KABELWERK EUPEN AG, hereafter called "Vendor" undertakes to supply
Buyer with its products in accordance with the present conditions,
which constitute the entire agreement of the parties, notwithstanding any clause to the
contrary stated in Buyer's order or otherwise, except as otherwise
especially stated in writing and assented to in writing by an authorized representative of the Vendor.
II. Delivery and transfer of risks
Products which are made available at Vendor's plant are deemed
delivered, unless stated otherwise. Products will be transported at
Buyer's risks. Any claim regarding the invoice shall be addressed by Buyer to Vendor within 14
days following date of the invoice. After such term, Buyer will be
considered as waiving all his rights with respect to any claim.
III. Invoicing and payment
Goods will be invoiced to Buyer either on expedition date or on the
date they are made available at Vendor's plant, Eupen, Belgium. If
Buyer lacks giving any delivery instructions, Vendor may deliver and invoice a quantity of
goods inferior or superior - with a 10% maximum tolerance - to the
specific ordered quantity, except for contrary express clause embodied in this contract. Unless
stated otherwise, prices and payment conditions are free Vendor's
plant, Eupen, Belgium, including packing costs. Unless credit terms are stated
herein, Invoices are to be paid cash at the date of their issuance, at
the Vendor's address, net and free of any discount, unless stipulated otherwise in the special sales conditions.
IV. Penalties for delays in delivery
In case that Buyer insists on penalties for late deliveries, such
penalties are limited to 0,5% of the FOB value of the non delivered
goods for each full week of delay with a maximum of 5% of the value of the non delivered products.
No penalty shall be payable to Buyer in case of non delivery for
reasons of "force majeure" or any event beyond the control of Vendor.
Vendor warrants its products against faulty workmanship and use of
defective materials for a period of twelve months from the date of
installation of the goods and at the latest for a period of 18 months from the date of
delivery to Buyer or shipment. Vendor's obligation under this warranty
is limited to the repair or at its option to the replacement of the
concerned cable length and shall in no event exceed the purchase price
of the non conforming cable. Vendor is not liable in any way for consequential losses or damages.
VI. Property of the material - retention of title
The products shall remain the property of the Vendor until each and
every claim against the Buyer to which the Vendor is entitled under
this business relationship has been duly satisfied.
For the duration of the retention of title, the Buyer is prohibited
from giving the products in pledge or as security, and resale shall be
permissible only to resellers in the ordinary course of business and
only on condition that
the reseller receives payment from his customer or retains title so
that the property is transferred to the customer only after fulfilment
of his obligation to pay. In case of seizure or other acts or
interventions by third parties, the
Vendor shall be immediately informed thereof in writing by the Buyer.
In cases of fundamental non-performance of contractual obligations by
the Buyer, especially a delay in payment, the Vendor shall be entitled
to take back the products, totally or partly. The Buyer shall be
obliged to return the purchased products. The taking back, the
assertion of the retention of title or the seizure of the Secured Goods
by the Vendor does not mean termination of the contract except if
expressly stated by the Vendor.
This contract is governed by Belgian Law. In case of litigation, the Courts of Eupen will have exclusive jurisdiction.
VIII. Final remark
The conditions of supply, other than those mentioned herein, shall be in accordance with INCOTERMS.
Eupen, January 16th 2001