GENERAL TERMS AND CONDITIONS OF SALE VMP V.O.F.
Article 1 – General
The present terms and conditions of sale apply to all offers, orders, deliveries and oral or written agreements. Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any provisions contained in any document issued by Buyer are expressly rejected. No other general terms and conditions shall apply, even if these have not been rejected explicitly by VMP (Vessel Maintenance Products) V.O.F. (the Seller), unless otherwise expressly agreed in writing.
Article 2 - Offers
Offers are made without commitment and are subject to acceptance in writing by an authorized representative of the Seller.
Article 3 – Price
All prices published by Seller or quoted by may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for thirty days, unless otherwise stated in writing. All prices for the products will be as specified by Seller, or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, special packaging, cost of production, shipment arrangement, or other terms or conditions which are not part of Seller’s original price quotation.
Article 4 – Taxes and other charges
Prices for products exclude all value added and other taxes and duties imposed with respect to the sale, delivery, or use of any products covered hereby, all of which taxes and duties must be paid by Buyer.
Article 5 - Terms of payment
Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer. Unless otherwise agreed in writing, payment shall be cash. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon, ipso iure and without notice of default, at a periodic rate of one and one-half percent (1.25%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights hereunder. In the event of late payment, the sum payable shall ispo ure and without notice of default bear be increased by a sum equal to the greater of 10% of the invoice amount and € 100,00. Seller reserves the right to require from Buyer full or partial payment in advance, or another security that is satisfactory to Seller, at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms of payment specified. All payments shall be made in the local currency of the Seller. The Seller does not accept credit card information via fax or email.
The Seller is entitled to cash payment of all invoices, regardless of their original date of expiry, should any invoice remain unpaid on the due date.
Article 6 – Delivery, cancellation or changes by Buyer
The products will be delivered from the warehouse. Seller will have the right, at its election, to make partial shipments of the products and to invoice each shipment separately. Seller reserves the right to stop delivery of products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in storage by Seller at Buyer's risk and expense and for Buyer's account. Orders in process may be cancelled only with Seller's written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for products returned without the prior written consent of Seller.
Article 7 – Title and risk of loss
Notwithstanding the trade terms indicated above and subject to Seller's right to stop delivery of products in transit, risk of loss of the products will pass to Buyer upon delivery of possession of the products by Seller to the Buyer (or its carrier).
By way of exception to section 1583 Civil Code, the Seller reserves title over the products it sells to the Buyer until the price for those products has been paid in full in terms of principal, interest and costs.
Any advance payment shall be obtained by the Seller and be concerned as an indemnification to cover its loss and/or costs of recuperation or reselling the goods.
Article 8 – Warranty and complaints
All statements about use and application of the products are based on the experience and careful research of the manufacturer. Seller cannot be held liable for the results of the application of the products. The Buyer expressly discharges the Seller of any responsibility for damages, whether it is in storage, during use of after its use, except those caused by a defect in the purchased product that could be inflicted upon anyone by the purchased product. The Buyer undertakes to use, store and treat the products after use in accordance with all applicable regulations and rules, which the Buyer declares to know. By accepting or using the products, the Buyer declares to be familiar with their proper use. The Buyer is not allowed to use the product for different purposes than those explicitly and exhaustively listed in the user manual. It is not allowed for the Buyer to modify the product without the express written consent of the Seller.
Any and all complaints or protests must be notified buy Buyer to Seller by registered mail within 3 days after delivery. After that period the products and the prices are considered as definitively and totally accepted.
Except as expressly provided in this warranty statement, Seller is claims all other warranties, whether express or implied, oral or written, with respect to the products, including without limitation all implied warranties of merchantability or fitness for any particular purpose.
The Seller’s liability for visible or latent defects or for non-conform delivery shall in any event be limited to the price of the products. The Seller shall in no event be liable for indirect loss or damages, nor for incidental or consequential damages. The Seller shall in no event be liable to any extent greater than that to which the manufacturer of the products is liable.
Article 9 – Limitation of liability
Notwithstanding anything to the contrary contained herein, the liability of the Seller under these terms and conditions (whether by reason of breach of contract, tort, indemnification, or otherwise) shall not exceed an amount equal to the total purchase price theretofore paid by Buyer to Seller with respect to the product(s) giving rise to such liability.
Notwithstanding anything to the contrary contained herein, in no event shall Seller be liable for any indirect, special, consequential or incidental damages (including without limitation damages for loss of use of facilities or equipment, loss of revenue, loss of data, loss of profits or loss of goodwill) regardless of whether Seller (a) has been informed of the possibility of such damages or (b) is negligent (not including Seller’s fraud). Nothing shall exclude or restrict the Seller’s responsibility for any mandatory liability which cannot be excluded or limited under applicable law.
The Seller shall in no event be liable to any extent greater than that to which the manufacturer of the products is liable.
Article 10 – Jurisdiction and applicable law
Any and all disputes arising out of this contract shall exclusively be referred to the Courts of Antwerp. Possible claims of the Buyer do not relieve him of the obligation to pay within the delay. Belgian law shall be applicable.
Article 11 - Miscellaneous
In the event that any one or more provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially changes the bargain.
Any notice or communication required or permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time designate to the other.
Seller’s failure to enforce, or Seller's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.