Terms and conditions
1.1. Capitalized terms in these Terms of Delivery have the following meaning:
(a) “Agreement” means an agreement between the PLANT PARTNER and the Customer regarding the sale of Goods or Services by the PLANT PARTNER, entered into as described in article 2.2;
(b) “Intellectual Property Rights” means all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary rights in information, know-how and any other intellectual or industrial property rights as they may or will exist anywhere in the world;
(c) “Goods” means all items delivered or to be delivered by the PLANT PARTNER to the Customer in the performance of an Agreement;
(d) “Customer” means any person or entity that enters into an Agreement with PLANT PARTNER;
(e) “Services” means all services performed by the PLANT PARTNER for or on behalf of the Customer in the performance of an Agreement, whether or not in connection with the delivery of Goods.
- Method of conclusion of the Agreement
2.1. These Terms of Delivery apply to and form part of an Agreement and all other legal relationships between the PLANT PARTNER and the Customer in connection with the sale of Goods or Services by the PLANT PARTNER. Unless expressly agreed otherwise in writing, these Terms of Delivery take precedence over all other communications (whether oral or written) between the parties regarding the sale of Goods or Services by PLANT PARTNER. The applicability of general terms and conditions that the Customer uses or will use is expressly rejected.
2.2. An Agreement is concluded between the parties: (i) after the conclusion of a written agreement signed by both parties, (ii) or after the provision by PLANT PARTNER of an order confirmation, or (iii) after the fulfillment by PLANT PARTNER of the order, which of these three events occurs first. All orders submitted by the customer are requests and do not bind PLANT PARTNER in any way. PLANT PARTNER is not obliged to accept an order.
3. Delivery and delivery term
3.1. Delivery is Freight to Carrier (Free Carrier (FCA)) as defined in the Incoterms 2010.
3.2.The Customer is obliged to take receipt of the Goods and to take all actions that can reasonably be expected from the Customer in order to enable the PLANT PARTNER to carry out the delivery in accordance with the agreed Incoterms. If the Customer breaches this obligation, the risk of the Goods, irrespective of the applicable terms of trade, shall pass to the Customer at the time of the breach of this obligation and all costs incurred by the PLANT PARTNER in connection with the delivery, as well as any further costs of transport, custody and storage are at the expense of the Customer.
3.3. A request by the Customer to cancel or change an order (or part thereof) must be made in writing and received byPLANT PARTNER and is subject to the written approval of PLANT PARTNER. The customer may be charged for changing or canceling an order. If the Customer requests an expedited delivery of shipments, the PLANT PARTNER reserves the right to charge the Customer for the associated costs.
3.4. Delivery times are indicative. The non-compliance by the PLANT PARTNER with a delivery date or delivery term does not constitute a shortcoming in the fulfillment of the Agreement.
3.5. PLANT PARTNER reserves the right to deliver in batches and to invoice these batches separately.
- Inspection and returns
4.1. If the PLANT PARTNER undertakes to arrange for the carriage of the Goods, the Customer must inspect the Goods for damage in transit and satisfy itself immediately upon arrival at the agreed destination that the correct quantity of Goods has been delivered. If transport damage or a discrepancy in the number of Goods delivered in relation to the quantity of Goods ordered is found, the Customer must provide a detailed description thereof on the transport document to be signed upon receipt of the Goods. Reporting damage, non-conformity or shortcomings does not release the Customer from its payment obligations for the Goods.
4.2. Returns are only accepted by PLANT PARTNER if:
(a) PLANT PARTNER has approved the return in writing in advance;
(b) this is carriage paid with reimbursement of the costs;
(c) the Goods are stock or standard goods;
(d) the delivery took place no more than six (6) weeks ago; and
(e) the returned Goods do not exceed 10% of the amount of the original delivery.
- Assembly or installation work
5.1. If assembly or installation work for the Goods has been agreed, the Customer is responsible to PLANT PARTNER for the correct and timely execution of all necessary assemblies, facilities or conditions for (setting up and safe performance of) the assembly work or the correct functioning of the Goods in their assembled state.
5.2. Notwithstanding the provisions of Article 5.1, the Customer shall ensure in a timely manner and at its own expense that:
(a) PLANT PARTNER is given free access and the opportunity to properly perform the agreed work during normal working hours and, if PLANT PARTNER deems this necessary, outside normal working hours;
(b) earthworks, paving, piling, demolition, foundation, concrete, carpentry, upholstery or other associated work is completed so that the site is easily accessible and the systems are clean and undamaged;
(c) auxiliary, hoisting or lifting equipment is available for moving objects that cannot reasonably be carried by two persons;
(d) scaffolding, scaffolding and ladders are available and installed;
(e) fuels and auxiliary materials such as compressed air, gas, water, electricity, supply and discharge pipes necessary to carry out the work, as well as any testing and commissioning work, and the switching and protective equipment and cables for the electric motors or other electrical equipment is available in the right places for PLANT PARTNER ;
(f) for the duration of the work and in the immediate vicinity thereof, a dry, heated, illuminated and separately lockable space of sufficient size is made available to the PLANT PARTNER as accommodation for the employees and for the storage of the materials to be processed, tools and private property of the employees; and
(g) connections, rights and permits are requested in a timely manner and the amounts due have been paid.
