General Terms and Conditions for Use of the Website (A)
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Exclusions and Limitations
The information on this web site is provided on an "as is" basis. To the fullest extent permitted by law, this Company:
- excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and
- excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages.
The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.
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Links to this website
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Links from this website
We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.
We have several different e-mail addresses for different purposes and/or services. These, and other contact information, can be found on various links on our website or via Company literature or via the Company’s stated telephone, facsimile or mobile telephone numbers.
The laws of the Netherlands govern these terms and conditions. By accessing this website you consent to these terms and conditions and to the exclusive jurisdiction of the Dutch courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.
Notification of Changes
Your accessing of this website indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
General Terms and Conditions of Sale (B)
Article 1 – General
Definitions: Conditions of Sale”: the present general terms and conditions of sale, delivery and payment of Smit Finishing S.p.A., “Seller”: Smit Finishing S.p.A.
These Conditions of Sale shall apply to all agreements under which Seller shall render services or shall sell and/or deliver goods. All quotations, order confirmations and deliveries shall likewise be exclusively subject to these Conditions of Sale.
3. Supplements and/or amendments of these conditions of sale are only possible when expressly agreed upon in writing.
4. Unless otherwise agreed upon in the conditions of sale, the interpretation of the used definitions in these conditions of sale will be based on the latest version of the Incoterms of the International Chamber of Commerce. When the general terms and conditions of sale of the GAFTA, FOSFA or NOFOTA apply to the agreement, they prevail over the conditions of sale.
Article 2 – Quotations and execution of agreements
- All Seller’s quotations shall be entirely without commitment.
- Unless otherwise agreed, Seller shall only be committed after despatch by Seller of an order confirmation in writing or – if delivery is made immediately after the order – after despatch of the invoice relating to the order.
- If deliveries are made according to samples, the goods so supplied shall be of the same quality as the sample by approximation. Buyer may only invoke a variation from the sample if the variation from the sample is of material influence on the essential properties of the goods.
Article 3 – Tolerance
- Unless agreed otherwise, for deliveries in bulk Seller shall have the right to deliver and charge 5% more or less than the ordered quantity and/or weight.
- The measurements and weighings as stated by Seller on the certificates of measurement and/or weighing submitted by Seller shall be determinative for invoicing and payment.
Article 4 – Prices
- Unless otherwise stipulated, all prices shall consist of the price ex works and the cost for packaging, insurance, transportation and the delivery cost to the destination assigned by Buyer. Quoted prices shall be exclusive of turnover tax.
- The cost of documents relating to the carriage of goods shall be for the account of Buyer, except in the case of international transportation, in which case Seller shall pay the cost of documents to be obtained in the country of despatch. Consular fees and costs incidental to opening of a letter of credit and all other administrative expenses in order to realize shipment in the country of Buyer, shall be paid by Buyer.
- All prices are based on the exchange rates of national and foreign currencies, prices of raw materials, freight, import duties and other taxes and charges applying at the time of conclusion of the agreement. Seller shall be authorised to adjust the prices to possible changes between order and delivery due to force majeure or extreme changes in circumstances.
Article 5 - Delivery
- Unless otherwise stipulated, delivery is considered to take place at the time the goods are ready for despatch, also when Seller is responsible for transportation and bears the cost of transportation. However, if at the time and place of despatch the goods to be supplied have not yet been set aside for Buyer, the time and place of setting aside of the goods shall apply as time and place of delivery.
- Delivery dates are always agreed by approximation. When the delivery date is exceeded Buyer is entitled to demand a new delivery term of at least 14 days within which the goods must be delivered. When within this last term the goods are still not delivered by Seller, Buyer is entitled to cancel the agreement. Under no circumstances Seller is liable for any damages caused by exceeding the delivery dates.
- Seller reserves the right to deliver the purchased goods in various lots. In such cases each delivery shall be deemed to result from an individual agreement to which these Conditions of Sale apply. Seller shall likewise be entitled to send invoices and demand payment for each individual lot.
- Buyer shall be bound to take delivery of the purchased goods at the agreed time. In case of noncompliance with this obligation Seller may, at its sole discretion, demand payment of the amount due, or dissolve the agreement. Seller shall in either case be entitled to demand compensation from Buyer for all damage sustained and to be sustained.
- When goods are to be delivered across national frontiers Buyer shall be responsible for obtaining all necessary licences in the country of destination and Seller shall be responsible for obtaining the licences required for exportation of the goods. All other licences that may be required shall be the responsibility of Buyer. In the event that any such licence is not, or not in time, granted or received, Seller shall have the right either to deliver at a different time than the time originally agreed upon, or to cancel the agreement, without being liable to Buyer for any compensation of any nature whatsoever. Buyer shall be bound to compensate Seller for all damage sustained by Seller on account of such different delivery or such cancellation. Buyer shall indemnify Seller against any claims of third parties against Seller on account of different delivery or cancellation as contemplated by this paragraph.
Article 6 – Transportation
- Goods shall be transported at Buyer’s risk.
- In case of carriage-paid delivery Seller will arrange for transportation insurance.
- Such insurance shall be effected upon the terms and conditions usually applied in the business, but it shall not cover capture, seizure or strikes.
- Buyer shall see to it that any supply and/or marking instructions shall be in Seller’s possession in good time.
- If the parties agree that Seller shall take care of transportation for the account of Buyer all costs of delivery by (tanker) lorries, such as rent, operators’ or divers’ costs and return charges, shall be for the account of Buyer. Buyer shall be bound to see to it that the lorry is unloaded as soon as possible and returned to Seller or the address indicated by Seller.
