VERSION 01-2008
The General Conditions of ViaVac Vacuum Lifting
B.V. domiciled in Bedrijfsweg 6, Lopik, The Netherlands and recorded in
the Business Register of Utrecht under number 301 30509 shall be
applicable, all previous versions being replaced by the present one.
I GENERAL
1. All our quotations and agreements and their implementation shall be governed solely by the present General Conditions
with any modifications having to be expressly agreed by us inwriting.
2. The word "other party" as used in these General Conditions, shall mean any individual or corporate entity having
concluded or desiring to conclude anagreement with our company and besides it, its representative(s),
pleni potentiary(ies), heir(s) and assign(s).
3. The applicability of the present General
Conditions accepted by the other party shall be expressly barred if it
shall conflict
with the present conditions.
4. By placing an order and/or accepting the delivered articles, the other party shall accept the present General Conditions
and shall be deemed to have tacitly consented to the exclusive applicability of the present General Conditions to any
orders placed verbally, by telephone, telegraph, telex or by any other method, whether or not subsequently confirmed by
ourselves.
II QUOTATIONS
1. All quotations submitted by us in whatever form shall have been made without engagement. Illustrations, drawings,
measurements, weights, specifications and the like in our catalogues, booklets,prospectuses and the like, shall only be
intended to give a general idea of our articles. Divergences shall not confer on the other party any right to
refuse acceptance of our articles, or any claim to compensation under any head.
2. The dispatch of quotations and/or documentations shall not impose on us a duty to deliver or accept an order.
3. We reserve the right to refuse orders without giving reasons and to supply against cash on delivery.
III AGREEMENT
1. Invoices sent by us shall be deemed to reflect theagreement fully and correctly.
2. Any later supplementary agreements or modifications,as well as (verbal) agreements and/or promises made by our
personnel or in ourname by our salesmen, agents, representatives or other intermediaries shallonly engage us if
confirmed by us in writing.
3. Every agreement shall be concluded by us on the suspensive condition that the other party shall appear in our judgement
to be adequately creditworthy and able to comply with the payment implications of the agreement.
4. We shall be entitled, both during and after the conclusionof the agreement, before providing/continuing to provide
services, to demand a security from the other party that both the payment and all other obligations shall be met.
5. We shall be authorised, if we deemit to be necessary or desirable for the correct performance of the agreement, to
involve another person, their costs being for the account of the other party.
IV PRICES
1. Unless otherwise stated our prices:
a) shall be based on the level of purchase prices ruling at thetime of the quotation, wages, social and government dues,
freight, insurancepremiums and other costs;
b) based on delivery from our company premises,warehouses or other place of storage;
c) exclusive of turnover tax, import duties, other taxes,levies and charges;
d) exclusive of the costs of packing, loading andunloading, transport and insurance;
e) quoted in
Netherlands currency, any changesof the rate of exchange being included.
2. In the event of an increase of one or more cost pricefactors, we shall be entitled to increase our price accordingly,
taking intoaccount any relevant legal regulations and on the understanding that anyalready known and pending price
increases shall be advised with theconfirmation of the order.
V DELIVERY AND DELIVERY TIME PROMISES
1. Unless otherwise agreed, all deliveries shall be made from our company premises /warehouse. The point in time of the
delivery shall be the moment in which the articles shall have left our premises. Free of charge delivery shall only be
possible, if stated on our invoice, or elsewhere.
2. on receiving its delivery, the other party shall checkthe articles and/or the packing for any shortfalls or damage on
being informed by us that the objects are available to the other party.
3. Any shortfalls of, or damage to, the delivered articles and/or packing found on delivery,shall be reported or arranged
to be reported by the other party on the deliverynote, the invoice or the transport documents and in the absence
thereof the other party shall be deemed to have approved the delivered articles. Thereafter, any complaints shall
not longer be accepted.
4. We shall beentitled to make part-deliveries and to invoice them separately; the otherparty shall then having an
obligation to pay as stipulated in article II of thepresent General Conditions.
5. The promised delivery time quoted shall always be approximate, unless expressly otherwiseagreed in writing.
6. We shall have an obligation to observe the promised delivery times as far as possible, but shall not be in any way
liable for anydamage caused by exceeding the said promised delivery time.