5.3. Damage and costs arising from non-compliance with the conditions as described in article 5.2 or late compliance are for the account of the Customer.
- Integrated software
6.1. If software or documentation is integrated in or included with the Goods, the sale of such Goods does not constitute the transfer of ownership or title in such software or documentation to Customer. Customer is granted a non-exclusive and non-transferable license only to use such software or documentation in conjunction with and as integrated into or supplied with the Goods. If third-party software or documentation is integrated into or included with the Goods, as may be specified by PLANT PARTNER, Customer acknowledges and agrees that third-party license terms may apply.
6.2. The customer will:
(a) modify, adapt, alter, translate or create derivative works from the software integrated into or supplied with the Goods;
(b) use or make available such software in any manner other than as necessary to integrate it into the Goods or ship it with the Goods;
(c) not merge or incorporate such software with any other software; or
(d) disassemble, decompile, disassemble, or otherwise attempt to discover the source code of such software without the written permission of PLANT PARTNER, except to the extent expressly permitted under applicable law.
Retention of title
7.1. All Goods delivered – even if it is contractually agreed that they will be assembled byPLANT PARTNER at the Customer’s or its principal’s location – shall remain the property ofTPLANT PARTNER until the Customer does all that the Customer provides PLANT PARTNERunder the Agreement or any other related contract. is due, has paid in full, including interest and costs.
7.2. The Customer is authorized to dispose of the Goods in the context of its normal business operations. The Customer shall inform the acquiring third party of the retention of title of the Goods in favor of PLANT PARTNER.
7.3. As long as they are not used, the Customer is obliged to keep the delivered Goods clearly separated from other goods until ownership has been transferred.
- Prices and payment
8.1. In the absence of a written agreement to the contrary, the prices set by the PLANT PARTNER are based on delivery Freight Free to Carrier (FCA) of the Incoterms, exclusive of VAT and other levies, excluding the costs of assembly and commissioning, excluding the costs of non-standard packaging and non-standard coating and are stated in euros. If the Goods or Services ordered are subject to any taxes, PLANT PARTNER may charge the Customer the relevant taxes, which are to be paid by the Customer in addition to the prices quoted.
8.2. In the event of changes in the cost factors, PLANT PARTNER reserves the right to adjust the price accordingly. PLANT PARTNER is also authorized to index the prices annually.
8.3. PLANT PARTNER can provide the following payment methods before delivery:
- a) Credit card: The Customer can enter his payment details at the time of placing the order by using a valid credit card (VISA or Mastercard). The applicable amount will be debited from the Customer’s card immediately.PLANT PARTNER reserves the right to check the validity of the credit card, its credit status in relation to the value of the order and whether the Customer’s address details are correct to be. Depending on the results of these checks, PLANT PARTNER may refuse orders;
- b) iDeal: the applicable amount will be debited immediately from the bank account of the Customer.
- c)Paypal: When the Customer pays with Paypal, the PLANT PARTNER reserves the right to check the validity of the Paypal account, that there are sufficient funds to cover the purchase price and to verify the billing address details of the Customer. The applicable amount will be immediately debited from the Customer’s Paypal account. PLANT PARTNER reserves the right to refuse any purchase.
8.4. Payment after delivery may apply upon specific approval. Unless otherwise agreed, payment must be made net and without any discount or set-off by deposit or transfer of the amount due into a bank account specified by the PLANT PARTNER within thirty (30) days of the invoice date. For orders with a total net component value of less than € 375.00 (three hundred and seventy-five euros) excluding VAT, PLANT PARTNER reserves the right to charge administration costs. PLANT PARTNER reserves the right to charge a late payment fee. The value date stated on the bank statements is decisive and is therefore considered the date of payment.
8.5.All amounts owed by the Customer to the PLANT PARTNER under the Agreement become immediately due and payable in full if:
(a) Customer has failed to make timely payment to PLANT PARTNER ; or
(b) PLANT PARTNER terminates the Agreement pursuant to Article 13; or
(c) PLANT PARTNER heeft has objective and reasonable grounds to expect that bankruptcy of the Customer is probable.