General Conditions Of Sales
Terms and Conditions
General conditions of sale for all Hunter Douglas Project sales except for QuadroClad, Sandwich Wall, Single Skin Cassette and Multiple Panel Facades.
1 All orders are accepted to our full conditions of sale.
2 The prices are strictly nett and quoted in pounds Sterling excluding VAT, which will be added to invoices at the current rate.
3 Payment ? Nett monthly account.
4 All orders within the UK mainland under the value of £750.00 will be subject to a £75 delivery charge. Supplementary orders, split deliveries and additions are also subject to this delivery charge.
5 Materials are normally supplied in non-returnable cardboard cartons.
6 Extended delivery and/or surcharges may apply for lengths above 5 metres.
7 Prices listed are those current at time of printing and we reserve the right to alter these prices without notice.
8 All orders will be invoiced at prices ruling at date of despatch. If following a confirmed or agreed delivery date, we are asked to store materials until required on site, we reserve the right to invoice the full value of undelivered goods and to charge an amount for Storage of said goods, on a daily basis.
Conditions of Sale
All quotations, estimates, negotiations and orders shall be deemed to be made and all offers can only be accepted subject to the following conditions:
1 In these conditions:-
(a) ?the Company? means Hunter Douglas Limited.
(b) ? the Purchaser? means the person or
persons who enter this into contract with the Company.
(c) ?the contract? means the contract of which these conditions form a part.
(d) ?the goods? means the goods subject of the contract, and
(e) ?delivery? means (except in Conditions 8 and 9 below) delivery of the goods to a carrier for conveyance to the Purchaser.
2 No contract for the sale of goods by the Company to the Purchaser shall come into existence unless and until the Company sends to the Purchaser the Company?s acceptance of the order placed by the Purchaser; and the contract so constituted shall be subject to and governed by these conditions to the exclusion of any and all terms and conditions of trading of the Purchaser.
3 (1) Save as provided in these conditions no warranty, condition or representation as to description, condition, quality or suitability (whether express or implied and whether collateral to the contract or otherwise) is given or deemed to be or have been given or implied in relation to the goods; and except as provided by Section 12 of the Sale of Goods Act 1979 and statutory or other condition, warranty or representation in relation to the goods (whether express or implied and whether collateral to the contract or otherwise) is hereby excluded and extinguished. (2) Except as provided in these conditions, neither the Company nor the Company?s servants or agents nor any person connected with the Company shall be liable for any injury, loss or damage (including consequential loss or damage), loss of profits or expenses of any kind howsoever arising in connection with the goods. (3) The Company shall be under no liability in respect of minor departures from colours, patterns or descriptions or for any manufacturing variations within the tolerance set out in the Company?s published technical specifications. (4) This condition shall not exclude or restrict the Company?s liability for death or personal injury resulting for negligence.
4 (1) Without prejudice to the terms of condition 3 above, the Company may, at its sole discretion replace such of the goods as are to its satisfaction shown to be defective, provided that:-
(a) a written claim specifying the nature of the defect is made
to the Company within 30 days of delivery,
(b) this condition shall not require the Company to replace any of the goods damaged in transit; and
(c) the Company may satisfy its obligations to the Purchaser under this condition by either repairing the defective goods or by refunding the purchase price or a proportion thereof in respect of the defective goods, in either case at the sole discretion of the Company.
(2) Where the Company elects to refund the purchase price or a proportion thereof under sub-paragraph (c) or paragraph (1) above, the Purchase shall hold defective goods concerned to the order of the Company for a period not exceeding three months.
5 (1) The risk or loss of, or damage to the goods shall pass to the Purchaser upon delivery.
(2) The Purchaser should effect all necessary insurance in respect of possible loss or damage to the goods.
6 Without prejudice to condition 5 (1) above, the Company may, at its sole discretion, replace such of the goods as are to its satisfaction shown to have been damaged in transit and make up all shortages in quantities of the goods which are to its satisfaction shown to have arisen during transit, provided that:-
(1) a written claim specifying the nature and extent of the damage or
of the shortages is made to the Company within seven days of delivery:
(2) the Company may, again at its sole discretion, elect to repair the damaged goods or to refund the purchase price or a proportion thereof in respect to the damage or missing goods.
7 (1) Any date stated by the Company as being a date for delivery is stated as a guide or indication only
(2) No condition, warranty or representation is given as to the date on which delivery will be made and the Company is accordingly under no liability whatsoever for any delay in delivery howsoever caused.
