General Terms and Condition
- All Transactions done by Compressor Consultancy Holland are expressly limited to the terms stated in this document. Any additional or different Terms purposed by the Purchaser are rejected unless mentioned in writing by Compressor Consultancy Holland.
- In this Document Compressor Consultancy Holland herein is called “Seller”.
- No person has authority to make a claim, any representation, guarantee, terms, promise or condition, which is not expressed herein. All Transactions will be binding after written acceptance by the M.D of Compressor Consultancy Holland. Commencing performance shall not constitute an acceptance of Purchase’s order.
- Should any part or repair of Seller’s prove, under normal use and service to have defective in material or workmanship when shipped (as determined by Seller), Sellers guarantees that it will, at its sole option, repair or replace said part on a F.C.A-basis (Incoterms 2000) provided that Purchaser notifies Seller, in writing, of such defect within twelve (12) months from date of shipment of parts or repair from manufacturing plant. On request of Seller the part claimed to be defective will be returned, to the factory were made, for inspection. If in the Seller’s opinion repairs have to be effected at the Purchaser’s plant site, local labour shall be placed at the disposal of the Seller by the Purchaser, free of charge to the Seller, and likewise lifting and hoisting equipment of sufficient capacity, upon request of Seller. Any item purchased by the Seller is guaranteed only on the extent of the original manufactures guarantee to the Seller. The burden of proof whether any defects occurred within the guarantee period rest with Purchaser.
- The Seller shall not be liable for any damages or delays caused by follow up of recommendations coming from reports of consultancy jobs by the Purchaser.
- The Seller shall not be liable for any damages or delays caused by the defective material or workmanship. No allowance will be made or responsibility accepted for repairs or alterations made by others without the Seller’s written approval. If repairs or changes are carried out without knowledge of the Seller, Seller’s guarantee is void. Unless expressly specified in the purchase order, no part or repair shall be deemed to be defective by reason of its failure to resist the action of erosive or corrosive gasses or liquids, or the deposition of foreign material from such gasses or liquids. Seller can not be held responsible for damages caused by improper installation, by operation which is not according the design operation condition, improper handling, maintenance or otherwise. Save as provided in this paragraph all liability of Seller, howsoever arising, and all guarantees, representations or conditions, whether expressed or implied. In relation to service, parts and repairs are hereby excluded.
- The Seller’s total liability is limited to the cost of the part, repair and service. If for any reason the repair of the defective part fails the Seller may at its sole opinion remove the part or repaired part at its own expense and in full and final discharge of all liability, refund the Purchaser all sums which shall have been paid by Purchaser on account of the purchase price named herein. In no event shall Seller’s maximum liability exceed the contract price.
- The Seller’s guarantees and the rights of the Purchaser as mentioned in this document are exclusive. The Purchaser hereby waives all other guarantees, obligations, claims arising by law or otherwise.
- All orders received by the Seller from the purchaser may be cancelled by the Purchaser in writing and by payment of cancellation costs. The cancellation cost contains cost, for pre-engineering, final engineering, material, manufacturing, administration and a reasonable profit.
4. Sales and Similar taxes.
- Taxes are not included in the price of parts, repairs and services. The amount of any present or future sales, use or other tax, imposed by any Government, or any state or local governmental authority, except taxes imposed on net income, which the Seller now or hereafter shall be required to pay, either on its own behalf or on behalf of Purchaser, or otherwise, with respect to the parts, repairs and service covered by the transaction, shall be added to the price contained herein and paid by the Purchaser in the same manner and with the same effect as if originally added. If Purchaser wishes to claim exemption, Purchaser shall provide the Seller with evidence of such exemption. However, use or similar taxes which are applicable shall be payable by Purchaser to Seller at or before the time when said taxes are due.
- Purchaser shall pay all taxes imposed by any Government or agency, thereof and any state and local tax: in respect of any transfer of title, delivery or use of the part, repair or service. The Term “taxes” includes, but is not limited to, excise, custom duty, sales, use, added value, turnover, license, privilege, occupation and property taxes.
- If the Taxes for which the Purchaser is responsible hereunder are demanded of Seller by any governmental agency. Purchaser shall pay them to Seller upon receipt of an invoice thereof from the Seller. All stamp taxes, fees and similar expenses pertaining to this transaction, including without limitations, its execution, translation, registration, legalisation and authentication shall be for account of the Purchaser.
5. Terms of Payment
- Except where otherwise agreed in writing between the parties, all payments due to the Seller shall be made by Purchaser within 30 days of the receipt of Seller’s invoice by bank transfer. Revision of payment terms may be required, without limitation, by the Seller, due to a change in Purchaser’s credit rating and such revision may include, without limitation, cash before shipment.
- If payment of any sum payable, is delayed, Seller shall be entitled to receive interest under the amount unpaid during the period of delay. Such interest shall be calculated at a rate of three (3) months EURIBOR, as published the European Central Bank, for Euro, to be fixed at the rate valid and established on the first business day of each calendar month, plus six (6%), calculated on the basis of a 360-day year and actual number of days elapsed. Seller shall be entitled to interest without prejudice to any other right or remedy he has under Contract or law.
- All payments shall be effected in Euro regardless of the currency in which the prices have been quoted and no deductions of any kind may be applied to any payment.
- Without waiving any other rights or remedies Seller may have, Seller may, at its opinion, defer shipment or deliveries hereunder, or under any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to Seller.
- If parts or repairs are to be shipped in partial shipments, payments shall be according these shipments. If shipment, other act or other condition affecting the payment of the part, repair or service is delayed on account of the Purchaser ( wrong shipping details, or on request not giving shipping details) payment will be due as per normal shipment ( documented in Purchase order). Purchaser shall, in addition to the price, pay the Seller reasonable storage charges and, during such storage, the risk of loss for stored parts or repairs shall be on Purchaser.
