General Conditions of Sale
registered office: (1329 BB) Almere, Rondebeltweg 22, as filed with the registry of the Camber of Commerce of Almere. Registration number 390.47.256
CLAUSE 1 – APPLICABILITY:
- All offers and tenders submitted are covered by the declaration of the applicability of these Standard Terms of Delivery and Payment to the offer and its acceptance as well as to the agreement thus formed.
- These conditions also apply to deliveries made by Pont at the request of third parties.
- The buyer’s terms and conditions and the conditions of tender are not considered as forming any part of this agreement unless Pont has expressly agreed to those terms and conditions in its order confirmation.
CLAUSE 2 – OFFERS:
- All offers made by or on behalf of Pont, are without any obligation. The agreement is only deemed to have been formed when Pont has confirmed the offer in writing.
- All offers are valid for one month unless otherwise stated in the offer.
- The date of the written confirmation by Pont will be considered as the date on which the agreement has been formed.
- Any additional arrangements or amendments made subsequently are only valid if Pont has confirmed them in writing.
- Pont retains the copyright to the images, drawings, sketches, designs, prototypes, models, calculations and computations provided with the offers or on other occasions. They remain the property of Pont and shall not be copied or disclosed or provided to any third parties or used in any other way by the counterparty without the explicit prior written consent of Pont. At Pont’s request they should be immediately returned to Pont. Any statements with regard to size, weight, capacity or results provided by Pont in images, drawings, designs, prototypes, models, calculations and computations or provided in any other way will not be binding on Pont unless they have been explicitly guaranteed by Pont; for that matter these statements are deemed to have been provided as approximates.
CLAUSE 3 – TOLERANCES:
- Orders are exclusively accepted and carried out by Pont with due observance of the tolerances with regard to dimensions and contents standardised by Pont. At the buyer’s request information on the said tolerances will be provided to the buyer. If such a request is not made to Pont before the agreement is made, the buyer will be deemed to have agreed to the above applicability of the said tolerances.
- Pont does not guarantee that the goods are suitable for the purpose for which the buyer intends them, not even if Pont has been made aware of this purpose unless the contrary has been agreed between the parties.
CLAUSE 4 – QUANTITIES DELIVERED:
The maximum permissible deviation from the delivered quantity amounts to 5%.
CLAUSE 5 – PRICE CHANGES:
If during the period between the offer date and the delivery date the prices of materials, of consumables and raw materials, of electricity and fuel, of parts procured by Pont from third parties, wages, salaries, social and national insurance contributions, public charges, carriage rates or insurance premiums are increased, including price rises of materials and parts as a result of currency risks, or if government measures are announced which have certain consequences which cannot be considered as normal trade risks or if any other circumstance which served as a basis for the pricing has undergone a considerable change, Pont will be entitled likewise to increase the price agreed on accepting the order with due observance of any legal provisions applicable in this respect.
CLAUSE 6 – FORCE MAJEURE/POSTPONEMENT:
If, due to force majeure, the performance or prompt performance of the agreement cannot reasonably be demanded of Pont, we shall be entitled at our reasonable discretion and solely on written notification either to postpone the performance for the duration of the force majeure or to cancel or dissolve the agreement insofar as this is permitted by law at any time during the force majeure situation to the extent that the agreement has not yet been performed or to the extent that the goods are not yet ready for shipment. Force majeure is considered to be for instance war, the threat of war, civil war, natural disasters, revolt, strike, fire epidemics shortage of raw materials, consumables, tools or machinery, either within Pont’s own operations or in the operations of third parties from whom we
have to obtain wholly or partially the necessary materials or raw materials as well as any other causes originating beyond Pont’s blame or sphere of risk, all this without prejudice to circumstances that may by law be regarded as force majeure.
CLAUSE 7 – DELIVERY/SHIPMENT:
- Unless explicitly otherwise agreed, delivery will be FCA Almere The Netherlands, in accordance with the Incoterms which are effective at the time the agreement is formed.
- Shipments with a net invoice value of less than €450 will be carriage paid or at the price of the freight and handling charges paid. The extra costs of express or parcel post shipments are invoiced in all cases.
- Delivery times shall always be approximates. Failure to meet the delivery time – provided this is within reasonable limits – will not be a reason to cancel orders or dissolve the agreement or to reimburse costs or damages arising from such a failure to meet the delivery time. In any given case Pont can extend the delivery time by a period during which the buyer defaults on fulfillment of his/its obligations to Pont, all this without prejudice to any other rights of Pont on the buyer by virtue of his default.
