Terms & Conditions

entire agreement

The Buyer agrees that the Seller’s Invoice and these Terms & Conditions constitute the complete and exclusive agreement between the parties regarding the sale of products. No additional or differing terms in the Buyer’s purchase order or other communications shall be binding on the Seller unless expressly agreed to in writing by an authorized representative of the Seller.

controlling terms

Buyer expressly agrees that Seller’s Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon Seller.

acceptance of orders

The Seller may accept the Buyer’s offer to purchase by issuing an order confirmation, delivering the goods, or by any other means that constitute acceptance under applicable EU law. All orders are subject to the availability of goods and the Seller’s discretion.

prices

Unless otherwise stated on the invoice, all prices are quoted on a per-unit basis and are exclusive of VAT and other applicable taxes. The Buyer is responsible for any taxes or governmental charges applicable to the sale. Prices are subject to change without prior notice.

delivery

The Seller delivers products exclusively to countries within the European Union under DAP (Delivered at Place) terms. Delivery dates are estimates and the Seller will use reasonable efforts to meet the specified dates. However, the Seller shall not be liable for any losses, damages, or costs incurred due to delays in delivery.

transportation and risk of loss

The method of shipment and the route are at the Seller’s discretion unless the Buyer provides explicit instructions in a timely manner. The risk of loss passes to the Buyer when the goods are delivered to the carrier.

cancellation or modification

Orders may only be canceled or modified with the Seller’s written consent. Cancellations may be subject to a cancellation fee of up to 25% of the order value. The Seller reserves the right to cancel any order if the Buyer fails to meet payment terms or becomes insolvent.

taxes

All applicable taxes, fees, and charges related to the sale or transfer of goods are the responsibility of the Buyer and will be added to the invoice. All prices are Ex Works (EXW) the Seller’s facilities unless otherwise agreed in writing.

warranty and disclaimer

The Seller warrants that the goods are free from defects in materials and workmanship at the time of delivery. This warranty is the sole and exclusive warranty provided by the Seller. Any warranty claims must be made within five (5) days of delivery.

limitation of liability

Buyer acknowledges and agrees that seller’s liability for any claims with respect to the products shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on seller’s liability hereunder shall apply even if seller’s liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within one (1) year after the cause of action as accrued.

return of material

Upon delivery of Product, Buyer shall have five (5) days to inspect Product and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that five (5) day period provides Buyer a reasonable opportunity to inspect the Product. Such notification shall identify each and every reason for any rejection of Product. Buyer’s failure to reject Product within such five (5) day period shall constitute a waiver of Buyer’s inspection right and an unqualified and irrevocable acceptance of the Product by Buyer.

indemnity

Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label Product or Buyer’s improper labeling of Product regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.

payment

All payments are required as prepayments before the shipment of goods. The Seller will only process and deliver orders upon receipt of full payment. If payment is not received within the agreed timeframe, the Seller reserves the right to cancel the order. Buyer shall reimburse Seller for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including, but not limited to, court costs and attorneys’ fees.

governing law and arbitration

These Terms & Conditions are governed by and construed in accordance with the laws of the European Union. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the country in which the Seller is located.