Article 1, Basis of Sale
These Conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer in any jurisdiction to the exclusion of all other terms and conditions including any terms and conditions the Buyer may purport to apply under any Purchase Order or any other purchase order, confirmation of order or similar document. No variation to these Conditions or the contract shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller by a Director of the Seller.
Article 2, Price of the Goods
The Price of the Goods shall be the price quoted and confirmed in the Acknowledgement subject to these Conditions. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to the Buyer. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, any foreign exchange fluctuation, currency regulation, alteration of duties and statutory obligations, increase in the cost of labor, materials or other costs of manufacture and of carriage and insurance costs. The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any representations which are not so confirmed. Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
Article 3, Delivery
Delivery of the Goods shall be deemed to be made on the Goods being shipped by the Seller from their place of manufacture to the Buyer or, if some other place for delivery is agreed by the Seller, by delivering the Goods to that place. Any dates quoted for delivery of the Gods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is according liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods, save that the Seller will not be liable to the Buyer in the event of non-supply of Goods by any supplier for whatever reason. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or sell the goods at best price readily obtainable and(after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the Contract. Any claims for non-delivery or shortages must be made in writing within two days of the delivery date. No claims will be entertained after this period.
Article 4, Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer at the earlier of the time of delivery or deemed delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time the Seller has tendered delivery of the Goods. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and indemnified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of business, but shall account to the Seller for the proceeds of Sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. Until such time as the property in the Goods passes to the Buyer and provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and reposes the Goods. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Article 5, Warranties and Liability
Subject to the conditions set out above the Seller warrants that the Goods will correspond with the specifications at the time of delivery and will be free from defects in material and workmanship for a period of twelve months from their initial use. The Seller shall be under no liability in respect of any defect in goods arising from any drawing, design or specification supplied by the Buyer. The Seller shall be under no liability in respect of any defect arising from fair wear and tear (upholstery, foam cushions, armrest, castors, etc.), willful damage, negligence, abnormal working conditions, failure to follow or pass on the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval. EBLO will, in its reasonable discretion, choose to cure any defects or deliver goods without defects. Expenses of the customer in connection to any warranty claim, particularly assembly and reassembly costs, shall in no event be borne by EBLO unless mutually agreed in writing and in advance. Costs and expenses, if any relating to any warranty have to be in an appropriate relationship to the part and shall in any event not exceed 110% of the value of the relevant delivered item. The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods and their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 14 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Except in respect of death or personal injury caused by the seller’s negligence, the Seller shall not be liable to the Buyer by any reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), assembly and reassembly costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, it’s employees or agents otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
Article 6, Terms of Payment
Subject to the Acknowledgement the Seller shall be entitled to invoice the Buyer for the price of the goods on or at any time after their date of shipment unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. The Buyer shall pay the price of the Goods(less any discount to which the buyer is entitled, but without any other deduction). Payment of the price of the Goods and any other applicable costs (including for delivery) shall be due within 30 days of the date of receipt of the invoice supplied by the Seller, unless otherwise specified by the Seller. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller shall be entitled to: cancel the contract or suspend any further deliveries to the Buyer, appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Buyer); and Charge the Buyer interest(both before and after Judgment) on the amount unpaid, at a rate of two percent per annum above The Central Bank of Holland base rate, until payment in full is made. (part of a month being treated as a full month for the purpose of calculating interest).
Article 7, Insolvency of Buyer
This clause applies if: the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or(being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrances takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or the Buyer ceases, or threatens to cease, to carry on business, or the Seller reasonable apprehends that any of the events motioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Article 8, Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, flood, fire, explosion, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall party shall be entitled to a reasonable extension of its obligations.
Article 9, General
Any notice, order or acknowledgement hereunder must be given in writing and will be deemed to have been given properly by either party: if sent by public registered post to the other at the address given above (or any other address from time to time notified to the other in writing) seven business days after the date of its proper posting; if sent by effective facsimile transmission to the number given above or such other number notified to the other, upon business day following the date of transmission, and if confirmed in writing sent by post forthwith; if sent electronically at the time of transmission and if confirmed in writing sent by post forthwith.
Article 10, Export
Where the Goods are supplied for export from the Netherlands, the provisions of this clause (subject to any special terms agreed in writing between the Buyer and Seller) apply notwithstanding any other provisions of these conditions. The Buyer shall be responsible for complying with any legislation or regulations governing the importations of the Goods into the country of destination and for the payment of any duties thereon. Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered ex-works. Payment of all amounts due to the Seller shall be made in cash on delivery or if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement by promissory note sent before delivery of the Goods or by irrevocable letter of credit opened by the Buyer in favor of the Seller and confirmed by a bank in The Netherlands acceptable to the Seller before delivery of the Goods.
Article 11, Law and Jurisdiction
Any dispute arising out of or in connection with the Contract or these Conditions, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by the courts in The Netherlands who shall have exclusive jurisdiction to deal with all disputes. Our Terms and Conditions The governing law of the contract shall be the substantive law of The Netherlands.