GENERAL SALES CONDITIONS
GENERAL SALES CONDITIONSThese General Conditions are intended to be applied together with the specific conditions of the offer, but they may also be incorporated on their own into any sales/distribution contract. Where these General Conditions are used independently of the said offer/contract, any reference to the offer/contract will be interpreted as a reference to any relevant specific conditions agreed by the parties. In case of contradiction between these General Conditions and any specific conditions agreed upon between the parties, the specific conditions shall prevail.
1 General1.1 These Conditions will apply to all offers, (purchase) agreements, deliveries and activities of Hütter Safety International, unless parties have expressly agreed otherwise in writing.
1.2 These general conditions of sales are binding if no other conditions have been declared as applicable in the offer or the confirmation of Hütter Safety International.
1.3 These conditions have been deposited at the chamber of commerce at Amsterdam under number 34348052.
1.4 These conditions exclude the application of other conditions, unless specified differently in written.
2 Offers and agreements2.1 All offers are without engagement and are valid for a maximum period of 8 weeks after the issuance date
2.2 All pieces in which offers have been laid down, drawings, descriptions etc. are property of Hütter Safety International. These data cannot be forwarded to third parties for the knowledge of the arrangement. Failure to comply carries a cost of €10,000.
2.3 Hütter Safety International sells products and is therefore not liable for the installation of the devices.
2.4 Addition or modifications to an offer only become valid after written confirmation. A new period of validity starts after confirmation.
2.5 Cancellations of orders must be made in writing and have to be confirmed by Hütter Safety International. Any additional administrative costs already incurred by Hütter Safety International, must be paid by the Buyer.
3 Prices3.1 The list prices are net, and exclude VAT, shipping and packing costs, unless agreed otherwise in writing.
3.2 All prices are based on the prices of materials, wages, transport costs and rates of exchange applicable at the time of the offer.
3.3 If these costs have risen as a result of an increase in price after the time of the offer, Hütter Safety international will be entitled to increase the prices correspondingly. This also applies if this increase was to be expected at the time of the offer.
3.4 Hütter Safety International will immediately inform the Buyer in writing of the increase in price.
3.5 Prices are only valid for the duration period of the offer.
3.6 If the Buyer’s credit limit is exceeded, Hütter Safety International reserves the right to condition further supply to settlement of the account or a bank guarantee.
4 Payments and Direct debit costs4.1 Invoices are, if not agreed otherwise in written form, payable within 30 days after date of issuance, without any deduction.
4.2 If the Buyer is delayed with a payment, all his payment duties from the business relation with Hütter Safety International are due immediately.
4.3 If the payment term after invoice date is exceeded, interests of minimum 7% per month will be calculated.
4.4 All expenses to be incurred by Hütter Safety International, both judicial and extrajudicial, including 15% collecting costs calculated on the outstanding amount of the invoice, will be at the expense of the Buyer, whereas it does not have to be proved that these expenses have been incurred.
4.5 If Hütter Safety International detects unfavorable financial situations of Buyers, Hütter Safety International is entitled to request a bank guarantee and stop deliveries until receiving confirmation of bank guarantee. All cost associated with the process are assumed by the buyer.
4.6 It is not permitted to suspend payments at a complaint or shortcoming concerning the supply of goods. Suspending payments will be considered a violation of the article 4.1.
5 Delivery5.1 Deliveries will take place ex warehouse, unless expressly agreed otherwise in writing.
5.2 Delivery times become valid upon acceptance of agreements.
5.3 Delivery dates will be stated approximately and will not bind Hütter Safety International.
5.4 Delivery time is specified in the confirmation of order/contract. The delivery time may be extended due to unforeseen circumstances such as acts of God (epidemic, earthquake, war, etc.) as well as delivery delays from our material suppliers.
5.5 Any delay in delivery dates will not entitle the Buyer to claim any compensation whatsoever, to refuse the delivery or to entirely cancel the agreement or entirely or partly suspend the fulfillment of any obligation of the Buyer under the agreement, unless the Buyer is entitled thereto on the basis of legal stipulations.
