5964 NS Meterik
K.v.K nr: 12021520
BTW nr: NL006896030B01
Geschäftsführer / Executive Director:
Verantwortlich nach § 6 Abs.2 MDStV / Responsibility: Helmut Ruppert
GENERAL TERMS OF DELIVERY AND PAYMENT FOR EXPORT
For AGRIDENT BV and AGRIDENT GmbH - called AGRIDENT -
These General terms of sale, delivery and payment shall be applicable to all quotations by AGRIDENT and agreements concluded by AGRIDENT, to all agreements, sales and deliveries of products resulting from said agreements, including services connected with them, except for such modifications as are expressly agreed in writing between both parties. A single reference from Buyer to purchase or other terms shall only be accepted by AGRIDENT after full acceptance in writing.
2. Quotation and orders
2.1 Except for a written statement of the contrary, all quotations by AGRIDENT are at all times without engagement. Oral or written orders will be confirmed in writing (by letter or fax) by AGRIDENT within five working days and AGRIDENT shall only be bound after this written confirmation. Buyer is entitled to lodge a notice of objection within two working days after receipt of the confirmation. After this period the confirmation shall be supposed to be an incorporate part of this agreement. Quotations and commitments from AGRIDENT salesmen shall be under no obligation, until after AGRIDENT has accepted them in writing.
2.2 Product data sheets, illustrations, catalogues, brochures and the like only have an explanatory purpose with an approximative character and shall in no way bind AGRIDENT.
3.1 Unless agreed otherwise, all prices will be Ex Works, Barsinghausen (Germany), including packaging but excluding V.A.T., expressed in Euro. Cost of transport and insurance premiums shall be charged to Buyer separately.
3.2 The prices as mentioned by AGRIDENT are based upon the prevailing monetary relations of domestic and foreign exchange rates, labour costs, cost price of electronic products, import duties, taxes and other levies and subsidies and the like at the time of the conclusion of the agreement. Should one of these cost price constituents be increased after the confirmation of order, but before de livery of the product, AGRIDENT will be entitled to pass on those increases to Buyer within reasonable limits.
3.3 In case the delivery date has fully expired, rises in price that take place after that date can not be passed on, unless the delay of delivery was caused through no fault of AGRIDENT.
4. Delivery4.1 The products are delivered CIF or CIP, dependent the form of transport. Delivery terms are ex Works Horst (the Netherlands) or Barsinghausen (Germany) according to lncoterms 1990.
4.2 The terms of delivery are determined per transaction. The time of delivery will commence with the conclusion of the agreement in accordance with the provisions of Article 2 and after Buyer has handed over to AGRIDENT all documents, data, licences and the like, required for the execution of the agreement, together with a security of payment, if agreed upon, from Buyer, possibly with the confirmation of a letter of credit.
4.3 The time of delivery is based upon the circumstances prevailing at the time of the conclusion of the agreement. Any delay resulting from changes in said circumstances or when timely ordered materials required for the execution of the agreement, are not available in time, the time of delivery will, all circumstances considered, be prolonged by a reasonable period.
4.4 Indicated times of delivery can never be considered to be deadlines, unless agreed otherwise. In case of imminent excess of delivery time AGRIDENT and Buyer shall consult each other as soon as possible. Any extravagant excess of delivery time shall entitle Buyer to cancel the agreement, however only after proper, written proof of default.
4.5 The indicated delivery times under this article are to be understood to mean the delivery times as mentioned in the confirmation of order by AGRIDENT.
5.1 Unless agreed otherwise, all invoices are payable within 30 (thirty) days from the date printed on the invoice and are to be paid in Euro without any deduction or compensation, into a bank account in the Netherlands.
5.2 In case of overdue payments, Buyer is deemed to be in default, without injunction, proof of default or intervention of the court and shall forthwith be charged the legal interest of the amount due together with any collection charges. Moreover, AGRIDENT shall, in case of overdue payments, without prejudice to his further legal rights as well as additional rights resulting from the agreement be free to choose either to postpone further deliveries or to consider the agreement to be terminated without intervention of the court.
5.3 At all times the full purchase sum shall be payable at once, when the agreed time of payment expires, when Buyer goes bankrupt, is granted a moratorium or is made a ward of court, when his possessions are distrained or at Buyer's decease - being a natural person - or when Buyer winds up or goes out of business.
5.4 Any costs made by AGRIDENT being the result of overdue payments from the part of Buyer, including collection charges made by third parties that had to be called in by AGRIDENT, are for the account of Buyer. The non- legal expenses are fixed at 15% of amounts due to a limit of Euro. 700.-, with a minimum of Euro. 50.- plus V.A.T., and for claims higher than Euro. 700.-, 10% of the amount due plus V.A.T.
Before delivery or continuation of delivery AGRIDENT is entitled to stipulate for adequate security as to the observance of Buyer's obligations of payment or to insist on payment in advance by Buyer.
7.1 Should delivery have taken place before payment of the entire sum due on account of the agreement, the delivered products will remain the property of AGRIDENT, until the full purchase amount, including any costs of collection and interests for such delivery, has been paid.
