TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALE
TERMS AND
CONDITIONS
Panasonic
Electric
Works Europe OF
AG SALE
• Rudolf-Diesel-Ring-2 • 83607 Holzkrichen • Germany
Tel: +49 (0)8024 648 0 • Fax: +49(0)8024648 111
TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
INTERPRETATION
1.
In these
these Conditions:
Conditions: the
the “Seller”
“Seller” means
means Panasonic
Panasonic Electric
Electric Works
Works
In
firm or company
company to
Europe AG; the “Buyer” means the person firm
whom this form is addressed; “WEEE Directive”
Directive” means
means EC
EC
Directive
Directive 2002/96/EC
2002/96/EC on
on waste
waste electrical
electrical and
and electronic
electronic
equipment
equipment (WEEE)
(WEEE) and
and shall
shall include
include any
any applicable
applicable laws
laws or
or
regulations
regulations which
which implement
implement the
the same
same in
in England
England and
and Wales.
Wales.
2. GENERAL
2. GENERAL
All quotations are made and all orders are accepted subject to
All quotations
are made
and all
are accepted
subject
to
these
Terms and
Conditions
of orders
Sale (“the
Conditions”)
which
these Terms
Conditions
of Sale (“the
Conditions”)
which
supersede
anyand
earlier
sets of conditions
of the
Seller wherever
supersede and
any which
earlieroverride
sets of any
conditions
of conditions
the Seller stipulated
wherever
appearing
terms or
incorporated
referred
to byany
theterms
Buyer.
No modification
or
appearing andorwhich
override
or conditions
stipulated
addition
to these
Conditions
be binding
Seller unless
incorporated
or referred
to shall
by the
Buyer. on
Nothe
modification
or
made
in to
writing
signed by
an be
authorised
officer
the Seller.
addition
theseand
Conditions
shall
binding on
the of
Seller
unless
These
Conditions
shall
apply
to
the
entire
business
relationship
made in writing and signed by an authorised officer of the Seller.
with
the Seller, especially in regards to deliveries, services, offers
3. ACCEPTANCE
and acceptance
a) ACCEPTANCE
A tender by the Seller shall be open for acceptance within the
3.
period
statedbytherein
or if shall
no period
is stated
within 30 days
of the
the
a)
A tender
the Seller
be open
for acceptance
within
date ofstated
tendertherein
unlessorpreviously
withdrawn.
tender
limited
to
period
if no period
is stated A
within
30 is
days
of the
such
goods
as
are
specified
therein.
b)
If
the
Buyer
wishes
to
date of tender unless previously withdrawn. A tender is limited to
such
as arethe
specified
therein.
b) If the
to
make goods
an orderon
basis of
the tender
suchBuyer
orderwishes
must be
make
an orderbyonsufficient
the basisinformation
of the tender
such order
must be
accompanied
to enable
the Seller
to
accompanied
informationDelay
to enable
the Seller
to
proceed with by
thesufficient
order forthwith.
in supplying
such
proceed
with
Delay the
in tender
supplying
such
information
maythe
leadorder
to theforthwith.
need to revise
prices.
c)
information may lead to the need to revise the tender prices. c)
The contract
contract incorporating
incorporating these
these Conditions
Conditionsis
when the
the
The
is created
created when
Seller confirms
confirms acceptance
acceptance of
of the
the order
order in
in writing
writing (“the
(“the Contract”).
Contract”).
Seller
4.
CANCELLATION
AND
VARIATION
4. CANCELLATION AND VARIATION
No order
order which
which has
has been
been accepted
accepted by
by the
the Seller
Seller may
may be
be altered
altered
No
writing of
of
or withdrawn by the Buyer except with the agreement in writing
the Seller on terms that the Buyer shall indemnify the Seller in
in full
full
against
against all
all losses
losses (including
(including loss
loss of
of profit)
profit) costs
costs (including
(including the
the cost
cost
of
of all
all labour
labour and
and materials
materials used)
used) damages
damages charges
charges and
and expenses
expenses
incurred
incurred by
by the
the Seller
Seller as
as aa result
result of
of such
such alteration
alteration or
or withdrawal.
withdrawal.
The Buyer shall indemnify the Seller against all additional costs
The Buyer
indemnify
the Seller
against
all additional
costs
incurred
by shall
the Seller
resulting
from any
alteration
or withdrawal
incurred
by by
thethe
Seller
resulting
from any
or withdrawal
of
an order
Buyer
made without
thealteration
written consent
of the
of an order
the Buyercosts
madeshall
without
written
consent
of the
the
Seller.
Suchbyadditional
be the
paid
forthwith
upon
Seller. Such
additional costs shall be paid forthwith upon the
Seller’s
demand.
Where
payment
for
an
order
is
outstanding
(including
where
such
Seller’s demand.
order
has attracted interest as outlined in clause 6 (c) below), and
5. PRICES
the
credit
limitofofthe
Buyer
is exceeded,
Seller
is quoted
in its sole
a) The
price
goods
shall be the
price
bydiscretion
the Seller
able
to
cancel any
orders
placed
byacknowledgement
Buyer.
and confirmed
in the
Seller’s
order
(E&OE).
