- Interpretation in these Conditions of Sales and Delivery:
means the person who accepts a quotation from the Company for the sale of the Products or for the Services rendered or whose order for the Products or Services is accepted by the Company.
means Elite Advanced Technologies having its place of business at Vlasmeer 5, 2400 Mol, Belgium
means the products (including any installation of the products or any products therefore) which the Company is to supply to the Customer in pursuant to the contract entered into between the Customer and the Company.
means the services which the Company agrees to provide to the Customer in accordance with these terms and conditions of sale.
- Basis of the sale
- The Company agrees to sell or perform, and the Customer agrees to purchase and / or accept the Products or Services, subject in both cases to the terms and conditions, which shall govern the contract for the purchase of such Products or Services to the exclusion of any other terms and conditions subject offered by the Customer.
- No variation to these conditions shall be binding unless agreed in writing by the General Manager or a director of the Company and a manager or director of the Customer.
- The Company’s employees or other agents are not authorized to make any representation concerning the Products or Services unless confirmed by the Company in writing.
- Any Purchase Order placed by the Customer is deemed as acceptance of the product(s) sold by the Company to the Customer based on the specifications, deviations and proposals advised by the Company at the point of quotation and technical discussions (if applicable), otherwise according to Customer’s drawing and specifications.
- Prices of Products or Services / Verification
- The general terms and conditions of Sale and Delivery are an integral part of quotations and deliveries from the Company. They shall apply in all terms stated unless it has been mutually agreed in writing. Any special conditions set forth by the Customer shall require written acknowledgement and agreement in order to attain validity.
- All prices are valid for a duration of 30 days from the date of our quotation unless stated otherwise in the quotation document. If the order should only be placed after the validity of the quotation, the Company has the right to reject the order.
- Our prices are understood as net in quoted currency unless it is otherwise agreed in writing between the Company and Customer. The quotation prices shall be binding as long as there is acceptance by the Customer via electronic, written or telephone methods, and within the duration whereby our quotation is deemed valid.
- The price is exclusive of any applicable value added tax or duty.
- Terms of Payment
- Products & other set-up costs The Customer shall pay the full price of the Products within or by the given credit term from the date of the Company’s invoice, notwithstanding that delivery may not have taken place and the property in the Products has not passed to the Customer.
50% down payment upon request for samples fabrication, or upon order placement of the samples or upon award of the business to the Company. and balance 50% upon sample(s) submission by the Customer, unless otherwise agreed in writing by the Company and the Customer.
- If the Customer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Company, the Company shall be entitled to:
- cancel the purchase order or suspend further deliveries to the Customer
- apportion any payment made by the Customer to such of the Products (or Products supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported apportion by the Customer); and
- charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 1.5% per month on the overdue amount until the payment is made in full by the Customer.
- Delivery of Products & Packaging
- Dates quoted for delivery of the Products are only approximate schedules and the Company shall not be held liable for any delay in the delivery of Products however caused. Any discrepancy in the quantity of a delivery of Products to the Customer must be notified to the Company by the Customer, in writing, within 7 days (1 calendar week) of the Customer taking delivery of the Products otherwise it is accepted that the Customer has taken delivery of the full quantity of the Products as detailed on both the Company delivery documentation and the Company invoice, thus the Company will be entitled to payment of the sum in full as detailed on the invoice.
- Packaging shall be in standard cartons for local delivery, or if otherwise stated on the quotation the Company may be using other types of packaging like pallets, crates or boxes which will need to be returned to the Company within a stipulated timeline or after the products have been removed from those packaging materials.
Any line order is only allowed to be scheduled out from our original promised date by a maximum of 60 calendar days (based on 7 days per calendar week).
- Cancellation of placed orders will only be taken into consideration and require management approval if the Company receives written notification from the Customer within two (2) days after placement of order.
- Thereafter, an agreement in writing of the Company and on terms that the Customer shall indemnify the Company completely against all loss (including loss of profit), costs (including cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.
- Method of Payment
- Cheque(s) being made payable to Elite Advanced Technologies with the approved credit term, or via Wire Transfer to the Company bank account.
- All bank charges shall be borne individually by Company and the Customer.
- Risk Transfer
In terms of transportation and insurance, the risk shall transfer to the Customer once the Delivery Order has been signed.
