Piab’s Standard Terms & Conditions of Sales
2.1 The Customer shall provide the Seller with a purchase order signed by an authorized purchasing agent and such purchase order constitutes a proposal by the Customer to purchase Products from the Seller. All purchase orders (including orders placed against a quote) delivered by the Customer to the Seller are subject to the written acknowledgement and approval of an authorized sales agent of the Seller. A purchase order from a Customer shall include the following information (i) a purchase order number, (ii) shipping address, and (iii) if applicable, all relevant information to satisfy current export requirements.
2.2 Termination or cancelation, in whole or in part, by the Customer of a purchase order accepted by the Seller can be made only with the Seller's prior written approval and under the condition that the Customer fully and unconditionally indemnify the Seller against any and all loss and cost relating thereto (including loss of profit and cost of material).
2.3 Acknowledgement of the receipt of any purchase order or the receipt of payment for any purchase order (including signing and returning to the Customer its acknowledgement copy, if any,) shall not constitute acceptance by the Seller of any terms and conditions of the Customer and does not serve to modify or amend this Terms & Conditions in any way.
2.4 No orders with an order value for Products (excluding carriage costs) which is less than EUR 40 will be accepted by the Seller.
2.5 Any return of a Product requires the Seller’s prior written consent. No return will be accepted if (i) the Customer has not notified the Seller in writing of a return of a Product within 30 days from the date of delivery pursuant to Clause 5.1 and (ii) the order value is less than EUR 100 (excluding VAT). Damaged Products, used Products or Products without complete parts and/or packaging will not be accepted for return. Suction cups are not applicable for return since they are a consumable item with shelf life. All returns are subject to a twenty (20) percent handling charge based on the order value (excluding VAT) of the Products returned. The Customer shall also pay for any shipment costs for the returned Products to the Seller at the location specified by the Seller. The payment of any return will be made once a return of Products has been delivered to the Seller and the returned Products have been inspected and approved for return by the Seller. If the Products are not approved for return, the Customer shall (at its own cost) arrange for pick-up of such Products from the Seller within 30 days and, if no such pick-up is arranged within the specified time, the Product shall be the property of the Seller and the Customer shall have no claim (monetary or otherwise) on the Seller.
5.1. Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all shipments are made (i) CPT (INCOTERMS 2010) at the Customer's place of business, and (ii) via the most practical carrier. The Seller has the right to invoice the Customer costs and other charges for shipment (including other costs associated therewith) borne by the Seller.
5.2 The Customer, at its sole option, may inspect the Products, and may reject all or any portion of the Products if the Products are not in accordance with the Product specification set out in Appendix 1 provided that notice of rejection is given to the Seller within ten (10) days after receipt of the Products. If the Customer fails to give notice of rejection, it shall be deemed to have accepted such Products. If the Customer gives notice of rejection of any portion of the Products, the Seller has the right, effective upon written notice from the Customer, to replace or repair the rejected Products pursuant to the below.
Limitation of Liability
The Seller's liability and obligation hereunder shall be limited to repairing or replacing (at its option) any Products (including components or part thereof) which the Seller deems to be defective based on a warranty claim. In no event shall, the Seller's liability exceed the purchase price of the Products under the relevant purchase order that gave rise to such a liability. In no event shall the Seller be liable for any consequential or indirect loss or damage.
11.1 This Section 11 shall apply if and to the extent that the Parties have not entered into a separate confidentiality agreement.
11.2 All information, equipment, know-how and technical documentation, including electronically stored data, to which a Party has obtained access through the Parties' business relationship, shall be treated as confidential and may not be used for any purpose other than for the sale and delivery of Products from the Seller to the Customer. The confidentiality undertaking outlined above shall not apply to information which is (i) known to the public other than by breach of these Terms & Conditions, (ii) information which a Party can show was in its possession before receiving it from the other Party, and (iii) information which a Party receive from a third party without restraints as to the disclosure thereof.
11.3 Information which a Party is required to disclose by reason of law or order of a court of a competent jurisdiction may however be disclosed for such purpose. The Party requested to disclose such information shall beforehand notify the other Party of any such requirement and consult with the other Party regarding the manner of such disclosure. The Party disclosing information pursuant to this Section shall, as far as is legally possible, require the receiver of the information to treat it confidential.
11.4 The Customer may not make public the business relationship of the Parties through advertising or in any other way without prior written consent from the Seller.
11.5 The Customer shall at the Seller's request either return or destroy everything referred to in Section 11, including copies thereof.
Each Party shall be excused from fulfilment of any obligation under these Terms & Conditions, except any payment obligation, to the extent that and for so long as such performance is prevented or delayed in whole or in part by causes beyond its reasonable control or by strikes, lockouts or other labour disturbances or by fire, flood, war, embargoes, blockades, riots, governmental interference, acts or omissions of any governmental authority or of the other party, compliance with government regulations, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or sub-contractors if caused by any circumstance referred to in this Section. Upon the occurrence of any such event either Party shall, without delay, inform the other Party. Each Party is entitled to cancel any purchase order by written notice to the other if the performance of the other Party's obligations is delayed by more than three (3) months due to circumstances set forth in this Section.