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  • Mettler-Toledo Garvens GmbH, 31180 Giesen, Germany - General Delivery and Payment Conditions - METTLER TOLEDO
    can be used by the customer in accordance with the contractually agreed intended purpose delivery of the remaining goods in the order is guaranteed and the customer does not incur any significant extra or additional costs as a result unless the Company itself has indicated that it will pay such costs 5 Transfer of risk delayed acceptance 5 1 The risk shall pass to the customer at the latest when the goods are handed over as determined by the commencement of the loading operation to the forwarding agent carrier or otherwise to third parties appointed for the execution of shipment This provision shall also apply where partial deliveries are affected or where the Company has agreed to perform other services e g shipment or installation In the event that shipment or handover is delayed as a result of circumstances for which the customer is responsible the risk shall pass to the customer with effect from that date on which the Company is ready to ship and has indicated the fact to the customer 5 2 In the event that the customer delays in acceptance omits to perform some duty of co operation or in the event that the Company s delivery is delayed for other reasons attributable to the purchaser the Company will be entitled to demand compensation for the resulting losses including any additional expenditure e g storage costs In the event that goods are stored by the seller the storage costs shall be 0 25 of the value of the invoice for the goods to be thus stored per week expired commencing with the delivery period or in the absence of a delivery period with the notice of readiness for shipment of the goods Proof of any greater loss and the Company s legal claims in particular compensation for additional expenses reasonable compensation cancellation shall remain unaffected hereby the flat rate sum will however be set off against more extensive monetary claims The purchaser will be permitted to produce proof that the Company has incurred no loss at all or only a significantly smaller loss than the abovementioned flat rate sum 6 Prices and payment conditions 6 1 Prices are to be understood as being exclusive of turnover tax ex works EXW Incoterms 2000 All ancillary costs e g costs for special packaging insurance transport export import official permits and inspections shall be for the account of the customer Transport packaging and all other packaging required pursuant to the Packaging Order will not be taken back by the Company and with the exception of pallets will become the property of the purchaser 6 2 The Company will only take out transport insurance at the express wish of the customer and at the latter s expense 6 3 In the event that the customer wishes the goods to be erected and assembled by the Company this will be done at the customer s expense Save where otherwise agreed the costs of assembly will not be included in the agreed price 6 4 Payments must be made by the customer in euros in cashless form within 30 days after the date of the invoice by transfer to the bank account indicated by the Company without deduction of discounts expenses taxes or fees of any kind bank charges in particular shall be for the account of the customer The customer may also pay by cheque Cheques will however only be accepted by the Company by way of performance Fig 6 4 sentence 1 will apply mutatis mutandis in the case of payment by cheques Bills of exchange will not be accepted 6 5 Upon the expiry of the aforementioned payment period the customer will be in default During the period of default the purchase price will attract interest at the statutory interest rate for arrears from time to time in force The Company reserves the right to claim for more far reaching loss caused by default The Company s claim against traders for commercial interest on maturity 353 Commercial Code will remain unaffected 6 6 The customer will be entitled to exercise a right of set off or retention only insofar as his claim has been confirmed by the courts or is unchallenged 6 7 In the event that it becomes clear after the contract has been made that the Company s claim to the purchase price is likely to be jeopardised by inability to pay on the part of the customer e g by application for insolvency proceedings the Company will be entitled in accordance with the provisions of the law to refuse performance and where need be after the setting of a time limit to withdraw from the contract 321 Civil Code In contracts for the manufacture of non generic goods individual production the Company may declare its intention to withdraw immediately the provisions of the law concerning the dispensability of setting a time limit shall remain unaffected 6 8 In objectively justified cases the Company will be entitled to demand of the customer a down payment to the value of 40 of the value of the order An objective justification will be deemed to exist where the value of the order exceeds EUR 25 000 and or the Company is obliged to produce to the customer s requirements In such cases the customer shall be obliged to effect prior performance Such down payment will be payable within 14 days of the raising of the invoice 6 9 Where the situation regarding costs has changed the Company reserves the right to make an appropriate correction to the price provided always that the making of the contract and the date of delivery are separated by a period of more than four months and the increase does not constitute more than 5 of the originally agreed price 7 Retention of ownership 7 1 Until such time as all present and future claims of the Company under the purchase contract and a routine business relationship secured claims have been paid in full

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/garvens-alb.html (2016-02-15)
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  • Mettler-Toledo, LLC. Products - Export Terms and Conditions of Sale - METTLER TOLEDO
    Company equipment within which the software is embedded If the software is not embedded within Company equipment the terms and conditions of the respective end user license agreement of Company shall apply exclusively If no end user license agreement is applicable the warranty period will be 90 days from the date of purchase by Buyer C SERVICE Company warrants that services will be performed in a workmanlike manner in conformity with standard industry practice Should any nonconformity be detected within 30 days after the work is completed and prompt notification is made by Buyer in writing to Company Company will supply the necessary service direction or consultation to correct the nonconformity D GENERAL The foregoing warranties are further subject to the following general conditions 1 Consumables accessories normal wear and tear wear parts and perishables are expressly excluded from the foregoing warranties 2 If Buyer requests the performance of warranty work provided for under the foregoing warranties during other than normal Company work periods Buyer will be required to pay for all premium time 3 These warranties will not apply where Company s equipment and or software has been subjected to accident alteration misuse abuse failure on the part of Buyer to ensure proper storage operation and or maintenance installation or servicing by other than Company authorized personnel the addition or supply of equipment not approved for incorporation into Company s product integration into the Buyer s environment or Buyer third party supplied software or interfacing 4 Company does not warrant the calibration of any scale Company does however warrant the scales manufactured by it to be capable of being adjusted to meet Company s printed specifications if any for weighing accuracy as to the particular model type scale for the period of warranty above stated when properly installed and used 5 Products of other manufacturers sold by Company as such are warranted by