General Terms and Conditions
Applying to contracts awarded by the Buyer to EURO-MIT STAAL B.V., Vlissingen, The Netherlands, hereinafter called the Seller and registered at the Chamber of Commerce Middelburg,
The Netherlands under number 22032623
1. In the event of prohibition of exportation, refusal to issue export license, act of God, war, blockade, embargoes, insurrection, mobilization, governmental direction, restrains of prices, rules and people or intervention of civil, naval or military authorities or other agencies of government, riots, civil commotions, warlike conditions, strikes, lockouts, slowdowns, sabotage, prolonged failure or shortage of electric current, plague or other epidemics, quarantine, fire, fold, wind flood, typhoon, hurricane, tidal wave, landslide, explosion, affecting the activities of Seller, the manufacture(s) or any other person, firm or corporation directly or indirectly connected with the sale, manufacture, shipment or delivery, or any other causes beyond the control of Seller or Force Majeure, Seller shall not be liable for any delay in shipment or delivery, or for non delivery, destruction or deterioration, of all or any part of the merchandise, or for any other default in performance of this contract arising there from, and Buyer is bound to accept the delayed shipment or delivery made within the reasonable time or to accept the cancellation of all or any part of this contract as the case may be.
2. Any charges for legalization of f.i. r invoices, certificates of origin etc., if required, shall be for the account of Buyer.
3. Shipment within the time stipulated shall be subject to freight being available. In case of FCA Vlissingen or F.O.B (port) contract, Buyer is bound to give shipping instructions in time and provide necessary shipping space; otherwise, Seller can dispose of he merchandise for Buyer’s account and risk.
4. In case of shipment in installments, each lot shall be regarded as separate and independent contract. Dates of the CMR document or bills of lading are to be taken as date of shipment.
5. Any new increased customs duties, taxes, import surcharges, or other governmental changes which become effective after the date of this contract and any additional freight, insurance and other charges relating to the sale, loading, unloading, delivery storage and transportation of the merchandise which could not have been foreseen on the date of this contract or which results from any of cause specified in Article 1 hereof shall be for the account of Buyer, even if the merchandise is sold on terms such as Duty Paid terms.
6. Insurance on C.I.F. sale shall be effected for the amount of Seller’s invoice plus ten (10) percent (%); any additional insurance required by Buyer to be at his own expense: unless otherwise stated, insurance to be covered for marine insurance only F.P.A. (free from particular average). Seller may, if he deems it necessary, insure against war risk at Buyer’s expense.
7. In case of payments by Irrevocable Letter of Credit, within … days from the orderdate , Buyer shall establish the irrevocable and confirmed letter of credit with a prime bank satisfactory to Seller which letter of credit shall be in form and upon terms satisfactory to Seller, and shall be in favor of Seller in an amount equal to …percent (%) of the total contracted purchase pricef, and shall provide that all payments shall be made only to the order of the negotiating bank. The letter of credit shall refer to this contract by its number, and shall authorize reimbursement to Seller for such sums, if any, as may be advanced by Seller for consular invoices, inspection fees and other expenditures made by Seller for the account of Buyer. The letter of credit shall also provide for partial availability against partial deliveries, and shall be maintained for a period of … days (not less than thirty (30) days) after the latest date set forth above that the merchandise is required to be available for delivery. If Buyer fails to establish such letter of credit within the time stipulated and in the form specified as above. Seller reserve the right to cancel the contract and Buyer is bond to reimburse Seller for any loss sustained from such cancellation.
8. Seller will not be responsible for any infringement with regard to patent, utility model, trademark, design or copyright whether in Seller’s country or any other places. Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright on the merchandise; all such rights are to be expressly reserved to the true and lawful owners thereof.
9. In case of any dispute and/or claim arises in connection with the above right and/or rights, Seller reserves every and all rights to cancel, and make null and void this contract at this direction and to hold himself free from any liability arising there from; Buyer shall be responsible for every loss and/or damage caused thereby.
10. Any claims by Buyer of whatever nature arising under this contract shall be made in writing (letter or e-mail) within thirty (30) days after arrival of merchandise at the destination specified in the CMR and/or bills of lading. Full particulars of such claim shall be made in writing (letter or e-mail, and forwarded by registered mail to Seller within fifteen (15) days after the date of the initial date of claim. Buyer must submit such particulars accompanied by sworn surveyor’s reports when the quality or quantity of the merchandise delivered is in dispute.
11. Notwithstanding any of the provisions of this or any other contract between Buyer and Seller, in the event that Buyer fails to make any payment in full for any shipment as and when due and payable under this contract or fails to carry out any of the other terms of this or any other contact with Seller or in the event of death of Buyer or if proceedings in bankruptcy or insolvency are instituted by or against Buyer, or a receiver is appointed for Buyer or in case of liquidation or dissolution of Buyer, any all installment or otherwise postponed or deferred payments, including interest there on, for shipments already made shall immediately become due and payable and Seller shall have the right to postpone the performance by Seller of this and any other contract with Buyer, to stop merchandise in transit, to terminate this contract and any other contract with Buyer, and so offsets any debts payable to Buyer by credits receivable from Buyer. Exercise of any of such right or rights shall be without prejudice to Seller’s rights to recover damages or loss resulting from any default by Buyer.
12. (a) Seller shall retain title to the goods sold until Buyer shall have paid in full all of its outstanding debts payable to Seller. Buyer shall properly maintain the goods at its risk, separately from other goods and insure them in favour of the Seller for so long as title to the goods is retained by Seller. Buyer shall be entitled to dispose of the retained goods or any processed goods in the normal course of business. Buyer shall assign to Seller the Buyer's right to claim from its customer the re-sale price and put the sales proceeds of the retained goods in the special account for and in the name of Seller. However, the Buyer's right to dispose of the retained goods shall lapse in the event of occurrence of any of the events described in clause 10 hereof. In such event, Buyer shall be under an obligation to surrender the retained goods to Seller. Seller or Seller's agent may enter the premises where the retained goods are located, with or without vehicles, for the purpose of repossessing the retained goods.
(b) In the event of any treatment or processing of the goods in respect of which title is retained by Seller, Seller shall be entitled to the new goods created in the ratio of the value of the retained goods to the value of the new goods. Buyer shall take all necessary steps to secure the interest of Seller in the new goods.