Supplier appoints Buyer as non-exclusive partner to import and sell Products of Supplier as described in this Agreement.
Agreement: This Purchase Agreement and any of its Appendixes.
Customer: Legal entity or private person to whom Products are supplied.
Party/Parties: Supplier or Buyer or collectively Supplier and Buyer.
Product: Any item of Supplier that Buyer supplies to Customers.
1.1. Supplier transfers ownership of the Product to Buyer, Buyer sells the Product to Customers.
1.2. Product specifications like name/assortment, quantity, price, weight, units of measurement, technical/qualitative characteristics and delivery terms per batch are indicated in the specification or invoice to the present Agreement, which are an integral part of this Agreement.
2.1. Unless agreed differently, Buyer shall pay in advance 100% on the basis of Supplier's invoice(s).
2.2. The currency of the Agreement is Euro.
2.3. Title of the goods passes from Supplier to Buyer as from moment of Product transfer as per Incoterms 2020 of the specific shipment.
2.4. Banking costs related to money transfer and bank commissions are for the expense of the payer.
3.1. Unless agreed differently, delivery terms for Product transfer from Supplier to Buyer are EXW 3041 Grabensee, Austria as per Incoterms 2020.
3.2. Markings and quality of the Products transferred to Buyer shall correspond to formal requirements in the destination country. If specific, customer related requirements are applicable, Buyer shall inform accordingly.
3.3. Claims with respect to quantity or quality of the shipment external packaging shall be claimed to Supplier within 15 days from the moment of delivery to the Customer.
3.4. Claims with respect to Product quality or quantity shall be claimed to Supplier within 15 days after a claim is received from Customer.
3.5. Such claims are for the account of Supplier and shall be resolved based on mutual agreement between Parties.
3.6. Unless specifically agreed by Supplier, products without quality or quantity concerns cannot be returned.
3.7. For products with quality or quantity concerns, Buyer is entitled to return the Product to the Supplier within 3 months from the moment such concerns were addressed by Buyer or Customers and receive a full refund of the value of the relevant Product. In such case, the costs of returning the Product shall be borne by Supplier
4.1. Buyer bears the risks of accidental loss of the Products as from moment of Product transfer as per Incoterms 2020 of the specific shipment.
4.2. Supplier remains responsible for Product liability and Product quality at all times unless product damage or loss is proven to have occurred after Product transfer to Buyer.
4.3. In case of damage or missing items, the responsibility of Supplier covers both invoice value and directly incurred and documented costs like import duties in the destination country and transportation costs (calculated for respective products as ratio of overall documented transportation costs)
4.4. None of the Parties shall not be responsible for any indirect, incidental or consequential losses or damage arising out of or in connection to this Agreement.
4.5. Parties are free from responsibility for partial or complete non-fulfillment of the obligations if such failure to fulfill is caused by force majeure.
4.6. Buyer can perform other activities on behalf and for account of Supplier upon agreement between Parties.
5.1. This Agreement shall be governed by the laws of the Netherlands with the exception of the United Nations Convention on Contracts for the International Sale of Goods.
5.2. All disputes arising from or in connection with this Agreement shall be definitively settled as per arbitration. The arbitration court convenes in Amsterdam, the Netherlands, the language is English. The decision of the arbitration court shall be final and binding for all Parties.
6.1. The term of this Agreement shall be till 31 December 2023 and shall be automatically renewed for additional one year terms unless either party notifies the other in writing at least 60 days prior to the expiration date to terminate cooperation per terms of this Agreement.
6.2. Changes and amendments to this Agreement are valid only if made in written form and signed by authorized representatives of both Parties.
6.3. If agreed between Parties, BUYER can perform additional services or provide discounts/motivation schemes to Customers at Suppliers’ account.
6.4. The general conditions of Supplier are not applicable to this Agreement, even if shipment documents or other communication refers to such general conditions.
6.5. This Agreement is made in two copies, one for each Party. Electronic exchange is legally binding, no exchange of originals is required.