Terms and Conditions of Invoice Spraying Systems AutoJet Europe
On all business relationships in which Spraying Systems Auto-Jet Europe are involved, the general terms and conditions of Spraying Systems AutoJet Europe are applicable, as attached to all quotations and contracts of Spraying Systems AutoJet Europe . A copy of these general terms and conditions can be obtained by the co-contractor at any time at Spraying Systems AutoJet Europe registered office. These terms and conditions always supersede the possible general terms and conditions of the co-contractor, except if, upon accepting an order, Spraying Systems AutoJet Europe expressly accept, in writing, the applicability of all or part of the co-contractor’s terms and conditions. The articles hereinafter are an extract from the general terms and conditions that are applicable to business relationships with Spraying Systems AutoJet Europe and are therefore applicable in full, together with the other terms and conditions, not mentioned here:
Article 1. Establishment of the agreement
The agreement can only be considered as validly established:
1°) if a quotation in writing of Spraying Systems AutoJet Eu-rope is accepted unconditionally by the addressee of this quotation or
2°) if Spraying Systems AutoJet Europe accepts an order placed by the co-contractor unconditionally. Spraying Systems AutoJet Europe have the right to terminate the agreement unilaterally without indemnification if their invoices have not been paid on their respective due dates or if Spraying Systems AutoJet Europe have reasonable grounds to doubt the solvency of the co-contractor. In any case, Spraying Systems AutoJet Europe have the right to suspend all their obligations with respect to the co-contractor, including those concerning other commitments than those concerned by the payment, until payment in full by the co-contractor of all invoices due. In the event of cancellation of the agreement by the co-contractor, an indemnity will be established, taking into account the costs already made (in particular regarding the parts already pur-chased and to be used and the research costs), the perfor-mances already executed and the loss of earnings. If an agree-ment cannot be reached regarding the indemnity, the matter will be settled by the competent court, whereby the indemnity will never be less than 50% of the contract price.
Article 2. Price
The prices are net, exclusive of V.A.T. Except otherwise provid-ed for, the packing, transport and insurance costs, as well as customs duties and all taxes are at the expense of the co-contractor.
If the agreement entered into with the co-contractor concerns goods and/or services imported by Spraying Systems AutoJet Europe , the price is established on the basis of the selling rate of the currency of origin with respect to the Euro, as listed on the Brussels stock exchange on the date of the quotation made by Spraying Systems AutoJet Europe or on the date of entering into of the agreement, according to the case. If the applicable rate on the day of payment differs from the rate on the basis of which the price was established, Spraying Systems AutoJet Europe have the right to increase or reduce the price to reflect the rate change.
Article 3. Terms of Payment
Payments will be made at Spraying Systems AutoJet Europe registered office, whereby all costs caused by the payment itself will be at the expense of the co-contractor. Drawing a letter of exchange does not result in renewal, and the terms and condi-tions of the agreement remain applicable in full. The acceptance by Spraying Systems AutoJet Europe of a different form of payment than in cash does not result in renewal either.
If specific provisions allow the co-contractor to pay by instal-ments and if one of the instalments is not honoured, he loses the benefit of these instalments and the full price becomes payable immediately, ipso jure.
All invoices of Spraying Systems AutoJet Europe are payable within thirty days as from the day following the receipt by the co-contractor of the invoice, except if expressly otherwise provided for. If the co-contractor does not pay an amount on its due date, an interest will be charged on all amounts still owed by the co-contractor, ipso jure, calculated per day at the rate fixed by the Act of 2 August 2002 on the fight against late payments in commercial transactions and its amendments published in the Belgian Official Journal (Moniteur Belge). In addition, the unpaid amounts are increased ipso jure by 15%, with a minimum of € 50 if these amounts remain unpaid 15 days after the sending of a formal summons. In the event of late payment of one of Spraying Systems AutoJet Europe invoices, Spraying Systems AutoJet Europe have the right to suspend all their own obligations until this invoice is paid in full. As a result, in the case of a phased agreement, Spraying Systems AutoJet Europe will possibly not start the execution of the next phase. Should the case arise, the agreed delivery date of the works will be extended in proportion to the suspension period. Possible penalty clauses on the part of the co-contractor concerning the timely delivery will also be extended for the same period.
All complaints or disputes regarding an invoice must be formu-lated within eight days of the invoice date. Possible disputes do not suspend the payment of other undisputed parts.
Article 4. Delivery
The goods sold by Spraying Systems AutoJet Europe to the co-contractor will be considered by Spraying Systems AutoJet Europe and by the co-contractor as delivered finally if the goods can be identified by the co-contractor in Spraying Sys-tems AutoJet Europe ’s warehouse or on a place designated by Spraying Systems AutoJet Europe , whether the co-contractor really carries out such identification or not. In particular, Spray-ing Systems AutoJet Europe can suspend their delivery obliga-tion as long as the co-contractor has not honoured his own commitments.
The delivery terms possibly mentioned on any contractual document that can be invoked against Spraying Systems AutoJet Europe are only given as an indication. Not meeting such a deadline will never result in the contractual liability of Spraying Systems AutoJet Europe . This provision can only be departed from if special terms and conditions expressly state that these delivery terms are compulsory or constitute an essential condition of the agreement.
Partial deliveries are accepted.
