Spraying Systems Limited - Standard conditions of sale
Please read these Terms and Conditions carefully. All contracts that the Seller may enter into from time to time, for the provision of the Services and/or purchase of Goods, shall be governed by these Terms and Conditions.
1.1 In these Terms and Conditions the following expressions will have the following meanings unless inconsistent with the context:
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Buyer” the person(s), firm or company whose Order for the Goods and/or the Services is accepted by the Seller.
“Contract” any contract between the Seller and the Buyer for the sale and purchase of the Goods or supply of the Services formed in accordance with condition 2.
“Force Majeure Event” has the meaning given to it in condition 15.
“Goods” any goods which the Seller supplies to the Buyer (including any of them or any part of them) under a Contract.
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” the Buyer’s order for the supply of Goods and/or Services, as confirmed in the Order Acknowledgment.
“Order Acknowledgement” a form sent by the Seller to the Buyer detailing the particulars of sale in respect of the Goods and/or Services.
“Price” the price of the Goods and/or Services as specified in the quote provided by the Seller, and which may be amended in accordance with the Terms and Conditions.
“Seller” Spraying Systems Limited a company registered under company number 02794373, with a registered address at Farnham Business Park, Weydon Lane, Farnham, Surrey, GU9 8QT
“Services” any services which the Seller provides to the Buyer (including of them or any part of them) under a Contract.
“Term” has the meaning given to it in condition 10.1.
“Terms and Conditions” the standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the Buyer and the Seller as specified on the front of the Order Acknowledgement.
1.2 The headings in these Terms and Conditions are for convenience only and will not affect their construction or interpretation.
2. FORMATION OF CONTRACT
2.1 Subject to variation under condition 2.2, these Terms and Conditions shall apply to all Contracts between the Seller and the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document, whether or not such document is referred to in the Contract.
2.2 Save as set out in the Contract, these Terms and Conditions may only be varied or amended in writing signed by a Director or the Company Secretary of the Seller and referring specifically to the terms and conditions to be amended.
2.3 Any quotation is valid for a period of 30 days only (unless specified otherwise) from its date of issue, provided the Seller has not previously withdrawn it.
2.4 Each Order or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Buyer to purchase Goods or Services upon these Terms and Conditions. The Contract is formed when the Order is accepted by the Seller, by way of an Order Acknowledgement being issued. Notwithstanding any prior agreement, arrangement or discussion, no Contract shall be concluded until the Seller has issued an Order Acknowledgement relating to the Buyer’s Order for the Goods or Services.
2.5 The Buyer may not cancel this Contract without the consent in writing of the Seller, which may impose such terms as to compensation and indemnity as a condition of such consent as it thinks fit.
2.6 Acceptance of delivery of the Goods or commencement of the performance of the Services will be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
3. THE GOODS & SERVICES
3.1 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller (or the manufacturer of the Goods) and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services represented by or described in them. They will not form part of the Contract and this is not a sale by sample.
3.2 The Seller may make any changes to the specification, design, materials or finishes of the Goods or provision of the Services which:
3.2.1 are required to conform with any applicable safety or other statutory or regulatory requirements; or
3.2.2 do not materially affect their quality or performance.
4.1 The Price shall be exclusive of any costs of delivery, packaging, carriage and insurance of the Goods and any value added tax or other applicable sales tax or duty, which shall be added to the sum in question. Carriage shall be by carrier nominated by the Seller.
4.2 The Seller reserves the right to increase or decrease the Price without notice, except where the Seller has expressly stated in writing that a Price is firm and during which period the Price will be held firm. Without prejudice to the foregoing and by way of example the Seller will be entitled to increase the Price following any changes in the specifications made both at the request of the Buyer and agreed by the Seller or to cover any extra expense as a result of the Buyer’s instructions or lack of instructions, or to comply with any safety or other statutory regulatory requirements.