- Retention of Title
The material shall remain as property of the Company until receipt of the final payment from the Customer. Property in the Products will not pass to the Customer until all sums due by the Customer to the Company have been paid in full.
- Technical and Commercial Documents, and Specifications
- Any technical descriptions, reports, concept of tooling, design, manufacturing processes or any other business information, including but not limited to just pricing, shall remain as copy right property of the Company. They are placed at the disposal of the Customer in faith and shall not be published or made accessible to other parties without our expressed written permission. In the event of failure to order, the documents are to be returned to the Company upon request.
- The Customer shall be responsible to the Company for ensuring the terms and conditions of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Products or Services within a sufficient time to enable the Company to perform the contract in accordance with the terms.
- The quantity, quality and description of the order and any specification(s) for the Products or Services shall be those set out in the Company’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by the Company).
- If the Products are to be manufactured or any process is to be applied to the Products by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.
- In the event of metal sheet quotations, orders and deliveries; In the absence of and with reference to customers own manufacturing requirements and cosmetic specifications, we will refer to the manufacturing standards & cosmetic inspection of the Company [document reference MACIS-Rev (1) which is available on www.elite-advanced.com].
The Company warrants that Products shall :
- be produced, processed and assembled by the Company or by partner companies under our direction;
- conform to the Specifications agreed by the Company and the Customer in writing, and other criteria referred to in this Agreement;
- be “new” (i.e. Products must be unused, non-reworked, non-modified nor repaired), unless it is otherwise agreed to by the Company and the Customer;
- conform to the requirements in the Product design, material and workmanship, unless otherwise agreed by the Company and Customer in writing;
- Recycling or Final Disposal of Products
All recycling activities and final disposal of Products shall be the sole responsibility of the Customer.
- In the case of products already used by the Customer, the Customer is deemed to have accepted the products supplied to them into their manufacturing line and process, and continued to have used the products into a higher end product build which is later shipped to Customer’s own end customer. Thus, such products shall not be returned to the Company, nor will the Company assume any liability.
- The Company shall also be under no liability in respect of any defect in the Products or the provision of the Services arising from any drawing, design or specification supplied by the Customer.
- Any claim by the Customer which is based on any defect in the quality or condition of the Products or their failure to correspond with specification shall be notified to the Company within 30 calendar days (based on 7 days per week) from the date of delivery.
- Should there be any valid claim with regards to any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Products (or the part in question) free of charge, or at the Company’s sole discretion, refund to the Customer the price of the Products or a proportionate part of the price, but the Company shall have no further liability to the Customer.
- The Customer shall not arrange transport for the delivery back to the Company of faulty Products unless agreed in writing by the Company. Upon notification of non-conforming Products, the Company will arrange transport for the collection of such Products and will be liable for the costs of such transportation.
- The Company shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Products or Services, if the delay or failure was due to cause(s) beyond the Company’s reasonable control.
- Soft tooling, as indicated on our quotations, and have been paid by the Customer, shall remain as property of the Company as the Company maintains, re-tool, or duplicate the tools to support ramp up production requirement of the Customer.
- Hard tooling, as indicated on our quotation, shall be Customer’s property and may be withdrawn by the Customer, but with the condition that the Company is given at least 6 months of advanced notice to ensure there are no additional products being fabricated or material being purchased for production, and with the mutual agreement of both the Company and Customer on the inventory of product and materials liability undertaking or with an agreed compensation being reached.
- Other NRE (non-recurrent expenses) such as silkscreen stencils, fixtures, adhesive set-ups, insulators/label cutters, temporary / prototype / NPI tooling, jigs, which have been paid by the Customer shall remain as property of the Company as the Company maintains them throughout the life of the product while the Product is still being supplied by the Company.
- Force Majeure
- No Liability: Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
- Best Efforts to Cure: In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.
- Right to Terminate: In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.
- Order of precedence
The conditions of sale and delivery stipulated here are deemed incorporated into an order of precedence of the Company’s quotation. In the event of any dispute between the Condition of Sale and Delivery of the Company and the other terms stipulated on Customer’s Purchase Order or other standard terms, the provision in this Condition of Sale and Delivery shall prevail.
The parties hereto consent to the exclusive jurisdiction of the Rechtbank van koophandel te Turnhout, Belgium to adjudicate any dispute arising out of this Agreement.