General conditions of delivery of Hoshizaki Europe B.V. Filed with the Chamber of Commerce in Amsterdam under file no. 33238845 Article 1. Definitions 1.1. In these general conditions, the terms below are defined as follows: General Conditions of Delivery: The present general conditions of delivery of Hoshizaki Nederland B.V. Hoshizaki: Hoshizaki Europe B.V., with its registered offices in Amsterdam, the Netherlands and its principal place of business in (1101 GC) Amsterdam, the Netherlands at Keienbergweg 50 C/D. Products: Goods and services. levies if Hoshizaki is required to do so by law or has the opportunity to pay them or to collect them and the buyer shall pay the same together with the price. 4.3. All prices that are stated on price lists, in catalogues, quotations or other statements or listings of Hoshizaki are based on delivery in accordance with the applicable INCOTERMS. 4.4. Unless agreed otherwise in writing between Hoshizaki and the buyer, Hoshizaki can change the price of the delivered Products to the buyer after delivery of the Products in accordance with the applicable INCOTERMS. virtue of the Agreement or the law. Article 5. Deliveries 5.1. Delivery of Products shall take place ex-works, (INCOTERMS, most recent version), unless: 5.1.1. the buyer is established in one of the following countries, in which case the delivery of Products shall take place Carriage and Insurance Paid To (CIP) (INCOTERMS, most recent version): the Netherlands, Belgium, Luxembourg, Great Britain, Ireland, France, Germany, Austria, Switzerland, Spain or Portugal; or 5.1.2. the parties agree otherwise in writing. Agreement: The agreement concerning the sale of Products by Hoshizakiand the purchase of Products by the buyer. Article 2. Applicability 2.1. The present general conditions of delivery of Hos- hizaki (“General Conditions of Delivery”) apply to and are an integral part of all quotations and offers of Hoshizaki Europe B.V. (“Hoshizaki”), of each acceptance, confirmation and validation by Hoshizaki of the orders placed by the buyer and of all agreements (“Agreements”) concerning the sale by Hoshizaki and the purchase by the buyer of goods and services (“Products”), unless and in so far as otherwise is expressly agreedwith Hoshizaki. 2.2. Any conditions and provisions that are stated in any document or any documents that the buyer issues before or after Hoshizaki issues any document in which the present General Conditions of Delivery are enunciated or the General Conditions of Delivery are referred to are herewith expressly rejected by Hoshizaki and set aside. The conditions and provisos concerned do not apply in their entirety to any sale made to the buyer by Hoshizaki and are in no way whatever binding on Hoshizaki. Article 3. Offers/Agreements 3.1. All quotations and offers of Hoshizaki are free of obligations. A quotation or offer serves as an invitation issued to the buyer to place an order. An Agreement is concluded if Hoshizaki has accepted an order in writing or Hoshizaki has commenced to complete the order. 3.2. All statements of and/or listings about Products made by or on behalf of Hoshizaki are accurate to the best of Hoshizaki’s knowledge, but may vary somewhat from being accurate within reasonable limits. 3.3. Changes made to an Agreement are binding on Hoshizaki only in so far as Hoshizaki accepts these changes in writing or in so far as Hoshizaki has actually begun implementing the changed Agreement. 3.4. Hoshizaki is entitled to refuse orders or to set certain conditions for the delivery of Products unless otherwise is expressly determined. Article 4. Prices/Payments 4.1. Unless otherwise stated, the prices of Hoshizaki are given in euros. If prices are given in another currency, then any exchange rate changes occurring between the quotation and the delivery are charged on. 4.2. All prices exclude Value Added Tax, duties and any other comparable levies that are imposed in connection with the sale of Products, unless otherwise is expressly stated. Hoshizaki will increase the sales price with taxes, duties or comparable 4.5. Net payments should be paid within thirty (30) days after the invoice date, unless otherwise agreed in writing between Hoshizaki and the buyer. 4.6. All payments should be transferred to the stated address of Hoshizaki. 4.7. If deliveries are made in instalments, each instalment will be invoiced separately and this should be paid by the due date. No discount will be given for early payment, unless Hoshizaki consents to such a discount in writing. 