5.6 The receipt signed by the Buyer or by a person representing the Buyer will form the full proof of delivery. In case of refusal to take delivery the costs of transport, storage and other expenses will be at the expense of the Buyer.
6 Dispatch6.1 The method of dispatch may be selected by the customer if the trade term is EX-WORKS.
6.2 It is possible for the buyer to provide shipping instructions to the Seller but the Seller reserves the right to arrange the dispatch by any forwarder/courier of its choice.
6.3 If Seller is responsible for shipment, any complaints regarding damage, delays or loss must be forwarded to Hütter Safety International in written form within 48h from the receipt of the goods.
6.4 Complaints of suspected bad packing must be forwarded to Hütter Safety International on the date of receipt.
7 Force majeure7.1 By force majeure will also be understood the situation that because of extraordinary circumstances, like restrictive government measures of whatever nature, mobilisation, war, revolution, traffic obstructions or transport problems and any circumstances that Hütter Safety International could not foresee and that are out of Hütter Safety International control and on the basis of which it, should such circumstance have been known to it at the time the agreement was concluded, would not have concluded the agreement or not under the same conditions.
7.2 If it cannot reasonably be expected from Hütter Safety International to fulfill one or more of its obligations in connection with one of the above mentioned circumstances, it has the right to entirely or partly cancel the agreement by registered letter without judicial intervention or to entirely or partly delay the execution thereof, without being obliged to any compensation.
7.3 Hütter Safety International will be entitled, within reason and fairness, to invoice the goods delivered so far to the Buyer in proportion.
7.4 If, however, an entire or partial delay would change the meaning of the later performance of Hütter Safety International for the Buyer in such a way, that the acceptance thereof by the latter can no longer be expected, the Buyer will be discharged from his obligation to take delivery and the obligation of payment of the Buyer with regard to the undelivered goods will lapse.
8 Return of goods & Warranties8.1 The return of defect goods requires written approval of Hütter Safety International before dispatch.
8.2 For a return during the warranty period, the costs of the shipping the item(s) back to the Buyer will be paid by Hütter Safety International. The charges for shipping the item(s) to Hütter Safety International must be paid by the Buyer.
8.3 Return shipments without the consent of Hütter Safety International will not discharge the Buyer in any respect from his obligations (of payment).
8.4 Return shipments vice versa, will always take place for the risk of the Buyer.
8.5 Despite careful testing of our equipment, component or functional failures may occur. Hütter Safety International grants a warranty for a period of 12 months after supply.
8.6 No liability is taken for any other claims which may arise due to consequential damage arising from the use of this product. Damage resulting from non-authorized modifications to the devices by third parties is hereby disclaimed.
9 Reservation of ownership9.1 The delivered goods remain the property of Hütter Safety International until the invoice total is fully paid.
9.2 In the event that the Buyer does not pay in time, Hütter Safety International will be entitled to take the goods sold back without any summons, declaring in default or judicial intervention, such without prejudice to Hütter’s Safety International other rights in connection with late payment. The Buyer will put the goods sold at the disposal of Hütter Safety International and will grant Hütter Safety International access to all rooms where products of Hütter Safety International are present, if necessary.
9.3 Unpaid devices installed on projects of the Buyer remain property of Hütter Safety International.
10. Obligation10.1 The fall arrest systems of Hütter Safety international are sold on the basis of technical specifications valid at the time of sale.
10.2 Hütter Safety international has no obligations to upgrade or modify equipment already sold.
11. Intellectual property11.1 The fall arrest systems are patented or with protected design and are therefore exclusive property of Hütter Safety International and protected by international copyright law and/or patents.
11.2 Any copying or modification of the design of the devices without the express and prior consent in writing of Hütter Safety International is punishable by law. In addition all warranty claims will become void.
12. Liability12.1 Information contained on this publication may be changed at any time without prior notice.
12.2 Despite careful preparation, this publication may contain errors or omissions and Hütter Safety International is not liable for any resulting losses or damages.