8 The period of 72 hours from actual delivery of the goods to site or the Purchaser?s premises shall be deemed to afford the Purchaser a reasonable opportunity of examining them and the Purchaser shall thereafter be deemed to have accepted the goods.
9 (1) Delivery to site or the Purchaser?s premises of the wrong quantity of goods or of the goods mixed with goods not included in the contract shall not give the Purchaser the right to reject the goods the subject of this contract, but:-
(a)in the case of delivery of a quantity less than a quantity ordered
by the Company shall (save where the deficiency in quantity has arisen
during transit) make up the deficiency within a reasonable time of the
receipt of a written claim in that the regard made by the Purchaser, and
(b) in case of delivery of a greater quantity than the quantity ordered, the Purchaser shall either:
(i) pay for the excess at the rate per item prevailing at the date of the contract for the goods ordered and generally in accordance with the relevant positions of these conditions, or
(ii) forthwith return any excess to the Company at the expense of the Company.
(2) Where the Purchaser elects under sub-paragraph (b) (i) of paragraph 9 (1) above to pay for any excess, the excess thus retained shall for purpose of these conditions be deemed to be included in the goods.
10 Under no circumstances will claims for consequential losses be considered howsoever caused.
Conditions of Sale (cont).
11 (1) Subject to paragraph (2) below and approved credit status, payment for the goods shall be on a nett 30 day basis.
(2) In the case of materials which are made specially to order,
payment terms shall be:-
(a) one third of the total price payable upon acceptance by the Company of the Purchaser?s order
(b) one third of the price payable immediately prior to delivery, and
(c) one third of the price payable 30 days from receipt by the Purchaser of the goods, the subject or such order.
(3) Where delivery is made by instalments, the Purchaser shall be obliged to pay for each instalment separately if the Company so requires by delivering an invoice.
(4) For the purpose of these conditions, a payment shall be deemed to have been made and received when the sum in question has been credited to the Company?s bank account.
(5) Time or times stated for payment hereunder shall be deemed to be of the essence of the contract.
12 Where a charge for carriage is included in the invoice, it shall be in accordance with condition 10 above.
13 If for any reasons whatsoever the Purchaser fails to make any payment hereunder on the due date or dates:-
(1) the Company shall, without prejudice to any other rights it may
have against the Purchaser, be entitled at its sole option to cancel or
suspend the contract, and
(2) the Purchaser shall be liable to pay interest on the amount or amounts unpaid from time to time at a rate of 4 per cent per annum over the HSBC Bank base rate from time to time throughout the period of non-payment from the due date until receipt by the Company.
14 (1) The property in the goods the subject of this contract shall not pass to the Purchaser until payment in full in respect thereof has been received by the Company.
(2) Until payment in full for the goods has been received by the Company, the Purchaser shall be entitled to resell the goods only as agent of the Company; and the proceeds of any such resale shall be held by the Purchaser in trust for the Company.
(3) If the Purchaser defaults on any payment under the
contract, the Company shall be entitled to repossess all or any of the
goods (without prejudice to any other rights or remedies arising out of
such default); and:-
(a) for this purpose, the Company and its agents shall be entitled to enter upon any land or buildings on or in which the goods may be situated and to remove the same:
(b) all costs incurred by the Company or its agents in repossessing goods shall be borne by the Purchaser
(c) notwithstanding any such repossession of the goods; the Purchaser shall remain liable to pay the price for the same and any interest accruing thereon;
(d) any goods so repossessed may be sold by the Company and the proceeds of the sale set off against the amounts due to the Company from the Purchaser in respect of the goods;
(e) any balance remaining of the proceeds of sale shall be paid to the Purchaser, but if the proceeds of the sale are not sufficient, the Purchaser shall remain liable to pay the Company the amount remaining together with any interest accruing thereon.
15 All orders are accepted by the Company, subject to the goods ordered being available at the times and in the quantities required by the Purchaser.
16 The Company shall be entitled at any time before or after acceptance of the Purchaser?s order to cancel or only partially to perform any contract arising out of such an order where by reason of any event, accident, act or omission wholly outside the control of the Company (including without prejudice to the generality of the foregoing any lock-out, strike, riot, civil commotion, government decree or embargo, fire or Act of God) the Company is prevented wholly, or in part, from performing, or is substantially hindered in the performance of its obligations under the contract.
17 No variations of or departures from these terms shall be permitted except where specific written confirmation of such variation or departure is given by the Company to the Purchaser.