Company solely to the extent of any remaining warranty provided by the original manufacturer 6 In the event equipment is repaired by Company the performance of such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by Company E METHODS OF CORRECTION OF DEFECTS DURING WARRANTY To correct defects Company may attempt to diagnose and resolve the defect over the telephone or electronically Certain equipment contains remote support capabilities for direct problem reporting remote problem determination and resolution with Company When Buyer contacts Company for warranty work it must follow the problem determination resolution and procedure that Company specifies At any time following or to assist in problem determination Company may require return of the part or product to depot for service If Company determines on site work is required a service technician will be scheduled for on site work If Buyer gives notice of a defect to Company and requests Company for on site work when the defect could have been remedied remotely or if Company responds to Buyer s notice of defect and no defect is found for which Company is liable Company shall be entitled to compensation for any work performed and costs it has incurred as a result of Buyer s request Company encourages Buyer to use available remote support technologies Failure to install and use available remote connectivity tools and equipment for direct problem reporting remote problem determination and resolution may result in increased response time and additional costs to Buyer F PRO RATED GENERATOR WARRANY For generators there is a pro rated warranty that commences on the date of installation or 18 months from the date of shipment to the buyer whichever occurs first for the specified amount of time listed in the table below unless otherwise noted The pro rated warranty does not start over if the generator is replaced under the pro rated warranty period The customer has the option to purchase a new generator at the current list price to start a new pro rated warranty period Other associated fees are not included with the pro rated warranty period There is a disposal fee for defective items returned to Company Standard X Ray Generator Warranty HR 7 HR11 HR10 1st year 100 replacement 2nd year 75 of exchange list price 3rd year 50 of exchange list price 4th year 25 of exchange list price Hi Performance X Ray Generator Warranty HR9 HR9DB 1st year 100 replacement 2nd year 50 of exchange list price 12 INDEMNITY Company agrees to indemnify Buyer and hold it harmless from and against any direct loss suffered and any direct liability to third parties whenever such loss or liability is directly due to bodily injury including death to any third party or direct damage to any third party property occurring in the course of and caused exclusively by any negligent act or omission by Company on the premises of Buyer that occurs in the performance of the work contemplated herein This indemnity shall include reasonable legal fees and settlements of claim or suit Buyer shall provide prompt written notice to Company of any actual or anticipated claims against it that might trigger the foregoing indemnity failure to do so waives Buyer s right to indemnification hereunder Following such written notice Company shall have the sole and exclusive right to manage the defense of any indemnified claims and shall be authorized to settle or compromise such claims at its sole and exclusive discretion Buyer shall cooperate in the defense of all indemnified claims as deemed necessary by Company 13 PATENT INFRINGEMENT Company shall defend any suit or proceeding brought against Buyer so far as the same is based on a valid claim that any equipment of Company s design furnished hereunder or any part thereof constitutes an infringement of any applicable patent if notified promptly in writing and given authority information and assistance at Company s expense for the defense of the same and if such alleged infringement is not the result of a design or other special

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/LLC-terms1.html (2016-02-15)
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  • Mettler-Toledo CI-Vision Standard Terms and Condition of Sale and Service for Mettler-Toledo CI-Vision Products - METTLER TOLEDO
    Company If Buyer makes an assignment for the benefit of creditors or in the event Company has reason to believe that Buyer is unwilling or unable to perform Company will have the unconditional right to cancel this sales transaction or demand full or partial payment in advance pursuant to 4 above In the event of any cancellation of this order by either party Buyer will pay to Company the reasonable costs and expenses including engineering expenses and all commitments to its suppliers and subcontractors incurred by Company prior to receipt of notice of such cancellation plus Company s usual rate of profit for similar work The minimum cancellation charge will be 15 of the price hereunder 9 SECURITY INTEREST Buyer hereby grants to Company a purchase money security interest in the equipment acknowledges the validity of and its own assent to such a grant and agrees not to challenge the legitimacy of such a grant Buyer will assist Company in taking all necessary actions to perfect and protect Company s security interest In the event of a default by Buyer Company will be entitled to any of the rights and remedies provided by law or in equity 10 WARRANTIES ABSENT A SEPARATE WARRANTY ISSUED TO BUYER BY COMPANY COMPANY EXPRESSLY WARRANTS THE EQUIPMENT MANUFACTURED AND THE SERVICES PERFORMED BY IT TO BUYER SOLELY AS SET FORTH HEREIN COMPANY DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THESE WARRANTIES MAY BE TRANSFERRED TO A SUBSEQUENT PURCHASER OF THE EQUIPMENT ONLY WITH THE PRIOR WRITTEN CONSENT OF COMPANY IN ADDITION THE FOLLOWING SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER FOR ANY BREACH BY COMPANY OF ITS WARRANTY HEREUNDER A PRODUCT Company warrants that the equipment covered by this warranty will be free from defects in workmanship and materials under normal use for a period of 1 year from the date of original installation or 13 months from the date of shipment to Buyer whichever occurs first Should any such defects be found and reported during the term of the warranty Company will at its option refund the purchase price or correct such defects furnishing replacement parts and labor free of charge to Buyer Company will also furnish travel up to 80 kilometers 50 miles from the nearest Company service representative or authorized Company service provider free of charge during the warranty period B SOFTWARE Company warrants that software developed by Company will perform substantially the functions described in the software documentation when properly installed Company does not warrant that the software is error free that Buyer will be able to operate the software without interruption or that the software will be free of vulnerability to intrusion or attack The warranty period will be the same as the warranty period for the Company equipment within which the software is embedded If the software is not embedded within Company equipment the terms and conditions of the respective end user license agreement of Company shall apply exclusively If no end user license agreement is applicable the warranty period will be 90 days from the date of purchase by Buyer C SERVICE Company warrants that services will be performed in a workmanlike manner in conformity with standard industry practice Should any nonconformity be detected within 30 days after the work is completed and prompt notification is made by Buyer in writing to Company Company will supply the necessary service direction or consultation to correct the nonconformity D GENERAL The foregoing warranties are further subject to the following general conditions 1 Consumables accessories normal wear and tear wear parts and perishables are expressly excluded from the foregoing warranties 2 If Buyer requests the performance of warranty work