General Terms and Conditions of Sale and Delivery
ALL ORDERS ARE ACCEPTED SUBJECT TO OUR STANDARD CONDITIONS OF SALE, AS STATED BELOW.
I. General
1. The following General Terms and Conditions of Sale and Delivery shall form an integral part of each contract entered into by Man Solar B.V. and its customers (‘buyers’). Terms and conditions of business deviating from the following Terms and Conditions of Sale and Delivery shall only apply if they have been expressly confirmed by Man Solar B.V. in writing. They shall not be binding on Man Solar B.V. even if they are not specifically rejected. Acceptance of deliveries shall at all events be regarded as recognition of the following Terms and Conditions of Sale and Delivery of Man Solar B.V..
2. Purchase and Use – Products of Man Solar B.V. shall be sold for laboratory research,development and educational purposes. Each and every form of use for other purposes, including but not limited to medical, food, agricultural, cosmetic or household use shall be at the exclusive risk of the buyer.
II. Conclusion of Contract
The buyer’s order shall only be valid upon receipt of a written order acknowledgement by Man Solar B.V.; Prior quotations by Man Solar B.V. shall be subject to change without notice. The substance and scope of the order shall be determined by the order acknowledgement.
III. Prices and Payments
1. The list prices at the time of order shall apply. All prices shall be subject to value-added tax at the statutory rate.. Delivery terms and conditions, e.g. FOB or CIF, shall be interpreted in accordance with the latest Incoterms of the International Chamber of Commerce.
2. Unless expressly agreed otherwise, payment shall be made net by credit transfer within 14 days of the invoice date to the bank account of Man Solar B.V.. However, Man Solar B.V. can require payment prior to dispatch of the goods.
3. The withholding of payments by the buyer, or the deduction of any counterclaims of the buyer, shall be excluded unless the counterclaim or the reason for withholding of payments is undisputed or has been subject to a final decision of a competent court.
IV. Delivery Period
1. Man Solar B.V. shall make every effort to dispatch deliveries within the agreed delivery period. Man Solar B.V. shall inform the buyer if the delivery period will be longer. It shall reserve the right to make part-deliveries.
2. All agreed delivery dates shall be subject to proper and due receipt of appropriate goods from Man Solar B.V.’s own suppliers. The delivery period shall commence upon dispatch of the order acknowledgement but not before the buyer has performed any preliminary obligations.
V. Dispatch and Transfer of Risk
The products to be delivered shall be dispatched and packed in line with customary trade practices.. Shipments shall at all events be made at the risk of the buyer.
VI. Reservation of Title
1. Man Solar B.V. shall retain its title to the delivered products pending receipt of all payments under the delivery contract.
2. The re-assignment back to the buyer shall be regarded as tacitly effected as soon as the buyer has paid the delivery price.
VII. Withdrawal and Damage Compensation instead of Performance
1. If Man Solar B.V. does not duly perform or fails to duly perform contractually (breach of duty), then the buyer shall only then be entitled to withdraw from the contract or to damage compensation instead of the performance
a) if the breach of duty by Man Solar B.V. is not insignificant
b) if the buyer demands of Man Solar B.V. in writing to perform within an appropriate period of at least 14 days, and
c) Man Solar B.V. has nevertheless failed to perform within this period.
2. If Man Solar B.V. should have not performed or not performed in accordance with its contractual duties within the grace period set by the buyer, then Man Solar B.V. can request that the buyer within an appropriate period of time declares whether the buyer continues to insist on the performance. Man Solar B.V. is not obliged to perform until the buyer decides.
VIII. Liability
1.If Man Solar B.V. is liable for the breach of an essential contractual duty or for any loss or damage suffered by buyer and arising by by the use of Man Solar B.V. products the liability shall be confined to the value of the goods delivered by Man Solar B.V..
2. Man Solar B.V. is not liable for damages or otherwise liable for any partial or complete failure or delay of performance to meet its obligations under any delivery contract or order if the failure or delay of performance was due to any cause beyond Man Solar B.V.s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
- act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations, embargoes and/or sanctions (whether UN, EU and/or US sanctions or otherwise);
- strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or those of a third party);
- power failure or breakdown in machinery.
IX. Use of the Goods and Indemnity
The buyer represents and warrants that its use of goods ordered will not violate any law or regulation. In consideration of the sale of the goods to the buyer, which sales Man Solar B.V. would otherwise not make, the buyer agrees to indemnify and hold Man Solar B.V. harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of the buyers handling and/or use of goods, whether used alone or in combination with any other substance or the buyer’s failure to perform its obligations hereunder, including with respect to any claims brought by the buyer’s officers, employees, customers, agents, representatives, successors or assigns, or any third party (including without limitation, end users or freight. carriers).
X. Export Control
The buyer acknowledges that goods purchased or received from Man Solar B.V. may be subject to export control laws, restrictions, orders, rules and regulations of The Netherlands and/or the EUR or other foreign agencies or authorities (collectively ’Export Laws’).
XI. Miscellaneous
1. The place of performance for all obligations arising from the contractual relationship shall be the registered domicile of Man Solar B.V..
2. These Terms and Conditions and any dispute concerning the Products and/or these Terms and Conditions shall be governed by the laws of The Netherlands and brought to the courts of The Netherlands.
3. The present Terms and Conditions shall also remain in full force and effect even if individual provisions are rescinded or legally invalid. Any rescinded or legally invalid provision shall be replaced by legally valid provision which comes commercially closest to the rescinded or legally invalid provision.