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High Tech Metal Seals' core
values can be described in three categories,
namely Quality, Expertise, and Flexibility.
I. Area of application
Article 1
Except where expressly agreed
otherwise in writing, the present General
Conditions are applicable to the relationship
between H.T.M.S. and the Buyer (inter alia to
all deliveries, offers, quotations, orders and
agreements, etc.). They take precedence over
those of the Buyer.
II. Quotations and orders
Article 2
H.T.M.S. quotations are valid
for 3 months from the date of offer: the order
must reach H.T.M.S. within the aforesaid period.
The prices quoted are exclusive of VAT, any
other legal charges and taxes and transport
costs, which are always for the Buyer’s account.
Prices are drawn up on the basis of the
specifications and tolerances quoted by the
Buyer: deviations in the final order will be
taken into account. Prices are quoted EX WORKS.
III. Delivery dates
Article 3
The delivery date quoted is
given exclusively as a guide without any
obligation for H.T.M.S.: it cannot give rise to
any liability on the part of H.T.M.S. in the
event of late execution, nor in respect of any
loss or damage arising of that.
Article 4
A delivery outside the
proposed delivery date cannot be refused by the
Buyer and shall not give rise to any
compensation nor price reduction.
IV. Buyer’s obligations
Article 5
The Buyer shall furnish
H.T.M.S. with all necessary guidelines and
information in writing in connection with the
goods to be supplied and their use: H.T.M.S.
cannot be held liable for the consequences of
incomplete or non provision of information. All
parameters not quoted are regarded as non-critical
and can definitely not give rise to any
compensation. The Buyer is bound always to
indicate the kind of application or give a
description of it, failing which it will be
regarded as non-critical.
Article 6
In the case of new
applications the customer must always test the
goods supplied on the test rig before proceeding
with final installation and use of the goods.
V. Safekeeping - risk
Article 7
Except where expressly agreed
in advance, H.T.M.S. is not bound to keep plans,
diagrams, designs, drawings, photos,
descriptions which it has received from the
Buyer or had drawn up on the Buyer’s
instructions.
Article 8
The goods and information
made available by the Buyer are to be delivered
by him to the H.T.M.S. head office.
Article 9
The custody by H.T.M.S. of
goods made available by the Buyer, whether or
not with a view to treatment and all other goods
and/or supplies destined for the Buyer, is
effected entirely at the risk of the Buyer, who
expressly indemnifies H.T.M.S. of any liability
of any nature whatsoever.
Article 10
Custody if applicable is
charged to the Buyer, in relation to the extent
and duration.
Article 11
In the event of non-payment
or any other default on the part of the
principal, H.T.M.S. will keep the goods, placed
at its disposal by the Buyer, as a pledge.
VI. Delivery - receipt
Article 12
The goods are held at the
Buyer’s disposal at the H.T.M.S. head office,
where they are delivered to the Buyer.
Article 13
If H.T.M.S. is entrusted with
the transport, this will be carried out at the
Buyer’s expense and risk.
Article 14
If the Buyer omits to collect
the goods from the head office within 15 days
from dispatch of the invitation to do so,
H.T.M.S. shall be entitled either to have the
goods conveyed to the Buyer at the latter’s
expense and risk or to regard the agreement as
unilaterally broken, with the right to flat-rate
compensation at a rate of 30% of the price of
the ordered goods.
VII. Complaints and liability
Article 15
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a |
On penalty of being
forfeit, any complaint or protest must be made
by registered letter.
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b |
Complaints or protests
concerning visible defects or damage or
non-conformity of the goods must be notified
immediately on receipt. Complaints concerning
other defects and damage must be notified to
H.T.M.S. within 2 days from receipt of the goods.
In the event of failing to do this, the period
begins to run from receipt of the invoice, which
is regarded as having been received three days
after the invoice date.
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c |
If no complaint is
received as provided for in the preceding
paragraphs, then the goods supplied are assumed
incontestably to have been accepted.
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d |
The partial employment of
the goods supplied has as a consequence the
acceptance of the entire delivery.
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Article 16
If it appears that the Buyer
is wrongly invoking a faulty or non-conforming
delivery, the Buyer is then lawfully indebted
for paying compensation of 20% of the price of
the goods.
