General Terms and Conditions of Sale and Delivery of Bovine Hoof Adhesives, located in Georgetown (USA).
Article 1: General
1.1 In these terms of sale, Bovine Hoof Adhesives is referred to as "Seller" and the other party as "Buyer". These terms of sale apply to all offers made by Seller, to any contract concluded by Seller, as well as to any alteration and/or addition thereto by Seller and to other (legal) transactions and activities of Seller, unless and insofar as Seller's written order confirmation states otherwise. These terms of sale apply if Seller performs as a seller.
1.2 Conditions of purchase stipulated by Buyer are never applicable unless, and only to the extent that, they are otherwise stated in Seller’s order confirmation.
Article 2: Offers and price quotations
Offers, price quotations and price lists are always free of obligation and therefore revocable unless they contain a term for acceptance. All of Seller’s offers, price quotations and price lists are exclusive taxes.
Article 3: Contract and order confirmation
3.1 A contract is deemed to have been concluded between Seller and Buyer on the day Seller signs the contract drawn up for that purpose, or on the day of sending the (written) order confirmation from Seller to Buyer, whether or not preceded by a price quotation from Seller.
3.2 The content of the contract or order confirmation indicates the content of the agreement between the parties.
3.3 Changes to the contract between Seller and Buyer may be agreed upon only in writing.
3.4 Acceptance of the contract may be subject to conditions stipulated by Seller such as prepayment.
Article 4: Additional work
If, after completion of the agreement and before the actual delivery date, additional costs arise due to interim changes to the order by the Buyer, these additional costs will be charged to the final settlement. In the absence of a price quotation from Seller, additional costs will be charged to Buyer on a recalculation (time and materials) basis. Additional costs may include: transport, services and activities and/or materials taken over by a third party.
Article 5. Delivery time
5.1 The delivery times stated in the order confirmation are an indication only and shall not be regarded as strict deadlines, unless expressly stated otherwise by Seller in writing.
5.2 Exceeding the delivery period does not give rise to damages or termination of the contract. Late delivery is never a reason to refuse receipt of, or payment for, Seller's products. The quantity delivered by Seller can deviate up to 5% – more or less – from the agreed purchase and is to be accepted by Buyer.
6.1 Should Buyer refuse to fulfill the purchase, Buyer is responsible for any resulting costs and is required to pay the full purchase price to Seller.
6.2 Should Buyer refuse to fulfill the purchase, Seller has the right to terminate the contract and to claim integral damages from Buyer resulting from this refusal.
Article 7: Force Majeure
7.1 In case of force majeure, and without prejudice to Seller's right to terminate the agreement, Seller has the right to choose:
a. to suspend the delivery until after the situation of force majeure and its consequences have concluded;
b. to terminate the contract – including during the above-mentioned period of time – either in whole or for the non-fulfilled part.
7.2 Termination by Seller due to force majeure takes place by a written notice from Seller to Buyer, without Buyer’s entitlement to damages with respect to the termination. A partial termination takes place without prejudice to the obligation of Buyer to pay for what has already been delivered and the obligation of Buyer to reimburse the costs incurred by Seller.
7.3 Force majeure is understood to mean every contingency beyond Seller's control through which the fulfillment of (the relevant part of) Seller's obligation toward Buyer is prevented, delayed and/or rendered uneconomic, by which the fulfillment Seller’s obligation can no longer be reasonably required.
Article 8: Payment and default
8.1 Payment of Seller's invoice must be made within the agreed-upon payment period. Buyer shall be legally in default against Seller by the mere expiration of the agreed-upon payment period without requiring prior notification and/or notice of default.
8.2 Seller always has the right to demand (partial) prepayment or any other collateral for payment from Buyer.
8.3 In case of default, Buyer is liable to pay an immediately due and non-negotiable fine of 10% of the invoice amount.
8.4 In case of default or untimely payment of Buyer's (payment) obligation, Buyer will owe to Seller the extrajudicial collection fee paid by Seller. If Seller is obligated to enable third parties to recover what is due to Seller, Buyer is liable for extrajudicial collection charges. In that case, the amount of the extrajudicial collection costs due is 15% of the invoice amount.
8.5 From the date on which he defaults against Seller until the date of complete satisfaction, Buyer will owe a default interest rate of 1.5% per month of the principal, or on any unpaid portion thereof. Seller is entitled to attribute payments received to the above default penalty, then to the default interest, (extrajudicial) collection fee and thereafter to the outstanding amounts.
If Buyer is in default and/or if Seller suspects on a legitimate basis that Buyer will not be able to meet his payment obligations or will not be able to meet them in good time, Seller will – without Seller being held responsible for the reimbursement of any damages to Buyer and without prejudice to any of Seller’s future (remaining) rights – be entitled to:
a. require advance payment or collateral from Buyer and/or;
b. suspend the execution of the (sale) contract between the parties in whole or in part and/or;
c. pursue the agreed payment terms, whether or not they appear in other contracts between parties, whereby all outstanding claims on Buyer are immediately due and/or;
d. suspend all or part of its obligations pursuant to this (sale) contract.
Article 10: Retention of title
10.1 Seller retains ownership of all goods delivered by Seller to Buyer so long as Buyer fails to fulfill his obligations which include all outstanding payments plus fines, interest, (extrajudicial collection) costs and/or damages – under the contract in question.
10.2 Buyer will only own the goods once they have been successfully delivered and when Seller has received cleared payment in full. Any goods which are unpaid for w
Article 11: Liability
11.1 Seller’s liability for any shortcoming in the performance on its part is limited to replacement of the delivered goods and/or new performance of the contract and is in any event limited to the invoice value(s) of the goods delivered from Seller to Buyer.
11.2 Seller excludes liability for all indirect damages, intangible damage, business losses and/or consequent losses to Buyer and/or third parties.
11.3 Seller is never liable for any failure of performance on the part of third parties engaged by Seller.
11.4 As soon as Buyer has delivered the goods or services, Seller will be responsible for them and will be liable for their loss or destruction. Therefore, Buyer will need to take necessary steps to insure the items. If Buyer delays a delivery, Sellers responsibility for everything other than damage due to negligence will end on the delivery date agreed.
Article 12: Complaints
12.1 Buyer is obliged to check what has been delivered to him immediately after receipt. Buyer's complaints must be submitted to Seller in writing within a period of ten days after delivery by Seller. Complaints must be based on the quantity, quality and condition of the delivered goods.
12.2 If Buyer has properly lodged a complaint, Seller has the right to fully or partially fulfill the obligation by delivering the agreed goods to Buyer or to reduce the invoice amount by the value of the goods in question.
Article 13: Choice of jurisdiction
13.1 These terms and conditions, as well as all legal acts and agreements of Seller, are governed by US law.
13.2 Subject to appeal and/or cassation, the District Court of South Carolina is exclusively authorized to hear any dispute arising from or relating to this agreement and/or legal proceedings by Seller.
13.3 This provision shall not apply to disputes to which the Sub-District Court is entitled to jurisdiction.
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