5. PRICES
b) The Seller reserves the right by giving notice to the Buyer at
a) The price of the goods shall be the price quoted by the Seller
any confirmed
time before
to increase
the price of goods
to reflect
and
in delivery
the Seller’s
order acknowledgement
(E&OE).
anyThe
increase
in cost tothethe
Seller
whichnotice
is dueto to
factor
b)
Seller reserves
right
by giving
theany
Buyer
at
beyond
reasonable
of the Seller.
any
timethe
before
deliverycontrol
to increase
the price of goods to reflect
c) Prices
quoted
basedwhich
on the
ratefactor
valid
any
increase
in are
costcalculated
to the Seller
is exchange
due to any
beyond
controlThe
of the
Seller.reserves the right to
at the the
datereasonable
of quotation.
Seller
c)
Prices quoted
are calculated
based on the
exchange
rate valid
recalculate
its quoted
and acknowledged
prices
in the event
that
at
the
date
of
quotation.
The
Seller
the rightwith
to
there is a deviation of more than 5% in thisreserves
rate as compared
recalculate
its rate
quoted
and
acknowledged
the exchange
at the
date
of invoice. prices in the event that
there is a deviation of more than 5% in this rate as compared with
d) Prices
quoted
a single
order for call off at a rate to be
the
exchange
rateapply
at thetodate
of invoice.
agreed
over
a period
12 months
of to
order.
d)
Prices
quoted
applynot
to exceeding
a single order
for call from
off atdate
a rate
be
e)
Unless
otherwise
stated
the
price
is exclusive
of any
applicable
agreed over a period not exceeding 12
months from
date
of order.
value
added
tax.
e)
Unless
otherwise
stated the price is exclusive of any applicable
value
added
tax. to the contrary all prices are ex warehouse
f) Unless
stated
f)
Unless stated
to the contrary
prices are2010],
ex warehouse
Pfaffenhofen,
Germany
[EXW, all
Inco-terms
including
Pfaffenhofen,
Germany [EXW, Inco-terms 2010], including
packaging.
packaging.
g) Unless otherwise stated the price is exclusive of all costs
g)
Unless
otherwise
stated12the
referred
to in
sub-condition
(1).price is exclusive of all costs
referred to in sub-condition 12 (1).
6. TERMS
TERMS OF
OF PAYMENT
PAYMENT
6.
a) Unless
Unless otherwise
otherwise agreed
agreed in
in writing
writing with
with the
the Seller
Seller payments
payments
a)
shall be
be made
made net
net without
without any
any deduction
deduction within
within 30
30 days
days from
from the
the
shall
date of invoice.
b) The charges and expenses of Buyer's
bankbank
incurred
in relation
Customer's
incurred
in
to
a bank
shall be shall
bornebe
byborne
Buyer,
the charges
and
relation
totransfer
a bank transfer
bywhile
Customer,
while the
expenses
of Sellers’
bank
shall bebank
borneshall
by Seller.
charges and
expenses
of Sellers’
be borne by Seller.
c)
In
addition
to
any
other
rights
Seller
has,
the
Seller
reserves
c) The Seller reserves the right to charge interest on any amounts
the right to charge interest on any amounts unpaid at the end of
unpaid
at the
enddays
of this
period
of 30
atRate
3% above
Base
this
period
of 30
at 3%
above
thedays
Base
for thethe
time
Rate for
the time
being Bank
in force
of Royal Bank
of the
Scotland
and
being
in force
of Royal
of Scotland
plc and
Buyerplc
shall
theliable
Buyerfor
shall
liable
for anyby
costs
incurred
by the Seller
in
be
anybe
costs
incurred
the Seller
in recovering
such
recovering
such
amounts.
amounts.
7. STORAGE
Upon
the Buyer being in default of its payment obligations under
these
Conditions,
Seller
in its full
soleforwarding
discretioninstructions
if it believestoBuyer
If the Seller
has not
received
enable
can
not
fulfill its
under
this after
Agreement,
can to
require
the despatch
of obligations
goods within
14 days
notification
the the
Buyer
to fulfill
allfor
itsdespatch
obligations
Seller;
Buyer on
thatdemand
goods are
ready
or toward
if the Buyer
fails to
including
the payment
of the
any of the
take delivery
of the goods
onbalance
the dateofspecified
forBuyer’s
delivery
running accounts and/or orders
(without
prejudice
to
any
other
right
or
remedy
of
the Seller) the
7. STORAGE
Seller
shall be
to arrange
storage and
charge costs
If
the Seller
hasentitled
not received
full forwarding
instructions
to enable
(including
insurance)
incurred
to the
Buyer. to the
the
despatch
of goodsthereby
within 14
days after
notification
8. PACKING
Buyer
that goods are ready for despatch or if the Buyer fails to
take
delivery
of the
goods
on the date
for delivery
All goods
unless
stated
otherwise
shallspecified
be despatched
in
(without
prejudice
any
other
right
remedy
of the Seller) The
the
packaging
suitabletofor
road,
rail,
seaorand
air transportation.