Article 17
The Buyer indemnifies
H.T.M.S. for any liability in respect of the
Buyer, his employees or any third party which
may arise out of damage or injury to property or
persons by the goods supplied. This
indemnification is also expressly given for
claims on the basis of product liability
legislation, environmental legislation and
associated laws and regulations. The Buyer
expressly undertakes to indemnify H.T.M.S. for
all damage, directly or indirectly caused by the
goods which are placed at its disposal by the
Buyer.
Article 18
The consequences of an Act of
God never fall to the account of H.T.M.S.: if
necessary in the event of an Act of God,
H.T.M.S. may suspend, or terminate, the
performance of the agreement, without any right
to compensation on the part of the Buyer.
Article 19
The liability of H.T.M.S. is
covered as follows:
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a |
Civil Liability
Exploitation
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Physical injury and
material damage combined: 1,239,467.62 EUR per
incident
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Water, smoke, fire,
explosion: 619,733.81 EUR per incident
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Pollution: 619,733.81 EUR per
incident
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Pure immaterial damage:
209,866.91 EUR per incident.
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b |
Goods entrusted: 12,394.68
EUR per incident
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c |
Civil liability after
delivery:
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Physical injury and
material damage: 1,239,467.62 EUR per incident
and per year.
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The liability of H.T.M.S. is
limited in all circumstances to the cover and
amounts as indicated above. As far as claims by
third-parties are concerned, to whom the present
Conditions would not be opposable, the Buyer
undertakes to indemnify H.T.M.S. for the damage
which exceeds the policy cover.
Article 20
Unless expressly instructed
otherwise by the Buyer, H.T.M.S. applies the
standard tolerances as set out in its ISO manual.
VIII. Warranty
Article 21
For the goods supplied by
H.T.M.S., a warranty period of 3 months is
provided. The warranty does not relate to hidden
defects, about which H.T.M.S. did not know or
could not have known and to visible defects. The
period begins running from the day the goods
leave the H.T.M.S. works. If the Buyer wishes to
invoke the warranty, he must notify H.T.M.S. of
the defect by registered letter within 7 days of
discovery of the hidden defect.
Article 22
The obligation of H.T.M.S.
under the warranty is limited to the replacement
of the faulty goods: on absolutely no condition
can H.T.M.S. be held liable for any other,
direct or indirect damage.
IX. Payment
Article 23
Unless agreed otherwise or
indicated on the invoice, H.T.M.S. invoices are
to be paid promptly in cash at the H.T.M.S.
registered office or operating headquarters.
H.T.M.S. expressly reserves the right to issue
invoices for advance payment.
Article 24
The use of bills of exchange,
cheques, warrants, receipts, etc. makes no
changes to this and permits of no renovation of
the debt.
Article 25
Bank charges on payments from
outside Belgium are for the Buyer’s account
except for the portion of internal costs.
Article 26
In the event of non-payment
of the invoice on the due date, interest of 10%
per annum becomes lawfully payable as from the
due date without any further notification. In
this case the Buyer is also indebted for lump-sum
compensation of 10% of the invoice amount, with
a minimum of 50.00 Euro per invoice.
Article
27
In the event of non payment
of an invoice, H.T.M.S. has the right to suspend
the execution of all orders from the same Buyer.
On suspension of the execution an invoice will
be issued for the stage which the execution has
reached. In the event of non payment of one
invoice, all invoices addressed to the same
Buyer become payable, with the forfeit of any
payment facility or maturity date granted.
Article 28
The goods remain the property
of H.T.M.S. until paid for in full by the Buyer:
the risk concerning the goods is however
transferred to the Buyer on delivery of the
goods.
X. Cancellation
Article 29
In the event of cancellation
or an order by the Buyer, H.T.M.S. is entitled
either to demand the execution of the agreement
(forced execution) or lump-sum compensation of
20% of the total order (breach of contract with
compensation). If, in the event of a breach of
contract with compensation, part of the goods
have already been supplied, the part delivered
will be invoiced and paid for by the Buyer and
the said lump-sum compensation will be
calculated on the balance of the order. H.T.M.S.
may always claim higher compensation if an
actual higher loss can be demonstrated.
Article 30
Cancellation of an order must
always be made in writing.
XI. Competent Courts -
Applicable Law
Article 31
The relationship between
H.T.M.S and its Buyer is subject to Belgian Law.
Article 32
In the case of dispute only
the Court of the District of Mechelen have
jurisdiction: H.T.M.S. however reserves the
right to invoke the jurisdiction of the Court of
the place where the Buyer is based or where
delivery has been effected.
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