General Sales Conditions Komatsu KVX LLC
These General Conditions of Sale apply to all products or parts (hereafter collectively referred to as «products») and services supplied by us and to all our other communications (including, but not limited to, suggestions, advice, and statements made verbally, on the Internet, over the telephone, in brochures, price lists, advertisements, or quotations). No amendment or addition to these General Conditions of Sale is valid unless confirmed by us in writing. If there is any conflict between these General Conditions and Sale and a special written agreement concluded between us and the Customer (e.g., distributorship agreement, sales contract), the provisions of the latter agreement shall prevail. Any other terms and conditions relied upon by the Customer are excluded. By placing an order, the Customer indicates that he reviewed the General Conditions of Sale and agrees to be bound by them. We reserve ourselves the right to modify or withdraw all or part of these General Conditions of Sale at any time.
2.1. Any purchase order placed by the Customer shall be subject to our acceptance. The Customer shall remain responsible for his choice of product and its suitability for purpose. Orders can be accepted in writing, by E-mail (email@example.com) or fax (+47 51 78 50 81) but are only binding when accepted by us. We reserve ourselves the right to accept or reject any purchase order without specifying our reasons.
2.2. In the event that the Customer places a firm purchase order and subsequently withdraws that order, the Customer shall pay KVX a 10% cancellation fee.
2.3. If the Order Confirmation contains modifications in respect of the Customer’s order, the Customer shall be deemed to accept those modifications, unless the Customer notifies his disagreement in writing within a period of eight (8) calendar days from receipt of the Order Confirmation.
2.4. We reserve ourselves the right, even after having sent the Order Confirmation, to make all necessary modifications to the products, without the Customer being entitled to raise any claim or complaint in relation thereto.
3. Quotations and Prices
3.1. Unless we agree otherwise in writing, any quotation made by us, including price quotations, are not binding upon us. We reserve ourselves the right to change the prices included in a quotation without notice.
3.2. Unless we agree otherwise in writing, prices do not include costs for packing and assembly of the products.
4. Payment Terms
4.1. Payment shall be due as indicated on the invoice and shall be made through our bank. Unless we specify otherwise in writing, credit periods mentioned on the invoice run from the invoice date and full payment must be received prior to the expiry of the credit period.
4.2. Any amount which remains unpaid at expiration, will automatically and without notice be subject to a late payment interest equal to 1.5% per month, whereby a part of a month is considered as a whole month.
4.3. Delay in payment will automatically entitle suspension of any orders in progress.
4.4. If the Customer fails to settle any amount for repair and/or modification of the products, we shall be entitled to retain the products until we have received full payment. The Customer shall in no event be entitled to suspend or delay payments in case of claims, complaints or disputes.
4.5. Any costs, including legal expenses, which we incur in recovering overdue debts shall be carried by the Customer.
5. Transfer of Property and Risk
5.1. The products will remain our property until full payment has been received.
5.2. The Customer shall comply in due course with all duties and formalities required with respect to retention of title by the laws of the place where the products are located.
5.3. The transfer of risk shall pass onto the Customer in accordance with the delivery terms. In the absence of a written agreement of the delivery terms, the risk for loss or damage of the products shall pass onto to the Customer at our factory when loading the products onto the mode transportation. The Customer shall be responsible for insuring the products from the moment of the passing of the risk onwards.
6.1. Unless we agree otherwise in writing, our delivery dates are not binding upon us. Failure to respect such delivery dates shall therefore not entitle the Customer to any indemnification.
6.2. The Customer shall accept partial deliveries.
7. Acceptance of delivery
7.1. Immediately upon receipt of the products, the Customer shall conduct a thorough inspection of the products in order to check their conformity with the agreed specifications, the existence of any damage or the absence of parts. In the event that the Customer is of the opinion that the delivered products are incomplete or unsatisfactory, the Customer shall notify the delivery agent (detailed reservations on the transport documents) and shall make a claim in writing within fourteen (14) calendar days from the date of receipt of the products. If the Customer fails to submit a claim within this period, he will be deemed to have accepted the products in the condition in which they have been delivered.
7.2. In any event, our potential indemnification obligation shall be limited to completing, repairing or replacing the products or the parts concerned.
7.3. In no event shall we incur or accept any other indemnification obligation or liability, direct or indirect, express or implied.
We guarantee that any new products shall be free from defects in material and workmanship. Following the acceptance of the products in accordance with art 7 hereof, our guarantee obligation shall, at our discretion, be fulfilled either by the repair or the replacement of the products. We disclaim all other liability for loss or damage howsoever caused arising out of the purchase, possession, sale or use of the products, and we exclude hereby all other terms, conditions and warranties, express or implied, whether by operation of law or conventional.
9. Data Protection
We will hold and/or transfer personal data of our Customers in strict accordance with applicable data protection laws.
10. Termination – Consequences of Termination
10.1. We shall have the right to terminate the agreement with the Customer with immediate effect upon giving written notice if the Customer defaults any payment or is otherwise in breach of one of his obligations.
10.2. We shall also have the right to terminate the agreement with the Customer without given written notice if the Customers enter into bankruptcy or into voluntary or compulsory liquidation.
10.3. In case of termination of the agreement in accordance with the above art. 10.1, we shall be entitled to enter the premises of the Customer to repossess the products.
Except as otherwise provided, all notices, complaints and other communications shall be in writing and be sent by registered mail addressed to Komatsu KVX LLC, Plogfabrikkvegen 9, 4353 Klepp Stasjon, Norway.
12. Governing Law and Forum
Save for the application of art. 5.2, these General Conditions of Sale are governed by and construed in accordance with the laws of Norway, to the exclusion of the Hague Convention relating to a Uniform Law on the International Sale of Goods of 1 July 1964 and the Vienna Convention on the International Sale of Good of 11 April 1980 and also to the exclusion of the Law of 27 July 1961 on the unilateral termination of exclusive distribution agreements. In the event of any dispute arising in relation to these General Conditions of Sale, the competent Courts of Stavanger will have jurisdiction. Notwithstanding this, we shall have the right, at our sole discretion, to commence legal proceedings before the court of the place where the Customer has an office.
If any part of these General Conditions of Sale is determined to be invalid or unenforceable pursuant to governing law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the wordings and spirit of the original provision. The remainder of the General Conditions of Sale shall continue in effect.
14. Final Provisions
14.1. Our failure to enforce at any time any of the provisions of these General Conditions of Sale shall not be construed as a general waiver to such provision or of our right to thereafter enforce each and every provision of these General Conditions of Sale.
14.2 Unless we agree otherwise in writing, all expenses, taxes and duties in connection with the sale, delivery or use of the products shall be carried exclusively by the Customer.