provided for under the foregoing warranties during other than normal Company work periods Buyer will be required to pay for all premium time 3 These warranties will not apply where Company s equipment and or software has been subjected to accident alteration misuse abuse failure on the part of Buyer to ensure proper storage operation and or maintenance installation or servicing by other than Company authorized personnel the addition or supply of equipment not approved for incorporation into Company s product integration into the Buyer s environment or Buyer third party supplied software or interfacing 4 Company does not warrant the calibration of any product Company does however warrant the products manufactured by it to be capable of being adjusted to meet Company s printed specifications if any for accuracy as to the particular model type product for the period of warranty above stated when properly installed and used 5 Products of other manufacturers sold by Company as such are warranted by Company solely to the extent of any remaining warranty provided by the original manufacturer 6 In the event equipment is repaired by Company the performance of such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by Company E METHODS OF CORRECTION OF DEFECTS DURING WARRANTY To correct defects Company may attempt to diagnose and resolve the defect over the telephone or electronically Certain equipment contains remote support capabilities for direct problem reporting remote problem determination and resolution with Company When Buyer contacts Company for warranty work it must follow the problem determination resolution and procedure that Company specifies At any time following or to assist in problem determination Company may require return of the part or product to depot for service If Company determines on site work is required a service technician will be scheduled for on site work If Buyer gives notice of a defect to Company and requests Company for on site work when the defect could have been remedied remotely or if Company responds to Buyer s notice of defect and no defect is found for which Company is liable Company shall be entitled to compensation for any work performed and costs it

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/CI_Vision.html (2016-02-15)
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  • Mettler-Toledo Safeline Limited – Terms and Conditions for the Supply of Goods and Services - METTLER TOLEDO
    constitute a separate Contract Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment 4 Quality 4 1 Subject to Conditions 4 2 to 4 4 the Supplier warrants that on delivery and for a period of 12 months from the date of delivery or 19 months from the date of shipment whichever occurs first the Warranty Period the Goods other than Third Party Goods as defined below shall 4 1 1 conform in all material respects with their description 4 1 2 be free from material defects in design material and workmanship under normal use and 4 1 3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 4 2 Notwithstanding Condition 4 1 the Customer acknowledges that any Goods supplied to the Supplier by a third party supplier for on sale to the Customer and therefore not manufactured by the Supplier itself Third Party Goods shall not have the benefit of the warranty provided under Condition 4 1 but the Supplier shall use reasonable endeavours to procure that any warranty provided by the third party supplier in relation to such Third Party Goods shall be capable of being transferred to the Customer The Customer further agrees to comply with the terms and conditions of any end user licence agreement or similar which may apply to software comprising Third Party Goods 4 3 Notwithstanding Condition 4 1 the Customer acknowledges that any Goods supplied in accordance with the Specification shall not have the benefit of the warranty provided under Condition 4 1 to the fullest extent permitted by law 4 4 The Customer further acknowledges that any software provided by the Supplier may not be free of bugs or errors or that the Customer will be able to operate the software without interruption or that the software will be free of vulnerability to intrusion or attack The Customer agrees that the existence of any minor errors interruptions in use or attacks shall not constitute a breach of the warranty set out in Condition 4 1 4 5 Subject to Conditions 4 2 to 4 4 and 4 6 if 4 5 1 the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 4 1 and follows any problem reporting problem determination and resolution procedure provided by the Supplier and 4 5 2 the Supplier is given a reasonable opportunity to diagnose and resolve such breach by any one or more of the following means at the absolute discretion of the Supplier a by telephone b electronically c by remote problem determination d by examining such Goods either at the Customer s premises or elsewhere or e by the Customer returning such Goods to the Supplier s place of business or such other place as specified by the Supplier at the Supplier s cost or the Customer s cost if the relevant Goods are located outside England or are located more than 50 miles from the Supplier s nearest service representatives or authorised service provider and 4 5 3 a breach of the warranty set out in Condition 4 1 is confirmed by the Supplier then the Supplier shall at its option repair or replace the defective Goods or refund the price of the defective Goods in full 4 6 In the event that the Customer gives notice under Condition 4 5 and after investigation the Supplier concludes that there is no breach of the warranty set out in Condition 4 1 or if a breach did exist but the Customer had not installed available remote connectivity tools and equipment for direct problem reporting and or remote problem determination or remote problem resolution the Customer shall indemnify the Supplier for all related costs and expenses incurred by the Supplier in investigating and fixing if applicable such alleged breach 4 7 In the event that the Customer requests that the Supplier rectifies a breach of warranty outside the Supplier s normal working hours the Supplier shall be entitled to charge the Customer apremium for such work 4 8 The Supplier shall not be liable for Goods failure to comply with the warranty set out in Condition 4 1 if 4 8 1 the Customer makes any further use of such Goods after giving notice in accordance with Condition 4 5 or 4 8 2 the defect arises because the Customer failed to follow the Supplier s oral or written instructions as to the storage commissioning installation use and maintenance of the Goods or if there are none good trade practice or 4 8 3 the defect arises as a result of the Supplier following any drawing design or Specification supplied by the Customer or 4 8 4 the defect arises as a result of the Customer incorporating or integrating equipment with the Goods that are not approved by the Supplier or 4 8 5 the Customer alters or repairs such Goods without the written consent of the Supplier or 4 8 6 the defect arises as a result of fair wear and tear accident misuse abuse wilful damage negligence or abnormal storage or working conditions or 4 8 7 the defect arises in Goods classed as accessories consumables or perishables or 4 8 8 the defect is in relation to the calibration of any scale 4 9 Except as provided in this Condition 4 the Supplier shall have no liability to the Customer in respect of the Goods failure to comply with the warranty set out in Condition 4 1 4 10 In relation to any Services the Supplier warrants that these will be carried out in a workmanlike manner in conformity with standard industry practice In the event that the Customer detects within 30 days of the Services having been completed and prompt notification is made in writing by the Customer to the Supplier the Supplier will use reasonable endeavours to supply the necessary service direction or consultation to correct the nonconformity within a reasonable period of time 4 11 Except as set out in these