General terms and conditions of sales

The General Terms and Conditions of Sales, applies , with exclusion of other General Terms for all sales parts and services performed by Rhosonics and/or on behalf of an official Rhosonics Distributor. The sales conditions are published on our website and are updated from time to time. Valid is only the latest version marked by the most recent date.

Pricing

Our prices are in Euro’s including all Dutch taxes, excluding V.A.T. and listed in our official price list which is updated at least once a year or when the market situation is requiring an update of our price list.

Our prices of the Goods and/or Services shall be the price(s) as set out in the Seller’s Quotation

Quotations

Quotations made by Rhosonics are valid for a period of 6 months. This period can be extended for a maximum of 6 months. After this period no rights can be derived from the reinforced information reproduced in those Quotations. Prices offered in Quotations may differ from our official price list prices for different reasons. Quotations are based on information which is provided to Rhosonics only by fully filled out official data sheets or original Rhosonics Questionnaire forms.

Delivery time

Within one week after receipt of the clients written purchase order, the client receives an order confirmation, wherein the expected date of delivery is specified. Generally, a lead time between 8 and 10 weeks must be expected. In the event of delay in delivery from the contractual delivery date of items Rhosonics cannot be held liable and/or is not responsible for any claim and/or compensation of the client.

Delivery Conditions

The goods are delivered Ex-works*, Putten, Netherlands. Goods must be picked up by a courier service company selected by the client (you) as customer from Rhosonics. Opening hours: from Monday until Friday between 8.30 – 17.00 h.

If other delivery conditions are required these can be changed in consultation with Rhosonics and on costs of the customer. The final delivery conditions will be confirmed in the sales order confirmation and are binding for the transaction.

Payment Schedule

After confirmation of the order, Customer shall - unless otherwise agreed - arrange to open a confirmed, irrevocable Letter of Credit (hereafter L/C) available by draft at sight in favor of the Supplier within the time stipulated in the relevant L/C. Customer shall notify Rhosonics immediately after L/C is opened so that Rhosonics can get prepared for delivery. Payment by Customer shall –unless otherwise agreed – be at full amount before shipment by Telegraphic Transfer (T/T) or by L/C at sight.

Further all possible costs arising out of problems or differences of opinion concerning payment schedule, will be recovered from the customer. The uncontested (part of the) invoice must always be paid.

The ownership right of the equipment is only transferred by Rhosonics when the total payment has been received and accepted in writing by Rhosonics.

Language

All correspondence, engineering data, drawings and in­struction manuals are supplied in the English language – unless otherwise agreed.

Manufacturer's test procedure and inspection

The systems / analysers will be fully tested during a final test run at the factory, where test reports will be issued. A functional test procedure will be performed at our premises in Putten – The Netherlands. Final testing can be witnessed by the clients representative if required (FAT = Factory Acceptance Test)**, against costs listed in our price list.

Warranty

Rhosonics Analytical B.V. warrants their products to be free from defects in work­manship and materi­als. This guarantee and warranty does not include service, repair or replacement necessitated by accident, neglect, abuse, improper use or abuse by unqualified personnel, storms, civil commotion, fires, theft or causes not arising from normal use.

For each repair (under warranty) an RMA (Return Material Authorization)*** number is required. Rhosonics will inspect the goods first and then decide if goods are repaired under warranty or not. Inspection can be started by sending logging files and analyser settings to Rhosonics by mail. After this a decision will be taken by Rhosonics how to go further to bring this case to a solution.

Equipment covered by this warranty will be repaired in Putten, The Netherlands without charge. The transport costs to Putten will in that case be borne by Rhosonics. Client needs to take care of a sufficient insurance for this transport. Reimbursement of the costs only takes place after prior approval in writing by Rhosonics

If the damage, by decision of Rhosonics, is not covered by the warranty all costs, including transport, shall be borne by the client.

The warranty period will be in effect no longer than eighteen months from date of shipment or twelve months from date of start-up, whichever occurs first. During repair under warranty Rhosonics does not provide temporary sensors or analysers free of charge.

Intellectual property

Except as in writing otherwise agreed herein, Rhosonics is and shall be considered the sole and exclusive owner of all Services and Sales Parts and all rights, titles and interests therein; Use of these is not allowed without prior written approval by Rhosonics and is subject to the following terms and conditions: (i) Client will not use the Services and Goods (Sales Parts) in any way that tends to disparage, denigrate, tarnish or reflect adversely on Rhosonics or any affiliated companies and (ii) The client may not monetize the Goods or license, sell or otherwise transfer the Deliverables or any elements therein to any third party without written pre-approval by Rhosonics.

All intellectual property (IP)-material provided by Rhosonics shall at all times remain Rhosonics intellectual property. It shall be exclusively used by Client for use as set out in this agreement or workorder.

General liability

Rhosonics is not liable for any kind of losses or damage that is a result of a non-attributable shortcoming in not fulfilling a contractual or other obligation to late or insufficiently . Rhosonics cannot be held responsible for losses and/or damage to property.

Rhosonics cannot be held responsible for death or personal injury, if these damages have been caused by intentional or grossly negligent behavior of or by the client.

Rhosonics is not liable to the other party under or in connection with the Agreement for:

  1. loss of actual or foreseeable profit;
  2. losses caused by business interruption;
  3. loss of goodwill or reputation;
  4. indirect, special or additional costs, expenses, loss or damage, too if said costs, expenses, loss or damage were reasonably foreseeable or could reasonably have been taken into account by the parties, and regardless of whether they result from breach of contract, tort, negligence, breach of a legal obligation or otherwise.

The client will not exclude or limit its liability for fraud or any other liability to the extent that it cannot legally be excluded or limited.

The liability of Rhosonics is further limited to an amount equal to the total invoice value of the particular application and is limited to the amount that is paid out in the relevant case under the professional liability insurance policy(s) taken out by Rhosonics.

Force Majeure

The parties are not liable to each other for any non-fulfillment of their duties under this agreement to the extent the causes for such non-fulfillment are beyond the parties’ influence and control (“force majeure”). Causes of force majeure specifically include but are not limited to war, civil war or unrest, labor struggles, loss of satellites, and the passage of laws, regulations, final and conclusive or enforceable provisions and decisions by regulatory agencies or courts.

Invalid provision

If any provision of these Rules is or becomes invalid or unenforceable, whether in part or as a whole, the remaining provisions of these Rules shall remain unaffected. In such case, the affected provision will either be construed and modified to the minimum extent necessary to render it valid or repealed and replaced with a valid provision that best gives effect to the purpose of these Rules and enables them to remain in full force and effect to the extent permitted by law.

Governing law

This agreement and connecting orders/disputes are governed by Dutch law. Any disputes between the parties arising from this agreement that are directly or indirectly linked to it must be submitted to the competent Dutch court.

* Ex-works/ EXW: Seller is responsible for packing the goods and preparing them for transport. The buyer is responsible for the goods from the moment they are picked up from the storage of the seller. Seller will arrange the necessary document for transport, these costs are for the buyer.

** FAT: Factory Acceptance Test. Testing the equipment during and after the assembly process by verifying that it is build and operating according the design specifications. This test is performed at the factory, Rhosonics Analytical B.V. This test is carried out by Rhosonics staff under supervision of a person to witness those tests.

*** RMA: Return Material Authorization. This RMA number is assigned by the service department of Rhosonics.