12.3 Before using our equipment, take note of the laws and regulations of local authorities in your country. It is the responsibility of the installer of the equipment to determine whether the devices are suitable for the location and properly installed.
12.4 Hütter Safety International is not liable for violations of law by customers and/or customers of customers of in foreign countries.
12.5 All our products are manufactured in accordance with European Norms. It is intended for use by contractors and tradesmen who are trained and knowledgeable in the specifications of those regulations, and the proper use and care of safety equipment.
12.6 Regardless of the ownership, it is the owners’ responsibility to inspect this equipment yearly and prior to each use, both place owner and employee should read and understand all applicable regulations concerning fall arrest before using these devices.
12.7 Hütter Safety International assumes no liability for damages or injuries resulting from the use of this products. By its very nature, this equipment is subject to use and wear from its surroundings. Liability for purchase, proper care, application and maintenance of the products are the sole liability of the purchaser and/or end user.
It would be prudent to retire devices at the first sign of wear, damage, use in a fall, and/or fatigue.
13 Buyer reselling activitiesWHEREAS, Reseller is a Buyer who is contractually engaged in the business of reselling the products offered by Hütter Safety International B.V. If Buyer is engaged in reselling activities, Buyer will be referred as reseller in this article. The article is applicable to Reseller and Buyer (Client of Reseller).
13.1 Reseller must ensure that his customers have excellent and fundamental understanding of Hütter’s Safety International products and services.
13.2 Reseller must ensure that his customers have a firm understanding of applicable legislation and are competent for installing the products.
13.3 Reseller agrees to engage in the business of Hütter Safety International products for profit. Reseller understands that they are responsible for collection of payment from their resold accounts, and any default of payment for resold products cannot be passed along to Hütter Safety International.
13.4 Reseller must be responsible for providing technical support to all resold accounts. Hütter Safety International is not responsible for any problems or delays in conjunction with this service.
13.5 Reseller agrees to provide the same reliable service, along with the same features to resold accounts as provided to regular Reseller ’s clients
13.6 In the event of a problem or other issue with any of Reseller’s clients, client will notify Reseller of such issues and not Hütter Safety International.
13.7 Reseller may set its own prices keeping into consideration the advised prices of Hütter Safety International in order to avoid price dumping.
13.8 Reseller agrees that Hütter Safety International, in its sole discretion and without liability to Reseller, may terminate this Agreement if Reseller is found to be using morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities that may defame, embarrass, harm, abuse, threaten, slander or harass Hütter ‘s Safety International good name or third parties; activities prohibited by the laws of the European Union or territories in which Reseller conducts business and activities designed to encourage unlawful behavior by others.
13.9 Title to products and services herein being purchased is retained by Hütter Safety International until products are paid for by Reseller.
13.10 Reseller is fully responsible for the acts and omissions of Reseller’s sub resellers. If Reseller provides training and/or technical support to Reseller’s sub resellers, Reseller is solely liable for it.
13.11 Upon the discovery of any unauthorized use or copying of Hütter’ s Safety International products or services, Reseller will immediately notify Hütter Safety International. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the legal proceedings.
13.12 Hütter Safety International authorizes Reseller to brand the products by using Reseller’s name and logo in combination with those of Hütter Safety International.
13.13 Reseller/Buyer agrees that it will NOT approach Hütter’s Safety International employees with proposals to hire them as its own employees or contractors. If Reseller were to hire any of Hütter’ s Safety International employees, Reseller agrees to pay Hütter Safety International for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee, or €100,000.
13.14 Reseller may not assign its rights or duties under this Agreement to another without the express written consent of Hütter Safety International. Hütter Safety International may assign its rights and obligations under this Agreement without notice so long as the product supply continues to operate as outlined in this agreement.
14. Rights and disputes14.1 The agreements between Hütter Safety International and the Buyer will exclusively be governed by Dutch law.
14.2 Any disputes which may arise as a result of an agreement or which are connected therewith, will be judged by the competent judge in Amsterdam.
14.3 In the event of differences in interpretation of the text only the Dutch text will be decisive.
14.4 The CISG or any other international selling agreements are not valid.