Conditions all warranties conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Contract 4 12 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier provided always that in the event the Supplier repairs or replaces certain parts of the Goods such repairs or replacement shall not extend or generate a new Warranty Period for the Goods as a whole or for any parts not repaired or replaced 5 Title and risk 5 1 The risk in the Goods shall pass to the Customer at the point at which the Supplier delivers the Goods to or the Goods are collected by the carrier bailee or custodian for transmission to the Customer 5 2 Subject to Condition 5 3 title to the Goods shall not pass to the Customer until the Supplier has received payment in full in cash or cleared funds for 5 2 1 the Goods and 5 2 2 all other sums which are or which become due to the Supplier for sales of the Goods or any other products to the Customer 5 3 Title to hired Goods shall never pass to the Customer and shall remain under the ownership of the Supplier at all times 5 4 Until title to the Goods has passed to the Customer and during any hire of the Goods the Customer shall 5 4 1 hold the Goods on a fiduciary basis as the Supplier s bailee 5 4 2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier s property 5 4 3 not remove deface or obscure any identifying mark or packaging on or relating to the Goods 5 4 4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery 5 4 5 notify the Supplier immediately if it becomes subject to any of the events listed in Condition 7 2 5 4 6 give the Supplier such information relating to the Goods as the Supplier may require from time to time and 5 4 7 in relation to hired Goods a ensure that the Goods are kept and operated in a suitable environment used only for the purpose for which they were designed and operated in a proper manner by trained competent staff in accordance with the operating instructions provide by the Supplier b take such steps including compliance with all safety and usage instructions provided by the Supplier as may be necessary to ensure so far as is reasonably practicable that the Goods are at all times safe and without risk to health when it is being set used cleaned or maintained by a person at work c maintain at its own expense the Goods in a good and substantial repair in order to keep it in as good an operating condition as it was on delivery fair wear and tear only excepted including replacement of worn damaged and lost parts and shall make good any damage to the Goods d make no alteration to the Goods and shall not remove any existing components form the Goods unless carried out to comply with any mandatory modifications required by law or regulatory authority or unless the components are replace immediately or of removed in the ordinary course of repair and maintenance as soon as practicable by the same component or by one of a similar make and model or an improved advanced version of it Title and property in all substitutions replacements renewals made in or to the Goods shall vest in the Supplier immediately upon installation e keep the Goods at all times at the Site as defined in the Hire Agreement and shall not move or attempt to move any part of the Goods to any other location without the Supplier s prior written consent f permit the Supplier or its duly appointed representative to inspect the Goods at all reasonable times and for such purpose enter the Site or any premises where the Goods may be located and shall grant reasonable access and facilities for such inspection g maintain operating and maintenance records of the Goods and make copies of such records readily available to the Supplier together with such additional information as the Supplier may reasonably require and h not part with control of sell or offer for sale underlet or lend the Goods or allow the creation of any mortgage charge lien or other security interest in respect of it but the Customer may resell except in respect of any hired Goods or use the Goods in the ordinary course of its business 5 5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 7 2 or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly then provided that the Goods have not been resold or irrevocably incorporated into another product and without limiting any other right or remedy the Supplier may have the Supplier may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly enter any premises of the Customer or of any third party where the Goods are stored in order to recover them 5 6 The Customer shall indemnify the Supplier for all related costs and expenses including without limitation collection costs legal fees and court costs incurred by the Supplier in recovering the Goods pursuant to Condition 5 5 6 Price and payment 6 1 The price of the Goods and or Services shall be the price set out in the Order Confirmation 6 2 The Supplier may by giving notice to the Customer at any time up to 1 Business Day before delivery of the Goods and or Services increase the price of the Goods and or Services to reflect any increase in the cost of the Goods and or Services that is due to 6 2 1 any factor beyond the Supplier s control including foreign exchange fluctuations increases in taxes duties surcharges or levies and increases in labour materials and other manufacturing costs 6 2 2 any request by the Customer to change the delivery date quantities or types of Goods and or Services ordered or the Specification or 6 2 3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions 6 3 The price of the Goods is exclusive of the costs and charges of packaging insurance and transport if applicable of the Goods which shall be paid by the Customer when it pays for the Goods 6 4 The price of the Goods and or Services is exclusive of amounts in respect of value added tax VAT or other customs duties Duty that the Supplier may incur The Customer shall on receipt of a valid VAT invoice or invoice in respect of Duty from the Supplier pay to the Supplier such additional amounts in respect of VAT or Duty as are chargeable on the supply of the Goods and or Services 6 5 The Supplier may at any time require payment in advance or payment on account prior to providing Goods and or Services 6 6 In the event that the Supplier has agreed to waive its right to receive payment in advance or on account in accordance with Condition 6 5 the Customer shall pay each invoice in full and in cleared funds within 30 calendar days of the end of the month following completion of delivery of the Goods and or Services unless the Supplier has agreed in writing to extend or vary such terms of payment 6 7 All payments shall be made to the bank account nominated in writing by the Supplier and time of payment is of the essence 6 8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment the due date then 6 8 1 the Customer shall pay interest on the overdue amount at the rate of 4 per annum above LIBOR Such interest shall accrue on a daily basis and being compounded quarterly from the due date until the date of actual payment of the overdue amount whether before or after judgment The Customer shall pay the interest together with the overdue amount 6 8 2 the Supplier may suspend the delivery of all Goods and or Services until payment has been made in full and 6 8 3 the Customer shall indemnify the Supplier for all related costs and expenses including without limitation collection costs legal fees and court costs incurred by the Supplier in recovering payments 6 9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit set off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part The Supplier may at any time without limiting any other rights or remedies it may have set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer 6 10 In the event that LIBOR cannot be ascertained at any such relevant time or the Supplier determines acting reasonably that having regard to circumstances affecting the London interbank market generally adequate and fair means for calculating LIBOR do not exist then the Supplier shall give notice thereof to the Customer and interest on the overdue amount shall be calculated for such period at the rate per annum which is 4 above The Royal Bank of Scotland plc s base lending rate from time to time 7 Customer s insolvency or incapacity 7 1 If the Customer becomes subject to any of the events listed in Condition 7 2 or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly then without limiting any other right or remedy available to the Supplier the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer and all outstanding sums in respect of Goods and or Services delivered to the Customer shall become immediately due 7 2 For the purposes of Condition 7 1 the relevant events are 7 2 1 The Customer fails to make any payment due to the Supplier under the Contract dy the due date or 7 2 2 the Customer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing in either case within the meaning of section 268 of the Insolvency Act 1986 or being a partnership has any partner to whom any of the foregoing apply or 7 2 3 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors or 7 2 4 being an individual the Customer is the subject of a bankruptcy petition or