4.8. In addition to all other legal rights and legal remedies that Hoshizaki might have, interest will be charged, as permitted by law, on all overdue payments at a rate of eighteen per cent (18%) annually or – if it is higher – at the legal interest from the date payment falls due to the date on whichpayment is made in full. 4.9. In addition to the amount due, increased by the interest charged in accordance with Article 4.8, the buyer should reimburse Hoshizaki for all costs that Hoshizaki incurs or suffers as a consequence of the non-payment or late payment on the part of the buyer, including all costs of judicial and extra-judicial measures that Hoshizaki must take against the buyer due to the buyer not fulfilling his payment obligations. The extra-judicial costs amount to at least 15% of the outstanding amount, increased by the aforementioned interest, with a minimum of EUR 150.00 and are payable on demand by virtue of the singular fact that the buyer has not fulfilled his payment obligation(s). 4.10. All deliveries of Products to which Hoshizaki has consented are always dependent on theascertainment of the required credit rating ofthe buyer by Hoshizaki. If, in the opinion of Hoshizaki, the financial situation of the buyer is at any time such that it would not be sensible to start production or delivery of Products on the basis of the aforementioned payment conditions, then Hoshizaki can insist on full or partial payment in advance or insist on other payment conditions as a condition for delivery, and Hoshizaki can also proceed to suspend, postpone or terminate the extension of credit, delivery or any other action or operation performed by Hoshizaki in the context of the Agreement. 4.11. If the buyer fails to pay any costs or expenses owed, or is otherwise in default, then Hoshizaki has the right to refuse to carry out the Agreement and/or delivery of Products until the buyer has paid the amounts due in full and Hoshizaki can proceed to suspend, postpone or terminate the extension of credit, delivery or any other action or operation performed by Hoshizaki in the context of the Agreement. This right shall apply in addition to and not instead of any other rights and legal remedies which apply or which are available by 5.2. Hoshizaki is entitled to deliver Products in stages (partial deliveries). 5.3. The dates of delivery given or confirmed by Hoshizaki are only approximate dates and Hoshizaki cannot be held liable nor on the basis of this be considered to be in default in fulfilling its obligations towards the buyer if a delivery occurs within a reasonable period before or after the given date of delivery. Hoshizaki promises to do everything it can within commercially reasonable limits to comply with the delivery dates it has given or confirmed on the condition that the buyer provides allnecessary order and delivery data within a reasonable period before the delivery date concerned. 5.4. The buyer should inform Hoshizaki in writing if the delivery has not taken place and should give Hoshizaki a period of thirty (30) days to rectify the delay. If Hoshizaki does not deliver within this period of thirty (30) days, then the buyer has the possibility, as the only and exclusive legal remedy, to dissolve the relevant parts of the Agreement not executed. 5.5. The ownership of the Products is transferred to the buyer in accordance with the provisions inArticle 6. The risk of loss linked to the Products is transferred to the buyer on the delivery of the same by Hoshizaki in accordance with the applicable INCOTERMS. 5.6. If the buyer does not accept the Products ordered, then Hoshizaki can deliver the Products on consignment at the cost of the buyer. The buyer is required to reimburse the ensuing (storage) costs. Article 6. Retention of Title 6.1. All Products delivered or to be delivered by Hoshi- zaki by virtue of the Agreement, as well as claims existing due to shortcomings in the compliance with Agreements, remain the property of Hoshizaki until the moment full payment is made of everything that the buyer owes to Hoshizaki by virtue of the Agreement concerned, including interests and costs. 6.2. The buyer is required to save items delivered under retention of title with all due care and as the recognizable property of Hoshizaki. In the case of the attachment of Products that are the property of Hoshizaki, the buyer is required to inform Hoshizaki of this attachment immediately and to point out immediately that the buyer received delivery of the goods under retention of title. 6.3. The buyer is forbidden to sell on any Products of Hoshizaki involved, other than in the context of the normal business operations of the buyer, without the prior payment to Hoshizaki of all outstanding invoices. As long as the ownership of Products has not been transferred to the buyer, the buyer may not pledge the Products nor grant any other right to them to a third party. The buyer is required, as
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