General conditions of delivery of Hoshizaki Europe B.V. – continued so far as this pertains to the Product in question. 10.5. In compliance with the exclusions and limitations stipulated in Article 9 of the present General Conditions of Delivery, the previous is an account of the complete liability and obligation of Hoshizaki towards the buyer and is the only thing to which the buyer can appeal with respect to any actual or alleged infringement of any intellectual property rights or any other property rights of whatever nature. Article 11. CONFIDENTIALITY The buyer acknowledges that all technical, commercial and financial data that is disclosed by Hoshizaki and/or companies affiliated with it to the buyer are a part of the confidential information of Hoshizaki and or companies and legal entities affiliated with it. The buyer is forbidden to disclose any of this confidential information to third parties or to use it for any other purpose than that which the parties have reached agreement on within the context of the intended sales transaction in the present document. Article 12. EXPORT/IMPORT REGULATION 12.1. If for the delivery of Products in the context of the Agreement, an export or import licence must be granted by a government and/or any governmental body by virtue of any applicable law or regulations, or the delivery is otherwise restricted or forbidden by law or regulations governing the regulation of exports or imports, then Hoshizaki can proceed to suspend its obligations and the rights of the buyer with respect to the delivery in question until the required licence is granted or for the duration of the relevant restriction and/or the relevant ban and Hoshizaki can even terminate the Agreement without thereby incurring any obligation towards the buyer. 12.2. If an end-user statement is required, Hoshizaki should inform the buyer of this immediately and the buyer should send this document to Hoshizaki at the first request for it by Hoshizaki; if an import licence is required, the buyer should inform Hoshizaki of this immediately and the buyer should send this document to Hoshizaki as soon as it is available. 12.3. By accepting the quotation of Hoshizaki, by entering into any Agreement and/or by accepting Products, the buyer consents to refrain from any manner of using the Products and/or the documentation pertaining to them if he thereby would violate law and regulations concerning the regulation of exports or imports. Article 13. TRANSFER AND SET-OFF 13.1. The buyer is not permitted to transfer any rights or obligations in the context of the Agreement without the prior written permission of Hoshizaki. 13.2. The buyer is not entitled to withhold or lower any payments, or to set off current and future recei- vables against any payments that are owed for Products which have been sold in the context of the Agreement or any other agreement that the buyer or one of the companies affiliated with him possibly has with Hoshizaki. 13.3. The buyer promises to pay the payments due in full without taking into consideration any claimed set- off which the buyer claims or is claimed on his behalf. Article 14. BREACH AND TERMINATION 14.1. Without prejudice to any rights and legal means that Hoshizaki might have or that Hoshizaki has at its disposal by virtue of the Agreement or the law, Hoshizaki can terminate the Agreement or any part thereof, effective immediately, by means of a written notification of such to the buyer without incurring any liability of whatever nature, if: 14.1.1. any provision of the Agreement is violated or not respected by the buyer; 14.1.2. any proceedings pertaining to insolvency, bankruptcy (including reorganisation), liquidation or dissolution with respect to the buyer are instituted (even if such proceedings are initiated voluntarily or involuntarily by the buyer), the buyer is placed under an administrator or receiver or a transfer is made on behalf of the buyer’s creditors. 14.2. As soon as one of the aforementioned events occurs, all payments to be made by the buyer in the context of the Agreement will immediately become payable on demand. 14.3. If an Agreement is annulled, terminated or nullified, the conditions and provisions that are meant to remain intact after annulment, termination or nullification of the Agreement in question shall also actually remain intact. Article 15. Applicable Law and Choice of Forum 15.1. All quotations, confirmations and Agreements are subject to and are interpreted by Dutch law. 15.2. The buyer and Hoshizaki should initially try, via consultation and negotiation with each other in good faith and in an atmosphere of mutual cooperation, to settle every dispute that ensues from or is connected to any Agreement. 15.3. All disputes that cannot be settled amicably should be submitted to the exclusive jurisdiction of the court in Amsterdam, with the understanding that Hoshizaki is entitled at any time to take legal steps or to institute proceedings against the buyer via any other competent court. 15.4. The Convention of the United Nations on international sales agreements for movable property does not apply to any quotation, confirmation or Agreement. 15.5. Nothing that is contained in this article may be read or interpreted as a restriction of the right ofeither Hoshizaki or the buyer to obtain a court ruling or another legal measure under the applicable laws or to take steps to guarantee the possibility of seeking recourse from the other party. Article 16. OTHER PROVISIONS 16.1. If, as the result of the determination of a competent court or as the result of any future action of a legislative or administrative body, one or more provisions of the present General Conditions of Delivery become invalid or untenable, this will not affect the validity or the tenability of the other provisions. 16.2. If, in the last case, the determination is made that any provisions of the present General Conditions of Delivery are not legal or are untenable, then the provision in question shall be considered to be removed from these General Conditions of Delivery, while all the other provisions shall continue to be fully valid and in effect, and the provision that is deemed illegal or untenable shall be replaced by a provision to the same effect that reflects the original purpose of the provision in so far as this islegally permissible. 16.3. If one of the parties neglects to make use of any right or legal means based on the Agreement, or if use is made of the same only after some time has passed, this may not be seen as the waiver of that right or legal means, nor can any single instance of making use of such a right or legal means fully or partially lead to the exclusion of any further or future use of the same or to the exclusion of making use of any other right or legal means based on the Agreement or any associated document or the law. 16.4. Hoshizaki is entitled at any time to change and/ or to amend these conditions. Changes and/or amendments shall take effect after they have been brought to the attention of the buyer and have no retroactive effect. 16.5. If these general conditions are agreed between the parties in a language other than Dutch, then the text and the significance of the Dutch language general conditions shall nevertheless prevail. Article 17. DATA PROTECTION CLAUSE 17.1 In accordance with GDPR regulations Hoshizaki has a privacy statement that can be found at https://hoshizaki-europe.com/privacy-policy Hoshizaki Europa B.V. Burgemeester Stramanweg 101 NL – 1101 AA Amsterdam The Netherlands
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