4.3 The Seller reserves the right to impose a foreign exchange surcharge in addition to the Price to take account of changes in the rate of exchange between sterling and the relevant foreign currency of the territorial origin of the Goods which result in a depreciation in the value of sterling from the rate of exchange applicable at the date upon which a quotation for the Goods shall have been provided and upon which rate of exchange such a quotation shall have been based. Such foreign exchange surcharge shall be calculated as at the date of the Order Acknowledgement issued by the Seller. The rate of exchange applicable at the date of the Order Acknowledgement issued by the Seller shall be that prevailing in London on the last Business Day preceding the date of the Order Acknowledgement issued by the Seller as shown in the Financial Times or at the option of the Seller as determined by the Seller’s bankers.
4.4 The Seller reserves the right, by giving notice to the Buyer at any time, to increase the Price at any time during the Contract due to any event or factor beyond its control including but not limited to:
4.4.1. Any variation of duties or increase in the costs of materials or labour;
4.4.2. Any foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;
4.4.3. Any price increase levied upon the Seller by a third-party supplier.
4.4.4. Any change in the Order requested by the Buyer;
4.4.5. Any delay caused by the Buyer.
5.1 The Seller may invoice the Buyer for the Goods or Services on or at any time after delivery and subject to conditions 5.4 and 5.5, payment is due in pounds sterling 30 days after issue of such invoice.
5.2 Time for payment will be of the essence.
5.3 No payment will be deemed to have been received until the Seller has received cleared funds.
5.4 All sums payable to the Seller under the Contract will become due immediately upon termination of the Contract.
5.5 The Seller may in the Order Acknowledgement stipulate payment in advance or on delivery and the Buyer shall be deemed in making his Order to have consented to any such stipulation forming part of the Contract.
5.6 If any sum payable by the Buyer is not paid when due, the Seller shall (without prejudice to any other rights of the Seller) be entitled:-
5.6.1 to charge interest on the monies overdue at the rate of 3% per annum above the base rate for the time being of National Westminster Bank Plc,
5.6.2 to withhold delivery of any other Goods or Services ordered by the Buyer until the Buyer shall have paid in full the monies overdue and accrued interest as aforesaid, and
5.6.3 to pay statutory compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.7 The Seller also reserves the right to recover any debt collection costs, including legal and court fees.
5.8 All payments to be made by the Buyer under the Contract will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the Buyer is required by law to make any such deduction or withholding.
6.1 Unless otherwise agreed in writing by the Seller delivery shall take place when the Goods are delivered to the premises specified, when placing an Order for the Goods or Services with the Seller, by the Buyer or when the Goods are made available to the Buyer at the Seller’s premises for collection by the Buyer.
6.2 The Seller will use reasonable endeavours to deliver the Goods or perform the Services within the time agreed with the Buyer but the time of delivery or performance will not be of the essence nor be made of the essence by any notice. Under no circumstances shall the Seller be liable to compensate the Buyer, in damages or otherwise, for non-delivery or late delivery of the Goods or for any loss, consequential or otherwise, arising therefrom.
6.3 If the Buyer fails to take delivery of any of the Goods when made available or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time (except solely on account of the Seller’s default), the Goods or Services will be deemed to have been delivered or performed on the due date and (without prejudice to its other rights) the Seller may:
6.3.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with condition 6.3.2 and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
6.3.2 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods will pass to the Buyer on delivery.
7.2 Property in the Goods will not pass to the Buyer until the Seller has received in cleared funds all sums payable to the Seller in respect of any Goods and Services provided to the Buyer. Until such time the Goods remain the property of the Seller and the Buyer’s possession shall be on a fiduciary basis as bailee for the Seller.
7.3 Where the property in the Goods remains with the Seller:
7.3.1 the Goods shall automatically cease to be in the Buyer’s possession with the Seller’s consent upon the happening of any of the following events:
18.104.22.168 payment in full for the Goods not being made by the due date; or
22.214.171.124 the Buyer commits or suffers any event set out in condition 10.2.