18 The contract shall be governed by and construed in all respects in accordance with English law and the Purchaser hereby submits to the non-exclusive jurisdiction of the English courts.
General Terms and Conditions
QuadroClad, Sandwich Wall, Single Skin Cassette and Multiple Panel Facades.
All quotations, estimates, negotiations and orders shall be deemed to be made and all offers can only be accepted subject to the following conditions.
In these terms and conditions:-
"CISG" shall have the meaning set forth in section 18 below.
"Company" means Hunter Douglas Construction Elements B.V. Industriepark 17, NL-9351 PA Leek.
"Contract" means the contract between the parties for the sale and purchase of the Goods, the terms and conditions of which are set out below.
"Goods" means the goods, which are the subject of the order form submitted
to the company .
"Purchaser" means the purchaser specified on the order form submitted to the Company
for the Goods
2. Formation of Contract
Notwithstanding Art. 14ff CISG, no contract shall come into effect until the Company sends to the Purchaser the Company?s acceptance of the order.
3.1 The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and for giving the Company any necessary information relating to the Goods within sufficient time to enable the Company to perform the Contract in accordance with these terms and conditions.
3.2 subject to section 3.3, the Goods will comply with the specification, if any, agreed in writing between the Company and the Purchaser for the purpose of the Contract and with which the Goods are expressly described as complying; provided that the Company shall be under no liability in respect of minor departures from colour, patterns or descriptions, for natural fading, or for any manufacturing variations within the tolerance set out in the Company's published technical specifications.
3.3 The Company reserves the right to make any changes in the specification of the Goods
which are required to conform with any applicable safety or other statutory requirements or which do not materially affect either quality or performance or to incorporate technical improvements.
3.4 With certain colours, especially
metallic, it is not possible with current manufacturing
techniques to achieve the same colour in different production runs. The Purchaser should order all necessary Goods (e.g., panels) in the same order that are to be mounted or installed together at the same site. Should the Goods be ordered at separate times (and therefore be produced in separate production runs), the Company is not responsible for any ensuing differentiation in colour. Additionally, minor colour deviations do not constitute a defect in the Goods unless such deviation is so extreme that the appearance of the final end product using the Goods as contractually planned is not reasonably acceptable and unreasonably diminished in value. The Company does not warrant that the colour of the Goods conforms to the picture in our brochure; the Company warrants only conformance with RAL values or other industry standard colour description.
3.5 Prices are based upon a single order for delivery to
site in one consignment. Any later
additions or replacements will be charged at standard rates pertaining to individual quantities including small order set up costs and minimum delivery charges.
3.6 It is the sole responsibility of the Purchaser to check and validate the specifics of any quotation and to ensure that the application of the ordered Goods including any typical details, specifications, spanning information and quantities etc., given by the Company are checked and validated and are suitable for the intended construction. The Company takes no responsibility for errors or omissions in interpretation of information given by other parties.
4.1 Save as provided in these conditions, the warranties as to description, condition, quality and suitability or fitness for purpose in Art. 35 CISG are hereby excluded.
4.2 Without prejudice to section 4.1 no undertaking contained in a NEN, DIN, British Standard, national edition of European Standard ISO or other standard or technical specification as to the suitability of the Goods for any purpose shall give rise to any legal liability.
4.3 Any advice or recommendation given by the Company or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which is not expressly confirmed in writing by the Company is followed or acted upon entirely at the Purchaser's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed in writing.
4.4 The Company's employees or agents are not authorised to make
concerning the Goods unless such representations are confirmed by the Company in writing. In entering into the Contract, the Purchaser acknowledges that it does not rely on, and waives any claim for breach of, any such representations, which are not so confirmed.
4.5 Any typographical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
5.1 Neither variation nor departure from these conditions shall be permitted except where specific written confirmation of such a variation or departure is given by the Company to the Purchaser.
5.2 The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended by it to the Purchaser and no waiver by the Company in respect of any breach by the Purchaser shall operate as a waiver in respect of any subsequent breach by the Purchaser.
No Contract which has been entered into may be cancelled by the Purchaser except with the agreement in writing of the Company (to be given or withheld at the absolute discretion of the Company) and on the terms that the Purchaser shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
7.1 The price of the Goods shall be the Company's quoted price on the order form. All prices quoted are valid, unless otherwise expressly stated in writing by the Company, for 30 days only or until earlier acceptance by the Purchaser, after which time they may be altered by the Company without giving notice to the Purchaser.