- Pont is entitled to deliver an order in its entirety or in parts as the goods become gradually available. If Pont delivers in parts, Pont will be entitled to demand payment in an invoice relating to the part deliveries, in accordance with the applicable payment conditions.
CLAUSE 8 – COMPLAINTS/LIABILITY:
- Complaints in respect of incorrect execution of orders must be received by Pont in writing not later than 14 days after receipt of the goods, failing which Pont reserves the right to reject the complaint outright. The goods to which the complaint relates must be held available for Pont.
- If the delivered goods show material or manufacturing faults or damage which is at the expense of Pont, Pont will arrange for their replacement or, if replacement is not possible within a reasonably short period, for reimbursement of the invoice value.
- The buyer undertakes to test the suitability of the goods for the intended use.
- Pont’s liability is limited to replacement of a faulty item free of charge. The buyer indemnifies Pont against any liability for damage resulting from the use of the goods supplied by Pont to the buyer. Pont procures the goods from third parties and will not grant a warranty with respect to these goods in excess of the warranty granted to Pont by its suppliers.
- Pont will be released from any liability and is not obliged to accept complaints regarding faults, if the buyer has not fulfilled his payment and/or other obligations promptly.
CLAUSE 9 – MOULDINGS:
All drawings, samples, models, dies, moulds and other material manufactured by or for Pont on the instructions of the buyer – further jointly called below: – the equipment – remain the property of Pont unless explicitly otherwise agreed in writing, also if and insofar as the costs of manufacturing them are or will be fully or partly borne by the buyer. The equipment provided by the buyer is retained at his expense and risk. No obligation to insure these against damage by fire, theft or other damage is accepted. All their maintenance, adjustment or renovation for the buyer is at his expense. After two years have lapsed calculated from the most recent order, Pont will be entitled at its own discretion to dispose of these without being obliged to pay any remuneration.
CLAUSE 10 – PACKAGING:
Charges are made for special packaging to customer specifications, as well as costs, crates and pallets.
CLAUSE 11 – PAYMENT:
- Unless otherwise agreed in writing, payment must take place without deduction or set-off not later than 30 days after the invoice date.
- The buyer shall be in default by the mere expiry of the payment term of 30 days, without a notice of default being required.
- Regardless of the manner of payment, payment shall only be deemed to have been effected after Pont’s account has been fully and irrevocable credited.
- In the event of non-payment Pont will be entitled, without prejudice to the provisions of Clause 14 and without judicial intervention to declare the agreement as dissolved, to take back the sold goods without prejudice to Pont’s rights to claim performance of the agreement, in both cases with compensation for any damage suffered by Pont.
- In the event of failure to make full and prompt payment the buyer will owe to Pont statutory interest on the outstanding amount from the due date onwards, whereby a part of a month is considered as a full month.
- If the buyer defaults on payment, he will be obliged to pay, apart from the purchase amount and interest thereon, all costs, including any collection costs, arising from the non-payment.
CLAUSE 12 – GOODS READY FOR SHIPMENT CANCELLATION:
- Where on call delivery has been agreed, Pont reserves the right to grant a further deadline for purchasing the goods, after completion of production.
- If the goods have not been purchased within the agreed period or within the deadline referred to in the previous paragraph, Pont will be entitled to invoice the goods ready for shipment and to demand payment for them, without prejudice to Pont’s right to claim that these goods be purchased.
- If without Pont’s permission the buyer cancels the order accepted by Pont in writing, Pont will be relieved of the obligation to deliver the goods but the buyer will be obliged by the mere fact of his cancellation to compensate Pont for all the latter’s damage and loss of profit.
CLAUSE 13 – RETENTION OF TITLE:
- Goods will remain the property of Pont until they have been paid for in full, insofar as and to the extent that the retention of title is valid under the applicable law of the respective country.
- At Pont’s request the buyer will be deemed to assist Pont in taking any measures necessary to protect Pont’s title to the goods in the country concerned.
- The retention of title does not impair the transfer of risk as described in these Standard Terms of Delivery. However, the buyer will be entitled to dispose of the goods in the course of his normal business operations.
- The buyer is obliged to notify Pont immediately when third parties assert rights in respect of goods to which Pont still holds the title. If the buyer does not, not in a timely manner or not properly fulfill his obligations we will be entitled by a single written notification to suspend or dissolve the agreement in whole or in part, and also to cancel orders in hand, without prejudice to Pont’s rights to compensation.
CLAUSE 14 – PACKAGING/SAMPLES, ETC. OF BUYER:
The risk of breakage, theft, loss or other damage to packaging, samples and/or other objects temporarily provided to Pont by the buyer shall be borne by the buyer.