delivery periods for whatever reason shall not in any circumstances entitle the customer to claim compensation, to withhold payment on any goods already delivered or to set off payment against any other invoices still outstanding.
5.3 If stated delivery period(s) are exceeded by five months or more, the customer shall have the right to cancel the contract or to refuse to accept the goods.
Article 6 Installation
6.1 If so agreed in writing ProSense will install the goods or have them installed.
6.2 The customer shall give ProSense access to the installation location during ProSense’s normal working hours to allow the necessary work to be carried out.
6.3 Installation is at the customer’s expense and risk at all times.
Article 7 Obligation to take delivery of goods
7.1 If the customer refuses to take delivery or neglects to provide information or instructions required for the delivery, the goods will be stored at the customer’s expense and risk. All associated costs are due and payable every 14 days in all cases.
7.2 Without prejudice to its rights to demand that the customer should take delivery of the goods, ProSense is then entitled to invoice for the waiting goods and to claim payment for them.
Article 8 Force majeure
8.1 If as a result of force majeure ProSense is unable to meet its obligations under an order or contract or is unable to meet them in full or on time, ProSense has the right to declare that order or contract dissolved without the intervention of the courts.
8.2 Force majeure is defined as any circumstances outside the control or ProSense which temporarily or permanently prevents ProSense from fulfilling the order or contract, and any circumstances such that in ProSense’s sole assessment ProSense can not reasonably be expected to fulfil the order or contract.
8.3 Force majeure specifically includes but is not restricted to lack of plant, basic materials or labour, storm, fire, smoke or water damage, extreme weather conditions, strike, interruption of work or other standstill either in ProSense’s operations or in the operations of its suppliers or auxiliaries.
8.4 In the event that ProSense declares the contract to be dissolved on the grounds of force majeure, the customer has no right to compensation or penalty payments of any kind.
Article 9 Payment
9.1 Unless expressly agreed otherwise, payment for goods bought and delivered must be made within 30 days of date of invoice.
9.2 All payments must be made in the invoiced currency, with no deduction or set-off of any debts, either at ProSense’s office or to a bank or post bank account to be designated by ProSense.
Article 10 Non-payment
10.1 In the event of non-payment or late payment the customer shall be liable to pay interest from the date of invoice of 7% per month on the outstanding invoice amount added with 2% ECB interest, without any notice of default being required. A part of a month shall be calculated as a full month for this purpose.
10.2 If after receiving a notice of default the customer still fails to pay the amount due, ProSense shall have the right to pass on the debt for collection without prior warning. All costs of collection, both legal and extrajudicial, shall be payable by the customers/debtor.
10.3 The extrajudicial collection costs are set at 15% of the principal sum, exclusive of VAT and with a minimum of EUR 250.00. The extrajudicial costs also include the costs of any petition for involuntary liquidation. As regards the legal costs, the actual costs of ProSense’s Lawyer, to be stated by the relevant lawyer at that time, will be charged.
Article 11 Reservation of rights
11.1 If in the judgement of ProSense any credit granted or to be granted to the customer becomes too large, ProSense shall be entitled to demand payment in full or in part before delivery or to ask for adequate security for such payment.
11.2 If circumstances so indicate, ProSense shall also be entitled to suspend or cancel the orders placed.
11.3 If the customer fails to pay any due and payable debt to ProSense, ProSense shall be entitled to take back the delivered goods immediately, without prejudice to its rights to payment in full.
Article 12 Retention of title
12.1 All goods sold and delivered to the customer remain the property of ProSense until full payment of the goods delivered or to be delivered, including interest and charges as referred to in article 9, has been received by ProSense.
12.2 As long as the title remains with ProSense, the customer does not have the right to process the goods, pledge them, transfer their ownership as a security or grant any other right to them to third parties, except within the normal exercise of his business.
Article 13 Guarantee
13.1 ProSense provides a guarantee of 12 months from the date of delivery on instruments and parts supplied. The guarantee applies only for the normal use of the instruments or parts.
13.2 Contrary to the previous paragraph, articles and parts made of glass, Plexiglas, rubber, elastic, plastic or synthetic materials, and also light bulbs, valve semiconductors, thermocouples, liquids and electrodes only carry the guarantee provided by the manufacturer in questions.
Article 14 Liability
14.1 ProSense is not liable for direct or indirect loss or damage to persons and/or goods, including loss or damage due to a stoppage of business resulting for instance from the operation of or any defect or shortcoming in any goods supplied or from any work performed by or omission or shortcoming by personnel of ProSense.
14.2 If the goods to be supplied by ProSense are used outside the Netherlands, ProSense is similarly not liable for any consequences for the use or application of the supplied goods arising from technical requirements, standards and/or regulations laid down by laws or stipulation of the country in which the goods are used.
Article 15 Complaints
15.1 ProSense will only process complaints if these are submitted to ProSense in writing by registered mail within 8 days of delivery.
15.2 If ProSense finds a complaint to be justified ProSense will arrange for either repair or replacement at its discretion and at its expense. ProSense is not obliged to pay any compensation.
15.3 Any complaints do not result in payment obligations being suspended and do not entitle the customer to cancel any orders made or to refuse delivery of such orders.
Article 16 Returned goods
16.1 ProSense will only accept returned goods provided that prior agreement has been given in writing and on condition that the goods are sent back carriage paid.
16.2 The goods will only be replaced if they are received by ProSense in an undamaged condition.
Article 17 Applicable law
17.1 All quotations made by ProSense and all contracts concluded with the customer together with the performance of such contracts shall be governed solely by the law of the Netherlands.
17.2 All disputes arising from offers made, contracts concluded or deliveries made by ProSense shall be settled solely by the competent court in the district of Breda.
These general terms and conditions of sale and delivery were filed with the Chamber of Commerce and Industry for Breda and the surrounding district on 18-06-2004 as number 4024. This is a translation, only the Dutch terms are valid.