Seller
be entitled
toto
arrange
charge
costs
Seller shall
reserves
the right
chargestorage
for any and
special
packaging
(including
insurance)
thereby
incurred
to
the
Buyer.
requirements of the Buyer.
8.
9. PACKING
RISK
All goods unless stated otherwise shall be despatched in
All risk including
that
damage
to orand
lossairoftransportation.
the goods shallThe
pass
packaging
suitable
forofroad,
rail, sea
to the Buyer:
Seller
reserves the right to charge for any special packaging
a) within 3 days
after
the time when the Seller notifies the Buyer
requirements
of the
Buyer.
that
the goods are available for collection in the case of goods to
9.
RISK
All
including
of damage
to oror
loss of the goods shall pass
be risk
supplied
at thethat
Seller’s
premises;
to
Buyer:
b) the
at the
time the goods are despatched from the premises of the
a)
within
3
days
after
the
time
when
the
Seller
notifies
Seller or if the Buyer wrongfully fails to take
delivery
of the
the Buyer
goods
that
thetime
goods
arethe
available
for collection
in the case
of goods
at the
when
Seller has
tendered delivery
of the
goods to
in
be supplied at the Seller’s premises; or
the
case
of
goods
to
be
supplied
otherwise
than
from
the
Seller’s
b) at the time the goods are despatched from the premises of the
premises;
Seller
or if or
the Buyer wrongfully fails to take delivery of the goods
c) the
at the
time
of delivery
of has
the tendered
goods to delivery
a carrieroffor
to
at
time
when
the Seller
thedelivery
goods in
the case
Buyerof in
the to
case
of goodsotherwise
to be supplied
a Seller’s
manner
the
goods
be supplied
than frominthe
premises;
or as set out in a) and b) above.
otherwise than
c)
the time of delivery
of the goods to a carrier for delivery to
10.atRETENTION
OF TITLE
the
in the
case and
of goods
to that
be supplied
a manner
(1) ItBuyer
is hereby
agreed
declared
until full in
payment
has
otherwise
than as
set out
a) andfor
b) above.
been received
from
the inBuyer
goods the subject of this
10.
RETENTION
OF
TITLE
Contract and any other contract for the time being outstanding
(1) It is hereby agreed and declared that until full payment has
between
the Seller
andthe
theBuyer
Buyer:for goods the subject of this
been
received
from
a) the goods
the property
of the
and
the Buyer
Contract
andshall
any remain
other contract
for the
timeSeller
being
outstanding
shall holdthe
theSeller
goodsand
as the
the Buyer:
Seller’s fiduciary agent and bailee;
between
b) the goods
Buyer shall
shall remain
store and
the goods
in such
manner
that
a)
thelabel
property
of the Seller
and
the Buyer
shall
goods
as remain
the Seller’s
fiduciary
agent
and
bailee;
they hold
shall the
at all
times
separate
from
other
goods
in the
b)
the Buyer
shall store
label the
in suchgoods
manner
that
Buyer’s
possession
and and
identifiable
asgoods
the Seller’s
insured
they
shall
all times remain
separate
for their
fullatreplacement
value against
allfrom
risks;other
and goods in the
c) the Seller
its servants
or agents as
shall
entitledgoods
to repossess
Buyer’s
possession
and identifiable
thebeSeller’s
insured
thetheir
goods
to enter upon
land or
for
fulland
replacement
valuethe
against
all buildings
risks; andof the Buyer for
thethe
purpose
repossession
they
have to
already
been
c)
Seller of
its such
servants
or agents unless
shall be
entitled
repossess
the
goods and to enter upon the land or buildings of the Buyer for
resold.
the
purpose
of
such
repossession
unless
they
have
already
been
(2) In the event that the goods have already been resold the
resold.
Seller shall be entitled to the proceeds of the resale in the hands
(2)
In the
event
that liquidator
the goodsorhave
already
been resold
of the
Buyer
or any
Trustee
in Bankruptcy
of the
the
Seller shall be entitled to the proceeds of the resale in the hands
Buyer and if the Buyer has not received payment for a resale the
of the Buyer or any liquidator or Trustee in Bankruptcy of the
Buyer
shall
upon
notice
in
writing
by
the
Seller
assign
to
the
Buyer and if the Buyer has not received payment for a resale the
Seller all
its upon
rights notice
againstin itswriting
customer
in respect
of that to
resale
Buyer
shall
by the
Seller assign
the
and notify
customer
in writing
that the
the resale
resale
Seller
all itsitsrights
against
its customer
in proceeds
respect ofofthat
and
its to
customer
in writing that the proceeds of the resale
shallnotify
be paid
the Seller.
shall
be paid to the Seller.