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/safeline-terms-and-conditions.html (2016-02-15)
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  • Mettler-Toledo Pharmacontrol Electronic GmbH - General Terms of Trade and Delivery - METTLER TOLEDO
    complicated cases the Company will be entitled to make at least two attempts to do so In the event that the repair or replacement delivery eventually fails the customer may in accordance with 437 no 2 Civil Code withdraw from the contract or reduce the purchase price and in accordance with 437 no 3 Civil Code demand damages Claims for damages shall be governed by fig 10 In the event that a defect is remedied the Company will pay the necessary expenses in particular transport costs travelling expenses and labour and materials costs provided that these are not increased by the fact that the goods have been brought to a place other than the place of performance Any additional costs caused in particular by the fact that the customer sells on the goods and has delivered them to a place other than his place of business shall be borne by the customer Any additional working times and travelling expenses incurred as a result must be paid by the customer in accordance with the Company s standard rates in the event that he wishes the guarantee work to be performed on site The guarantee will exclude second hand goods consumable materials e g batteries measuring rods loss or damage as a result of natural wear and tear defective maintenance disregard of instructions for the use of equipment excessive loading unsuitable equipment chemical or electrolytic influences defective building and assembly work by third parties and any other causes for which the Company is not responsible The guarantee will cease to apply in the event that the customer or any third party without the Company s prior written consent carries out alterations or repairs to the goods delivered by it or to the services rendered by it unless the customer can demonstrate that the defect is not attributable thereto A PRODUCT Company warrants that the equipment covered by this warranty will be free from defects in workmanship and materials under normal use for a period of 1 year from the date of original installation or 13 months from the date of shipment to Buyer whichever occurs first Should any such defects be found and reported during the term of the warranty Company will at its option refund the purchase price or correct such defects furnishing replacement parts and labor free of charge to Buyer Company will also furnish travel up to 80 kilometers 50 miles from the nearest Company service representative or authorized Company service provider free of charge during the warranty period B SOFTWARE Company warrants that software developed by Company will perform substantially the functions described in the software documentation when properly installed Company does not warrant that the software is error free that Buyer will be able to operate the software without interruption or that the software will be free of vulnerability to intrusion or attack The warranty period will be the same as the warranty period for the Company equipment within which the software is embedded If the software is not embedded within Company equipment the terms and conditions of the respective end user license agreement of Company shall apply exclusively If no end user license agreement is applicable the warranty period will be 90 days from the date of purchase by Buyer C SERVICE Company warrants that services will be performed in a workmanlike manner in conformity with standard industry practice Should any nonconformity be detected within 30 days after the work is completed and prompt notification is made by Buyer in writing to Company Company will supply the necessary service direction or consultation to correct the nonconformity D GENERAL The foregoing warranties are further subject to the following general conditions 1 Consumables accessories normal wear and tear wear parts and perishables are expressly excluded from the foregoing warranties 2 If Buyer requests the performance of warranty work provided for under the foregoing warranties during other than normal Company work periods Buyer will be required to pay for all premium time 3 These warranties will not apply where Company s equipment and or software has been subjected to accident alteration misuse abuse failure on the part of Buyer to ensure proper storage operation and or maintenance installation or servicing by other than Company authorized personnel the addition or supply of equipment not approved for incorporation into Company s product integration into the Buyer s environment or Buyer third party supplied software or interfacing 4 Company does not warrant the calibration of any product Company does however warrant the products manufactured by it to be capable of being adjusted to meet Company s printed specifications if any for accuracy as to the particular model type product for the period of warranty above stated when properly installed and used 5 Products of other manufacturers sold by Company as such are warranted by Company solely to the extent of any remaining warranty provided by the original manufacturer 6 In the event equipment is repaired by Company the performance of such repair work will not extend existing nor generate new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by Company E METHODS OF CORRECTION OF DEFECTS DURING WARRANTY To correct defects Company may attempt to diagnose and resolve the defect over the telephone or electronically Certain equipment contains remote support capabilities for direct problem reporting remote problem determination and resolution with Company When Buyer contacts Company for warranty work it must follow the problem determination resolution and procedure that Company specifies At any time following or to assist in problem determination Company may require return of the part or product to depot for service If Company determines on site work is required a service technician will be scheduled for on site work If Buyer gives notice of a defect to Company and requests Company for on site work when the defect could have been remedied remotely or if Company responds to Buyer s notice of defect and no defect is found for which Company

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/PCE_General_Terms.html (2016-02-15)
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  • Conditions Générales de Vente et de Services Mettler-Toledo Analyse Industrielle SAS - METTLER TOLEDO
