GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
PRINCE FIBER TECH BV
Version June 17, 2019
Article 1: General
In these general conditions of sale and delivery, the following definitions shall apply:
the user of these general conditions of sale and delivery to wit:
Prince Fibre tech bv (hereinafter Prince Fibre)
based in Dronten,
The Vecht 44
8253 PH DRONTEN NETHERLANDS
Registered under number 39043085 Chamber of Commerce Lelystad
Prince Fibre’s other party acting in the course of a profession or business:
The agreement for purchase and delivery of goods between Prince Fibre and purchaser.
The provisions of these General Conditions of Purchase and Delivery apply to all offers and all agreements between Prince Fibre and purchaser to which Prince Fibre has declared these conditions applicable. These purchase and delivery conditions are also stipulated towards intermediaries to be engaged by Prince Fibre. Buyer’s general terms and conditions are excluded.
The provisions of these general conditions of purchase and delivery are accepted by the buyer, when the buyer -in whatever form- shows acceptance of the offer or quotation by “order confirmation”. Prince Fibre may assume, that purchaser has ascertained these purchase and delivery conditions prior to order confirmation and does not need to verify this fact for correctness and completeness.
If these purchase and delivery terms and conditions are deviated from by the parties expressly and in writing, by annulment or nullification, Prince Fibre and purchaser will still need to consult to agree on new replacement provisions. These substitute statements must be accepted in writing by both parties. If this is not resolved, these Terms of Sale and Delivery shall remain in full force and effect.
In case of nullity or nullification of one or more conditions of these conditions of purchase and delivery, the other not mentioned conditions of these conditions of purchase and delivery shall remain in full force and effect.
Article 2: Offers/Quotations.
1.All offers, in the form of issued “target prices” of Prince Fibre are without obligation, unless the offer specifies a deadline for acceptance.
2.All quotations from Prince Fibre are without obligation; they are valid for 30 days , unless otherwise indicated. Prince Fibre shall be bound by offers and quotations only if acceptance thereof is confirmed in writing by the purchaser within thirty days.
3.Offers and quotations do not automatically apply to repeat orders from the buyer.
4.Prince Fibre may require purchaser to provide security, in a form acceptable to it, for the fulfillment of its payment obligations before it proceeds to accept the order and/or delivery.
5. A composite quotation (offer) does not oblige Prince Fibre to deliver a portion of the items included in the offer or quotation at a corresponding portion of the quoted price.
6.Any text/typing errors are expressly reserved, and do not give the buyer the right to sell. However, Prince Fibre must propose a written reasoned correction to the buyer within two business days of the “order confirmation” by the customer.
Article 3: Execution
1. If and to the extent required for the proper execution of the agreement, Prince Fibre has the right to have certain work performed by third parties.
2.The purchaser shall provide Prince Fibre with all information reasonably necessary for the execution of the order in a timely manner. In the event of untimely provision/incorrect provision by purchaser, Prince Fibre shall be entitled to suspend the performance of the order and charge any costs of delay to purchaser at valid industry rates. Purchaser shall indemnify Prince Fibre for any claims of third parties , which suffer damage in connection with the performance of the agreement and which is attributable to the purchaser.
Article 4: Delivery
1.Delivery shall be made ex Prince Fibre’s warehouse, unless otherwise agreed.
2.Purchaser shall be obliged to take delivery of the goods at the moment that Prince Fibre delivers them (or has them delivered) to him or at the moment at which they are made available to him pursuant to the agreement. If purchaser refuses to take delivery or if delivery becomes impossible, Prince Fibre shall be entitled to have the goods stored at purchaser’s expense and risk.
3. If purchaser is required to provide Prince Fibre with data for the execution of the agreement, the delivery period will not commence until purchaser has made such data available to Prince Fibre.
4.Unless expressly agreed in writing, the delivery period specified by Prince Fibre shall be an indication and not a deadline.
5.Partial deliveries by Prince Fibre are permitted, at Prince Fibre’s discretion. Partial deliveries may be invoiced separately, at Prince Fibre’s discretion.
Article 5: Claims
Buyer shall inspect the delivered product for quantity and quality upon delivery or as soon as possible thereafter. Visible defects or shortages must be reported in writing to Prince Fibre within 14 business days of the delivery date. Non-visible defects or shortages must be reported within three working weeks of discovery, expressly, however, within three months of delivery.
2.Complaints on already processed items are not possible.
Complaints do not suspend the buyer’s payment obligation. Return of the delivered goods can only be made at the proposal of and after written consent of Prince Fibre.
Article 6: Warranty
1.Prince Fibre guarantees that the goods to be delivered meet the usual requirements and standards that can be set for them and that they are free of constructive defects. This guarantee is valid for a period of 1 year from the date of delivery. Warranties other than those stated in these terms and conditions are not accepted. Prince Fibre’s general warranty provision addresses this issue in more detail.
Article 7: Prices
The prices in offers and quotations are exclusive of VAT, other levies and any administration, shipping, transport, processing and packaging costs unless otherwise stated.
2.Prince Fibre may pass on price increases to purchaser, if significant price changes have occurred between the time of offer/quotation and execution of the agreement by “order confirmation”, but only if such price increases occur within three months of the conclusion of the agreement.
Article 8: Payment
1.Payment shall be made within 30 days of the invoice date, in a manner to be specified by Prince Fibre in the currency in which invoicing took place. Objections to the amount of the invoice do not suspend payment obligations.