(3) Notwithstanding
sub-condition 10(1) above the Buyer shall be
(3)
Notwithstanding
sub-condition
10(1) above
Buyer
shall be
entitled
to dispose of
the goods supplied
underthe
these
Conditions
entitled
to
dispose
of
the goods
undertitle
these
Conditions
in the course of its business
and supplied
to pass good
in the
goods to
in
the
course
of
its
business
and
to
pass
good
title
in
the
goods
a purchaser provided that such purchaser shall buy or agree to
to
a purchaser provided that such purchaser shall buy or agree to
buy the
the goods
goods in
in good
good faith
faith for
for valuable
valuable consideration
consideration and
and shall
shall
buy
have no
no notice
notice of
of the
the Seller’s
Seller’s rights
rights herein.
herein. In
In the
the event
event of
of aa
have
disposal of
of the
the goods
goods the
the Buyer
Buyer shall
shall account
account in
in aa fiduciary
fiduciary
disposal
capacity to
to the
the Seller
Seller for
for the
the proceeds
proceeds of
of sale
sale but
but may
may retain
retain for
for
capacity
itself
itself any
any excess
excess therein
therein over
over the
the Buyer’s
Buyer’s total
total indebtedness
indebtedness to
to
the
the Seller
Seller whether
whether in
in respect
respect of
of this
this or
or any
any other
other contract
contract and
and all
all
such
proceeds
of
sale
must
be
credited
to
a
separate
interest
such proceeds of sale must be credited to a separate interest
bearing
bearing fiduciary
fiduciary account
account which
which is
is not
not overdrawn
overdrawn and
and must
must not
not be
be
combined with any other monies. The Buyer’s bankers must be
combinedinwith
any that
othersuch
monies.
Theare
Buyer’s
bankers
must on
be
informed
writing
monies
held by
the Buyer
informed
in Seller
writingand
thatthat
such
areofheld
thedue
Buyer
on
trust
for the
untilmonies
payment
any by
sums
under
trustAgreement
for the Seller
that until
any sums
due under
this
theand
Buyer
shallpayment
not be of
entitled
to transfer
or
this Agreement
the Buyer
shallaccount
not be except
entitledontothe
transfer
or
withdraw
any monies
from the
Seller’s
withdraw any monies from the account except on the Seller’s
instructions.
11.
DELIVERY
instructions.
a)
exclude delivery which shall be charged at cost.
11.Prices
DELIVERY
b)
The Seller
shalldelivery
be freewhich
to effect
by at
any
method of
a) Prices
exclude
shall delivery
be charged
cost.
transport
of its choice.
deliveries
shall
be to the
of the
b) The Seller
shall beAllfree
to effect
delivery
by entrance
any method
of
Buyer’s premises only and the Seller shall have no liability
transport of its
choice. All
deliveries
shall be to the
of the
whatsoever
(including
liability
for negligence)
forentrance
any loss
or
Buyer’s
premises
only
and
the
Seller
shall
have
no
liability
damage howsoever arising from any delivery beyond such point.
whatsoever
(including
liability for
foroff-loading
negligence)
for any
loss or
The
Buyer shall
be responsible
all goods
delivered.
damage
howsoeverWITH
arising
from DIRECTIVE
any delivery beyond such point.
12.
COMPLIANCE
WEEE
(1)
The
Buyer
shall
be
responsible
for
financing
the
costs
of
The Buyer shall be responsible for off-loading all goods delivered.
collection,
treatment,
recovery
and
disposal of all Electrical and
12. COMPLIANCE
WITH
WEEE
DIRECTIVE
Electronic
Equipment
in thefor
WEEE
Directive)
(1) The Buyer
shall (as
be defined
responsible
financing
the supplied
costs of
to
the Buyer.
collection,
treatment, recovery and disposal of all Electrical and
(2) Subject to Condition 10 the Buyer agrees to dispose of all
Electronic Equipment (as defined in the WEEE Directive) supplied
goods referred to in sub-condition 12(1) in accordance with the
to the Buyer.
WEEE
Directive and shall indemnify the Seller against any claims
(2) third
Subject
to Condition
Buyer agrees
to including
dispose ofany
all
by
parties
relating to10thethedisposal
of WEEE
goods that
referred
in sub-condition
12(1)
in accordance with the
claims
arise to
after
the resale of the
goods.
WEEE
Directive and
shall indemnify the Seller against any claims
13.
SOFTWARE
PRODUCTS
In
to any
goodstoincorporating
party including
software the
by relation
third parties
relating
the disposal third
of WEEE
any
terms
anyarise
software
licence
governing
the use of that software
claimsofthat
after the
resale
of the goods.
shall
prevail over these
Conditions.
13. SOFTWARE
PRODUCTS
14.
LIABILITY
FORgoods
DELAYincorporating third party software the
In relation
to any
(1) Unless the Seller has accepted in writing a firm delivery date
terms
of any
software
governing
useContract
of that software
with
time
expressed
to licence
be of the
essence the
of the
delivery
shall prevail
over these Conditions.
dates
are approximate.
Any times quoted for despatch and
14.
