Annex 1 – Terms & Conditions of FilmFabriek B.V.
1. The following Terms & Conditions shall apply to every order accepted by FF. When reference is made to the Terms & Conditions, such reference includes the order on the basis of which these Terms & Conditions have been made applicable to the legal relationship between FF and the customer.
2. Any orders and oral agreements require our written confirmation of acceptance in order to be binding.
3. Our offers may be subject to reasonable alteration, unless specifically agreed otherwise. The prices for our products are ex works without packaging and transport. In case of statements of estimated costs, such expectations and projections may also be subject to
change. We reserve the right to charge a reasonable mark-up to our prices in case of unexpected increases of variable costs (i.e. costs of materials) and, if applicable, unexpected alterations in exchange rates.
4. Any order placed with FF as evidenced by the written acceptance by FF thereof, can no longer be cancelled. If FF regardless agrees to the cancellation of the order, any costs and expenses incurred by FF and at least 25% of the net order value shall always be due and payable.
5. We reserve our exclusive rights and claims to any drafts, tracings, pictures, drawings, tables, circuit diagrams and any other production documents related to our products that may be provided to any (potential) customer. Such drafts, tracings, pictures, drawings,
tables, circuit diagrams and other production documents may not be given, shown to or otherwise brought to the knowledge of any third party without our express prior written consent. They are to be returned at any time if so requested by us. Any and all intellectual property rights or rights of know-how which are developed by FF in the development and production of its products shall solely
vest in FF and such intellectual property rights and know how are not transferred to the customer as part of any
order placed with FF.
6. Dutch law applies to these Terms & Conditions for business and the competent court to take note of any disputes hereunder shall be the court of Rotterdam, The Netherlands. Other Terms & Conditions shall only be binding if accepted by us in writing. In case of the
applicability of the Terms & Conditions of FF and the Terms & Conditions of a contractual counterparty, these Terms & Conditions of FF shall prevail.
1. Any transactions related to products of FF or services rendered by FF shall be in Euros, unless agreed otherwise. In case FF accepts payment in another currency, the customer shall be required to gross up such payment with such amount as is required to compensate FF for any exchange rate fluctuations and related banking fees. We reserve title to the delivered products until complete
payment of all claims due to us from the business relationship regardless of legal basis. We shall be allowed to suspend any of our obligations hereunder if and to the extent the customer does not perform its obligations hereunder.
2. Payments to be made for orders or services are to be made according to the terms of payment agreed upon. In the absence of specific agreements any orders shall be shipped within 10 weeks of receipt of payment Payments received will be credited against the oldest invoice due.
3. If the customer is in default of payment or his solvency seriously worsens we may demand immediate payment of any and all claims, regardless of whether they have become due and payable.
4. In case of a default of payment and without prejudice to any other rights we may have, interest at a rate of 5% per annum shall accrue over any overdue payment as from the date such payment become overdue.
1. Shipping is done at the customer’s expense and risk and, unless otherwise directed, transport insurance will only be closed at the customer’s express wish and expense, except when (at our discretion) it is deemed essential.
2. Any dates for delivery and performance are of an indicative nature only. FF strives to meet such dates but is entitled to reasonably extend such term, especially when there are delays such as for order clarification, processing and availability of parts and resources.
3. Force majeure and other events for which we are not at fault that may keep the order from being carried out smoothly and in particular a delay of our supplier’s deliveries, strikes, scarcity of energy or materials entitle us to extend the delivery or to rescind the agreement in
whole or part without giving rise to claims on the part of the customer. This shall also apply if said events occur at a time when we are already in default of delivery.
4. In case we accept an obligation to repair any product or parts sold, we strive to do so in an expedient and efficient manner. We shall be allowed to deliver parts of equivalent value in exchange for defective parts. Replaced parts will not be returned.
Complaints, Defects, Warranty
1. Complaints about defects of delivered products must be reported in writing without delay and in any event within 15 days of receipt of the goods at the latest. Other defects are to be reported promptly and in any event within 25 days upon discovery.
2. If complaints or defects are not reported as set out above warranty claims are excluded. For prompt reports we shall only be responsible for replacement or respectively for warranty as set out in section 1 “Complaints, Defects, Warranty”. -3- V.20160414
3. FF warrants all assured characteristics as communicated to the customer and a lack of defects corresponding to the respective state of technology of products sold for a period beginning on the date of dispatch of the product until the first anniversary of such date. Changes in construction or design that we generally perform on goods before delivery shall not be deemed a cause for complaint.
4. In case of an event which qualifies as a warranty breach, FF shall at its discretion have the option to either remedy such breach by repairing the defective product or to replace the relevant product. In case of repair or replacement, the customer shall have no further claim for damages related to the defect. Ownership of any replaced parts shall transfer back to FF. FF may require the customer to ship the product back to FF for repatriation or reparation. In case of an invalid warranty claim, any costs and expenses related thereto shall be
borne by the customer.
5. There shall be no claim for cancellation or price reduction if FF is able to repair the defective product or replaces it.
6. Any and all warranty given by FF shall immediately cease when the product is altered in any way without authorization by FF and in case the product is not used in accordance with the instructions as communicated by FF. Any claims which are the result of improper treatment or regular wear and tear are excluded from the warranty. In particular (and without limitation) FF is not liable for damages resulting from the improper storage or climatic or other influences on the product.
7. The period of warranty is not extended or renewed by repair or delivery of a replacement.
8. FF may it its election choose to provide maintenance to the customer for which it shall be allowed to charge market rate maintenance fees. FF shall be allowed to have repair, service or maintenance orders carried out by third parties.
1. FF shall be liable for any damages hereunder which are the result of intentional harm by FF or its gross negligence.
2. In the event of a warranty claim for which FF agrees to compensate damages instead of repairing or replacing the relevant product, such damages shall only include direct monetary damages and not any indirect, consequential or unforeseen damages, loss of profits or
damages of a similar nature. FF shall not be liable on any other grounds than as set forth above. FF shall be the party responsible to compensate for damages, its directors, officers or employees can never be held liable.