    pli recommandé avec accusé de réception et resté sans effet passé un délai de 15 jours 8 SURETE Le Client accorde au Fournisseur une garantie pour le paiement du prix des équipements en reconnaît la validité et s engage à ne pas en contester la légitimité Le Client assistera le Fournisseur afin de prendre toutes actions de nature à parfaire et protéger les garanties accordées à ce dernier En cas de manquement du Client le Fournisseur pourra mettre en œuvre l ensemble des droits et recours prévus par la loi ou l équité Si le Client procède à une cession d actifs au profit de créanciers ou si le Fournisseur a des raisons de croire que le Client a des difficultés ou est dans l incapacité d exécuter ses obligations le Fournisseur pourra de plein droit résilier la commande ou exiger un paiement intégral ou partiel d avance conformément à l article 4 ci dessus 9 GARANTIES LE FOURNISSEUR GARANTIT EXPRESSEMENT LES EQUIPEMENTS FABRIQUES ET LES SERVICES FOURNIS AU CLIENT DANS LES CONDITIONS FIXEES PAR LES PRESENTES LE FOURNISSEUR NE DONNE AUCUNE AUTRE GARANTIE EXPLICITE OU IMPLICITE CETTE GARANTIE PEUT ETRE TRANSFEREE A TOUT CESSIONNAIRE DE L EQUIPEMENT SOUS RESERVE DU CONSENTEMENT PREALABLE ET ECRIT DU FOURNISSEUR DE PLUS CE QUI SUIT CONSTITUE LE SEUL ET UNIQUE RECOURS DU CLIENT EN CAS DE VIOLATION PAR LE FOURNISSEUR DES TERMES DE LA GARANTIE FOURNIE DANS LE CADRE DES PRESENTES A EQUIPEMENT Le Fournisseur garantit que le matériel sera exempt de défaut de fabrication et de matériaux dans le cadre d une utilisation normale dans un environnement adéquat pour une période d un an à compter de la date de livraison En cas de défaut le Fournisseur en application de cette garantie expresse pourra à sa seule discrétion procéder au remboursement du prix après reprise du matériel ou corriger ces défauts pièces et main d œuvre à sa charge ou faire rapatrier le matériel défectueux par le Client pour mise en conformité Cette garantie se limite strictement au remplacement de la pièce reconnue défectueuse par nos service techniques dans nos ateliers l appareil doit être adressé franco Les pièces d usure ne sont pas couvertes par la garantie B LOGICIELS Le Fournisseur garantit que tout logiciel développé par lui disposera essentiellement des fonctions décrites dans la documentation du logiciel lorsqu ilil aura été correctement installé Le Fournisseur ne garantit pas que le logiciel soit exempt d erreur de vulnérabilité à l intrusion ou à l attaque ou qu il fonctionnera sans interruption La période de garantie sera identique à celle de l équipement du Fournisseur dans lequel le logiciel est intégré Si le logiciel n est pas intégré dans l équipement du Fournisseur ce sont exclusivement les termes et conditions du contrat de licence utilisateur final du Client qui s appliqueront C GARANTIE SUR LES PRODUITS REPARES Le Fournisseur précisera par écrit au moment de la réparation s il existe une couverture en garantie pour les éléments à réparer ou remplacer L exécution d une telle réparation ne prolongera pas et ne génèrera pas une nouvelle couverture en garantie pour le matériel dans son ensemble ou pour les éléments non réparés ou remplacés par le Fournisseur D SERVICES Le Fournisseur garantit que les services seront exécutés de façon professionnelle et dans le respect des pratiques industrielles standard Dans le cas où une non conformité serait détectée dans les 30 jours après l exécution des prestations et suite à une notification écrite du Client le Fournisseur donnera toutes instructions en vue de corriger cette non conformité E GENERALITES Les garanties ci dessus ne s appliquent pas lorsque l équipement du Fournisseur et ou les logiciels ont subi des accidents modifications ont été utilisés de façon inappropriée ou abusive n ont pas été correctement stockés par le Client ont été installés ou entretenu par d autres personnes que le personnel autorisé du Fournisseur Les garanties ci dessus ne s appliquent pas s il y a eu ajout ou fourniture d équipement dont l incorporation aux produits du Fournisseur n a pas été approuvée si le Client ou un tiers a fourni le logiciel ou l interface Si le Client informe le Fournisseur d un défaut et qu aucun défaut dont le Fournisseur aurait la responsabilité n est trouvé le Fournisseur pourra obtenir une indemnisation pour tout travail effectué ou coût engagé pour l intervention liée à cette réclamation F CORRECTION DES DEFAUTS PENDANT LA GARANTIE Afin de corriger tous défauts le Fournisseur peut procéder à un diagnostic par téléphone ou par voie électronique Certains équipements peuvent faire l objet d un support à distance afin de disposer directement des informations sur les problèmes rencontrés de procéder à leur détermination et de les résoudre avec le Client Lorsque le Client contacte le Fournisseur dans le cadre de la garantie il doit suivre la procédure du Fournisseur du problème à sa résolution Après diagnostic si le Fournisseur constate que des travaux sur site sont nécessaires un technicien sera désigné Si le Client notifie un défaut au Fournisseur et exige une intervention sur site alors qu elle aurait pu avoir lieu à distance le Client prendra en charge les travaux et coûts occasionnés par sa demande 10 CONTREFACON Le Fournisseur prendra en charge toute poursuite ou procédure intentée à l encontre du Client si celle ci a pour origine une réclamation valide concernant un équipement élaboré par le Fournisseur ou une partie de celui ci qui constituerait la violation d un brevet existant et s il en a été informé immédiatement par écrit en lui accordant tout pouvoir en lui fournissant toutes informations et assistance au frais du Fournisseur en vue de sa défense et si la violation alléguée n est pas due à une conception ou toute autre demande particulière du Client ou le résultat de l application ou de l utilisation faite par le Client ou toute autre personne de l équipement en cause Le Fournisseur prendra en charge tous les dommages et coûts finalement

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/conditions-generalesdeventeetdeservicesmettlertoledoanalyseindus.html (2016-02-15)
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  • Mettler-Toledo Sales International GmbH - Conditions générales de vente - METTLER TOLEDO
    utiliser les logiciels de façon continue ou que les logiciels seront protégés contre d éventuels risques d intrusion ou d attaque Pour autant que les logiciels soient fournis avec un contrat de licence d utilisateur final ce dernier s applique de manière exclusive Si aucun CLUF n est applicable le délai de garantie est de 90 jours à compter de la date d achat 7 3 Pour les articles fournis mais non produits par MT matériels sous traités MT ne s engage à les garantir que dans le cadre de la garantie restante du sous traitant 7 4 Les garanties citées aux paragraphes 7 1 à 7 3 sont définitives et toutes les autres garanties sont exclues 7 5 Le client s engage à inspecter l article fourni dans un délai convenable à la suite de la réception et au plus tard dans les 10 jours calendaires Tout défaut doit être déclaré par écrit et en détail sitôt qu il a été décelé En cas d absence de déclaration de la part du client ses droits concernant les défauts seront déchus 7 6 Si l article fourni est défectueux MT est dans l obligation pendant le délai de garantie de réparer l article fourni ou de remplacer les pièces défectueuses à son choix et à ses frais MT est par ailleurs en droit de rembourser au client le prix d achat contre le retour de l article fourni défectueux Les obligations de garantie de MT sont limitées aux réparations ou remplacements qui constituent le recours exclusif du client et qui dépendent de la réception par écrit de MT d un avis faisant état de tout défaut prétendu y compris les numéros d autorisation de retour du matériel applicable dans un délai de dix 10 jours suivant la découverte d un tel défaut par le client et à l entière discrétion de MT du retour de l élément concerné à l usine désignée de MT Ce recours exclusif sera considéré comme conforme à son objectif fondamental dans la mesure où MT peut et consent à réparer la les pièce s défectueuse s dans un délai raisonnable après que le client a fourni la preuve à MT qu un défaut existe 7 7 Le délai de garantie est de 12 mois à compter de la première livraison de l article fourni Les droits du client se prescrivent conformément aux délais de garantie 7 8 Une réparation ou une livraison de remplacement n entraînent pas de prorogation du délai de garantie initial ni du délai de prescription légale 7 9 Les consommables accessoires pièces d usure et objets à courte durée de vie défauts attribuables à l usure normale maintenance défectueuse des accidents un stockage une utilisation ou une maintenance incorrects négligence des spécifications d exploitation sollicitations excessives ressources d exploitation inadaptées influences chimiques ou électrolytiques ou intégration dans l environnement du client sont exclus de la garantie Le client doit tout particulièrement observer précisément les instructions d installation manuels du produit et