- Seller shall have the right to adjust the contract price. The price adjustment will be based on the price effect at the time of the shipment, unless there is a written agreement to the contrary.
- Delivery times mentioned in quotation and order acknowledgement refer to the manufacturing completion date and thus estimated and thereof subject to change.
- The Seller has the right to send the all or part of the parts or repair when they are ready for shipment. If the Purchase is not able to receive the shipment or the Seller is prevented from making the shipment due to causes beyond the Seller’s control, the Seller will store the shipment at the Purchaser’s risk and expense.
- In no event shall Seller be responsible for delays in delivery when such delays are caused by conditions which are not under its control, including, but not limited to material storage at Seller’s works or at Seller’s supplier’s works, strikes, labour transportation difficulties, war, floods, fires, earthquakes, explosions, epidemics, acts of governments, governmental priorities, allocations, regulations or orders affecting materials or facilities, acts of God, freight embargoes, or when Seller’s delay in performance of or the submission of additional specifications or data arising out of connection with, Purchaser’s delay in return of approved specifications and or other data to Seller, and or request for additional specification or other data.
- In such event Seller’s time for performance shall be extended under the contract and or the date for the submission of additional data or compliance with Purchaser’s change.
- Seller shall in no event be liable for incidental or consequential damages resulting from any cause.
- The total liability of the Seller ( including sub suppliers) on any and all claims shall not exceed and shall be limited to the total amount of the Contract price, or in case of a long term contract to the Contract price of that particular year. All such liability shall terminate upon expiration of the guarantee period.
- Purchaser shall indemnify and hold harmless the Seller from all claims which exceed the above mentioned limitations and exclusions.
- All drawings and specifications supplied by the Seller will remain property of the Seller and are not to be reproduced with out a written approval of the Seller.
- No manufacturing drawings or information of part or repair will be submitted to the Purchaser.
- Printed catalogues, pamphlets and other general information submitted to the Purchaser with the written approval of the Seller, are meant to be used as a assist in understanding the part, repair or service, and are no meant to be used as a scope of supply for the performance of part, repair or service as per proposal and will not become part of any contract.
- Unless otherwise identified in writing, no material submitted by the Purchaser to the Seller shall be deemed confidential or proprietary information of Purchaser.
- The Purchaser shall have the right to make changes in any or more of the following, provided that such changes are agreed to in writing by Seller and Purchaser: specifications, drawings and data where the part, repair and service to be furnished are specially manufactured for the Purchaser. Method of shipment or packing; and place of delivery. If in such case the change results in a increase of costs or the time required for implementation of the change, the Seller has the right to change the contact price or delivery time or both.
- In instance where the Purchaser request is deferral of the original shipment date or through actions initiated by the Purchaser which are beyond the control of the Seller a delay in shipment is caused, the Seller entitled to compensation for the carrying value of the engineering and inventory investment plus the value assignable to lost utilisation of shop capacity that cannot be replaced because of time factor alone.
9. Delivery time
- Prices quoted are for delivery ex Seller’s works, excluding packing. The terms of delivery and rated obligations are in accordance with and as defined in the INCOTERMS 2000 edition. Delivery shall take place in Seller’s work by handing over the goods to the carrier. The costs of transportation to the Purchaser’s site shall be for account of the Purchaser and shall be added to the price of the part or repair.
10. Passing of Risk and Title
- At the time when the repair or parts are delivered as mentioned in paragraph 11, the Purchaser shall bear the risk with regard to any and all direct and indirect damage that may be caused to or by said parts or repair. Without prejudice to provisions of the preceding paragraphs the title to the goods shall not pass to the Purchaser until all amounts due to the Sellers in respect of the delivery of said goods including any interests and costs, have been paid.
11. Expediting and inspection
- The Seller shall use its best efforts to permit the Purchaser or its representative to carry out expediting functions or inspections at the Sellers and subcontractors facilities. In the case that a subcontractor refused such a expediting and inspection the Seller will carry out this function. In case of a Purchaser inspection results in a increase of costs, the cost will be for account of the Purchaser. Any delays in delivery time due to inspection or expediting by the Purchaser also will be the responsibility of the Purchaser. The Seller will coordinate all inspections and expediting of the Purchaser.
- If conditions beyond the control of the Seller render unavailable any materials specified in the Purchaser’s purchaser order or any other contact, the Seller will have the right to make suitable substitutions as required, subject to informing the Purchaser as to major items to be substituted. The Seller shall, prior to packing for shipment conduct such tests or inspections as are normally performed by the Seller with respect to such parts or repair. Additional tests or inspections requested or specified by the Purchaser will be performed at the Purchaser’s expense, unless such additional tests or inspections have been previously agreed to in writing. The Seller has the right to carry out any portion of the Purchaser’s transaction through any of its subsidiaries, affiliates, sub-Seller’s or licensees.
- The Seller will accept no return of the parts or repair without its prior permission. If parts or repairs are returned through no fault of the Seller, a service charge for handling the returned parts or repair will for account of the Purchaser.
12. Prior dealings
- No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any of the terms and conditions.
13. Entire agreement
- The terms and conditions contained in the General terms for the sale of parts and repairs of Compressor Consultancy Holland represent the total agreement between the Seller end Purchaser and supersede all previous communications, representations or agreements, either oral or written, with respect to the subject matter thereof and can only be modified through a written amendment duly signed for acceptance by authorised Representatives of the Purchaser and the Seller.
- All disputes arising in connection with the present contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Venue of the arbitration shall be Rotterdam.
14. Applicable Law
- The Contract shall be governed by the law of the Netherlands.