Incore means Incore-Cables B.V. registered at the Dutch Chamber of Commerce nr. 24346989. The buyer means the person, firm or company to be supplied with the goods by Incore. Goods mean the goods, materials and/or other items to be supplied as per contract. The contract means the contract for sale and purchase of the goods made between Incore and the purchaser to which these conditions apply.
The conditions apply to all sales of goods by Incore and shall prevail overall inconsistent terms or conditions contained and referred to in the purchasers order or in correspondence or elsewhere unless specifically agreed in writing by Incore and any conditions or stipulations to the contrary are hereby excluded or extinguished.
Unless otherwise expressly agreed in writing by Incore the goods are supplied only on these Conditions. If any of these Conditions conflict with any conditions stated in the Buyers order or the Buyer conditions of purchase these Conditions shall prevail. The applicability of the Terms and Conditions of the Buyer of goods from Incore is hereby expressly excluded. If one or more provisions of these Conditions at any time are wholly or partially invalid or voided, this shall not affect the validity of the remaining provisions.
No quotations issued by Incore is to be treated as an offer by Incore, but a non-committal basis to treat, open for the period stated therein of when no period is so stated, then within thirty days after the date of the quotation. If an order is placed on the basis of a quotation, such an order will be treated as an offer subject to these Conditions and are subject to Incore being able to purchase and obtain the necessary raw materials.
5. QUOTATION OF PRICES
Quoted prices will be subject to variation according to material and labor costs at the time of manufacture other than for price list items, which will be subject to the prices ruling at the date of dispatch.
Unless otherwise agreed the following items apply:
(a) The purchase price shall be payable in full on or before the last day of the calendar month following the month of dispatch. Payment received by the 20th day of the month of dispatch will earn a 2.5% settlement discount except for mains cable and drums, which are not subject to any settlement discount.
(b) Interest will be charged on all overdue accounts at 1% per calendar month.
(c) Without prejudice to any other rights of Incore, if any payment from the Buyer is overdue under this or any other contract between the parties Incore shall have the right to suspend or cancel this or such other contract in its entirety.
(d) If at any time the buyer is in default on any of the Terms and Conditions of the contract, particularly failure to pay any amounts due by the correct dates, all monies payable by the Buyer shall immediately become due.
(e) In the event of cancellation of part or whole of the Purchase Order by the Buyer Incore has the right to charge 100% of the costs of the cancelled goods. (f) If Incore has a reasonable fear that the Buyer will fail to comply, Incore may suspend its obligations until the Buyer has provided sufficient security for its obligations.
Incore will use its best endeavors to meet delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage howsoever arising (whether directly or indirectly) out of delay in or failure to make delivery of the goods held awaiting inspection and/or shipping.
8. CABLE LENGTHS
Unless engineering lengths are specifically requested, all lengths quoted by Incore are to be considered nominal and cables supplied may vary by up 3% above or below the lengths quoted. Every effort will be made to supply to the lengths quoted but other lengths may be supplied to meet the total quantity ordered. A surcharge may be added at the discretion of Incore if the Buyer requires lengths shorter than Incore’s standard lengths. All prices shall be on actual quantities supplied.
9. LATE SHIPMENT DUE TO INSPECTION OR SHIPPING NOT WITHIN THE CONTROL OF INCORE
Where Incore has given appropriate notice that goods are available for inspection and/or shipping, then if a delay occurs in inspecting and/or shipping through no fault of Incore, the Buyer will pay against invoice for that value of the goods held awaiting inspection and/or shipping.
10. DAMAGE OR LOSS IN TRANSIT
Incore in not responsible for damage or loss in transit. Carriers receipts should be signed “unexamined” and in the event of damage or shortage, notification must be sent within seven days of receipt to both the Carrier and Incore, and the Carrier shall retain the packing and contents for inspection. Goods consigned by parcel post are subject to the Regulations of the Postal Authorities. In the event of non-receipt of the goods by the Buyer within 10 days of the invoice date, Buyer shall notify immediately both the Carrier and Incore. If the Buyer fails to comply with the provisions of this article it shall be liable to pay for the goods undelivered or damaged as through they had been delivered in good condition.
