GENERAL CONDITIONS OF SALE AND DELIVERY
MAREN, having its Registrated Office at Henley-on-Thames, Great Britain,
under Registration No. 4390648.
Article 1.1: Unless the contrary is expressly stipulated in writing, these conditions shall apply to the sale of all goods as also to the performance of any subsequent agreement flowing from such sale, as well as to all our offers and other agreements. The party contracting with us shall for easy reference hereinafter be referred to as "the Purchaser", even though the agreement in question should in actual fact not be an agreement of sale. Our representatives shall not without the prior written authorisation of our board of directors, be empowered to make such a stipulation.
Article 1.2: These conditions shall continue to be binding upon the legal relationship with the Purchaser, to the exclusion of any other general conditions, including those of the Purchaser unless the contrary is expressly stipulated in writing by MAREN LTD. If the Purchaser declares his general conditions binding, this clause will be invalid. Our representatives shall not without the authorisation of our board of directors, or of a person duly authorised by the board of directors, be empowered to make such a stipulation.
Article 2.1: Our offers shall be without engagement, unless we have expressly declared the contrary in writing. We shall be bound only after an order has been accepted by us in writing or has been executed by us. In the latter event our delivery and our invoice shall serve as proof of the order and the acceptance thereof. Minor or customary variations from what we have undertaken shall be permitted.
Article 3.1: If information about the grade, content and/or quality of our goods is given by us in offers, price-lists or otherwise, the correctness of that information is guaranteed only, if and to the extent that such has been declared by us directly to the Purchaser in writing.
Unless otherwise agreed in writing, samples and/or analysis-results fixed by us shall merely indicate the nature and quality of the goods by a rough approximation.
Article 3.2: If goods supplied by us should not be up to grade, content and/or quality of or should not come up to the samples or analysis-results supplied and given by us - the correctness whereof has been guaranteed by us directly to the Purchaser in writing -, or if supply and delivery should not in any other way be in conformity with what has been agreed upon, we shall at our free option - take back the goods sold or allow a price reduction to a sum not exceeding the amount of the real difference in value. For the rest, we shall not be liable for any effect from the part of the Purchaser and/or third parties. The Purchaser shall be under obligation to any claim made by third parties in respect thereof.
Article 3.3: Complaints about the grade, content and/or quality of goods supplied by us, as well as other complaints, shall - on pain of forfeiture of rights - require to be lodged with and notified to us by registered mail, at the same time submitting a representative sample of the said goods, within 8 (eight) days after delivery of those goods. The sample shall require to have been drawn by an independent expert and must weigh at least 5.000 grammes. This must be free from any external pollution. In case MAREN LTD has made its own samples, one for the purchaser and one for herself these samples will determine the quality of the delivered goods. .
Article 3.4: The Purchaser must prove that the defect, to which his complaint relates, did not exist at the time of the delivery, the foregoing on pain of forfeiture of his rights with regard thereto. Measurements and weighings shall be carried out by us to the best of our knowledge and ability. The Purchaser shall have the right to attend our measurements and weighings, provided that he always notifies us at least 2 days before the measurements and weighings will take place.
Article 3.5: If the quantity sold by us has been indicated between the Purchaser and us only approximately, we shall unless otherwise agreed, have the right - at our free option - to supply and deliver 10 per cent more or less than the quantity indicated.
Article 3.6: If a period of delivery has been agreed upon for the goods, this shall merely imply that we shall to the best of our ability comply with the period agreed upon.
Article.3.7: A period of delivery shall not commence until the agreement has been concluded in terms of Article 2 hereof and until the Purchaser has up to then fulfilled all this obligations towards us.