7.3.2 the Buyer will store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
7.3.3 the Buyer will not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.4 the Buyer will maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller, and will whenever requested by the Seller produce a copy of the policy of insurance;
7.3.5 the Buyer shall not be entitled to incorporate the Goods with other goods so as to form a new product, except on the condition that such new product shall be the property of the Seller; and
7.3.6 the Buyer grants the Seller an irrevocable licence to enter the Buyer’s premises and to remove such Goods or products from any object to which they may have been affixed and to repossess the same at their entire discretion (without prejudice to any other right or remedy the Seller may have).
7.4 Until such time as payment in full is made by the Buyer of all sums payable in respect of the Goods, the Buyer shall only be entitled to sell or otherwise transfer the property in any Goods or products to which the Seller has retained property provided that:
7.4.1 any sale will be effected in the ordinary course of the Buyer’s business at full market value and the Buyer will account to the Seller accordingly; and
7.4.2 any such sale will be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer will deal as principal when making such a sale and;
126.96.36.199 the Buyer shall if the Seller so requires, assign to the Seller any right of action against the third party in respect of money due for such Goods or products;
188.8.131.52 if the Buyer receives monies for such Goods or products the Buyer shall hold such monies in a separate account to identify the same as being the property of the Seller;
184.108.40.206 the Seller will account to the Buyer for any monies received by the Seller pursuant to the provisions hereof, to the extent that such monies exceed the sum due for the Goods supplied by the Seller to the Buyer.
7.5 Any insurance of the Goods in transit before delivery shall be for the account of the Seller and the Seller shall not arrange and shall not be obliged to arrange any insurance cover for the Goods for any period following delivery except by special arrangement in writing with the Buyer.
8. BUYER’S OBLIGATIONS
8.1 The Buyer shall:-
8.1.1 ensure that the terms of the Order are complete and accurate;
8.1.2. co-operate with the Seller in all matters relating to the Contract;
8.1.3. provide the Seller, its employees, agents, consultants and subcontractors, with access to any premises under its control as required by the Seller to perform the Contract; and
8.1.4. provide the Seller with such information and materials as the Seller may reasonably require in order to perform its obligations under the Contract and ensure that such information is accurate in all material respects.
8.2 If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation as set out in condition 8.1 (Buyer Default):
8.2.1 without limiting or affecting any other right or remedy available to it, the Seller shall have the right to suspend the supply of Goods and/or the performance of the Services until the Buyer remedies the Buyer Default and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;
8.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Buyer’s failure or delay to perform any of its obligations as set out in this condition 8.1 and
8.2.3 the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
9. LIABILITY OF THE SELLER
9.1 The Seller will, free of charge, within a period of 12 months (or longer if required by law) from the date of delivery of Goods or performance of Services which are proved to the reasonable satisfaction of the Seller to be damaged or defective due to defects in material, or workmanship or design (other than a design made, furnished or specified by the Buyer), repair, or at its option replace, such Goods or re-perform such Services. This obligation will not apply where:
9.1.1 the Goods have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair;
9.1.2 the Goods have been improperly installed or connected;
9.1.3 any maintenance requirements relating to the Goods have not been complied with; or
9.1.4 any instructions as to storage of the Goods have not been complied with in all respects.
9.2 Where the Goods or Services have been ordered in the course of business the Buyer must notify the Seller of any defect or suspected defect within 7 days of the delivery where the defect should be apparent on reasonable inspection, or within 7 days of the same coming to the knowledge of the Buyer where the defect is not one which should be apparent on reasonable inspection and in any event no later than 12 months from the date of delivery or performance.
9.3 The Seller will use all reasonable endeavours to extend to the Buyer the benefit of any guarantee condition or warranty which may have been given to the Seller by any manufacturer or vendor or otherwise implied in favour of the Seller provided that the Buyer fully indemnifies the Seller against all costs claims damages and expenses incurred or to be incurred in connection with the enforcement thereof.