7.2 The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Company which is due to any factor beyond the control of the Company or any change in delivery dates, quantities or specifications for the Goods requested by the Purchaser or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions. In the event of a price increase of more than 10%, the Purchaser may terminate the Contract to the extent the Company has not yet incurred costs (e.g., purchased raw materials) or otherwise performed the Contract.
7.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company and unless otherwise agreed in writing between the Company and the Purchaser, the price includes the packaging and delivery of the Goods by the Company to the building site or other place of delivery stated in the order form; additional freight associated with shipment to an intermediate or different location shall be charged separately to the Purchaser.
7.2.1 The prices stated in offers and agreements do not include value added taxes, import duties, taxes or other government charges as well as transport and insurance costs, unless expressly agreed otherwise in writing.
7.3 Where the Company charges the costs of palettes and returnable containers to the Purchaser in addition to the price of the Goods, full credit will be given to the Purchaser provided that such palettes and returnable containers are returned undamaged to the Company by the due payment date.
8.1 Subject to these conditions, the Company shall be entitled to invoice the Purchaser for the price of the Goods on or at any time after delivery of the Goods, unless, in the case of the Purchaser taking delivery from the Company in accordance with section 11.1(i) below, the Purchaser wrongfully fails to take delivery of the Goods, in which case the Company shall be entitled to invoice the Purchaser for the price at any time after the Company has notified the Purchaser that the Goods are ready for collection.
8.2 Subject to section 8.3 below,
the credit status payment for the Goods shall be on a net
30 day basis.
8.3 In the case of materials which are made especially to order, payment terms shall be:
(i) one third of the total price payable upon acceptance by the Company of the order form submitted by the Purchaser;
(ii) one third of the price payable immediately prior to delivery; and
(iii) one third of the price payable 30 days from receipt by the Purchaser of the Goods.
The provisions in the Company?s confirmation concerning changes in creditworthiness shall apply notwithstanding any provision of these general terms and conditions.
8.4 Where delivery is made by instalments, the Purchaser shall be obliged to pay for each instalment separately if the Company so requires by delivering an invoice to the Purchaser.
8.5 For the purposes of these conditions, payment shall be deemed to have been made and received when the sum in question has been credited to the Company's bank account.
8.6 Time or time stated for
payment hereunder shall be deemed to be of the essence of the
8.7 The Purchaser shall not be entitled to withhold payment of any amount payable under the Contract to the Company or set off other amounts due to the Purchaser except with the written consent of the Company.
9 Failure to Pay
9.1 If for any reason whatsoever the Purchaser fails to make any payment on the due date ordates specified by section 8 above, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled, at its sole discretion, to:
(i) cancel the Contract or suspend delivery or collection of
the Goods by the Purchaser;
(ii) appropriate any payment made by the Purchaser in respect of such of the Goods (or of goods supplied under any other contract between the Purchaser and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Purchaser); and
(iii) charge the Purchaser interest (both before and after any judgement) on the amount or amounts unpaid from time to time at the statutory rate (as described in EC Directive 2000/35 or Article 6:120 of the Dutch civil code, as may be amended);
(iv) suspend delivery to the Purchaser or collection by the Purchaser of any other goods (not forming part of the subject matter of the Contract), which the Company has sold or agreed to sell to the Purchaser.
10 Risk and Title
10.1 Except where delivery terms in the order (e.g. Incoterms) call for passage of risk at a different time, risk of loss of, or damage to, the Goods shall pass to the Purchaser on delivery of the Goods to it by the Company.
