Dispense Equipment 2024 EN - Flipbook - Page 178
MICRO MATIC
TERMS OF SALE AND DELIVERY
(Version 1.3/01.01.14)
1. CONCLUSION OF CONTRACT
1.1. The Parties agree that CISG (United Nations Convention
on Contracts for the International Sale of Goods) governs
the Parties’ conditions unless otherwise provided in the
following amendments and additions and/or by the written
agreement entered into between the Parties
2. PRICES AND PAYMENT – RETENTION OF TITLE
2.1. All prices are excl. VAT, public dues of any nature,
transport etc.
2.2. Until delivery of the goods, seller is entitled to increase
the price equivalent to any price increase made by seller’s
sub-contractors, changes of rates of exchange, political
events, direct or indirect taxes or other conditions which the
seller cannot control.
2.3. Payment is net 30 days on delivery. On late payment
default interest is charged at a rate of 2 percent per month. If
payment is not made on time or if buyer omits to take/receive
the goods sold once buyer is committed to do so, seller is
entitled immediately and without further notice to cancel the
sale.
2.4. The ownership of the goods sold remains with seller
in all respects until buyer effectively has paid the purchase
price and all other costs attached to the purchase.
3. TIME AND PLACE OF DELIVERY OF SELLER’S GOODS
3.1. Noti昀椀ed times of delivery are indicative only and subject
to full approval of the contents of the agreement, for instance
accepted drawings and 昀椀nally con昀椀rmed dimensions. If full
or partial prepayment has been agreed, it is a condition that
such payments actually have been effected.
Failing indication of an exact delivery date, but on the
contrary a delivery period, such a period is counted from
the date when seller has received all necessary information
for ful昀椀lment of the contract and provided that agreed
prepayments, if any, have been effected.
3.2. All deliveries are made “EX Works” (EUROPE
INCOTERMS 2020). Delivery and transfer of risk take place
when the seller places the goods at the disposal of the buyer
at the seller’s premises or another named place (e.g. factory,
warehouse, etc.) not loaded on the collecting vehicle. The
costs transfer at the time of delivery. The buyer is required to
clear the goods for export
4. DUTY OF INSPECTION AND NOTICE OF LACK OF
CONFORMITY
4.1. Immediately on receipt, buyer shall inspect the goods
thoroughly to ensure that the goods are conforming with
and delivered according to the contract. If buyer at that
time believes that the goods sold do not conform to the
contract, buyer must immediately and not later than 8
days from delivery notify seller in writing if he will rely on
nonconformity.
4.2. If in respect of seller’s goods or parts hereof buyer
receives notice of lack of conformity from buyer’s own
customers or other users of seller’s goods, buyer must
immediately pass such notice in writing/tender the notice to
seller.
If buyer does not observe this duty, buyer may not put
forward any claims of nonconformity or compensation
178 | TERMS OF SALE AND DELIVERY
against seller at a later stage and in the mutual relationship
between buyer and seller buyer must indemnify seller against
any claim rightly adjudicated directly from seller in favour of
buyer’s customers.
4.3. If within 3 months from the time of delivery buyer has
not made a written notice of lack of con-formity, buyer is in
all respects prevented from relying on any nonconformity,
compensation or guarantee claims or other remedies
whatsoever.
5. NONCONFORMITY
5.1. If it becomes apparent that the goods do not conform
to the contract, seller has the option to effect repairs or
otherwise to redress. Only if within a reasonable time and
on a reasonable number of repair attempts seller is not able
to correct or make good the defect etc., buyer may arrange
for repair by third party or claim a reduction in the purchase
price.
If buyer unjustly arranges for third party to repair, buyer may
not in such cases claim cover of his costs in respect thereof
from seller.
5.2. In cases of short deliveries (quantitative lack of
conformity) seller may make subsequent deliveries within a
reasonable time, in which case buyer may not invoke breach.
[Goods not deviating more than 5 per cent as compared
to the agreed quantity are considered to ful昀椀l the agreed
quantity.]
5.3. Buyer carries the full risk that seller’s goods are suited
for purposes particularly applicable for buyer.
6. LIMITATION OF LIABILITY
6.1. Seller is only liable for defects in seller’s goods if buyer
has used the goods as prescribed and in a sound manner,
and according to seller’s directions, if any. Seller’s liability is
limited to defects in seller’s own goods and not to defects
or faults that arise in connection with seller’s goods being
incorporated in or to those of others.
6.2. The seller is not responsible for the buyer’s selection
of the product, including compatibility of the product, its use
and results, unless the contract explicitly refers to these.
The seller undertakes no responsibility for the buyer’s
selection of potential supplementary equipment and service
requested for use with the product as well as application and
results of same.
The seller reserves the right to modify his products without
notice as far as such modi昀椀cations do not cause major
restrictions of the applications.
6.3. In no circumstances is seller liable for any loss on
operations, time, pro昀椀t margin or other indirect losses
suffered by buyer or buyer’s customers or other users
of seller’s goods. Buyer may not claim compensation to
cover the costs incidental to dismounting and remounting
the objects or installations, in which the goods might be
incorporated.
6.4. To the extent that seller is held liable towards third
parties, buyer must hold seller harmless to the extent such
liability exceeds the limits set out in these Terms.
6.5. In no event may seller’s liability for the goods supplied/
or not supplied exceed 50 per cent of the value of individual,
faulty products.
