a. Definitions: The following terms as used herein shall have meaning as stated: “Company” is OBEO Europe B.V., “Buyer” means any person, firm, company or other organisation who is the addressee of any Seller’s quotation or accessing the website; “Products” means the products, articles, services or other items which are the subject of any quotation acceptance of order or other communication issued by the Company.
- Pricing and Quotations
a. All quotations are made and all orders are accepted by the Company subject only to these Conditions of Sale and which shall prevail notwithstanding any other terms and conditions which the Buyer shall bring to the Company’s notice. The placing of an order following any quotation or other indication of price and delivery shall not be binding on The Company unless and until accepted by the Company in writing. The Company reserves the right to accept or refuse orders without ascribing any reason.
b. All quotations given by the Company whether by telephone, or by e-mail, or in writing are subject to these conditions. A quotation given by the Company shall be valid for 24 hours only from the time of issue unless expressly agreed otherwise in writing by the Company and is withdrawn unless the Company receives the Buyer’s order made in pursuance of the quotation and on these conditions and accepts the same in writing before the period expires.
c. Unless otherwise specified, all Prices of the Products are quoted Ex Works Company’s Warehouses, pursuant to INCOTERMS 2010, and all costs and risks of loss or damages to the Products shall pass to the Buyer at the time of shipment from the Company’s premises to the named destination specified by the Buyer.
d. The Company reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Products to reflect any increase in the cost of supply which is due to any factor beyond its control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of supply), any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer, or any delay caused by any instructions of the Buyer, or its failure to give the Company adequate information or instructions.
e. All prices are exclusive of value added tax which shall be payable by the Buyer to the Company at the rate ruling at the applicable tax point.
a. Time for delivery is given as accurately as possible but it is not guaranteed. In no circumstances is time for delivery to be of the essence. Whilst the Company will use its best endeavours to deliver the Products in accordance with the Buyer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
b. The Buyer shall take delivery of the Products at the Company’s works within forty-eight hours of the Company notifying the Buyer they are ready for collection. The Company shall be entitled to store, at the Buyer’s risk, any of the Products which the Buyer refuses or fails to collect and the Buyer shall, (in addition to the Price) pay all storage costs and additional costs incurred as a result of the refusal or failure.
c. The Company’s obligation to deliver any order shall be deemed fulfilled upon delivery CPT to the Buyer’s premises if the Company’s authorised courier is used. The Buyer shall be responsible for arranging any necessary transportation to the destination address and in-transit insurance if collected on the Buyer’s own account or any courier other than the Company’s authorised one is used. At the Buyer’s request the Company agrees to arrange as the Buyer’s agent any necessary transportation at the Buyer’s expense; the provision of any in-transit insurance shall remain the responsibility of the Buyer.
d. The Company may make partial delivery of any order or deliver any order by instalments and these Conditions of Sale shall apply to each. Each delivery shall be deemed to be a separate contract
e. When delivery is offered within the normal business hours then (unless a specific time delivery has previously been agreed in writing) delivery of the Products shall be deemed made and accepted by the Buyer, without prejudice to any claims it may have or subsequent inspection for quality control and quantity delivered. Offer of delivery of the Products is in accordance with the terms, therefore amounts to delivery.
f. Any claims arising from the damage, or shortage, delay, or partial loss of Products in transit must be notified by email or telephone to the Company within 24 hours of receipt, or if the claim is for non-delivery within 48 hours of receipt of invoice, and in any event confirmed in writing within 7 days. If the Buyer fails to notify the Company within the relevant period then its claim will be deemed to have been waived and absolutely barred. Acknowledgement of notification of a claim is not to be construed as admission of liability.
a. The Buyer may not cancel any order or part of any order which is due for delivery within thirty (30) days. Otherwise the Buyer may cancel any order by written notice provided he pays to the Company such amount of cancellation charges as the Company shall notify in respect thereof. This will be a minimum of 15% but may be greater depending on the circumstances of the cancellation.
