Standard Terms and Conditions Of Sale
In these Terms and Conditions of Sale, "Seller" means Ridge Tool Europe N.V.; "Buyer" means the person, firm, company or corporation by whom the order is given; "Goods" means the goods described in the Seller's Acknowledgement of Order form; "Contract" means the written agreement made between Buyer and Seller for the supply of the Goods and/or provision of services; "Contract Price" means the price payable to Seller by Buyer for the Goods and/or services.
2. THE CONTRACT:
2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Buyer and no representations, warranties, guarantees or other statements not contained in Seller's quotation or Acknowledgement of Order nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
2.2 The Contract shall become effective only upon the date of acceptance of Buyer's order on Seller's Acknowledgement of Order form or upon the date of fulfilment of all conditions precedent stipulated in the Contract, whichever is the later (the "Effective Date of the Contract"). If the details of the Goods or services described in Seller's quotation differ from those set out in the Acknowledgement of Order Form the latter shall apply.
3. VALIDITY OF PRICES:
3.1 Prices are firm for delivery within the period stated in Seller's quotation and are inclusive of duties within the EU and exclusive of Value Added Tax and any similar taxes, levies or other like charges in connection with the performance of the Contract.
3.2 Prices are for Goods delivered Ex Seller warehouse [of manufacture] unless otherwise expressly agreed by both parties in writing and, Seller's quotation will include packing in the form of a carton or a box only. Should special additional packing be required, Buyer should inform Seller and an extra cost will be added to Seller’s quotation. If the Goods are to be specially packed, extra packing materials are non-returnable.
Payment shall be made within thirty days of date of invoice unless otherwise expressly agreed by both parties in writing. Goods will be invoiced at the time of shipment. Bank charges will be borne by the party to whom the charge applies. Without prejudice to Seller's other rights, Seller reserves the right, by law and without a prior letter of summons, to: charge interest on any overdue sums at 1% above the legal interest rate during the period of delay; and to suspend performance of the Contract (including withholding shipment) in the event that Buyer fails to make payment when due under the Contract. In addition, a lump sum payment, equal to 10% of the amount due will be automatically due in case of late payment, from the first day following the date on which the payment became due, notwithstanding the right of Seller to prove higher damages and to claim damages therefore.
5. DELIVERY PERIOD AND OBLIGATIONS:
5.1 Unless otherwise stated in Seller's quotation and/or Seller’s Acknowledgement of Order form, all periods stated for delivery or completion run from the Effective Date of the Contract and are to be treated as estimates only not involving any contractual obligations.
5.2 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide such information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery period shall be adjusted accordingly.
5.3 If delivery is delayed due to any act or omission of Buyer, Seller shall be entitled to transport and to place the Goods into a suitable store at Buyer's expense. In this event delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer upon placing the Goods into the store, and Buyer shall pay Seller accordingly.
6. FORCE MAJEURE:
6.1 The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses), or labour trouble, strike, lockout or injunction. Seller shall have no obligation to supply until it has received any necessary licenses or authorisations or has qualified for general licenses or license exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time (including without limitation those of the United States, the European Union and the jurisdiction in which the Seller is established or from which the items are supplied). If for any reason any such licenses, authorisations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the Contract, or would in the reasonable judgment of Seller otherwise expose Seller and/or Seller’s Affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligations under the Contract.
6.2 If either party is prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may cancel the then unperformed portion of the Contract by notice in writing given to the other party, without liability.
7. DELIVERY AND RISK:
7.1 Unless otherwise stated in the Contract, the Goods will be delivered Ex-works by Ridge Tool Europe N.V. and the risk of loss or of damage to the Goods shall pass to Buyer upon delivery. "Ex-works", "FCA" and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms. Part deliveries will be permitted.
7.2 If Buyer fails to make any payment to Seller when due, or enters into bankruptcy, liquidation or a composition with its creditors, or has a receiver or manager appointed over all or part of its assets, or becomes insolvent, Seller shall have the right, without liability for loss and without prejudice to any other remedies:-
(i) to enter without prior notice any premises where the Goods may be and to repossess and dispose of them so as to discharge any sums owed to Seller by Buyer, and/or
(ii) to require Buyer not to resell or part with possession of any of the Goods until Buyer has paid in full all sums owed by it to Seller.
8. DEFECTS AFTER DELIVERY:
8.1 Seller warrants that the Goods are to be free of defects in workmanship and material. This warranty lasts for the lifetime of the Seller’s Goods excluding electrical and electronic components, which are covered for a period of one year from date of sale. Warranty coverage ends when the Goods becomes unusable for reasons other than defects in workmanship or material
8.2 To obtain the benefit of this warranty, Buyer must deliver the complete Goods via prepaid transportation to an authorized Seller Service Centre. Pipe wrenches and other hand tools should be returned to the place of purchase.