7. Exceedingthe promised delivery times shall not oblige us to pay any damages and shallnot confer on the other party a
right to cancel the agreement, or a right torefuse delivery. In the case of an excessive delay of the promised delivery
time as be determined by ourselves, we shall consult with the other party witha view to reaching a settlement.
8. If, following the effluxion of the promised delivery time, the other party shallrefuse delivery, we shall store the object
in question at the risk and expenseof the other party.
VI TRANSPORT AND RISK
1. The method of transport, dispatch, packing and the like, shall in the absence of otherinstructions of the other
party be decided by ourselves in the capacity of good businessmen, but without any associated liability. Any specific
wish of the other party concerning transport / dispatch shall only be complied with, if theother party shall have
declared its willingness to defray the additional cost.
2. The dispatch of articles shall always take place, even if free of charge delivery shall have been agreed, at the risk of
the other party, even if the carrier shall demand that on freight notes, delivery notes and the like shall appear a
clause stating that all transport shall take place at the risk of the sender.
VII FORCE MAJEURE
1. Force majeure shall mean any event independent of the will of the parties and/or unforeseeable circumstance
whereby it shall no longer be reasonable to demand compliance with the agreement by the other party.
Force majeure shall in any event include strikes, an unusual loss of working time by our personnel, transport problems,
fires, governmental measures including aprohibition of imports and exports, quota restrictions and disturbances
within our company and/or our suppliers (the third parties involved by us), as well asdefaults of our suppliers
(the said third parties) whereby we cannot (any longer) comply with our obligations to the other party.
2. If according to us a temporary case of force majeure shall exist, we shall be entitled todefer the performance of the
agreement until the cause of the force majeure shall have been removed.
3. If according to us, the case of force majeure shall be of a permanent nature, the parties shall cancel the agreement
and the associated effects.
4. We shall be entitled to demand payment for services provided during the performance of the agreement in question,
before the circumstance responsible for the event of force majeure shall have arisen.
5. We shall also been titled to plead an event of force majeure, if the event of force majeure shall have occurred after
ourservices should have been provided.
VIII LIABILITY
1. With the exception of the generally applicable rules of common law and good faith, we shall not beliable to pay any
direct or indirect compensation for damage, including damageto movable or unmovable property or injury to persons
belonging either to theother party or to a third party, unless the other party shall be able to provemalicious damage
or gross negligence by us, or by our subordinates, if the latter were carrying out express instructions.
2. Any compensation which may be payable by us shall berestricted to the invoiced value excluding VAT of the articles
supplied by usto the other party, to which the liability relates.
3. In the event of the supply of articles which do notform part of our standard package, objects which had to be
specially made forthe other party by us or on our behalf, we shall not be liable for errors or inaccuracies of the
illustrations, drawings, measurements, weights, specifications and so on, procured by us for the other party.
IX COMPLAINTS
1. Any complaints relating to the quality and/or type ofarticles (or services) furnished by us, shall only be accepted by
us, if theyshall reach us directly and in writing within 8 days following the delivery ofthe articles in question,
containing an accurate statement of the type of andreason for the complaint.
2. Complaints concerning invoices shall also be submittedin writing within 8 days of the date of the invoices in question.
3. After the effluxion of this period, the other partyshall be deemed to have approved the articles or the invoice and
no complaints shallbe able to be accepted by us.
4. lf the complaint shall be agreed by us to bejustified, we shall only have an obligation to replace the faulty
articleswithout the other party having a right to claim any compensation.
5. The making of a complaint shall not relieve the otherparty of its obligation to pay us for the articles.
6. A return of the delivered articles shall only be ableto take place with our prior written consent and on conditions to
be determined by us.
7. A return of the delivered articles shall be limited tostandard items, which shall have appeared in a catalogue
furnished by us or onour behalf, which are new, returned in their original packing and adequatelystamped.
Delay of payment of the invoice shall not be permitted not allowed owingto the fact that a credit will be sent on the
return of the articles. We shall be entitled to invoice a minimum of 15% return handling charge before issueing a credit.