Article 3.8: If a period of delivery and/or time of delivery should be exceeded by us, the Purchaser shall not be entitled to base thereon the right to claim a dissolution of the agreement and/or compensation of any damages whatsoever, and his obligations shall remain unaffected thereby. But if the Purchaser fails at the agreed time to call or nominate for delivery, to provide transportation or to take delivery at the place of destination, for whatever reason, he shall automatically be in default, without any notice being required and we shall at our option be entitled to consider the agreement immediately cancelled in whole or in part, without any judicial intervention being required and without prejudice to our right to claim damages from the Purchaser or to store or procure the storage of the goods in whole or in part from the account and risk of the Purchaser and to charge the Purchaser the expenses thereby incurred. The damages referred to are fixed at a minimum amount equal to the difference between the marketprice prevailing at the moment of the breach according to the high of Platt's and the agreed price, without prejudice to our right to claim further damages.
Article 4.1: The selling-prices stipulated by us are based on taxes, levies and duties which exist within Great Britain or elsewhere, and prevail at the time the agreement is entered into with the Purchaser. Unless otherwise expressly provided in that agreement, we shall in case of every and each change in these taxes, levies and duties occurring after that point of time be entitled to revise the above mentioned selling-prices accordingly and to charge the same to the Purchaser.
Article 4.2: Should, after the agreement has been concluded in terms of article 2 hereof, the prices on the world market or those of our suppliers or the coat of labour, the coat of refining, the costs of processing and/or working up, the cost of storage and/or transport or taxes, levies by government authorities or import duties, have risen or are newly introduced or are levied, then we shall be entitled proportionately to increase in the Value Added Tax (B.T.W.) or other taxes, levies or duties connected therewith or for the later levy.
Article 5.1: Except as otherwise agreed, in accordance with article 2 of these conditions, all our prices shall be exclusive of the cost of carriage to the destination desired by the Purchaser. If it has been agreed with the Purchaser that the cost of transport shall form part of and be concluded in the selling-price, then the provisions of article 4 hereof shall apply to any change in the said cost of transport.
Article 6.1: The place where the goods are loaded into any means of conveyance having the destination agreed upon between the purchaser and ourselves shall be deemed to be the place of delivery, regardless of whether the sale has been effected free domicile, f.o.b., c & f, c.i.f. or any other similar condition.
Article 6.2: If no arrangement has been made about carriage or about means of conveyance to be provided, as also if the Purchaser shall fail to provide transportation at the appointed time and place in conformity with the agreement, the place where the goods are available at the agreed time of delivery shall be deemed to be the place of delivery.
Article 6.3: If in respect of goods sold we have undertaken the obligation to enter into a contract of carriage such contract shall, together with all thereto pertaining, be deemed to, form part of the purchase agreement. If the carrier makes default, also in the event of his having been contracted by us, we shall not be liable; in such a case we shall be fully discharged by transferring our relative rights as against the carrier to the Purchaser.
Article 7.1: If at the time and place of loading the means of conveyance concerning goods sold by us have not yet been set apart for the Purchaser, the time at which and the place where the goods sold were set apart shall be deemed to be the time and place of delivery of the goods sold. The Purchaser shall be deemed to have taken delivery of the goods purchased at the time whereat and the place where the aforesaid delivery took place, and the Purchaser shall as from that point of time bear the risk of the goods Purchased, including the risk of conveyance thereof. The Purchaser shall without any notice of default having been given - be in default, if he should fail to give his co-operation to the delivery of the goods sold at the agreed date or - failing which - at the date to be fixed by us, if the effecting of such delivery is partly dependent on his co-operation.
Article 8.1: If packing material or means of conveyance are made available by us on behalf of the Purchaser, then the same shall as from the time of delivery be at the risk of the Purchaser; we shall not assume any liability whatsoever for the soundness and reliability of the packing material or means of conveyance. Except in cases where a different arrangement in writing has expressly been made between the Purchaser and ourselves, the Purchaser shall within 24 (twenty-four) hours after arrival at the agreed place of destination or - failing agreement thereon - at such place of destination as shall be designated by us return the packing material or as the case may be - the means of conveyance, free domicile and empty, to a destination to be named by us.