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These General Terms and Conditions apply to all quotations, order confirmations, sales, deliveries, services and invoices issued by Propulsion Systems BV ("Propulsion Systems").
These Terms and Conditions apply exclusively to business-to-business transactions. Any terms and conditions of the Direct Purchasing Customer ("Customer") are expressly excluded unless accepted in writing by Propulsion Systems.
Any deviation from these Terms and Conditions shall only be valid if agreed in writing.
All quotations, catalogues, pricelists and commercial documentation are non-binding and may be modified or withdrawn by Propulsion Systems at any time.
An agreement is concluded only upon written order confirmation by Propulsion Systems or commencement of performance.
Prices are exclusive of VAT, transport, customs duties, taxes, recycling contributions, EPR fees and any other applicable charges unless stated otherwise.
Propulsion Systems reserves the right to adjust prices in the event of significant increases in costs including raw materials, labour, energy, transport, currency fluctuations or regulatory charges.
Unless otherwise agreed in writing, deliveries are made Ex Works (EXW) from a location designated by PropulsionSystems in Belgium in accordance with Incoterms® 2020.
Delivery dates are indicative only and do not constitute a binding commitment. Late delivery shall not entitle Customer to cancel an order, refuse delivery or claim compensation.
Risk of loss or damage transfers to Customer upon delivery according to the agreed Incoterm.
All Products remain the property of Propulsion Systems until full payment of all amounts due has been received.
In the event of non-payment, Propulsion Systems shall be entitled to recover the Products and Customer shall provide reasonable assistance required for such recovery.
Customer shall inspect all Products immediately upon receipt.
Any visible defects, transport damage, shortages or delivery errors must be reported in writing within five(5) working days after delivery.
Failure to notify Propulsion Systems within the above period shall constitute irrevocable acceptance of the Products.
Propulsion Systems warrants that DURATECH Products are free from manufacturing and material defects during thewarranty period specified in the applicable Propulsion Systems catalogue or product documentation.
The warranty period starts on theinvoice date issued by Propulsion Systems to Customer.
The warranty is granted exclusively to Customer and is non-transferable.
Should a valid warranty claim arise, Propulsion Systems may, at its sole discretion:
· repair the Product;
· replace the Product;
· provide replacement parts;
· where repair, replacement or supplyof replacement parts is not reasonably possible, issue a credit note.
The choice of remedy remainsexclusively with Propulsion Systems.
Replacement Products or parts shallbe covered only for the remainder of the original warranty period.
Any credit note shall never exceedthe original net invoice value of the Product concerned.
Customer and its installers remainsolely responsible for proper product selection, system design, installation,configuration, commissioning and compliance with local regulations.
The warranty does not cover:
· incorrect installation;
· incorrect configuration orcommissioning;
· improper use;
· insufficient maintenance;
· normal wear and tear;
· frost damage;
· chemical damage;
· corrosion;
· power surges or lightning;
· use outside specifications;
· unauthorized modifications;
· non-approved components.
The warranty only covers the Product itself and excludes all labour, travel, intervention, dismantling, reinstallation, freight or any other related costs.
No Product may be returned without prior approval and a valid RMA number.
A completed RMA document mustphysically accompany each returned Product.
The current RMA procedure isavailable upon request.
Products returned for warrantyanalysis are normally not subject to investigation fees.
However, where Propulsion Systems performs an on-site inspection or intervention and the issue is found not to be covered by warranty, Propulsion Systems may charge reasonable labour, travel and related costs.
Any goodwill support provided outside warranty shall not constitute an admission of liability and shall not create a precedent.
To the fullest extent permitted by law, Propulsion Systems shall not be liable for any indirect, consequential, incidental or special damages including but not limited to:
· loss of profit;
· loss of revenue;
· loss of production;
· loss of business opportunity;
· loss of data;
· claims from third parties.
Propulsion Systems' total liability arising from any claim shall be limited to the original net invoice value of the Product giving rise to the claim.
Any software, firmware, cloud functionality, applications or digital services are provided under license and not sold.
Propulsion Systems does not guarantee uninterrupted or error-free availability of connected services.
Propulsion Systems reserves the right to modify, update, limit or discontinue digital services where reasonably required for technical, commercial, security or regulatory reasons.
All intellectual property rights relating to Products, software, documentation, trademarks, know-how, drawings and technical information remain the exclusive property of Propulsion Systems.
Propulsion Systems reserves the right to modify Products, specifications, software, packaging, components or designs without prior notice.
Such modifications shall not entitleCustomer to compensation, replacement or retroactive upgrades.
Invoices shall be paid according to the payment terms stated on the invoice.
Where no payment terms have been agreed in writing, payment shall be made in advance.
Any invoice not paid on its due date shall automatically and without prior notice bear statutory interest for commercial transactions, increased by a fixed compensation equal to ten percent(10%) of the outstanding amount, with a minimum compensation of EUR 150.
Propulsion Systems may suspend deliveries or services as long as outstanding invoices remain unpaid.
Propulsion Systems shall not be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, pandemics, strikes, shortages of materials, transportation disruptions, cyber incidents or governmental measures.
During such events, Propulsion Systems may suspend or postpone performance without liability.
Customer shall be responsible for all registrations, declarations, reporting obligations, environmental contributions and compliance requirements relating to packaging, WEEE, batteries, EPR obligations, PPWR requirements and similar regulations in any country where Customer imports, distributes, sells or otherwise places the Products on the market.
Unless explicitly agreed otherwise in writing, such costs and obligations are not included in the prices of Propulsion Systems.
Customer shall indemnify and hold harmless Propulsion Systems against any claims, penalties, costs or liabilities arising from Customer's failure to comply with such obligations.
All agreements between PropulsionSystems and Customer shall be governed exclusively by Belgian law.
The United Nations Convention onContracts for the International Sale of Goods (CISG) shall not apply.
Any dispute shall fall within the exclusive jurisdiction of the competent Dutch-speaking courts of Brussels, Belgium.