11. FITNESS FOR PURPOSE
The Buyer shall determine the fitness of purpose of the goods for Buyer’s intended use and assume all risks and liability in connection therewith.
12. ALTERATION BY BUYER OF SPECIFICATION OF LENGTHS OF CABLE AFTER ORDER HAS BEEN RECEIVED
Notwithstanding anything to the contrary in any other terms and conditions Incore can claim for addition costs and possible extension of delivery date by notice in writing within 21 days of receipt in writing alterations as above. Incore can alternatively reject the order, or can re-quote the order, and can charge for any work done which cannot be utilized in the amended order.
13. TECHNICAL ADVISE OR ASSISTANCE OR RECOMMENDATIONS
Incore at the request of the Buyer, may, but without any obligation so to do, furnish technical advice or assistance or recommendation with reference to the use of the goods or materials sold hereunder, on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyer’s risk and Incore shall not be liable for any loss, damage costs or claim arising therefrom.
14. FORCE MAJEURE
If Incore is prevented (directly or indirectly) from taking delivery of the goods or any part thereof by reason of Acts of God, war, strikes, lockouts, industrial disputes, fires, explosions, breakdowns, failure of sources of supply of raw materials, shortages or delay in obtaining fuel supplies, interruption of transport, Government action, or any other cause whatsoever outside Incore’s reasonable control, Incore shall be under no liability whatsoever to the Buyer.
15. RETENTION OF TITLE
(I) All goods sold and delivered by Incore remain the property of Incore until such time as the Buyer has paid in full all that which is owed to Incore in connection with the underlying agreement and or in connection with agreements of the same nature, including damages, costs and interest.
(II) So long as the property of the goods remains vested in Incore, Incore shall be at liberty any time to retake possession of the goods and for that purpose to enter upon any premises of the Buyer.
(III) The Buyer has no right of retention with respect to these goods. (IV) In the event of processing, blending, mixing, etc of goods which are still property of Incore with other goods, Incore is considered to have become co-owner of the processed, blended, mixed etc. goods, even those other goods form the main part of the processed, blended, mixed, etc goods. (V) The Buyer shall on first demand by Incore pledge in advance the goods and its claims on customers or bank(s) to Incore (“Bezitloos pandrecht en stil pandrecht op vorderingen”). The Buyer hereby gives Incore an irrevocable power of attorney to do anything necessary (including but not limited to the execution and registration of deeds) to effect such pledge.
(1) All conditions, guarantees or warranties whether expressed or implied by statute common law or otherwise are hereby excluded
(2) Incore shall not be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by Incore or the use of any of Incore’s goods.
(3) Incore shall not be liable for damage to the property arising directly or indirectly from any defect in or failure of, or unsuitability for any purpose of the goods whether due to any act, omission, and negligence of Incore or its employees or agents or to faulty design, workmanship or materials.
(4) Buyer will indemnify Incore against all possible claims by third parties in respect to the order
(5) Notwithstanding the foregoing, Incore will supply new goods in exchange for any defective goods or, at Incore’s option, Incore will repair defective goods provided that the defect arises under proper and normal use and solely from faulty design, workmanship or materials and provided that written notice giving full details of the alleged defects is received by Incore within twelve months of the date of dispatch of the goods and within two months after discovery by the Buyer.
(6) In the event that a provision of this article is invalid or voided, the liability of Incore will be limited to the value of the order.
17. THIRD PARTY INDUSTRIAL RIGHTS
Where goods are supplied to the Buyer’s drawings, design or specifications the Buyer warrants that the manufacture, supply or sale by Incore will not infringe any Patent or Registered Design or Copyright and will indemnify Incore against all liability for any infringement and against all actions, proceedings, claims, costs, demands and expenses in relation thereto.
18. APPLICABLE LAW AND JURISDICTION
These Conditions and all Contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of The Netherlands and shall be subject to the exclusive jurisdiction of the Dutch Court in The Hague.