GENERAL TERMS AND
CONDITIONS OF DELIVERY AND PAYMENT OF PELICAN WORLDWIDE B.V.
Our terms and conditions are applicable to all our
transactions and have been filed at the Chamber of Commerce, file 23072017. Entering
into a sales agreement with Pelican Worldwide means that the customer fully understands the terms & conditions, and agrees to
abide by them at all times.
View/download Terms & Conditions PDF File
These general terms and conditions apply to all agreements between PELICAN
WORLDWIDE and its customers and to all offers and to orders placed by the
customer, to the exclusion of any general terms and conditions of the customer,
of any nature whatsoever. Any departures from the applicability of these
general terms and conditions and from these general terms and conditions themselves
shall only be binding on us after they have been confirmed in writing to the
customer. At the time an agreement comes into being, the customer is deemed to
agree with the exclusive applicability of these general terms and conditions:
the same applies to any further orders from the customer, issued orally, by
telephone, by facsimile or in any other way, which therefore need not be
confirmed in writing by us.
1. Each offer shall be valid without change for a term stated in the
offer; if no term is stated, the offer shall be without obligation.
2. All price lists, brochures and other information included with an
offer shall be as accurate as possible. This information shall only be binding
on us if this has been explicitly confirmed in writing. We shall be under no
obligation to provide detailed information, unless otherwise agreed in writing.
3. All brochures, price lists and all technical information includes
with these documents, such as drawings, designs, models, samples, etc. and all
other written documents included with the offer shall explicitly remain our
intellectual property. Without prior written permission, the customer is
expressly prohibited from copying this information. The use of this information
must be restricted to the customer’s own use within the framework of this offer
and the order that has been placed, if any. At our first request and in the
event that the customer shall not have concluded an agreement within the offer
term or cancels the offer, all information must be returned to us at once.
4. In the event that no agreement is concluded, we shall be entitled to
charge the other party for all costs incurred in making a complicated offer.
5. The prices quoted shall only apply for the quantities quoted.
3. The agreement
1. An agreement only comes into existence when we have explicitly
accepted and/or confirmed the order in writing. In the event of a binding offer
term, the agreement shall take effect when the customer has accepted the offer.
The order confirmation or binding offer is deemed to represent the agreement
correctly and in full.
2. Any additions and/or changes made at a later time and (oral) promises
from us or our staff, representatives, agents or any other intermediaries shall
only be binding when these have been confirmed in writing on our behalf by a
person authorized to do so.
3. In the event that no offer or order confirmation is sent due to the
nature and scope of deliveries or works, the invoice shall also be considered
as the order confirmation, which shall also be deemed to represent the
agreement correctly and in full.
4. Each agreement is entered into subject to the contingent condition
that the customer is sufficiently creditworthy to fulfill its financial
obligations under the agreement.
5. Upon or following the conclusion of the agreement and before any
(further) performance, we shall be entitled to demand surety from the customer
that both financial and other obligations will be met.
6. We shall be entitled to call in other parties for a proper performance
of the agreement. If possible, we shall consult with the customer in this
4. Circumstances beyond our
1. In this respect this shall include all circumstances beyond the control
of the parties and all unforeseen circumstances as a result whereof the
fulfillment of the agreement by us can no longer be reasonably required by the
customer. Circumstances beyond our control shall in any case include: strikes,
excessive staff absence through illness or absenteeism, transport problems,
insufficient supply of raw materials and/or parts, fire, government measures,
including import and export bans, quota restrictions, interruptions of operations
at suppliers and subcontractors and nonperformance by suppliers and
subcontractors as a result whereof we cannot (or can no longer) fulfill our
obligations towards the customer.
2. In the event that in our opinion the circumstance beyond our control
is temporary, we shall be entitled to suspend the performance of the agreement
until such time as the circumstance beyond our control no longer occurs.
3. In the event that in our opinion the circumstance beyond our control
is permanent, the parties may effect an arrangement on the dissolution of the
agreement and the ensuing consequences. We shall not be liable for any
compensation, of any nature whatsoever.
4. We shall be entitled to demand payment for the work carried out in
the performance of the agreement concerned before the situation causing the
circumstance beyond our control became apparent.
1. Any price quoted is without obligation, unless a binding offer term
2. Unless stated otherwise, the prices shall be:
• based on the levels of the purchase prices, wages, wage costs, social
security contributions and
government charges, freight costs, insurance
premiums and other costs prevailing on
the date of the offer and/or order;
• based on carriage paid delivery to the premises of the customer or a
different destination in the
Netherlands indicated by the customer,
unless otherwise agreed in writing and without prejudice to the provisions of
• excluding VAT and any other duties;
• based on delivery ex works/warehouse for order outside the Netherlands;
• excluding the costs of installation and start-up, unless
stated otherwise, in which case
these costs shall be specified separately;
• excluding the costs of non-standard packaging;
• stated in Euro, subject to the right of adjustment following any
changes in exchange rates.
3. Unless agreed otherwise, there will be a minimum value per order line
of EUR 5,00 nett and a minimum order value of EUR 35,00 nett.
4. In the event of an increase of the cost price factors, we shall be
entitled to adjust the order price accordingly, all this subject to any
existing legal provisions in this respect.
6. Costs and risks
pertaining to transport
1. In the event that the customer has not issued any further instructions,
we shall determine the method of transport, shipment, packaging, etc. in
accordance with good business practice. Any specific wishes the customer may
have concerning packaging and/or transport, which is also deemed to include the
movement of goods within the confines of the site, will only be carried out if
the customer pays the cost involved.
