Pricelist CE Oct 2024 - Flipbook - Page 221
TERMS AND CONDITIONS
OF SALE AND DELIVERY
(iii)
(iv)
(v)
medium or treatment of the medium
for which the Products has been used;
installation which is not in accordance
with the Supplier’s installation
instructions (if any) and accepted
codes of good practice;
lack of or faulty maintenance; and
normal wear and tear.
The Purchaser shall carry out a reasonable
inspection of the Products within five (5) working
days following the receipt of the Products,
ascertaining that no transport damage has
occurred, and shall notify the Supplier in the
event of transport damage.
All other defects shall, to the extent possible,
be notified to the Supplier within fifteen (15)
working days from detection, by defining the
defect and declaring the claims to be asserted
(the “Notification Period”). In any event, the
Purchaser shall lose the right to rely on a lack
of conformity of the Products if the Purchaser
does not give notice thereof to the Supplier
within a period of (i) two (2) years from the date
of installation at the latest or (ii) three (3) years
(collectively the “Cut-Off Date”) from the date
on which the Products were delivered (whichever
occurs first). In respect of electronic Products,
incl. VIDI Products, the Purchaser shall notify
the Supplier of any non-conformity no later
than two (2) years from the date of delivery, or
the Purchaser shall no longer have the right to
make any claim against the Supplier (the “Short
Cut-Off Date”). The Purchaser may, at the
Purchaser’s discretion, demand the Supplier to
repair or replace the non-conforming Products.
The Supplier shall cover direct costs for access
and restoration, transport of a defect-free
product to the site of installation, dismantling
and reinstallation at the site of installation of
the defective Products. In the event of repair or
replacement by the Supplier, the Cut-Off Date
and/or the Short Cut-Off Date period shall run
from the time when the Products were first
actually delivered, and not from the time of repair
or replacement. No other remedies shall be
available to the Purchaser in the event of a lack
of conformity of the Products.
9. Retention of Title
Notwithstanding delivery and the passing of
the risk involved in the Products, or any other
provision of these Conditions, the ownership of
the Products shall not pass to the Purchaser
until the Supplier has received in cash or cleared
funds payment in full of any amount due. Until
such time as the ownership of the Products
passes to the Purchaser, the Purchaser shall hold
the Products as the Supplier’s fiduciary agent
and bailee and shall keep the Products separate
from those of the Purchaser and third parties
and properly stored, protected and insured
and identified as the property of the Supplier.
Until that time, the Purchaser shall be entitled
to re-sell or use the Products in the ordinary
course of its business but shall account to the
Supplier for the proceeds of sale or otherwise
the Products, whether tangible or intangible,
including insurance proceeds, and shall keep
all such proceeds separate from any monies or
property of the Purchaser and third parties and,
in the event of tangible proceeds, properly stored,
protected and insured.
Until such time as the ownership to the Products
passes to the Purchaser (and provided the
Products are still in existence and have not
been re-sold), the Supplier shall be entitled, at
any time, to require the Purchaser to deliver the
Products to the Supplier and, if the Purchaser
fails to do so, forthwith to enter upon any
premises of the Purchaser or any third party
where the Products are stored and re-possess
the Products.
10. Liability
Notwithstanding anything to the contrary in
these Conditions, for any and all claims, losses,
costs and damages whether such are based on
indemnification, contract negligence, breach of
contract, breach of warranty, statutory rules or
otherwise and to the fullest extent permitted by
applicable law, the liability of the Supplier shall be
limited to:
(i)
(ii)
in respect of property damage, the
yearly limit shall be EUR 5 million
(5,000,000); and
in respect of any other liability, the
total aggregate liability of the Supplier
(iii)
shall be limited to the amount of the
purchase price of the Products
payable under the relevant Binding
Order; and
reasonable costs for access and
restoration, transport of a defect free
product to the site of installation,
dismantling and reinstallation at the
site of installation of the defective
Product to a maximum of EUR five
million a year (5,000,000).
In no event shall the Supplier be liable to the
Purchaser or to any third party for loss of profits,
loss of revenue, loss of business opportunity, loss
of time or for any indirect, incidental, special,
consequential, punitive or exemplary damages
arising out of or related to the delivery of any
Products.
The limitation of liability set out above in this
clause 10 shall not apply:
(i)
(ii)
(iii)
(iv)
in the event of claims for
compensation as a result of death or
bodily injury;
in the event of liability according to
mandatory law;
in the event of wilful intent or gross
negligence on the part of the Supplier;
and
for reasonable costs in the event of
an infringement of intellectual property
rights related to the Supplier’s
performance; except infringement
or violation arising from or based
upon the Supplier’s compliance with
particular requirements of the
Purchaser that differ from the
Supplier’s standard specifications for
the Products.
11. Force Majeure
The Supplier shall not be liable for any delay or
failure of performance due to strikes, lockouts,
fires, floods, act of governmental authority,
epidemics, pandemics, terrorism, political
instability within the country in which the Supplier
operates, acts of God or other causes beyond
the Supplier’s reasonable control provided that
the Supplier has given notice to the Purchaser
