Summarised General Terms and Conditions of Sale Hanna Instruments B.V.
These General Terms and Conditions of Sale (the GTC) are a summarised representation of the GTC as
these have been filed at the Chamber of Commerce in Utrecht in July 2002 under file number
30154816. The text in the complete GTC is binding.
SALE AND DELIVERY
When in the GTC reference is made to Supplier, then this means: Hanna Instruments B.V.
Counterparty: each (legal) person that wishes to conclude or has concluded an agreement with the
Supplier. The applicability of general terms and conditions used by the counterparty is explicitly
Each offer has a validity period of 30 days, is non-binding and does not bind the Supplier.
The price lists, brochures, and other data provided at an offer have been stated as precisely as
possible; these are only binding for the Supplier if this has been confirmed explicitly in writing.
Mentioned prices apply only to the offered quantities.
The Supplier can solely be bound in writing by an authorised person.
An agreement is only concluded then on the moment that the Supplier has confirmed the order in
writing. The Supplier is authorised to involve third parties for a correct execution of the agreement.
Unless a binding term for offer exists, each price statement is non-binding. Prices are ex. VAT, ex.
Assembly and ex. putting into operation. Price and rate changes permitted by the law of more than
2% are reserved.
Delivery, transport and Delivery time
Visible shortfalls, defects, damages to the delivered must be reported within 24 hours in writing to the
Supplier, in the absence of which the Supplier is authorised not to take reclamations in that respect
into treatment. Delivery times are always by approximation: exceeding thereof shall never lead to
compensation of damages. The manner of transport will be determined by the Supplier as a good
merchant and is in principle for the risk of the Supplier.
Only sustainable packaging, provided that it is stated separately on the delivery document and in
good usable state, can be taken back against compensation for cost price by the Supplier.
In case of Force Majeure the Supplier has the right to suspend the agreement or to make an
arrangement in consultation with the counterparty.
Supplier warrants the properness of the used materials for new products for a period of 2 years
after delivery, for consumables (e.g. electrodes) 6 months after delivery, unless agreed otherwise.
Goods that are eligible for warranty work, must be sent free of charge to the Supplier. Warranty work
takes place in principle within the enterprise of the Supplier (service department) and so during the
normal working hours. When the activities must be executed elsewhere, then the Supplier is
authorised to bring travel and board costs into account even when the warranty claims are awarded.
All warranty claims become void if the counterparty executes or lets be executed (a) change(s) in or
repair(s) to the delivered or the delivered is not used/treated precisely according to the (factory)
prescriptions delivered along or in another manner inexpertly and/or for other purposes than the
destination originally given to it. These warranty stipulations do not apply to articles that will be
consumed. Non-compliance by the counterparty of one of his obligations shall relieve the Supplier of
his warranty obligations. Compliance with the warranty obligation is regarded as the only and
complete compensation of damages.
Right of retention
On all goods which are from or on behalf of the counterparty under the Supplier, irrespective of the
cause, the Supplier has the right of retention for the account of the counterparty for as long as he has
not complied with all of his obligations towards the Supplier.
Liability and reclamations
Except for mandatory lawful stipulations, the Supplier is not obliged to any compensation of damage,
both at the counterparty and at third parties. Activities by the Supplier, without that these are stated
in the commission, take place for the risk of the counterparty.
The liability of the Supplier is at all times limited to damage caused directly and is at all times limited
to the amount that is paid by the liability insurance of the Supplier. The liability is at all times limited
to the net value of the invoice of the delivered, respectively limited to the insured sum of the liability
insurance of the Supplier. Compliance with the applicable warranty obligations and/or pay-out of the
established damage by the Supplier or his insurer(s) will be regarded as the sole and overall
compensation of damage. For the remainder, the counterparty safeguards the Supplier explicitly and
Possible reclamations concerning goods or invoices shall only be taken into treatment if these have
been received within 8 days after delivery in writing by the Supplier. If the reclamation is found to be
well founded by the Supplier, then the Supplier is solely obliged to replace the improper goods or to
repair these without that the counterparty can claim in addition any right whatsoever to
All intellectual property rights concerning documentation, drawings, software etc. are explicitly
reserved by the Supplier.
If it should inadvertently be proven that a good sold by the Supplier violates a right of a third party
and the counterparty receives a claim in relation hereto, then the counterparty is obliged to notify the
Supplier hereof directly.
All goods delivered by the Supplier remain the property of the Supplier, till the moment of complete
payment of all that the counterparty, on whichever basis, is due towards the Supplier, including
among others the future claims on the counterparty, including interest and costs (and in case delivery
takes place on the basis of current account till the moment of the settlement of the balance possibly at
the charge of the counterparty).
Unless agreed otherwise, payment must take place net in cash upon delivery or by means of deposit
of bank transfer into a bank account designated by the Supplier within 30 days after the date of the
invoice. Settlement of due interest and costs takes place primarily. After expiry of the payment term,
the Supplier has the right to calculate 1.5% interest per (a part of a) month. All collection costs will be
for the account of the delinquent counterparty.
Disputes are submitted to the competent court in the town of the seat of business of the Supplier,
unless the Supplier prefers otherwise.
These terms and conditions apply next to and in addition to the above GTC and will be sent to you
When from these summarised GTC it does not show clearly what the rights and/or duties of
counterparty or Supplier are, we refer you to the latest version of our ‘General Terms and Conditions’
as these have been filed at the Chamber of Commerce in Utrecht, the Netherlands. These will be sent
to you upon request.