10.2 The Company and the Purchaser expressly agree that until
the Company has been paid in full for the Goods or any other goods
comprised in any other sale contract between them, or until all other
monies due from the Purchaser to the Company on any sum accounted for
has been paid in full:
(i) legal title and beneficial ownership of the Goods remain with the Company;
(ii) provided the Goods are still in existence and have not been re-sold, the Company shall be entitled at any time to require the Purchaser to deliver up the Goods to the Company and, if the Purchaser fails to do so, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods;
(iii) notwithstanding any repossession or removal of the Goods by the Company from the Purchaser, the Purchaser shall remain liable to pay the price for the Goods and any interest accruing thereon;
(iv) any Goods repossessed by the Company may be sold by the Company and the proceeds of the sale set off against the amount due to the Company from the Purchaser in respect of the Goods. Any balance remaining of the proceeds of the sale should be paid to the Purchaser but if the proceeds of sale are not sufficient the Purchaser shall remain liable to pay to the Company the amount remaining due together with any interest accruing thereon;
(v) the Purchaser shall hold the Goods as the Company's fiduciary agent and bailee, and shall protect and insure and store or otherwise keep the Goods in a safe and proper manner in internal storage yards and in such a way as clearly to indicate to the Purchaser and third parties at all times that the Goods are owned by the Company and that the price for the Goods has yet to be paid by the Purchaser and shall not remove, obscure or delete any mark or label placed on the Goods by the Company which may enable the Goods to be so identified, but shall be entitled to re-sell as the Company's agent or use the Goods in the ordinary course of its business and on normal commercial terms provided that on any such sub-sale:-
(a) the Purchaser acting as agent has no authority to bind the Company vis-à-vis the sub-purchasers;
(b) on request by the Company, the Purchaser shall hold the whole of the proceeds of sub-sale in a separate bank account, details of which shall be provided to the Company;
(c) on request by the Company, the Purchaser shall provide the Company with details of all sub-sales, to include the price, quantity and identity of sub-purchaser; and
(d) the Purchaser shall, on the request of the Company, assign to the Company all rights, which the Purchaser may have against the sub-purchaser. The Purchaser shall indemnify and keep indemnified the Company in respect of any proceeding, action or claim of any nature whatsoever made or brought by any sub-purchaser against the Company in respect of the Goods;
(e) any failure by the Company to enforce these provisions, whether or not after knowledge of any breach, shall not constitute waiver of such breach.
11.1 Delivery of the Goods shall be made (i) where the Purchaser?s order specifies the building site to which the Goods should be delivered, by delivery by the Company at any time during ordinary hours of construction to the building site, and (ii) where the Company agrees in writing to deliver the Goods to some other place or to store the Goods for the Purchaser, by the Company delivering the Goods to that place and placing the Goods in storage.
11.2 Any dates quoted for delivery of the Goods are approximate only. The aggregate liability of the Company, its officers, employees and agents to the Purchaser arising out of any delay to delivery of the Goods howsoever caused shall in no circumstances exceed one per cent of the contract price per week (commencing the first week after the date for delivery set forth in the order) up to a maximum of twenty weeks.
11.3 Time for delivery shall not be of the essence, unless
expressly agreed by the Company
11.4 The Goods may be delivered by the Company in advance of the quoted delivery date
upon the Company giving reasonable notice to the Purchaser.
11.5 Where the Goods are to be delivered by instalments, Art.
73 CISG shall apply in
connection with the instalment concerned.
11.6 If the Purchaser fails to collect the Goods or fails to give the Company adequate delivery instructions or otherwise to accept delivery (otherwise than by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may store the Goods until actual delivery and charge the Purchaser its reasonable costs (including insurance) of such storage or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling costs) charge the Purchaser for any shortfall below the price under the Contract or, where the Purchaser has paid the price of the Goods to the Company, the Company may account to the Purchaser for the excess over the price under the Contract.
11.7 The Purchaser shall inspect and/or test the Goods within 30 days of delivery or if the Goods are to be installed prior to 30 days after delivery, within 72 hours of the proposed installation. If the Purchaser does not inspect or test the Goods within the time specified or if:
(i) within 30 days after delivery of the Goods, and prior to their use or re-sale, the Purchaser does not serve upon the Company a written notice specifying any defect in the quality or state of the Goods or other respect in which the Goods are not in accordance with the Contract which would be apparent to a reasonable purchaser upon a careful inspection or testing or stating why the Goods are not otherwise in accordance with the Contract and does not provide to the Company a reasonable opportunity to inspect and test the Goods before any making good or replacement is undertaken; or
(ii) upon discovery of a defect in the quality or state of the Goods or other respect in which the Goods are not in accordance with the Contract which would not be apparent to a reasonable purchaser upon careful inspection or testing, the Purchaser does not serve upon the Company written notice of such defect or other respect within seven days of its discovery and in any event not more than 12 months after receipt of the Goods, specifying the matters complained of and allowing the Company a reasonable opportunity to inspect the Goods before any making good or replacement is undertaken. The Purchaser shall not be excused from providing such opportunity by reason only of the incorporation of the Goods in the property of a third party or by the location of the Goods in, upon or under the premises or land of a third party then the Purchaser shall be deemed to have accepted the Goods and it shall be conclusively deemed that the Goods are in accordance with the Contract, and the Purchaser shall not be entitled to reject the Goods on the grounds of anything which such testing or inspection reveals or would have revealed.