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/si-general-conditions-sale.html (2016-02-15)
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  • Mettler Toledo Safeline X-Ray Ltd – Standard Terms and Conditions - METTLER TOLEDO
    the Supplier warrants that on delivery and for a period of 12 months from the date of delivery or 18 months from the date of shipment whichever occurs first the Warranty Period the Goods other than Third Party Goods as defined below shall 4 1 1 conform in all material respects with their description 4 1 2 be free from material defects in design material and workmanship under normal use and 4 1 3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 This period is extended by a further 12 months in respect of X Ray tanks subject to the Supplier s Technical Bulletins as amended from time to time 4 2 Notwithstanding Condition 4 1 the Customer acknowledges that any Goods supplied to the Supplier by a third party supplier for on sale to the Customer and therefore not manufactured by the Supplier itself Third Party Goods shall not have the benefit of the warranty provided under Condition 4 1 but the Supplier shall use reasonable endeavours to procure that any warranty provided by the third party supplier in relation to such Third Party Goods shall be capable of being transferred to the Customer The Customer further agrees to comply with the terms and conditions of any end user licence agreement or similar which may apply to software comprising Third Party Goods 4 3 Notwithstanding Condition 4 1 the Customer acknowledges that any Goods supplied in accordance with the Specification shall not have the benefit of the warranty provided under Condition 4 1 to the fullest extent permitted by law 4 4 The Customer further acknowledges that any software provided by the Supplier may not be free of bugs or errors or that the Customer will be able to operate the software without interruption or that the software will be free of vulnerability to intrusion or attack The Customer agrees that the existence of any minor errors interruptions in use or attacks shall not constitute a breach of the warranty set out in Condition 4 1 4 5 Subject to Conditions 4 2 to 4 4 and 4 6 if 4 5 1 the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 4 1 and follows any problem reporting problem determination and resolution procedure provided by the Supplier and 4 5 2 the Supplier is given a reasonable opportunity to diagnose and resolve such breach by any one or more of the following means at the absolute discretion of the Supplier a by telephone b electronically c by remote problem determination d by examining such Goods either at the Customer s premises or elsewhere or e by the Customer returning such Goods to the Supplier s place of business or such other place as specified by the Supplier at the Supplier s cost or the Customer s cost if the relevant Goods are located outside England or are located more than 50 miles from the Supplier s nearest service representatives or authorised service provider and 4 5 3 a breach of the warranty set out in Condition 4 1 is confirmed by the Supplier then the Supplier shall at its option repair or replace the defective Goods or refund the price of the defective Goods in full 4 6 In the event that the Customer gives notice under Condition 4 5 and after investigation the Supplier concludes that there is no breach of the warranty set out in Condition 4 1 or if a breach did exist but the Customer had not installed available remote connectivity tools and equipment for direct problem reporting and or remote problem determination or remote problem resolution the Customer shall indemnify the Supplier for all related costs and expenses incurred by the Supplier in investigating and fixing if applicable such alleged breach 4 7 In the event that the Customer requests that the Supplier rectifies a breach of warranty outside the Supplier s normal working hours the Supplier shall be entitled to charge the Customer a premium for such work 4 8 The Supplier shall not be liable for Goods failure to comply with the warranty set out in Condition 4 1 if 4 8 1 the Customer makes any further use of such Goods after giving notice in accordance with Condition 4 5 or 4 8 2 the defect arises because the Customer failed to follow the Supplier s oral or written instructions as to the storage commissioning installation use and maintenance of the Goods or if there are none good trade practice or 4 8 3 the defect arises as a result of the Supplier following any drawing design or Specification supplied by the Customer or 4 8 4 the defect arises as a result of the Customer incorporating or integrating equipment with the Goods that are not approved by the Supplier or 4 8 5 the Customer alters or repairs such Goods without the written consent of the Supplier or 4 8 6 the defect arises as a result of fair wear and tear accident misuse abuse wilful damage negligence or abnormal storage or working conditions or 4 8 7 the defect arises in Goods classed as accessories consumables or perishables or 4 8 8 the defect is in relation to the calibration of any scale 4 9 Except as provided in this Condition 4 the Supplier shall have no liability to the Customer in respect of the Goods failure to comply with the warranty set out in Condition 4 1 4 10 In relation to any Services the Supplier warrants that these will be carried out in a workmanlike manner in conformity with standard industry practice In the event that the Customer detects within 30 days of the Services having been completed and prompt notification is made in writing by the Customer to the Supplier the Supplier will use reasonable endeavours to supply the necessary service direction or consultation to correct the nonconformity within a reasonable period of time 4 11 Except as set out in these Conditions all warranties conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Contract 4 12 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier provided always that in the event the Supplier repairs or replaces certain parts of the Goods such repairs or replacement shall not extend or generate a new Warranty Period for the Goods as a whole or for any parts not repaired or replaced 5 Title and risk 5 1 The risk in the Goods shall pass to the Customer at the point at which the Supplier delivers the Goods to or the Goods are collected by the carrier bailee or custodian for transmission to the Customer 5 2 Subject to Condition 5 3 title to the Goods shall not pass to the Customer until the Supplier has received payment in full in cash or cleared funds for 5 2 1 the Goods and 5 2 2 all other sums which are or which become due to the Supplier for sales of the Goods or any other products to the Customer 5 3 Title to hired Goods shall never pass to the Customer and shall remain under the ownership of the Supplier at all times 5 4 Until title to the Goods has passed to the Customer and during any hire of the Goods the Customer shall 5 4 1 hold the Goods on a fiduciary basis as the Supplier s bailee 5 4 2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier s property 5 4 3 not remove deface or obscure any identifying mark or packaging on or relating to the Goods 5 4 4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery 5 4 5 notify the Supplier immediately if