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General Sales Conditions of  DeltaSigma Products BV i.o.  and / or DeltaSigma Products BV

Chamber of Commerce Number :  20118753

 

1          GENERAL APPLICABILITY

 

A        All offers and supplies are exclusively made with due observance of the conditions of sale and supply mentioned below, unless parties explicitly agree otherwise in writing. Buyer undertakes to agree to these selling conditions, putting aside any purchasing conditions of his own.

B        Should, in the opinion of the judge, any clause of these general conditions of sale and supply for whatever reason not be applicable, then the relative clause has to be replaced by a clause by which parties can attain the object they have in view. The other clauses of these conditions of sale and supply will still be effective.

 

2          OFFERS

 

         All offers are understood to be without obligation. A legal commitment is regarded to have been made at the moment when the seller has confirmed the order.

 

3          SUPPLIES

 

A        The conditions of supply will be interpreted in accordance with the latest valid INCOTERMS of the INTERNATIONAL Chamber of Commerce.

B        Unless agreed upon otherwise, the delivery time is approximate.

C        Unless agreed upon otherwise, the seller is free to choose the way and means of transport of the goods to buyer. In the case where the seller bears the freight charges the seller shall be entitled to increase the prices after conclusion of the agreement according to any increase of the freight charges.

 

4          PROVISO WITH REGARD TO PROPERTY

 

A        The goods supplied shall remain the seller’s ownership until such time the buyer has completely fulfilled his payment of the amounts according to the agreement. However, as long as he has met his obligations towards the seller, buyer shall be authorised to dispose of the goods under the seller’s ownership within his normal conduct of business.

         The buyer shall not be entitled to mortgage the goods or to transfer the goods in fiduciary ownership. Moreover, he has the obligation to inform without delay of any actions taken by third parties with respect to goods belonging to the seller.

 

B        In case of paragraph 7 (non-fulfilment) the authorisation as referred to in 4A shall automatically be annulled. The seller shall be entitled to demand the handing over and therefore to take back the goods supplied, without giving previous notice of default or judicial intervention. For that purpose the buyer shall admit seller to the place where the goods are stored.

5          PRICES

 

A        Unless agreed otherwise, all prices are to be understood net, ex works. They apply only to the whole quantity offered.

B        All prices are based on the official rates of exchange in force at the time the offer was made as well as on import duties, prices of raw materials and other taxes and levies the prevailing.

C        In the case of increase of any of the prices of the factors as referred to in 5B, which increase took place before the delivery of the goods, the seller reserves the right to increase the prices in a reasonable way according to the change in costs of the factor as referred to in 5B.

D        The seller must notify the buyer of such price increase in advance. In the event that the buyer does not agree with such price increase, he has the right to cancel the transaction within one week after he was informed of the price increase.

 

6          PAYMENT

 

A        The buyer undertakes to pay the amount within 30 days after the date of invoice or other terms confirmed by contract. Payment will always take place in Euro’s unless agreed upon otherwise. The obligation to pay will be fulfilled only when the seller has received and can dispose of the entire amount due.

B        The seller has at all times the right to deviate from the condition laid down against 6A a.o. by demanding cash payment or payment in advance when there are well-founded doubts as to the fulfilment of the conditions stipulated in paragraph 6A.

C        The buyer will be in default when not having made payment within the time of payment, without any notice from the part of the seller being required. Without prejudice to any other right the seller may possess, the consequence will be that:

         I        the buyer will owe 2% interest on top of rate of discount rate on promissory notes of the Nederlandsche Bank N.V. valid on the expiry date of the payment term.

         II       the buyer will have to reimburse to the seller all expenses the latter has made to collect the amount the buyer owes him, including non-judicial expenses, with a minimum of 15% calculated from the basic amount, with a minimum of Euro 250,00

 

7          NONFULFILMENT

 

A        In the event that a petition for bankruptcy has been presented, bankruptcy, sequestration, liquidation or suspension of payment has been petitioned or obtained by either party, a voluntary or involuntary general assignment of the assets for the benefit of creditors, a receiver or trustee is appointed for all or any part of a party’s property then the other party at its option will be entitled to terminate the agreement immediately and unilaterally by registered letter, without giving previous notice of default and without judicial intervention, or to suspend its execution in whole or in part, without having to make any compensation and without prejudice to any further rights he may be entitled to.

B        In the event of any of the eventualities mentioned in paragraph 7A occurs with buyer, everything that buyer owes to the seller on account of any contract will become claimable in full.

 

8          FORCE MAJEURE

 

A        Force majeure of whatever nature, mobilisation, war, revolution, fire, strike, epidemics, interruption of transport, confiscation, disruption in production, lack of raw materials and/or energy, catastrophes, restrictive government regulations of whatever nature, malfunctioning of installations essential for the execution of the agreement, when third parties fail to supply goods or render services and any circumstance the seller could reasonably not foresee and cannot influence and which, had he known it when concluding the agreement would have induced him not to conclude it or not under the same conditions, the seller at its option shall be entitled to terminate the agreement in part or in full or to suspend it without having to pay any compensation.

B        Fulfilment of the obligation in one or more cases as mentioned against 8A does not affect the right to suspend or to terminate the agreement in other cases.

C        In the case due to force majeure the supply respectively delivery of the goods is delayed by more than eight (8) weeks, both parties are entitled to terminate the agreement.

 

9          COMPLAINTS AND RESPONSIBILITY

 

A        Communications made by or on behalf of the seller regarding quality, composition, treatment of the goods in the widest sense, applications, characteristics etc. of the goods, does not commit the seller, unless such communications are made in writing and explicitly in the form of a guarantee.

B.1     The buyer is obliged to inspect the goods out of their original packing immediately upon arrival or as soon as possible afterwards. Complaints about damage, quality, short weight or other deficiencies have to be lodged with the seller by registered letter within fifteen (15) days from receipt of the goods.

B.2     The buyer is obliged to take necessary measures to limit as much as possible the damage done to the goods supplied.

B.3     The buyer is obliged to observe strictly the instructions for storing and handling of the goods.

B.4     The seller will be no longer responsible in case the buyer does not meet the above directions (B1, B2, and B3).

C        Complaints duly presented and motivated will be settled by the seller at its option by price reduction or additional supply of the goods that were short-delivered, replacement or taking back. Treatment of complaints does not affect the buyer’s obligation to pay.

D        The responsibility of the seller with regard to the goods supplied to buyer will never exceed the net selling amount and the invoice amount of the goods supplied. Any further responsibility of whatever legal ground, particularly with respect to indemnification for trading loss or other indirect damages, is excluded.

 

10       HARDSHIP CLAUSE

 

A        If, prior to the agreement being executed, the circumstances prevailing when the agreement was concluded would change in such a way that fulfilment of one or more conditions can no longer reasonably be required, parties shall negotiate about an alteration of the conditions of the agreement.

 

11       OBJECTIONS

           

It is the risk of buyer if a National Authority gives instructions not to use, not to use temporary or otherwise, the delivered products of  DeltaSigma Products BV.

            DeltaSigma Products BV will, inform the buyer of the products in writing

(fax or/ and mail or / and e-mail) if this objection was given by Dutch Authority / Authorities.

 

12       CHOICE OF FORUM

 

         The transaction is subject to the Dutch law. Any dispute arising from the transaction will be submitted to the competent court of justice in Arnhem, the Netherlands, on the understanding that the seller has the right to submit every dispute to the court of justice competent in the buyer’s domicile.