TERMS AND CONDITIONS OF SALE
Ferro Belgium S.p.r.l.
The following are the terms and conditions on which Ferro Belgium S.p.r.l. ("Ferro") sells the products and/or services (the "goods") described on the reverse side of this order acknowledgement to the buyer (the "Buyer") to whom this acknowledgement is addressed:
1. GENERALLY – Ferro sells products and/or services (“goods”) on the terms set forth in these terms and conditions. Consequently, this acknowledgement is expressly conditioned on such terms and conditions. These terms and conditions contain the complete and final agreement between Buyer and Ferro and supersede all other and further agreements, representations, warranties, covenants, promises, and other contractual obligations between the parties in respect of the subject of Buyer’s order, unless otherwise specifically agreed in writing by Ferro.
2. PRICE AND PAYMENT – The price for goods under this order will be as set forth on the face of this order. Unless otherwise specified on the front of this order, Buyer will pay such price on a net-30-day basis or on such other terms as the parties may from time to time agree in writing. Ferro reserves the right to assess reasonable interest charges on any amounts not paid by the date such payments are due.
3. TITLE AND RISK – Ferro retains ownership of the goods until full payment has been received from them. The goods shall be at the Buyers risk upon delivery of the goods at the delivery point.
4. TAXES – Ferro’s price is exclusive of any Federal, state, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods required in the performance of this order. Ferro will list separately on its invoice any such taxes applicable to any such goods or transaction, and payable by Buyer, with respect to which Buyer does not furnish to Ferro evidence of exemption.
5. DELIVERIES – Ferro will use its reasonable commercial efforts to meet the delivery dates, specifications, and quantities as set forth in Buyer’s order. Ferro will not, however, be liable for damages or delays in delivery due to causes beyond its reasonable control.
6. PRODUCT WARRANTIES – Ferro warrants to Buyer that at the time of delivery Ferro will have good title to all goods supplied to Buyer under Buyer’s order and the unencumbered right to convey good title to such goods to Buyer as contemplated by Buyer’s order. Ferro further warrants to Buyer that all such goods will conform to the specifications, drawings, samples, or other description furnished or specified by Ferro, or furnished or specified by Buyer if accepted by Ferro, as of the time of dispatch, and will be free from defects in material and workmanship. The warranties stated in this Clause 6 are the only representations and warranties Ferro has given Buyer in connection with the sale of goods under Buyer’s order. Except as set forth in this Clause 6, Ferro has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods.
THE WARRANTIES GIVEN IN THIS CLAUSE 6 ARE IN LIEU OF ALL OTHER WARRANTIES FERRO MIGHT HAVE GIVEN BUYER, INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR INTENDED USE. All other warranties Ferro or anyone purporting to represent Ferro may have given, or which may be provided or implied by law or commercial practice, ARE HEREBY EXCLUDED.
7. NON-CONFORMING GOODS – Buyer will have the right to inspect goods delivered by Ferro. Any claim for shortage or for damage incurred in transit of goods must be made within ten (10) days after Buyers receipt of the goods. All other claims, including claims for alleged defective goods, must be made within fifteen (15) days after the Buyer learns of the facts on which such claim is based, but in no event later than sixty (60) days after Buyers receipt of the goods. All claims not made in writing and received by Ferro within the time period specified above shall be deemed waived. No claim will be allowed or returned goods accepted if the goods have been treated or processed in any manner, except upon proof satisfactory to Ferro of the existence of a latent defect not ascertainable before treating or processing and then only if such proof is submitted within fifteen (15) days after such defect becomes apparent.
8. LIMIT OF LIABILITY - Ferro’s liability for any and all losses or damages to Buyer resulting from defective goods or from any other cause shall be limited in all cases to the purchase price of the particular goods with respect to which losses or damages are claimed plus any transportation charges paid by Buyer for shipment of the goods to Buyer, or, at Ferro’s option, its liability shall be limited to the repair or replacement of defective or damaged goods. Ferro shall pay transportation charges for the return of goods only if Ferro requests such return. Ferro shall in no event be liable for any indirect or consequential damages or losses. Buyer assumes responsibility for and shall indemnify Ferro against liability for any personal injury and/or property damage arising out of handling, possession or use of the goods by the Buyer.
9. FORCE MAJEURE – Deliveries may be cancelled by Ferro without liability in case of Act of God, war, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain power, raw materials, labor, containers, or transportation facilities, accident, malfunction of machinery or apparatus, national defense requirements, or any cause beyond the reasonable control of Ferro, which prevents or hinders the manufacture or shipment of the goods or of a material upon which the manufacture of the goods is dependent. If, because of any such circumstances, Ferro is unable to supply the total demand of the goods, Ferro may allocate its available supply among itself and all of its customers, including those not under contract, in an equitable manner. Except to the extent of cancellation of deliveries or allocation of supply hereunder, the contract shall remain unaffected.
10. COMPLIANCE WITH LAWS – Ferro warrants to Buyer that at the time of dispatch all goods and services furnished under Buyer’s order will have been produced in full compliance with all applicable laws and regulations.
11. CHANGES IN THE REGULATORY FRAMEWORK – In the event of changes in the laws and regulations that apply to the goods, or changes in the application, interpretation, or enforcement of laws and regulations applicable to the goods, Ferro will inform Buyer within a reasonable period of such changes. However, Ferro provides no warranties as regards such changes or the suitability of the goods for Buyer’s business in the circumstances of such changes or the impact the changes may have on the Buyer’s business. Buyer disclaims and shall have no liability to Buyer or any third parties arising out of or related to such changes.
12. GOVERNING LAW - COMPLETE AGREEMENT – This contract shall be governed by and construed in accordance with the laws of Belgium. Any dispute, which may arise in connection with this order, shall be referred to the competent courts in Brussels, unless Ferro elects to refer the matter to the courts of the Buyers domicile. The present Terms and Conditions annul and supersede any formerly agreed conditions and are applicable as from 7 December 2010.