LIABILITY
FOR
DELAY
delivery are to be calculated from the receipt by the Seller of a
(1) Unless
theThe
Seller
has accepted
writing
a firm
delivery date
written
order.
Seller
shall incurin no
liability
whatsoever
for
failure
to deliver
on dates
quoted
and delay
in delivery
not
with time
expressed
to be of
the essence
of the
Contractshall
delivery
give
the
Buyer
the
right
to
cancel
an
order.
dates are approximate. Any times quoted for despatch and
(2)
The Seller
have no from
liability
(other
thanoftoa
delivery
are to shall
be calculated
thewhatsoever
receipt by the
Seller
of the
return
deposit
the incur
Buyer)noforliability
non-fulfilment
writtenany
order.
The paid
Sellerbyshall
whatsoever
for
Contract
or
for
any
failure
to
deliver
by
agreed
dates
where
failure to deliver on dates quoted and delay in delivery shall the
not
same arises from any instructions or lack of instructions from the
give
the
Buyer
the
right
to
cancel
an
order.
Buyer or from any industrial dispute or from any cause
(2) The Seller
shallthe
have
no liability
whatsoever
whatsoever
beyond
Seller’s
reasonable
control. (other than to
return
anyother
deposit
by the Buyer)
non-fulfilment
of the
(3)
In any
casepaid
the Seller’s
liability for
for any
non-fulfilment
or
Contract
for any
failure
deliverthe
by agreed
failure
to or
deliver
shall
not toexceed
amount dates
of thewhere
cost the
or
damage
actually
suffered
by theor Buyer
as a directfrom
result
same arises
from any
instructions
lack of instructions
the
therefrom
any consequential
Buyer or (excluding
from any industrial
dispute or loss
from oranydamage
cause
whatsoever)
or the Contract
Price
which evercontrol.
is the lesser.
whatsoever beyond
the Seller’s
reasonable
15.
DEFECTS
AFTER
DELIVERY
(3) In any other case the Seller’s liability for any non-fulfilment or
(1) Notice of complaints as to the quantity of goods supplied or
failure
to deliver
shall not
exceed
the cost
or
the
delivery
of incorrect
goods
must the
be amount
made in ofwriting
to the
damage
actually
suffered
by the
Buyer at
asthe
a end
direct
result
Seller
within
14 days
of the date
of delivery
of which
therefrom
anySeller
consequential
or incorrect
damage
period
any (excluding
liability of the
for deliveryloss
of the
whatsoever)
the Contract
Pricecease.
which ever is the lesser.
quantity
or theorwrong
goods shall
15. The
DEFECTS
AFTER
DELIVERY
(2)
Seller shall
at its
option repair or replace goods or allow
the
Buyer of
a credit
in respect
of the
goodsof where
defect is
(1) Notice
complaints
as to the
quantity
goods asupplied
or
notified
to theofSeller
in writing
the date
of
the delivery
incorrect
goods within
must 12
be months
made inofwriting
to the
delivery
provided
that ofthe
shall
have at
nothe
liability
forwhich
any
Seller within
14 days
theSeller
date of
delivery
end of
defect
from fair
and tear
damage
or
period arising
any liability
of wear
the Seller
for misuse
delivery wilful
of the
incorrect
alteration of the goods without the Seller’s written approval or for
quantity
or
the
wrong
goods
shall
cease.
the replacement of consumables. A complaint or claim of any kind
(2) the
The part
Seller
at its option
repair
or replace
on
of shall
the Buyer
shall not
preclude
the goods
liabilityorofallow
the
the Buyer
a credit
in respect
of the
where
a defect is
Buyer
to make
payment
for goods.
Thegoods
repaired
or replacement
notifiedshall
to the
Seller inbywriting
within
12ofmonths
goods
be supplied
the Seller
free
charge.of the date of
16.
INSPECTION
delivery
provided AND
that TESTS
the Seller shall have no liability for any
The
Seller’s
goods
submitted
standard
tests
defect
arising
fromare
fairinspected
wear andand
tear
misuse to
wilful
damage
or
before
despatch
by the
factory
of manufacture.
The Seller
alteration
of the goods
without
the Seller’s
written approval
or for
reserves
the
right
to
make
an
additional
charge
if
tests
other
than
the replacement of consumables. A complaint or claim of any kind
those normally performed are required by the Buyer.
on SPECIFICATIONS
the part of the Buyer
not preclude
the liability of the
17.
ANDshall
ADVERTISING
MATTER
Buyer
to make payment
for goods.
repairedofor weights
replacement
All
specifications
and drawings
andThe
particulars
and
goods shall submitted
be supplied
the
Sellerare
free
of charge. only and the
dimensions
byby
the
Seller
approximate
16. INSPECTION
TESTS contained in price lists and
description
and AND
illustrations
The Seller’sand
goods
inspectedmatter
and submitted
to standard
tests
catalogues
otherare
advertising
of the Seller
are intended
merely
representby
a general
idea ofofthemanufacture.
goods portrayed
before todespatch
the factory
Thetherein
Seller
and
none the
of these
formanpart
of the Contract.
reserves
right shall
to make
additional
charge if tests other than
18.
