GENERAL TERMS OF SALE AND DELIVERY OF PRODUCTS BY DEFLAMO AB,
HEREAFTER TO BE REFERRED AS DEFLAMO
1.1 These terms and conditions apply to all offers by and all orders to DEFLAMO for the sale and delivery by DEFLAMO of products and services (hereafter: goods), and to all agreements with DEFLAMO with respect hereto.
1.2 The applicability of conditions of the other party or customer (hereafter: customer) of DEFLAMO is hereby expressly excluded.
1.3 Provisions that deviate from these conditions can be invoked by the customer only if and to the extent that these provisions are accepted by DEFLAMO in writing.
OFFERS, ORDERS AND AGREEMENTS
2.1 All offers from DEFLAMO are non-binding.
2.2 Orders and acceptance of offers by the customer are irrevocable.
2.3 DEFLAMO is only bound when it has accepted an offer in writing or has begun implementation. DEFLAMO is moreover only bound as was accepted in writing. Verbal commitments or agreements by or with its personnel do not bind DEFLAMO except and insofar as DEFLAMO confirms these in writing.
2.4 These conditions apply to changes to the agreement as they do to separate agreements.
3.1 Prices set by or agreed to with DEFLAMO are exclusive of delivery, V.A.T. and other taxes and duties and ships according to FCA as defined in the INCOTERMS 2010 unless otherwise agreed.
PROPERTIES OF GOODS, TECHNICAL SUPPORT, USE AND PROCESSING
4.1 The properties of the goods shall as a general rule only include the properties as stated in the product descriptions, specifications and labelling of DEFLAMO. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale.
4.2 Technical advice provided by DEFLAMO verbally, in writing or by way of trials is given in good faith but without warranty, and this shall also apply where proprietary rights of third parties are involved. DEFLAMO’s technical advice shall not release the Buyer from the obligation to test the products supplied by DEFLAMO as to their suitability for the intended processes and uses the application, use and processing of the products are beyond DEFLAMO’s control and therefore entirely the Buyer’s responsibility.
DELIVERY PERIOD AND DELIVERY
5.1 The delivery period starts after the conclusion of the agreement and after DEFLAMO has received all data to be provided by the customer, and after any advance payment, if required by DEFLAMO, has been received by DEFLAMO or any security for payment has been put at its disposal.
5.2 Delivery periods are estimated delivery periods only.
Failure to deliver within an agreed or stipulated delivery period does not entitle the customer to any damages, nor to non-fulfilment by it of any of its own obligations arising from the agreement. The customer is, however, entitled to cancel the delivery by written declaration if, and insofar as after a failure to deliver within an agreed delivery period, DEFLAMO still fails to deliver the agreed upon goods within a reasonable period stipulated by the customer in writing.
5.3 Delivery periods will be extended by the amount of time that the implementation of the agreement is delayed by force majeure. They will also be extended by the time that the customer is later in the fulfilment of any obligation than is agreed to or could reasonably be expected by DEFLAMO.
5.4 DEFLAMO has the right to deliver in parts. Each partial delivery will be deemed an independent delivery with respect to the applicability of these conditions.
TRANSPORTATION AND EQUIPMENT
6.1 In all cases where DEFLAMO arranges for transport, it is entitled to solely determine the mode thereof. The customer will bear cost of transport, insurance and other.
6.2 DEFLAMO has the right to refuse filling or loading containers, tankers, trucks and/or other means of transportation equipment arranged for by the customer, if these are not in a ready-to-fill position, if they do not comply with DEFLAMO and Government safety specifications, and if they do not follow all instructions by DEFLAMO with respect to loading and are not corrected without delay.
6.3 Semi bulk containers and (other) equipment, put at the customer disposal should be used in conformity with instructions by, and returned to DEFLAMO in conformity with the agreement between the parties.
RISK, TITLE, INTELLECTUAL PROPERTY
7.1 Risk of Loss of the goods shall transfer to the customer upon delivery or when DEFLAMO has complied with its delivery obligations whichever comes first.
7.2 All goods sold and delivered by DEFLAMO remain the property of DEFLAMO until such time as the customer has paid in full all that which is owed to DEFLAMO in connection with the underlying agreement and/or earlier or later agreements of the same nature, including damages, costs and interest. At such time customer will receive good title to all such goods free from any lien or encumbrance.
7.3 The industrial and intellectual property rights to or associated with the goods delivered remain with DEFLAMO or third parties entitled thereto, and are never transferred to the customer.
7.4 The customer has not the right to resell the goods without specific written agreement with DEFLAMO.
7.5 The customer shall not market, sell or trade any goods under trademarks owned by DEFLAMO without prior written permission by DEFLAMO.
8.1 The customer is obliged to take physical acceptance of the goods at the agreed location at the time of delivery.
All costs of DEFLAMO associated with a failure to take acceptance are for the account of the customer, costs of transport and storage included.
8.2 The customer is obliged to inspect the goods with respect to weight, quantity and immediately noticeable defects at the time of physical acceptance.
8.3 Claims with respect to immediately noticeable defects should be notified to DEFLAMO in accordance with Article 10 and obligations of DEFLAMO are as described in the same article.