8. A return of non-standard materials, that is to say, articles defined in article VIII paragraph 3 shall not be possible
X GUARANTEE
1. Taking into account whatever is stipulated elsewhere in the present General Conditions, we guarantee the
durability and the quality of the materials supplied or the processed/used materials. If the other partyshall prove that
the articles or materials do not satisfy the requirements placed on them for normal use, we shall repair the resulting
shortcomings inquestion free of charge, unless we shall elect to replace the articles /materials.
2. A guarantee on articles bought by us outside, shallonly be given if the manufacturer or supplier concerned shall
have given acorresponding guarantee to us.
3. Our obligation to give a guarantee shall lapse, if theother party shall itself have undertaken or arranged to have
undertaken (a)modification(s), repairs, applications or maintenance of the furnished articles for other than the normal
operational needs, in a manner which we shall regardas unprofessional.
4. Non-compliance by the other party with any of itsobligations shall relive us of our guarantee-related obligations.
Except for the liability laid down in the present General Conditions, our compliance withour guarantee-related
obligations shall represent the sole and complete compensation.
Xl RESERVATION OF OWNERSHIP
1. All articles supplied by us shall remain
our propertyup to the moment of full payment by the other party's of
its indebtness
to us under any head, including any future claims on the said other party comprising interest and costs (and of any
invoices relating to any delivery taking place at the moment of the settlement of any balance by the other party).
2. In the event of adaptation, processing or
mixing by orat the other party of the articles supplied by us, we shall
acquire a
right of co-ownership of the newly created objects as well as to the articles originally supplied by us.
3. In the event of the non-payment of a due sum, of arequest for postponement by the other party, its bankruptcy, its placing
in Court administration, death of its
owner, or the liquidation of its assets, weshall be entitled without
further notice or
legal intervention to cancel anypart of
the order not yet supplied and to demand the return of any of
ourobjects not yet or
not yet fully paid for, without
prejudice to our right to demand compensation for any loss or
prejudice. In these cases, any
otherclaims, which we may have on the other party, shall become due immediately.
4. In the context of its normal operation,
the articlesshall be able to be sold or used by the other party, but
shall not be able
to be pledged or given as security for a claim by a third party.
5. To ensure the correct payment of our claims under any head, the other party shall have an obligation, at our request, to
cooperate on the establishment of the right of distraint on any articles, which we had supplied to the other party and
which are still in its possession.
XII PAYMENT
1 Unless otherwise agreed,payment shall be made net on delivery or by means of a remittance to a bank account
advised by us within 30 days of the date of the invoice, withoutany deduction or offset. The date of crediting
appearing on bank or girostatements shall be determining and shall be recorded as the date of payment.
2. Payments by the otherparty shall primarily discharge interest owed and the cost of collection andshall be applied
to meeting the oldest unpaid claims.
3. in the event of the other party
a) having been declared bankrupt, becomeinsolvent, having submitted a request for delay, or an attachment order
having been issued on all or part of its assets;
b) having lost its owner through decease or been placed in receivership;
c) havingnot legally complied with some part of the present General Conditions devolvingon it;
d) having neglected to settle an invoicedsum or a part thereof by its due date of payment;
e) having transferred its company or asubstantial part thereof, including the insertion of its company into
occurrence another existing or still to be formed company, modified the objectives of its company, we shall have,
on the of the said events, the right either to regard the agreement asterminated without any legal intervention
being required, or to demand the fullpayment of any sum owed by the other party in respect of work carried out by
us and/or objects supplied by us, without any warning or demand being necessary and without prejudice to our
right to claim damages and costs.
XIII INTEREST AND COSTS
If payment shall not be received by the date
stated in the preceding article, theother party shall be legally
default and shall owe interest as from the date of the invoice of 2%
for (part of ) a monthon the sum still outstanding.
All legal and extra-legal costs incurred shall
be for the account of the other party. The extra-legal costs of
collection costs shall be at least 15% of the sum owed by the other
party including the aforementioned interest, minimally 140.
The other party shall owe tax on turnover on the extra-legal costs of collection.
XIV APPLICABLE LAW
All our quotations, agreements and the implementationthereof shall be governed exclusively by
Netherlands law with the exception of the Uniform Law of International Purchaseof Moveable Physical Objects (Law of 15 December 1971).