PERFORMANCE
those
normally performed are required by the Buyer.
The
Seller shall accept no
liability
for failure ofMATTER
goods to attain any
17. SPECIFICATIONS
AND
ADVERTISING
quoted performance figures unless specifically guaranteed by the
All
specifications
drawings
and particulars
of weights
Seller in writing. and
If the
performance
figures are
outside and
the
dimensionslimits
submitted
by the
are approximate
onlyshall
and the
acceptable
specified
in Seller
such guarantee
the Buyer
be
description
and the
illustrations
contained
in Seller
price shall
lists have
and
entitled
to reject
goods provided
that the
catalogues
other advertising
matter
of the Seller
intended
been
givenand
reasonable
time and
opportunity
to are
rectify
their
performance.
merely to represent a general idea of the goods portrayed therein
19.
OF LIABILITY
andEXCLUSION
none of theseAND
shallLIMITATION
form part of the
Contract.
(1)
as expressly provided in these Conditions:
18.Except
PERFORMANCE
a)
conditions
warranties
or other
terms ofwhether
express
or
TheallSeller
shall accept
no liability
for failure
goods to
attain any
implied
statutory or otherwise
are hereby
expressly
excluded
to
quoted performance
figures unless
specifically
guaranteed
by the
the fullest extent permitted by law;
Seller
in to
writing.
If the
performance
figures
outside
the
b)
subject
Condition
19(2),
the Seller shall
notare
be liable
to the
acceptable
limits of
specified
in such guarantee
shall be
Buyer
by reason
any representation
(other the
thanBuyer
a fraudulent
entitled to reject
the Seller
shall
have
representation)
or the
any goods
impliedprovided
warranty that
condition
or other
term
or
beenduty
given
reasonable
and opportunity
rectifyof their
any
at common
lawtime
or under
the expresstoterms
the
Contract
for
loss
of
profits
business
or
anticipated
savings
or
for
performance.
any
consequentialAND
loss
or damageOFcosts
expenses or other
19. EXCLUSION
LIMITATION
LIABILITY
claims
for consequential
compensation
(1) Except
as expressly provided
in thesewhatsoever
Conditions: which arise
PanasonicElectric
ElectricWorks
WorksEurope
EuropeAG
AG
Panasonic
Robert-Koch-Straße ,100,
85521Holzkrichen
Ottobrunn,, Germany
Rudolf-Diesel-Ring-2
D-83607
Germany
Tel: +49
+49 (0)8024
89 45354-1000,
Fax:+49(0)8024
+49 89 45354-2111
Tel:
648 0 Fax:
648 111
a) all
warranties
terms
whether
expressthe
or
out
of conditions
or in connection
with or
theother
supply
or failure
to supply
impliedorstatutory
or otherwise
hereby
expressly
goods
their use
or resale are
by the
Buyer
and c) excluded
subject toto
the fullest19(2),
extentthe
permitted
law;
Condition
Seller’sby
aggregate
liability under the Contract
for
any claim
series of19(2),
claims
such
or claims
b) subject
to or
Condition
thehowsoever
Seller shall
not claim
be liable
to the
arise
in contract,
negligence or(other
otherwise,
in no
Buyerwhether
by reason
of any representation
than ashall
fraudulent
circumstances
the sum
for condition
which the
Sellerterm
has
representation) exceed
or any implied
warranty
or other
or
reasonably
therefore.
details
such insurance
any duty atinsured
common
law orFull
under
theofexpress
terms ofshall
the
be supplied on the Buyer’s written request or, in the event that the
Contract for loss of profits business or anticipated savings or for
relevant claim or claims is not covered by the Seller’s insurance,
anyprice
consequential
or damage
the
of the goodsloss
the subject
of the costs
claim. expenses or other
claims
for consequential
compensation
whatsoever
which
arise
(2)
Nothing
in Condition 19(1)
shall exclude
or restrict any
liability
out
or in connection with the supply or failure to supply the
of
theofSeller:
a)
for death
or personal
theand
negligence
of theto
goods
or their
use or injury
resaleresulting
by the from
Buyer
c) subject
Seller
and 19(2),
its servants
or agents;
Condition
the Seller’s
aggregate liability under the Contract
b)
breach
implied
as to such
title; or
forfor
any
claimoforitsseries
of undertakings
claims howsoever
claim or claims
c)
for fraudulent
arise
whether inmisrepresentation
contract, negligence or otherwise, shall in no
20.
TERMINATION
circumstances
exceed the sum for which the Seller has
Without prejudice to any other right or remedy available to the
reasonably
insured
therefore.