a. Provided that the Buyer has produced references which in the Company’s opinion are satisfactory then Settlement Terms will be net thirty (15) days from delivery. In all other cases payments shall be made in advance upon submission by the Company of a pro-forma invoice. All payments shall be made by the due date as a condition precedent to any future deliveries.
b. All payments shall be made in the currency in which they were invoiced without deduction. Invoices are due for settlement in full within the payment term days as detailed on the invoice. If the Buyer defaults in payment of an invoice, all subsequent invoices shall become due for immediate payment even where they are less than the payment term days as detailed on the invoice. Time for payment is of the essence. c. If the Buyer fails to pay within the stipulated time, the Company reserves the right to have the overdue invoices subjected to a late payment charge, from the date of the default or agreed credit period being expired to the date of payment, at the rate of 2% per month. The Company may at its option make the necessary adjustment to this percentage of late payment charge and state the notification of change on the Invoice when issued.
d. If the Invoice provides for payment by the Buyer in any currency other than € Euro then if the value of the € Euro against such currency is less on payment date than on the date of the Invoice (resulting in a lower sum being received by the Company on conversion into € Euro than would have otherwise been the case) then the Buyer will forthwith pay such deficiency to the Company.
e. Payment will only be deemed to have been made upon the receipt by the Company of cleared funds or cash. Any charges connected with payment transfer from the Buyer’s bank will be paid in full by the Buyer.
f. If the Buyer becomes insolvent or fail to pay any sum, all sums owed to us on any account, whether invoiced or not, will become immediately due (with VAT where applicable). The Company may suspend any delivery or service on any account until all sums have been paid.
a. The Products remain the Company’s property until the Products have been paid for in full.(Although the risk therein passes to the Buyer when they leave the Company’s premises and the Buyer should insure against loss or damage in transit)
b. The Company may recover the Products at any time from the Buyer (if in its possession) if the Company judges that the amount outstanding from the Buyer on the general statement of account between the parties is in excess of the credit limit the Company is willing to accord to the Buyer. For that purpose, the Company its employees and agents may enter upon any land or building upon which the Products are situated.
c. If the Products have not been paid for in full, the Buyer has the right to dispose of the Products or such other products in the course of its business, and to pass good title of the Products to its own buyer being a bona fide purchase for value, without notice of the Company’s rights. In the event of such disposal, the Buyer has the fiduciary duty to the Company to account to the Company for the proceeds. But it may retain there from an excess of such proceeds over the amount outstanding under this Contract. The Company has the additional right to recover the Buyer’s price from the Buyer’s own Buyer to the extent unpaid. If the Company avails itself of such right it will account to the Buyer for any such excess as aforesaid less any expenses incurred by it in or about the recovery.
d. If on default by the Buyer, the Company has the right to recover all costs relating to the recovery of Products and debts, therefore to include all pre-legal costs.
- Product Warranty
a. The Company warrants the products to be free from defects in material and workmanship as specified by the original manufacturer or supplier. The warranty period is dependent on the Warranty given by the original manufacturer. During the warranty period, the Company will arrange for the repair or replacement (at its option) of the defective products by the manufacturer.
b. The Company’s obligation under the warranty is contingent upon the proper use of the Products and the Company shall have no obligation in respect of any Products modified without the Company’s approval or which have been subjected to misuse, unusual physical or electrical stress, or where the user has failed to maintain the unit properly. Repair or replacement of any Products by the Company or original Manufacturer pursuant to the said warranty shall not extend the original Warranty Period of the subject Products or part of Products.
c. In the event the product is found to be defective, the purchaser’s sole remedy shall be repair or replacement as proved above. This warranty is in lieu of all other warranties, expressed or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. In no event shall the Company be liable for special, indirect or consequential damages resulting from the use of, or inability to use its products. Even if notified for such damages and for the avoidance of doubt, the Company shall not be liable for any loss of profit or anticipated savings arising from any default.
d. Upon notification of any defect as aforesaid, the Buyer shall request a Return Authorisation. Upon receipt of the same from the Company, the Buyer may return the defective item (with a failure report attached) to the Company. Transportation costs incurred by either party in sending any Products or parts of the Products to the other under the said warranty shall be paid by the sending party in each case.
e. Products returned must be in the original packaging and in clean condition. Products returned otherwise will, at the Company’s discretion, either be refused or a further additional fee charged to cover the additional costs involved. Products returned for repair under warranty must be accompanied by a copy of the original invoice, or must quote the original invoice number and date of purchase.