9.4 The Seller shall be under no liability to the Buyer in respect of any defect in the Goods (and poor performance of the Services):
9.4.1 arising from any drawing, design or specification supplied by the Buyer;
9.4.2 arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
9.4.3 if the total price for the Goods and/or the Services has not been paid by the due date for payment;
9.4.4 when any parts, materials or equipment compromising the Goods were not manufactured by the Seller and in this case the Buyer shall only be entitled to the benefit of any guarantee condition or warranty as the Seller has extended to the Buyer pursuant to condition 9.3.
9.5 The Seller does not exclude its liability (if any) to the Buyer:
9.5.1 for breach of the Seller’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
9.5.2 for personal injury or death resulting from the Seller’s negligence;
9.5.3 under section 2 Consumer Protection Act 1987;
9.5.4 for fraud or fraudulent misrepresentation; or
9.5.5 for any matter which it would be illegal for the Seller to exclude (or to attempt to exclude) its liability.
9.6 Subject to condition 9.5 the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
9.6.1 loss of profits;
9.6.2 loss of sales or business;
9.6.3 loss of agreements or contracts;
9.6.7 loss of anticipated savings;
9.6.8 loss of use or corruption of software, data or information;
9.6.9 loss of or damage to reputation or goodwill; and
9.6.10 indirect or consequential loss arising under or in connection with the Contract.
9. The aggregate liability of the Seller to the Buyer in connection with any Goods or Services or other breach of the Contract shall not exceed the aggregate Price payable by the Seller in respect of such Goods or Services under the Contract.
10.1 The Contract continues as long as it takes the Seller to provide the Goods and/or Services in accordance with the Contract.
10.2 If the Buyer:
10.2.1 is in material breach of any of the terms of the Contract which is not capable of remedy or, where the breach is capable of remedy, the Buyer fails to remedy such breach within 7 days service of a written notice from the Seller, specifying the breach and requiring it to be remedied (failure to pay any sums due being deemed to be a material breach of the terms of the Contract not capable of remedy); or
10.2.2 is, or is deemed for the purposes of law to be, insolvent; or
10.2.3 is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or admits its inability to pay its debts as they fall due; or
10.2.4 shall cease or threaten to cease or stop payment on all or any class of its debts or a moratorium is agreed or declared in respect of its indebtedness; or
10.2.5 by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (or any creditor), with a view to rescheduling any of its indebtedness; or
10.2.6 shall enter into a voluntary arrangement with any of its creditors as is described in the relevant insolvency legislation or any step (including any corporate action, legal proceedings or other procedure or step) is taken with a view to a composition, assignment, reconstruction or arrangement with any of its creditors, or it enters into such composition, assignment or arrangement; or
10.2.7 ceases or threatens to cease to carry on its business or its function or a material part of its business or function; or
10.2.8 has a petition made to the Court for its winding up or an application is made to the Court for its administration (other than a frivolous or vexatious petition); or
10.2.9 has a petition presented for its winding up, administration (whether out of court or otherwise) or dissolution (except for the purposes of and followed by a bona fide solvent commercial reorganisation, amalgamation or reconstruction); or
10.2.10 has a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or other similar officer (in each case, whether out of court or with any registrar otherwise) appointed in respect of its assets or undertaking; or
10.2.11 has a change in its management and/or control as defined by section 1124 Corporation Tax Act 2010; or
10.2.12 the equivalent of any of the above occurs to the Buyer under the jurisdiction to which the Buyer is subject, or the Seller reasonably anticipates that any of the above set of circumstances is about to occur then the Seller may by notice in writing served on the Buyer terminate the Contract immediately.
10.3 The termination of the Contact howsoever arising is without prejudice to the rights, duties and liabilities of either the Buyer or the Seller accrued prior to termination.
10.4 The Seller will be entitled to suspend any deliveries of Goods or performance of Services otherwise due to occur following service of a notice specifying a breach under the conditions of this Contract, until either the breach is remedied or the Contract terminates, whichever occurs first.