7.2 Buyer will not be entitled to alienate the product in any form, to burden it, to put it in pledge or to put the product in the hands of third parties in any other way, until the product has been transferred to the ownership of Buyer. However, Buyer is authorised to resell the product to a third party in the proper execution of his activities. Buyer shall at all times assist AGRIDENT in the implementation of his right of ownership.
The products delivered by AGRIDENT comply with the standards prevailing in the line of business, specified under NEN 1010, NEN 2439 and NEN 5152.
9.1 Complaints regarding shortages or visible damages must, immediately after delivery of the products, be referred to AGRIDENT by fax, in default of which the complaint will not be dealt with.
9.2 Other complaints must be laid to AGRIDENT in writing within eight days after delivery stating the exact nature and cause of the complaint; in default of which Buyer will have accepted the product unconditionally, barring the provisions of Article 10 regarding guarantees.
9.3 Complaints put in differently, or to agents, retailers, sales representatives etc., will have no validity and are at all times non-effective.
9.4 The products may only after written approval by AGRIDENT be returned. If the product(s) is/are returned without any valid reason; all costs going with the complaint are for the account of Buyer.
9.5 Complaints regarding questionable or defective products do not postpone the obligation of payment, even if AGRIDENT authorised their returns.
10.1 AGRIDENT warrants to Buyer that the product will be free from defects in workmanship and material the technical level being in full conformity with the promised standards for a period of 12 months after delivery, provided the product is handled with good sense.
10.2.1 Buyer shall notify AGRIDENT in writing of any defects immediately after discovery Such claims must be put in before the period of guarantee has expired. After its expiration Buyer will have lost all claims regarding said defects.
10.3 After receipt of the notice contained in previous section, AGRIDENT shall remedy the defects at his own expense as soon as possible, barring the provisions of subsection 4 of this article. Buyer shall return defective products as contained in this article, for repair or replacement to AGRIDENT carriage paid. In such cases AGRIDENT will be considered to have fulfilled the obligations contained in this article regarding said defective product(s), after AGRIDENT has repaired or replaced the defective product(s) adequately.
10.4 All products to be claimed shall only be repaired or replaced in accordance with this article, after AGRIDENT has justified and endorsed the complaints.
10.5 In case AGRIDENT has found the complaints valid, the transport charges for the products complained about, are for the account of AGRIDENT.
10.6 Any defects brought to the products resulting from faulty application, amateurish installation, external calamity or revisions or repairs by Buyer and/or third parties, invalidate every right of guarantee.
10.7 Barring the provisions of this article, Buyer shall not be entitled, in case of a defect that, pursuant this article, should be replaced or repaired by AGRIDENT, to cancellation, compensation or postponement of his obligations of payment.
11. Intellectual Property Rights Indemnity
1 1.1 Both the copyright and all other rights of intellectual or industrial ownership on software, hardware or other equipment, shall at all times remain the exclusive property of AGRIDENT.
11.2 Subject to the explicit permission writing by AGRIDENT, Buyer shall not be authorised to bring about any modifications or alterations to the product or provide it with a different trade mark.
12.1 In case of accountable non- observance of the agreement AGRIDENT shall at all times only be liable for the reimbursement of maximum the netto invoice value of the products.
12.2 Barring aforethought or obvious proof of default, AGRIDENT shall under no circumstance be liable for any other form of damage, inducing direct or indirect damages, incidental or consequential damages or damages for loss of time, profit or expectation of profit of whatever nature. Furthermore, AGRIDENT shall not be liable for damages resulting from delay or exceeding delivery times and damages caused by information or advice given by Agrident GmbH, the content of which is not expressly part of a written agreement, barring aforethought or obvious proof of default.
12.3 Buyer shall warrant AGRIDENT against any claims of third parties, for which AGRIDENT pursuant these provisions cannot be held responsible.
13. Force Majeure
13.1 Unforeseen circumstances of force majeure such as war, civil unrest, riot, fire, earthquake and other nature acts of elements that are beyond the reasonable control of AGRIDENT, independent of their occurrence at AGRIDENT, its suppliers or transport companies called in, or in case of such changes of circumstances, that further fulfilment of obligations by AGRIDENT cannot be demanded in all fairness, AGRIDENT shall have the right to cancel its quotations, postpone the time of delivery or terminate the agreement without recourse to arbitration and without any obligation of indemnity.
13.2 If AGRIDENT has the intention of referring to circumstances of force majeure as stated above, Buyer will have to be notified at once of the commencement as well as of the termination of such.
14. Contravention of the Law
If any provision of these General Terms is held to be invalid or unenforceable, said provision shall be deemed to be non-existent It shall, however, not affect any other provision of these General Terms
15. Governing Law
All agreements and obligations rising from them, fully or partly applicable to these terms, are exclusively subject to the Law of the Netherlands, to the exclusion of the Vienna Sales Treaty 1980.
All disputes will be settled, on indication of AGRIDENT, by the qualified judge in the Netherlands, whose Court is within the residence of AGRIDENT, unless the Law obligatory assigns another judge.
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