Claims that are not paid on time shall be increased by a contractual interest rate of 1% per month, starting one month after the invoice date, whereby a part of a month shall be considered a whole month.
3.If purchaser is in default, Prince Fibre shall claim compensation for extrajudicial costs. These are 15% of the claim, with a minimum of € 150.00.
4.In the event of liquidation, bankruptcy, attachment of the assets of purchaser, or suspension of payments of purchaser, the claims of Prince Fibre will be immediately due and payable. Buyer in this situation shall ensure proper segregated storage of delivered goods. If this is not complied with, Prince Fibre may claim substantial damages to be determined, in addition to the outstanding invoice amounts.
Article 9: Retention of title
All items delivered by Prince Fibre shall remain the property of Prince Fibre until the purchaser has fulfilled all obligations under all agreements entered into with Prince Fibre.
Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title. Furthermore, buyer shall ensure proper segregated storage of delivered goods. Buyer agrees to insure and keep insured the items delivered under retention of title against damage and theft.
3. Return of the items will be followed by crediting the buyer for the value of the items taken back or at the current market value if this should be lower, less any expenses incurred which shall be borne by the buyer.
Article 10: Liability
Prince Fibre shall be liable for damages suffered by the client which are directly and exclusively the result of a product defect attributable to Prince Fibre.
2.In the event of a justified reliance on this warranty, Prince Fibre will compensate at most that damage against which Prince Fibre is insured, or should reasonably have been insured. If for any reason no payment can be made under this insurance, Prince Fibre will reimburse at most the value of the product in accordance with the original invoice from original purchaser (with a maximum of €10,000). The plaintiff can only be the original purchasing party.
3. Any liability of Prince Fibre for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage or damage due to lost profits.
Article 11: REACH declaration
Prince Fibre provides products in the “down stream user” role. Nevertheless, Prince Fibre makes some recommendations, regarding operations of its products. These are in a published REACH statement on the Internet. By accepting these terms of purchase and delivery, by the buyer, Prince Fibre assumes that these recommendations have been read and followed.
Article 12: Transfer of risk
The risk of loss of or damage to the products that are the subject of the agreement passes to Buyer at the time they are brought into the control of Buyer or of (a) third party to be designated by Buyer (date and time of delivery, carrier).
Article 13: Force Majeure
1.Prince Fibre shall not be obliged to perform any obligation if it is prevented from doing so by a circumstance that is not attributable to its fault, nor for its account under law, legal act or generally accepted practice. Such circumstances shall include, inter alia: delay in delivery by suppliers; work strike at Prince Fibre, scarcity of goods, strike or delay of carriers; illness of personnel in Prince Fibre’s shipping department.
2. If, in the opinion of Prince Fibre, the force majeure situation is of a temporary nature, it shall be entitled to suspend performance of the agreement until the circumstances giving rise to the force majeure, or any force majeure consequences thereof, no longer occur.
Article 14: Disputes.
1.The parties will then appeal to court only after they have made every effort to settle a dispute by mutual agreement. The District Court of Overijssel shall have exclusive jurisdiction over disputes.
Any agreement between Prince Fibre and the purchaser shall be governed by the laws of the Netherlands. Other treaties, such as the Vienna Sales Convention, are excluded in advance.
GENERAL WARRANTY STATEMENT PRINCE FIBRE
These warranty provisions cover only semi-finished composite products supplied by Prince Fibre.
With respect to the semi-finished profiles to be supplied, Prince Fibre provides a 1-year warranty on product quality.
Further content of product quality warranty:
Maintain constructive integrity of issued:
strength values(maximum tensile stress longitudinal)
stiffness values(Emod tensile longitudinal)
specifically specified tolerances based on applicable EN standards / ASTM standards, provided they have been requested by the customer in advance, in writing, with the order confirmation to guarantee. Prince Fibre has no duty to point out these tolerances to the customer (see other provisions).
Characteristics other than the above values requested must be guaranteed separately in writing by Prince Fibre at the customer’s request.
Product defects arising from improper mode of transportation (unless arising from demonstrable improper/incomplete packing by Prince Fibre);
Color and texture deviations, as well as surface unevenness inherent to the production process requested in the order, regardless of whether this risk was discussed in advance with the customer;
Application defects caused by improper placement or installation, improper use (including mechanical wear) or improper maintenance (see other provisions);
Application defects caused by attachment of additional parts, chemical operations or influences, or interaction with other parts.
Other additional provisions:
Maintenance and protection:
The semi-finished product should be protected from UV damage, electrical conduction or electromagnetic induction by the person who processes it or who will use it at the site by adequate means. The time frame in which this should take place is at least 1 month after delivery;
Measurement of tolerances:
Measurement for tolerances should take place within 14 working days of receipt, according to test methods based on generally accepted European standards.
The warranty obligation expires in its entirety when repair work is performed by third parties on the delivered products without involving Prince Fibre (written communication).
Actionability and right to counter-expertise:
Reliance may be placed on the warranty granted only if the defect is reported in writing to Prince Fibre within 14 days after its discovery, or could reasonably have been discovered;
The party invoking the warranty shall give Prince Fibre (or a knowledgeable, third party engaged by Prince Fibre) an opportunity to conduct its own investigation into the nature, severity and causes of any alleged defect. This should be done within thirty days of written notification of the complaint.
The user takes explicit responsibility for:
- accuracy applicable;
- accuracy of calculation with our materials.