Damages not caused by transport – visible defects proper to the goods – must be notified to Spraying Systems AutoJet Europe by registered mail as soon as the goods sold by Spraying Systems AutoJet Europe have been delivered to the location specified by the co-contractor, at the latest on the third working day after the arrival of the goods at the location specified by the co-contractor. The co-contractor loses all rights against Spray-ing Systems AutoJet Europe regarding the circumstances in which Spraying Systems AutoJet Europe have honoured their delivery obligation if the aforementioned term is not met. In this case, only the possible warranty for hidden defects remains applicable, under reservation of the conditions and limitations provided for by article 7 of the general terms and conditions.
Article 5. Transfer of ownership and risk
Spraying Systems AutoJet Europe have a reservation of title on the items sold until the co-contractor has honoured all his commitments in full. Until then, the co-contractor does not have the right to resell the goods or use them as collateral. If the unpaid goods are intended to be installed in property leased by the co-contractor, he will request the prior approval of Spraying Systems AutoJet Europe to do so by registered mail, mentioning the name and address of the owner, as well as the address of the leased property concerned.
The co-contractor bears the risks regarding the goods sold, as from the moment these goods have been identified in Spraying Systems Spraying Systems AutoJet Europe Europe’s ware-house or at a location designated for this purpose by Spraying Systems AutoJet Europe . As a result, transport is carried out at the co-contractor’s risk, even if the special terms and conditions provide for transport for Spraying Systems AutoJet Europe to bear the transport costs, e.g. by mentioning "free of charge".
Article 6. Applicable law
The present agreement is ruled by Belgian Law. The safety instructions applicable to the delivered goods are those applica-ble in Belgium on the date of the quotation made by Spraying Systems AutoJet Europe to the co-contractor or on the date of acceptance by Spraying Systems AutoJet Europe of the order placed by the co-contractor. Regarding the transport of goods, the Incoterms 2000 are applicable between Spraying Systems AutoJet Europe and the co-contractor. Except expressly other-wise agreed, each transport between Spraying Systems AutoJet Europe and the co-contractor is ruled by the EXW Incoterm.
Article 7. Disputes
All disputes regarding the validity, the interpretation and the execution of the agreement entered into with the co-contractor will be settled by the courts of the district of Ghent.
Terms and Conditions Spraying Systems Co. USA
1. WARRANTY DISCLAIMER
The authors of this Web site and any linked site (collectively this "Web site"), Spraying Systems Co., its divisions and/or subsidiaries or the host of this Web site (collectively "Spraying Systems") do not have specific information concerning how the products sold or described on this Web site will be used and do not know the details concerning the packaging, handling or procedures which may be employed in association with any particular product sold or described on this Web site. Notwithstanding any suggestions or recommendations which Spraying Systems or any other manufacturer of products advertised herein may have offered, no warranties are made on this Web site concerning: (a) the use or application of information contained on this Web site; (b) the proper usage of any product sold or described herein; or (c) the fitness of any product sold or described herein for the particular purpose employed by any visitor or user of this Web site ("User"). In no way should this Web site be relied upon in selecting goods suitable for the particular use to which User intends to put same.
Spraying Systems hereby gives notice that any statement made by Spraying Systems in the sale or advertising of the products, shall not create any warranty that the product is fit for a particular purpose. All such statements or descriptions are informational only and are not made or given as a warranty of fitness for a particular purpose. User is solely responsible for determining the adequacy of each product sold or described herein for the particular use or uses to which they are applied. Any misstatements, errors or omissions made by Spraying Systems in the advertising of the products shall not create any liability for Spraying Systems. It is User's sole responsibility to determine the accuracy of all advertising statements. Spraying Systems does not assume responsibility for compliance with the Federal, State or Local laws, rules, ordinances or regulations.
SPRAYING SYSTEMS DISCLAIMS ANY IMPLIED OR EXPRESSED WARRANTIES, INCLUDING WARRANTIES OF FITNESS AND MERCHANTABILITY, EXCEPT AS PROVIDED ABOVE. IN NO EVENT SHALL SPRAYING SYSTEMS BE LIABLE FOR ANY CLAIM FOR. LOSS OF PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, SALE, DELIVERY OR USE OF ANY PRODUCT DESCRIBED ON THIS WEB SITE, EVEN IF SPRAYING SYSTEMS HAS BEEN ADVISED OR POSSIBILITY OF SUCH DAMAGES. SPRAYING SYSTEMS' LIABILITY IN ALL EVENTS IS LIMITED TO AND SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR ANY PRODUCT.
Unless expressly made, mention of trade names, commercial products or organizations, including links to Web sites not under the control of Spraying Systems, does not imply an endorsement by Spraying Systems.
2. QUALITY ASSURANCE
Spraying Systems shall have no obligation to ensure that any goods described or sold on this Web site or information contained on this Web site meet any special User quality assurance specifications and/or other special User requirements unless such specifications and/or other requirements are specifically set forth in User's purchase order and expressly accepted by Spraying Systems. In the event that any such goods supplied by Spraying Systems in connection therewith, are applied to an end use without the appropriate specification and/or other requirement therefore having been set forth in User's purchase order and expressly accepted by Spraying Systems, User shall indemnify and hold Spraying Systems harmless against any and all damages or claims for damages made by any person for any injury, fatal or nonfatal, to any person or for any damage to the property of any person incident to or arising out of such application.
3. TECHNICAL ASSISTANCE
Unless otherwise expressly stated by Spraying Systems: (a) any technical advice provided by Spraying Systems with respect to the use of goods furnished to User shall be without charge, (b) Spraying Systems assumes no obligation or liability for any such advice, or for any results occurring as a result of the application of such advice; and (c) User shall have sole responsibility for selection and specification of the goods appropriate for the end use of such goods.