it becomes subject to any of the events listed in Condition 7 2 5 4 6 give the Supplier such information relating to the Goods as the Supplier may require from time to time and 5 4 7 in relation to hired Goods a ensure that the Goods are kept and operated in a suitable environment used only for the purpose for which they were designed and operated in a proper manner by trained competent staff in accordance with the operating instructions provide by the Supplier b take such steps including compliance with all safety and usage instructions provided by the Supplier as may be necessary to ensure so far as is reasonably practicable that the Goods are at all times safe and without risk to health when it is being set used cleaned or maintained by a person at work c maintain at its own expense the Goods in a good and substantial repair in order to keep it in as good an operating condition as it was on delivery fair wear and tear only excepted including replacement of worn damaged and lost parts and shall make good any damage to the Goods d make no alteration to the Goods and shall not remove any existing components form the Goods unless carried out to comply with any mandatory modifications required by law or regulatory authority or unless the components are replace immediately or of removed in the ordinary course of repair and maintenance as soon as practicable by the same component or by one of a similar make and model or an improved advanced version of it Title and property in all substitutions replacements renewals made in or to the Goods shall vest in the Supplier immediately upon installation e keep the Goods at all times at the Site as defined in the Hire Agreement and shall not move or attempt to move any part of the Goods to any other location without the Supplier s prior written consent f permit the Supplier or its duly appointed representative to inspect the Goods at all reasonable times and for such purpose enter the Site or any premises where the Goods may be located and shall grant reasonable access and facilities for such inspection g maintain operating and maintenance records of the Goods and make copies of such records readily available to the Supplier together with such additional information as the Supplier may reasonably require and h not part with control of sell or offer for sale underlet or lend the Goods or allow the creation of any mortgage charge lien or other security interest in respect of it but the Customer may resell except in respect of any hired Goods or use the Goods in the ordinary course of its business 5 5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 7 2 or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly then provided that the Goods have not been resold or irrevocably incorporated into another product and without limiting any other right or remedy the Supplier may have the Supplier may at any time require the Customer to deliver up the Goods and if the Customer fails to do so promptly enter any premises of the Customer or of any third party where the Goods are stored in order to recover them 5 6 The Customer shall indemnify the Supplier for all related costs and expenses including without limitation collection costs legal fees and court costs incurred by the Supplier in recovering the Goods pursuant to Condition 5 5 6 Price and payment 6 1 The price of the Goods and or Services shall be the price set out in the Order Confirmation 6 2 The Supplier may by giving notice to the Customer at any time up to 1 Business Day before delivery of the Goods and or Services increase the price of the Goods and or Services to reflect any increase in the cost of the Goods and or Services that is due to 6 2 1 any factor beyond the Supplier s control including foreign exchange fluctuations increases in taxes duties surcharges or levies and increases in labour materials and other manufacturing costs 6 2 2 any request by the Customer to change the delivery date quantities or types of Goods and or Services ordered or the Specification or 6 2 3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions 6 3 The price of the Goods is exclusive of the costs and charges of packaging insurance and transport if applicable of the Goods which shall be paid by the Customer when it pays for the Goods 6 4 The price of the Goods and or Services is exclusive of amounts in respect of value added tax VAT or other customs duties Duty that the Supplier may incur The Customer shall on receipt of a valid VAT invoice or invoice in respect of Duty from the Supplier pay to the Supplier such additional amounts in respect of VAT or Duty as are chargeable on the supply of the Goods and or Services 6 5 The Supplier may at any time require payment in advance or payment on account prior to providing Goods and or Services 6 6 In the event that the Supplier has agreed to waive its right to receive payment in advance or on account in accordance with Condition 6 5 the Customer shall pay each invoice in full and in cleared funds within 30 calendar days of the end of the month following completion of delivery of the Goods and or Services unless the Supplier has agreed in writing to extend or vary such terms of payment 6 7 All payments shall be made to the bank account nominated in writing by the Supplier and time of payment is of the essence 6 8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment the due date then 6 8 1 the Customer shall pay interest on the overdue amount at the rate of 4 per annum above LIBOR Such interest shall accrue on a daily basis and being compounded quarterly from the due date until the date of actual payment of the overdue amount whether before or after judgment The Customer shall pay the interest together with the overdue amount 6 8 2 the Supplier may suspend the delivery of all Goods and or Services until payment has been made in full and 6 8 3 the Customer shall indemnify the Supplier for all related costs and expenses including without limitation collection costs legal fees and court costs incurred by the Supplier in recovering payments 6 9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit set off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part The Supplier may at any time without limiting any other rights or remedies it may have set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer 6 10 In the event that LIBOR cannot be ascertained at any such relevant time or the Supplier determines acting reasonably that having regard to circumstances affecting the London interbank market generally adequate and fair means for calculating LIBOR do not exist then the Supplier shall give notice thereof to the Customer and interest on the overdue amount shall be calculated for such period at the rate per annum which is 4 above The Royal Bank of Scotland plc s base lending rate from time to time 7 Customer s insolvency or incapacity 7 1 If the Customer becomes subject to any of the events listed in Condition 7 2 or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly then without limiting any other right or remedy available to the Supplier the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer and all outstanding sums in respect of Goods and or Services delivered to the Customer shall become immediately due 7 2 For the purposes of Condition 7 1 the relevant events are 7 2 1 the Customer fails to make any payment due to the Supplier under the Contract by the due date or 7 2 2 the Customer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being a company is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing in either case within the meaning of section 268 of the Insolvency Act 1986 or being a partnership has any partner to whom any of the foregoing apply or 7 2 3 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors or 7 2 4 being an individual the Customer is the subject of a bankruptcy petition or order or 7 2 5 a

    Original URL path: http://fr.mt.com/fr/fr/home/site_content/legal/commercial_terms/safeline-xray-tac.html (2016-02-15)
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