12 Exclusions and Limitations of Liability
12.1 Save in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Purchaser by reason of any representation or any implied warranty, condition or other term or duty at common law, or under the express terms of the Contract, for any indirect, pure economic, special or consequential loss or damage (including, without limitation, any actual or expected loss of profit, loss of revenue, loss of goodwill or loss of opportunity) whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) arising out of or in connection with the supply of the Goods or their use or resale by the Purchaser save as expressly provided in this Contract.
12.2 Notwithstanding section 12.1 above, the aggregate liability of the Company, its officers, employees and agents to the Purchaser arising out of any act, omission, event or circumstance or series of acts, omissions, events or circumstances relating to these conditions shall in no circumstances exceed the contract price.
13 Defective Goods
Without prejudice to the terms of section 3 above the Company may at its own discretion replace such of the Goods as are to its satisfaction shown to be defective, provided that:
13.1 written claim in accordance with section 11.7(i)
above is made to the Company within
30 days of delivery of the Goods;
13.2 this condition shall not require the Company to replace any Goods damaged in transit;
13.3 the Company may, at its sole discretion, satisfy its obligations to the Purchaser under this condition by either repairing the defective Goods or by refunding the purchase price or a proportion thereof in respect of the defective Goods;
13.4 where the Company elects to refund the purchase price or a proportion thereof under section 13.3 above the Purchaser shall hold the defective Goods concerned to the order of the Company for a period not exceeding three months;
13.5 the Company shall be under no liability in respect of any
defect in the Goods arising from
any drawing, design or specifications supplied by the Purchaser; and
13.6 the Company shall be under no liability in respect of any defect arising from fair wear and tear, unlawful damage, negligence, improper storage, atmosphere conditions, failure to follow the Company's instructions (whether oral or in writing) on installation, damages from reinstallation of Goods which have been de-installed or alteration of the Goods without the Company's express written approval;
13.7 the Company shall be under no liability if the total
purchase price of the Goods has not
been paid in accordance with section 8 above.
Without prejudice to sections 13.2 and 15.1, the Company may at its
sole discretion replace such Goods as are to its satisfaction
shown to have been damaged in transit and make up all shortages in
quantities of the Goods which are to its satisfaction shown to have
arisen during transit, provided that:
(i) a written claim specifying the nature and extent of the damage or of the shortages is made to the Company within seven days of delivery; and
(ii) the Company may at its sole discretion elect to repair the damage to the Goods or refund the purchase price or a proportion thereof in respect of the damaged or missing Goods.
15 Delivery of Incorrect Goods
15.1 Delivery to site or to the Purchaser's premises of the
wrong quantity of Goods or of the
Goods mixed with goods not included in the Contract shall not give the Purchaser the right to reject the goods and in such circumstances:
(i) in the case of delivery of a quantity less than the quantity ordered, the Company shall (save where the deficiency in quantity has arisen during transit) make up the deficiency within a reasonable time of the receipt of a written notice provided by the Purchaser within seven days following delivery; and
(ii) in the case of delivery of a greater quantity than the quantity ordered by the Purchaser, the Purchaser shall at its election either pay for the excess at the rate per item prevailing at the date of the Contract and generally in accordance with the relevant provisions of these conditions or return within fourteen days of delivery any excess to the Company at the expense of the Company.
15.2 Where the Purchaser elects under section 15.1(ii) to pay for any excess, the excess so retained shall, for the purposes of these conditions, be deemed to be included in the Goods.
16 Force Majeure
The Company shall be entitled at any time before or after the Purchaser's order form is submitted to cancel or only partially to perform any Contract arising out of such an order form by reason of any event, accident or omission wholly outside the control of the Company (including without prejudice to the generality of the foregoing any act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, prohibitions or measures of any kind on the part of any national or local government or parliamentary authority; import or export restrictions, regulations or embargoes; strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery) which prevents or substantially hinders the Company from wholly or partly performing its obligations under the Contract.
If any provision of these General Terms and Conditions is null and void or unenforceable, the remaining provisions shall remain in full force.
18 Governing Law; Jurisdiction
Unless otherwise agreed, these conditions of contract shall for all purposes be governed by and construed in accordance with the law of the Kingdom of The Netherlands including the United Nations (Vienna) Convention on the International Sale of Goods ("CISG"). The jurisdiction for resolution of disputes shall be the courts of Rotterdam. Notwithstanding the above, at its sole discretion, the Company may bring an action under the law of, and in the courts of, the principal place of business of the Purchaser