8.3 Warranted Goods will be repaired or replaced, at Seller’s option, and returned at no charge. Failures due to misuse, abuse or normal wear and tear are not covered by the warranty. Seller shall not be responsible for any incidental or consequential damages. Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the limitation or exclusion may not apply to Buyer. The warranty gives Buyer specific rights, and Buyer may also have other rights that vary from country to country.
8.4 The full lifetime warranty is the sole and exclusive warranty for Seller’s Goods.
9. PATENT, ETC. INFRINGEMENT:
9.1 Subject to the limitations set forth in Clause 10, Seller shall indemnify Buyer in the event of any claim for infringement of Letters Patent, Registered Design, Design Right, Trade Mark or Copyright ("Intellectual Property Rights") issued at the date of formation of the Contract arising from the use or sale of the Goods, against all reasonable costs and damages awarded against Buyer in any action for such infringement, or for which Buyer may become liable in any such action, provided always that Seller shall not be liable to so indemnify Buyer in the event that:
(i) such infringement arises as a result of Seller having followed a design or instruction furnished or given by Buyer, or the Goods having been used in a manner or for a purpose or in a country not specified by or disclosed to Seller prior to the date of the Contract or in association or combination with any other equipment or software, or
(ii) Seller has at its expense procured for Buyer the right to continue to use the Goods or has modified or replaced the Goods so that the Goods no longer infringe.
9.2 Buyer warrants that any design or instructions furnished or given by it shall not cause Seller to infringe any Intellectual Property Rights in the performance of Seller's obligations under the Contract and shall indemnify Seller against all reasonable costs and damages which Seller may incur as a result of any breach of such warranty.
9.3 Seller shall not be liable to indemnify Buyer under Clause 9.1 in the event that:
(i) Buyer has failed to give Seller the earliest possible notice in writing of any claim made or to be made or of any action threatened or brought against Buyer and/or Buyer has failed to permit Seller, at Seller's expense, to conduct and control any litigation that may ensue and all negotiations for a settlement of the claim, or
(ii) Buyer has made without Seller's prior written consent any admission which is or may be prejudicial to Seller in respect of any such claim or action, or
(iii) the Goods have been modified without Seller's prior written authorisation.
10. LIMITATION OF LIABILITY:
Notwithstanding any other provision of the Contract, except to the extent prohibited by applicable law, Seller's total liability for any and all damages, claims or causes of action howsoever arising (including, without limitation, damage, claims or causes of action by virtue of tort, by breach of contract or statutory duty, negligence, strict liability or infringement of Intellectual Property Rights) shall not exceed a sum equal to the Contract Price. Notwithstanding the foregoing or any other provision of the Contract, Seller shall not be liable in any circumstances for any loss of profits, increased costs, loss of revenue, loss of contracts, loss of use, loss of data or for any consequential or indirect loss.
11. STATUTORY AND OTHER REGULATIONS:
11.1 If Seller's obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller's quotation or, where the Seller has not given a quotation, the date of the Seller’s Acknowledgement of Order form, of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller's obligations under the Contract, the Contract Price and delivery period shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.
11.2 Except to the extent otherwise required by applicable law, Seller shall have no responsibility for the collection, treatment, recovery or disposal of (i) the Goods or any part thereof when they are deemed by law to be 'waste' or (ii) any items for which the Goods or any part thereof are replacements. If Seller is required by applicable law, including waste electrical and electronic equipment legislation, European Directive 2002/96/EC (WEEE) and related legislation in EU Member States, to dispose of 'waste' Goods or any part thereof, Buyer shall, unless prohibited by applicable law, pay Seller, in addition to the Contract Price, either (i) Seller's standard charge for disposing of such Goods or (ii) if Seller does not have such a standard charge, Seller's costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Goods.
12. COMPLIANCE WITH LAWS:
Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union, and the jurisdictions in which the Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology. In no event shall Customer use, transfer, release, export or reexport any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto.
13.1 No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
13.2 If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.
13.3 Buyer shall not be entitled to assign its rights or obligations hereunder without the prior written consent of Seller.
13.4 The Contract shall in all respects be construed in accordance with the laws of Belgium excluding, however, any effect on such laws of the 1980 Vienna Convention on Contracts for the International Sale of Goods. All disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Belgian courts, without, however, excluding the right of Seller to initiate legal proceedings before any other court that would be competent in the absence of the above jurisdiction clause.
13.5 The headings to the Clauses and paragraphs of the Contract are for guidance only and shall not affect the interpretation thereof.
13.6 All notices and claims in connection with the Contract must be in writing.