- Product Credits
a. Credit will not be given to any Products returned without prior authorisation. The Company reserves the right to charge a 20% restocking charge on any product being returned for credit.
a. The Buyer is relying on his own skill and judgement in relation to the suitability and compatibility of the Products for his purposes and the Company accepts no liability whatsoever for any knowledge he or his servants or agents may possess as to the purpose for which the Products are supplied.
b. Apart from those detailed in section 7 above, all conditions, warranties and liabilities whatsoever whether express or implied, statutory or otherwise, are hereby expressly excluded and the Company shall be under no liability whatsoever for any loss or damage of whatsoever kind, howsoever caused or arising, including but without being limited to any direct or consequential loss or damage, lost profits, loss of use or other economic loss, provided that nothing herein contained shall be construed so as to exclude the liability of the Company for negligence or wilful default of himself, his servants or agents, in so far as the same results in death or personal injury.
- Export Regulations
a. Where the Company is exporting the Buyer is responsible for obtaining all necessary import and export licences and the payment of customs duties, and all other tariffs where appropriate.
b. Any Products sold by the Company which originate in the United States of America (“U.S.A.”) are subject to the United States Department of Commerce (“U.S.D.C.”) Export Administration Regulations. Such Regulations require that the prior written consent of the U.S.D.C. be obtained before any such Products are exported from the European Union. The Seller shall notify the Buyer, at the Buyer’s request, of any Products which originate in the U.S.A.
- Data Protection
a. We are committed to protecting your privacy and we comply with the Data Protection laws applicable to business. We do not disclose your personal information to third parties. We use your personal information to process orders and respond to queries or feedback. We may also use your details to contact you about special offers, new products or forthcoming events and, being a customer-focused organisation, may also contact you to fully understand your business and your needs.
- Website Exclusions and Limitations
a. The information on this web site is provided on an “as is” basis. To the fullest extent permitted by law.
b. The Company excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature.
c. The Company excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
d. Where the Company has used links to external websites please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage users to be aware when they leave our site to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.
e. Any kind of links, such as hyperlinks, buttons or referral devices of any kind, used on this website are provided for the convenience and use of the visitor.
f. Appearances of links on this website do not constitute an endorsement, recommendation or certification by the Company, nor should the presence of a link in any way be construed as a suggestion that this website has any relationship with the Company and therefore not responsible for any of its content of third party websites or any problems caused by malfunctions of third party websites.
g. You may not create a link to any page of this website without the Company’s prior written consent. If you do create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.
- Force Majeure
a. Neither party shall be liable to the other for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein.
- Governing Law
a. These Terms and Conditions shall be subject to and construed under Dutch Law and the parties hereby submit to the exclusive jurisdiction of the Rotterdam Dutch courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in force and effect in all other circumstances. If any provision is declared entirely void and unenforceable by a court of competent jurisdiction all other provisions in these Terms and Conditions shall remain in full force and effect.
b. Failure or neglect by the Company to enforce at any time any of these conditions shall not be construed or deemed to be waiver of the Company’s rights hereunder, not affect the validity of these conditions nor prejudice the Company’s rights to take subsequent action.
c. These Terms and Conditions are filed at the Chamber of Commerce in Rotterdam and can be sent upon request, but also be obtained through the internet at www.obeo.nl.
- Notification of Changes
a. The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes we will announce that these changes have been made on our home page and on other key pages on our site. You are therefore advised to re-read these announcement on a regular basis.
These terms and conditions form part of the Agreement between the Company and the Buyer. The Buyer accessing this website and/or undertaking a request for Quotation or placing an Order indicates the Buyer’s understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
15th January 2019
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