Full details
of such
Seller the Seller shall
be entitled
to cancel
theinsurance
Contractshall
or
be supplied
the Buyer’s
written
request
or, in thewithout
event that
the
suspend
anyon
further
deliveries
under
the Contract
liability
relevant
claim
orifclaims
is not
covered
the Seller’s
insurance,
to
the Buyer
and
the goods
have
been by
delivered
but not
paid for
the price
price shall
of thebecome
goods the
subject ofdue
the and
claim.
the
immediately
payable in the event
that
(2) Nothing in Condition 19(1) shall exclude or restrict any liability
a)
of the
the Buyer
Seller:fails to carry out its obligations under any contract of
which
part;
or
a) for these
death Conditions
or personalform
injury
resulting
from the negligence of the
b)
the Buyer
or threatens
Seller
and itsceases
servants
or agents;to cease to carry on its business
or any substantial part thereof; or
b)
for
breach
of
its
implied
undertakings
as tooftitle;
c) distress execution judgement or any order
the or
Court is levied
c) for
fraudulent
misrepresentation
or
enforced
or executed
upon or against any property of the
20. TERMINATION
Buyer;
or d) a Receiver is appointed of the undertaking or assets
Without
prejudice
to any other right or remedy available to the
of
the Buyer;
or
Seller
the Seller
shall be
entitled to cancel
the Contract
or
e)
a Resolution
is passed
or proceedings
are commenced
for the
winding
the deliveries
Buyer; orunder
f) the
enters
intoliability
any
suspend up
anyoffurther
theBuyer
Contract
without
arrangement
or composition
its been
creditors.
to the Buyer and
if the goodswith
have
delivered but not paid for
21.
MAJEURE
the FORCE
price shall
become immediately due and payable in the event
The
that Seller shall not be liable for any failure to fulfil any obligation
under this Contract to the extent that it is prevented from so doing
a) any
the Buyer
to carry
out its obligations
by
cause fails
beyond
its reasonable
control. under any contract of
whichNO
these
Conditions form part;
22.
MANUFACTURE
OF orWEAPONS OF WAR OR
b) the Buyer ceases
or threatens to
to carry
on its business
DESTRUCTION;
OBSERVANCE
OFcease
EXPORT
LAWS
or any
(1)
Thesubstantial
Buyer shallpart
notthereof;
use theor
goods delivered by the Seller for
the
purpose
of
development,
design,
manufacture,
use
or storage
c) distress execution judgement or any order of the Court
is levied
of
weapons
war andupon
destruction,
including
but not limited
or any
enforced
or of
executed
or against
any property
of the
to
nuclear
weapons,
biological
weapons,
chemical
weapons
and
Buyer;
or d)
a Receiver
is appointed
of the
undertaking
or assets
missiles
(hereinafter
the
“Weapons”).
of the Buyer; or
(2) The Buyer shall not sell, lease or otherwise dispose of the
e) a Resolution is passed or proceedings are commenced for the
goods delivered by the Seller directly or indirectly to any third
winding
up ofin the
or f) design,
the Buyer
enters into
party
engaged
the Buyer;
development,
manufacture,
useany
or
arrangement
or composition with its creditors.
storage
of Weapons.
21.The
FORCE
(3)
BuyerMAJEURE
shall not export or re-export directly or indirectly the
The Seller
shall by
notthe
beSeller
liable without
for any authorisation
failure to fulfilrequired
any obligation
goods
delivered
under
export
control
laws to
and/or
regulations
of prevented
any countries
under this
Contract
the extent
that it is
from claiming
so doing
jurisdiction
over
the
contracting
parties.
by any cause beyond its reasonable control.
(4)
Buyer
shall not export or
re-export
directly OF
or indirectly
22.The
NO
MANUFACTURE
OF
WEAPONS
WAR the
OR
goods
delivered by
the Seller to any
country against
DESTRUCTION;
OBSERVANCE
OF EXPORT
LAWS which any
sanction is imposed under certain resolutions of the Security
(1) The of
Buyer
notNations
use the for
goods
delivered
by the
Seller for
Council
the shall
United
as long
as such
resolutions
the purpose
of development, design, manufacture, use or storage
remain
valid and
of
any
weapons
of
war
and
destruction,
including
but
not
limited
effective and as far as the goods delivered by the Seller remain
to nucleartoweapons,
biological
prohibited
be exported
to suchweapons,
a country.chemical weapons and
(5)
In the(hereinafter
event thatthe
the“Weapons”).
Buyer breaches any provision of this
missiles
Condition
22 theshall
Buyer
liable
the Sellerdispose
for all direct
(2) The Buyer
notshall
sell, be
lease
or tootherwise
of the
and
indirect
damage
sustained
by theorSeller
due toto any
suchthird
a
goods
delivered
by the
Seller directly
indirectly
breach;
furthermore
the
Seller
shall
in
such
an
event
have
party engaged in the development, design, manufacture,
usethe
or
right
to
terminate
the
Contract
with
the
Buyer
forthwith
without
storage of Weapons.
any liability towards the Seller. Furthermore the Seller shall not be
(3) The to
Buyer
shall
or re-export
or indirectlyany
the
obliged
accept
or not
fulfilexport
any orders
which directly
might contravene
goods delivered
by therules
Sellerand/or
withoutregulations
authorisation
under
export
control laws,
of required
any relevant
export control
laws and/or
countries
or provisions
of thisregulations
Condition. of any countries claiming
jurisdiction
over the contracting parties.
