Abridged version of the general terms of delivery of:
FG INTERNATIONAL HOLLAND BV
This abridged version merely outlines the specifications laid down in full in our General Terms of Delivery. Our legal relationships will therefore be controlled exclusively by the full terms, a copy of which will be forwarded free of charge upon request.
1. All agreements with us will be subject to our General Terms of Delivery to the exclusion of the General Terms of Delivery of the other party. Dutch Law shall apply. Any disputes will be submitted for the judgement of the competent court ratione materiae in the district of ‘s-Hertogenbosch.
2. Unless agreed otherwise, all offers made by us will be without engagement and valid for three months.
3. An agreement with us becomes effective only upon written confirmation by us of an assignment, failing which the establishment of an agreement will become evident by our carrying out said assignment. The invoice will then be deemed to represent the agreement correctly and entirely.
4. In the event of demonstrable changes to one or more of the factors determinant to the cost price, we shall be entitled to alter the prices accordingly, without the other party then being entitled to cancel the agreement.
5. Unless agreed otherwise all invoices will be payable without any discount or compensation within 30 days of the invoice date. In the event of overdue payment legally determined interest per month on the total amount still owing will be payable to us by the other party, as well as all judicial and extrajudicial collecting charges, such being 15% of the principal amount plus interest, with an absolute minimum of Euro 250,00 ex. VAT. We shall be entitled to demand security from the other party in respect of the fulfilment of their payment obligations towards us.
6. The risk regarding goods to be supplied or delivered by us to the other party, or to the premises thereof will be transferred to the other party as soon as the goods leave our business premises/warehouse.
7. All goods supplied and to be supplied by us to the other party will remain our property until the other party has fulfilled all obligations to us in respect of the delivery in question and all similar previous and future deliveries, in respect of all additional work carried out or to be carried out by us, and in respect of all claims on our behalf toward the other party in respect of non-fulfilment by the other party of their obligations towards us.
8. Should the other party fail to meet in full and in good time any obligation towards us, in the event of bankruptcy or suspension of payment, or should the other party discontinue their enterprise or the enterprise be dissolved or liquidated and the other party has not yet met all obligations towards us we shall be entitled to deem the agreement dissolved and to demand the return as our property of goods supplied, and any amount owed to us by the other party will be payable on demand.
9. If in the event of force majeure we have fulfilled in part our obligations we shall be entitled to issue separate and interim invoices for the goods supplied and/or the work carried out.
10. Unless we have expressly guaranteed in writing the achievement of a specific result, we will be held only to perform to the best of our ability in respect of that which we have undertaken towards the other party. Unless agreed otherwise, we will guarantee the goods supplied in respect of manufacturing faults and material defects for the period of six months after delivery ex works or for such shorter a period as our suppliers guarantee their products. Our liability will be limited to rectification by way of repair or replacement up to a maximum of the amount invoiced for the goods concerned. Claims in respect of defects to goods supplied or in respect of an order executed are to be submitted to us in writing within a maximum of 14 days of said defects being deteced and no later than six months after delivery. The other party not meeting their contractual obligations towards us in good time will constitute a reason for the guarantee rights becoming void. Once said obligations have been met the guarantee will become retroactively effective.
11. Barring on the grounds of provisions of imperative law and barring any cases of intent or gross culpability on our part and barring such to which we may be held on the grounds of guarantee, we shall not be liable to pay any damages, either to the other party or any third party, nor in the event of said damages being caused by the intent or gross culpability of our subordinates or by any third party called in by us and/or equipment used by us for the execution of the agreement. Our liability will be limited at all times to the amount insured by us in respect of such damages as those in question. We will accept no responsibility whatsoever for conclusions drawn or decisions or any other actions taken on the basis of our reports, videotapes or information supplied by us in any other way.
12. The other party will be obliged to take receipt of the goods supplied by us. Given delivery times are never to be deemed fatal deadlines. Only if a delivery time is agreed expressly and in writing as constituting a fatal deadline and after serving proof of default will the other party be entitled to demand damages and/or dissolution.
13. If the other party has not carried out the word specified in article 10 of the General Terms of Delivery in good time, any ensuing damages suffered by us will be for the account of the other party.
14. A minimum order of four hours per assignment will apply for video-technique inspections and non-destructive investigations. A minimum order of eight hours per assignment will apply for editing and maintenance assignments.
15. If equipment is hired, the other party will not be allowed to hire said equipment to any third party nor allow any third party to use it. The equipment may not be moved to a different location without our consent. Throughout the period of hire, equipment will be entirely for the account of and at the risk of the other party. We will not be liable for any direct or indirect damages suffered by and/or injury to the other party and/or any third party caused by said equipment. Any equipment defects and/or failures are to be reported to us immediately.
16. The other party is prohibited from developing any promotional activities using our material and personnel without our express written consent.
HOOGE ZIJDE 1 – 5626 DC EINDHOVEN – P.O. BOX 1437 – 5602 BK EINDHOVEN – THE NETHERLANDS