- Seller shall have the right to refuse to deliver by means of transportation and/or packing supplied by Buyer if in Seller’s opinion such forms of transportation and/or packing do not meet the applicable safety and other requirements. Buyer shall in that case be bound to compensate Seller for all damage sustained by Seller. Buyer shall indemnify Seller against any claims of third parties on account hereof.
Article 7 – Reservation of ownership
- Goods supplied by Seller shall remain Seller’s property until full payment has been made of all the debts Seller has on Buyer arising out of agreements.
- As long as Buyer shall comply with his obligations towards Seller he shall be entitled to alienate the goods in the ordinary course of business. Buyer is not entitled to encumber the goods and he shall be under the obligation to keep the goods separated from any other goods.
- In case of late payment by Buyer, Seller shall have the right to take back the goods sold, without any notice of default or judicial intervention being required and entirely without prejudice to Seller’s rights to payment and/or compensation.
Article 8 – Payment
- Unless otherwise agreed, payment must be made within 8 days from the invoice date in the agreed currency without any deduction, set off or discount.
- If the term of payment is exceeded all costs of collection shall be for the account of Buyer. The out of court costs of collection are fixed at 10% of the debt outstanding increased by turnover tax, or at the sum to which such costs actually amount, whichever is the larger.
- When the payment term is exceeded Buyer will be considered in default and will have to pay 1% interest per month or part of the month over the outstanding overdue amount.
- In case of delivery on account, the determination of the amounts outstanding take place on the basis of Seller’s bookkeeping, save for counter proof by Buyer.
- If Buyer is in default with respect to any payment to Seller, Seller may at its discretion suspend the further performance of the agreement and any other current agreements or – insofar as such agreement has not been implemented – dissolve the same, entirely without prejudice to Seller’s rights to compensation.
- In the event referred to sub 5 above Seller shall, if payment in other currencies than Euro currency was agreed upon, be entitled to require corresponding adjustment of the purchase price if the rate of the foreign currency has changed vis-à-vis the EuroCurrency between the date on which Seller’s claim became payable and the date on which payment is made by Buyer.
- At all times Seller has the right, stating the reasons for it, to demand prepayment or securities.
Article 9 – Non-performance and termination
- When Buyer does not perform any of the obligations towards Seller in time or not completely, or in the event that a petition for bankruptcy is filed against Buyer or Buyer is adjucated bankrupt or that Buyer obtains suspension of payment, Seller has the right to dissolve the agreement immediately in whole or in part without being liable for any compensation and without prejudice to any further rights Seller may have.
- All claims that Seller may have on Buyer at the time when any one or several of the events mentioned in sub 1 occur shall then immediately be payable in full.
Article 10 – Force majeure
For the execution of the agreement between Seller and Buyer, force majeure is defined as unforeseen circumstances in respect of persons and/or materials employed or used or usually employed or used by Seller in the performance of the agreement which are of such a nature that the performance of the agreement is rendered impossible or becomes burdensome and/or disproportionately costly to such an extent that prompt performance of the agreement cannot reasonably be required from Seller.
Circumstances as referred to above shall be, inter alia: interruption of operations, traffic or transport; interruption in the supply of raw materials or auxiliary materials, shortage of labour, strikes, lockouts, impediments caused by third parties, conditions of war or the threat thereof, riots, sabotage and impeding measures by governmental authorities. Equally, force majeure is considered to exist in case Seller’s suppliers cannot meet their delivery terms for whatever reason.
Article 11 – Guarantee and complaints
- Seller does not guarantee any properties of the goods sold other than the properties shown in the sales specifications. Seller does not guarantee that the goods sold are suitable for industrial processing and does not assume any liability for that.
- Buyer is obliged to check the goods at once upon actual delivery. Complaints about weight and visible defects should be registered with Seller within 8 days after Buyer’s receipt of the goods with a specific description of the complaints. All liability of Seller for faults in the goods shall cease if above terms are not met.
- In case of a just complaint and in order to limit the damage, Buyer shall follow Seller’s instructions with regard to the goods. Seller shall in no event assume any liability for faults in the goods, if the goods are no longer in their original state and/or packing material or if Buyer has not furnished Seller with samples.
- In case of a just complaint the liability of Seller is limited to replacement of the goods delivered or issuing a credit note for the sales price, at the discretion of Seller.
- Any samples drawn must be properly certified. It shall be Buyer’s obligation to prove that the sample drawn concerns the goods sold.
- Complaints shall not entitle Buyer to suspend payment in whole or in part, any reliance on a set-off being explicitly excluded in accordance with the foregoing.
Article 12 – Liability
- Seller’s liability on account of all agreements of purchase and sale or any other form of agreement or with regard to goods supplied by Seller shall in all circumstances – with the exception of wilful misconduct or gross negligence on the part of Seller – be limited to the price for which the goods have been supplied.
- Seller will not accept any liability for indirect or consequential damages including but not limited to loss of profit and claims of third parties.
- Seller does not assume any liability for advice given orally or in writing. Seller’s advice can in no event release Buyer from the obligation to test himself the goods supplied as to their suitability for the intended mode of processing and/or the intended purpose.
Article 13 – Trade marks and names
Goods marketed by Seller may not be offered for sale or traded under any trade marks to which Seller is entitled or mentioning Seller’s trade name, except with Seller’s previous written consent. Seller may attach conditions to such consent.
Article 14 – Applicable law and disputes
- All agreements to which these Conditions of Sale apply shall be governed exclusively by the Law of The Netherlands.
- Any disputes arising from agreements to which these conditions of sale apply will be submitted to the competent court in the district of Amsterdam.
Smit Finishing SpA