23.
INVALIDITY
If(4)any
of these
Conditions
is held
by any
competent
Theprovision
Buyer shall
not export
or re-export
directly
or indirectly
the
authority
to be invalid
unenforceable
in whole
or inwhich
part the
goods delivered
by theorSeller
to any country
against
any
validity
of
the
other
provisions
of
these
Conditions
and
the
sanction is imposed under certain resolutions of the Security
remainder
provision
in for
question
shall
not be
thereby
Council of of
thethe
United
Nations
as long
as such
resolutions
affected.
remain
valid and
24.
NOTICES
effective
and as farbetween
as the goods
delivered
bythe
theContract
Seller remain
All
communications
the parties
about
must
prohibited
to and
be exported
such
a country.
be
in writing
deliveredtoby
pre-paid
first class post or sent by
(5)
In
the
event
that
the
Buyer
breaches
any
provision
of this
facsimile transmission to the registered office or other address
of
Condition
the Buyer
shall
be liable
thebe
Seller
for all
direct
each
party 22
specified
in the
Contract
and to
shall
deemed
to have
been
receiveddamage
72 hours
after posting,
if sentdue
by FAX
on aa
and indirect
sustained
by theor Seller
to such
working
before 4.00
pm atshall
the intime
of an
transmission
breach; day
furthermore
the Seller
such
event haveand
the
otherwise
at 9.00 am
the next with
working
right to terminate
theonContract
the day.
Buyer forthwith without
25.
WAIVER
any liability towards the Seller. Furthermore the Seller shall not be
No waiver by the Seller of any breach of the Contract by the
obliged
to accept
or fulfil any
might
contravene
any
Buyer
shall
be considered
as aorders
waiverwhich
of any
subsequent
breach
export
control
laws,
rules
and/or regulations of any relevant
of
the same
or any
other
provision.
countries
or
provisions
of
this
Condition.
26. THIRD PARTIES
INVALIDITY
A23.
person
who is not a party to the Contract has no right under the
Contracts
(Rights of
of these
Third Parties)
Act is
1999
enforce
any term
If any provision
Conditions
heldtoby
any competent
of
the Contract
this or
does
not affect any
a
authority
to be but
invalid
unenforceable
in right
wholeororremedy
in partofthe
third
partyofwhich
exists apart
from that
validity
the other
provisions
of Act
these Conditions and the
27.
ANTI
BRIBERY
remainder of the provision in question shall not be thereby
Each party confirms that it understands the importance of antiaffected.laws and will comply and procure that its employees
bribery
24. NOTICES
comply
with all relevant anti bribery laws.
All communications
the parties“bribery”
about the
Contractbut
must
For
the purposes of between
these Conditions,
includes,
is
be in
writing
class
or sent or
by
not
limited
to,and
the delivered
promisingbyorpre-paid
grantingfirst
of or
thepost
requesting
facsimile of
transmission
the registered
office
or to
other
address
of
receiving
benefits in to
money
or money’s
worth
a person
with
the
of specified
influencing
thatContract
person and
in order
business
eachaim
party
in the
shall to
be obtain
deemed
to have
improperly
or gain
improper
been received
72anhours
afteradvantage.
posting, or if sent by FAX on a
Each
party
agrees
to keep
records
(approvals,
working
day
before
4.00 proper
pm ataccounting
the time of
transmission
and
invoices
etc.)
of payments
and
financial
transactions.
otherwise
at 9.00
am on the
next
working
day.
Each party confirms that, in relation to these Conditions, any act
25. WAIVER
of bribery (as defined above) or any breach of national, EU, or
No waiver
by anti-bribery
the Seller laws,
of anyasbreach
theserious
Contract
by the
other
relevant
well asofany
breach
of
Buyer
shallobligation
be considered
as proper
a waiver
of any subsequent
breach
the
above
to keep
accounting
records, will
be
of the sameas
or aany
other provision.
considered
serious
breach of this agreement, entitling the
26. THIRD
other
partyPARTIES
to terminate the agreement and/or claim
compensation
remedies
areno
available
to it.the
A person who and/or
is not asuch
partyother
to the
Contractashas
right under
28.
GOVERNING
Contracts (RightsLAW
of Third Parties) Act 1999 to enforce any term
Unless
otherwisebut
agreed
in writing
this Contract
shall
read and
of the Contract
this does
not affect
any right
or be
remedy
of a
construed
takeexists
effectapart
in all
respects
third party to
which
from
that Actin accordance with the
laws of England and the Buyer hereby submits to the jurisdiction
29.the
GOVERNING
LAW
of
English courts.
The provisions of the UN Sales Convention
Unless
shall
nototherwise
apply. agreed in writing this Contract shall be read and
construed to take effect in all respects in accordance with the
laws of England and the Buyer hereby submits to the jurisdiction
of the English courts. The provisions of the UN Sales Convention
shall not apply.
April 2011
August
2012
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