10.5 Following termination the Seller shall be entitled to: -
10.5.1 invoice the Buyer for any work performed and expense incurred (including any loss of profit) forthwith and the Buyer shall pay any such invoice so rendered in accordance with the applicable provisions hereof, and
10.5.2 enter the Customer’s premises and take possession of any Goods which have not been fully paid for and have not been returned to the Seller in accordance with these Terms and Conditions.
11. INTELLECTUAL PROPERTY
11.1 No representation, warranty or indemnity is given by the Seller that the sale or use of the Goods does not infringe any letters patent, trademarks, registered designs, copyright or other Intellectual Property Rights of any third parties.
11.2 No right or licence is granted to the Buyer in respect of any Intellectual Property Rights of the Seller, or it’s parent company, except the right to use, or re-sell the Goods or use the Services in the Buyer’s ordinary course of business.
11.3 Unless stated otherwise, all Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall be owned by the Seller, or it’s parent company.
11.4 The Buyer acknowledges that it has no right, title or interest in or to such Intellectual Property Rights other than as expressly set out in the Contract or as permitted by law.
11.5 The Buyer shall indemnify and hold the Seller harmless against any costs, liabilities, losses and expenses including reasonable legal costs arising from any claim relating to the infringement of any third-party Intellectual Property Rights provided that:
11.5.1 the Seller gives notice of the claim;
11.5.2 the Buyer has sole control and defence of the claim; and
11.5.3 the Seller provides reasonable cooperation in the defence and settlement of the claim.
12. DATA PROTECTION
12.1 All information the Seller may hold for the Buyer will be held and processed in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679 and any related legislation in force in the UK.
12.2 The Buyer is referred to the Seller’s Privacy Notice which can be found at https://www.spray.com/en-gb/legal/privacy-statement
13.1 The Buyer will keep confidential any and all Confidential Information that it may acquire.
13.2 The Buyer will not use the Confidential Information for any purpose other than to perform its obligations under the Contract. The Buyer will ensure that its officers and employees comply with the provisions of this condition 12.
13.3 The obligations on the Buyer set out in condition 14.1 and 14.2 will not apply to any information which:
13.3.1 is publicly available or becomes publicly available through no act or omission of the Buyer; or
13.3.2 the Buyer is required to disclose by order of a court of competent jurisdiction.
14. FORCE MAJEURE
14.1 Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). These include: (a) natural disasters or “acts of God,” such as lightening, tornadoes, hurricanes, tsunamis, floods and earthquakes; (b) manmade disasters, such as plant fires or floods; (c) war and civil issues, such as riots, civil unrest, acts of terrorism; (d) labour disputes or strikes; (e) government embargoes or other government actions affecting the supply chain; (f) power outages or transportation issues; (g) epidemic, pandemic or quarantine; (h) third party supply chain difficulties and (i) all other causes whatsoever.
14.2 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 12 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14.3 Condition 14.1 above shall not apply in respect of any failure or delay by the Buyer to make any payment to the Seller that falls due under the Contract.
15.1 Each right or remedy of the Seller under any Contract is without prejudice to any other right or remedy of the Seller under this or any other Contract.
15.2 If any condition or part of the Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Contract and will be ineffective without, as far as is possible, modifying any other provision or part of the Contract and this will not affect any other provisions of the Contract which will remain in full force and effect.
15.3 No failure or delay by the Seller to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
15.4 The Contract is personal to the Buyer who may not assign, delegate, license, hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Seller’s prior written consent.
15.5 The Seller may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Contract.
15.6 The parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
15.7 The Contract contains all the terms which the Seller and the Buyer have agreed in relation to the Goods or Services and supersedes any prior written or oral agreements, representations or understandings between the parties relating to such Goods or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition 15.7 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
Any notice given under or pursuant to this Contract may be sent by hand or by post or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown at the beginning of this Contract or such other address as the party may by notice to the other have substituted thereof shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
17. APPLICABLE LAW
The formation, existence, construction, performance, validity and all aspects whatsoever of the Contract or of any term of the Contract shall be governed by read and construed and take effect in all respects in accordance with the Laws of England the Buyer hereby submits to the non-exclusive jurisdiction of the English Courts.
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.