General Conditions of sale
Every order implies full acceptance by the buyer of our current conditions of sale. Orders or markets that are referred to us whether directly or through our agents shall not be valid unless the head office, in writing, has accepted them. All our articles will be installed according to the rules of the art and valid standards. The minimum order threshold amounts to € 1000.-(*) net of taxes. Every first order has to be accompanied by a bank identity statement and the Register Number in the trade register failing that it won't be registered.
*) or the value of 1000 € in other currencies as UAE-Dirhams, Pounds or Dollars
Prices quoted in our different price lists are invoicing basic prices without VAT or any other tax. If applicable, the amount of VAT or other sales taxes, added to the invoice total amount, will be calculated according to the prevailing rate on shipment day. Unless agreed to the contrary, these prices are revisable in cases where delivery is due to occur within a delay superior to two months and in cases of quantifies or specifications modification and, in general, in cases where our clients dictate when placing the order a constraint unacceptable to us. Our invoices do never contain import duties: custom duties have to be born by the client.
Unless an explicit agreement, times of delivery are given for information only and can absolutely not be considered as final deadlines. We accept no responsibility whatsoever for any delay or any delivery restriction. The non-observance of delivery time shall not entail any penalty or compensation. In case of part - delivery, the remaining undelivered quantity shall not delay the payment of the already delivered part of goods. If material's shipment is delayed due to the client, it will be stored end handled at the buyer's expenses. This provision does not affect whatsoever the obligation to pay the supply of goods.
The goods are dispatched at the risk of the buyer, even in cases where they are dispatched “carriage paid'. Therefore, the buyer has to:
(1) Check on receipt, the state and quantity of products and proceed if necessary to the opening of every dubious, outward appearance, of packages in the presence of the deliverer.
(2) Formulate, in cases of damage or discrepancy, accurate reserves detailed on the transport receipt and specify namely the nature and importance of the damage, or missing packages, wet marks, breakages, etc. Inaccurate or systematic wording of reserves such as “subject to display” or “subject to quality and quantity control” stated on the transport receipt, are null end void and have no legal validity.
(3) Confirm these reserves by registered letter with acknowledgment receipt sent to the last Transport Company, within three working days following delivery. The non-compliance with these formalities will prevent any action being against the transport company. Only the buyer has the right to appeal against the transport company in cases of delays, discrepancies and/or damages.
The deliveries of standard materials from our catalogue are understood to be on an ex works basis. For any order below € 1000,- a fixed contractual contribution to the cost of freight, packaging, invoicing and documents is set at € 90.- net of taxes. The client will be charged for any special transport (express, airfreight, etc.) requested by him.
Custom-made items are subject to special conditions, to be negotiated between the customer and ELTE, prior to the planning of, and the start of production. In any case, the plan for payment shall be according to the progress of production and maturity of final payment. The complete plan of payment has to be safeguarded and guaranteed by a German Bank. Our invoiced prices for catalogue items have to be paid net, and without any discount at the day when goods are ready for delivery. If payment fails to be made on this date, we retain the right to suspend the execution of our engagement after ineffective formal notice. In cases where the debtor does not pay amicably, his file will be transmitted to the legal department and the due amount will be automatically increased by 10%. In case of financial difficulties on the part of the buyer, we retain the right to claim guarantees failing which the contract can be cancelled without summons or compensations. Every order corresponding to the opening of a new client account will be paid cash when placing the order.
The ownership of the goods remains with us until the full and effective payment of corresponding invoices. Upon receipt of the goods, the buyer shall bear the risks pertaining to them and shall take great care in watching over them and preserving them.
Return of merchandise shall not be accepted without a previously written approval from us. We will not accept the return of any specially manufactured material or of any goods not mentioned in our catalogues or valid tariffs. In case of an authorized return due to a reason not attributable to our Company, a refund can only reach a maximum of 80% of the invoiced amount, assuming the merchandise has been kept intact and in its original packaging, and after an expert evaluation made by us. Costs of restoration, packaging and transport will also be deducted from any credit note.
The buyer will benefit from the legal guarantee against concealed defect. This guarantee is limited by explicit agreement to the complete product and only the replacement of defective parts, without any compensation for delay, assembling and dismantling. Accidental damage directly or indirectly provoked or presumed likewise, or for any other prejudice whatsoever. Every guarantee is excluded for incidents due to accidental cases or cases of Force Majeure as well as for those due to a replacement or repairing resulting from deterioration due to negligence, lack of monitoring and maintenance or faulty and non-consonant use with our specifications and our agreement.
SAMPLES - SPECIAL DEVICES:
Any sample request for tender will be subject to an order. In case samples are not ordered but simply received from us by any client, then a delivery note would be issued to secure the return of the merchandise provided to the latter and assuring the good condition of the returned goods. Special devices or devices not shown in our catalogues but designed according to the technical specifications given by the buyer cannot be returned to us in any way.
STUDIES AND PROJECTS:
The ownership of studies and documents, sent or handed over, shall remain with us. They cannot be copied, communicated, reproduced or executed without our explicit authorization and must be returned to us on our request.
As we are concerned with technical improvement, we retain the right to modify and bring improvements to our products. Dimensions indicated in our catalogues or price list can be modified without previous notice and include a certain allowance. We may also stop the production of certain products. In these cases, we shall not be obliged to supply suppressed articles or articles produced according to old specifications.
APPLICABLE LAW - POWER OF JURISDICTION:(*)
German law governs contracts. In case of dispute, litigation shall be in the Commercial Court of Kleve, which will have sole jurisdiction even in the case of multiple defendants or the introduction of a third party. Our bills of exchange, or payment acceptance, cause neither derogation nor renunciation towards the present power of jurisdiction clause.
(*)This clause refers to sales of standard material within the EU except GB, Swiss and Norway, it refers to all material – custom or standard – made in D.
(D):1-71/1602291 Terms of trade for EU
ELTE Licht GmbH
D 47533 Kleve