2. In principle goods will be transported at our risk, with the exception
of shipments outside the Netherlands. Our liability shall be entitled to charge
an insurance surcharge.
3. For order with an invoice value below EUR 250,00 VAT excluded, we
shall be entitled to charge for freight and handling.
7. Delivery and delivery
1. Unless otherwise agreed, delivery shall take place carriage paid to
the premises of the customer or a different destination in the Netherlands
indicated by the customer. Deliveries outside the Netherlands shall be ex
works/warehouse, unless otherwise agreed.
2. The delivery time and/or installation term agreed shall commence on
the day on which we have all the required information and documents at our
disposal. Without prejudice to the provisions of article 16, the time of delivery
shall be the moment at which the goods are unloaded (the actual transfer). The
risk for the goods shall then pass to the customer. This also applies in the
event that the goods are to be installed and/or started up by us. The selected
incoterms (latest edition) shall apply to deliveries outside the Netherlands.
3. The customer shall be obliged to inspect the delivered goods and/or the
packaging within 24 hours of delivery for any shortages or damage or to carry
out this inspection within 10 days of our notification that the goods are at
the disposal of the customer. The customer must report any shortages and/or
damage found upon delivery to us within 24 hours after delivery. Failure to do
so shall entitle us not to handle any complaints in this respect.
4. We shall be entitled to make partial deliveries which may be invoiced
separately. In that case the customer shall be obliged to pay in accordance
with the provisions of article 14 of these terms and conditions, unless
otherwise agreed in writing.
5. In the event that the goods are to be inspected on the instructions
of the customer, the goods shall be deemed to be delivered other than stated in
clause 2 of article 7 when the goods or the major parts thereof are ready for testing/inspection
at the manufacturer concerned (third parties or PELICAN WORLDWIDE) and after
the customer has been notified of this in writing. From that time the goods
shall be for the risk of the customer, even if the goods are still to be
transported by us.
6. In the event that the goods are not accepted within 10 days of delivery
or, in the event of call contracts, the customer fails to observe the call term
agreed upon, we shall be entitled to invoice the goods concerned and to store
these goods from that time completely at the customer’s expense and risk.
7. Agreed delivery times are always approximate. In the event of late
delivery, the customer shall be entitled to set a fair term of at least 14 days
for delivery of the goods. In the event that the goods are still not delivered
within this term, the customer shall be entitled to dissolve the agreement,
without any obligation on our part to pay any damages of any nature whatsoever.
The term of 14 days does not apply to specifically ordered products with a long
delivery time and specific applications or required inspections. In these cases
an extra term is applicable which is proportionate to the complexity and the
delivery terms of these products.
8. Acceptance, inspection
1. In the event that the customer fails to submit a complaint to us in
writing for defects that do not come under clause 3 of article 7 within 7 days
of delivery and/or installation of the goods, the customer shall be deemed to
have accepted the goods. In the event of a complaint, the customer must leave the
goods as they are until we have investigated the complaints.
2. If it has been agreed that the customer will inspect the goods or
will have the goods inspected at the victory or at our premises, and the
customer has not exercised this right within 10 days of being notified of the
opportunity so to do, the goods shall be deemed to have been definitively
accepted by the customer. Unless otherwise agreed in writing, the cost of the
inspection, certificate and certification shall be borne by the customer.
3. Any claims in respect of visible defects shall be made at once during
the testing or inspection at the plant of the supplier concerned or at our
premises or, in the event that no testing or inspection takes place, within the
term referred to in article 7.3.
4. Goods returned shall only be accepted by us if:
• we have given our prior approval in writing;
• the goods are returned carriage paid, unless agreed otherwise;
• the goods are stock or standard materials;
• the goods have not been delivered more than 6 weeks ago, unless agreed
5. If it cannot be demonstrated that we have made an error, we shall
charge 20% of the net price for costs with a minimum of EUR
57,00. All freight charges incurred by us shall be deducted from the amount to
9. Product and quantity
1. We cannot accept any liability for color differences that are not
more than color nuances. The customer cannot derive the right to refuse the
delivery from this.
2. For certain products from our product range we reserve the right to
supply up to 10% more or less than the ordered quantity.
3. In respect of products for which the wall thickness, plate thickness
or weights in grams have been indicated, we shall be allowed a tolerance of up
to 10% more or less.
4. In respect of the tolerances for differences in dimensions and/or
hardness we refer to the international standards laid down for the products
concerned, all such to the extent that the offer does not explicitly depart
from these standards in writing and no special specification has been agreed in
5. Any parts to be made available to us by or on behalf of the customer
and to be fitted on, in or to the product to be manufactured by us, must be
delivered to us in the required quantity with a surplus of 10% (in the event
that no other percentage has been agreed), on time, free and carriage paid. We
accept no liability whatsoever for the parts or other goods made available to
us in this way nor for the quality and satisfactory usability thereof and we
may assume without any investigation that these parts can be used as is, in on
or applied to the product to be manufactured by order.
10. Moulds, templates,
cutting dies and other tools
1. Moulds, templates, cutting dies and other tools hereinafter referred
to as moulds, etc. manufactured by us or manufactured wholly or in part in
accordance with our instructions and for which our customer has paid the agreed
costs shall remain our property. These moulds, etc. shall be kept by us for our
customer until three years after delivery of the last order. After this, our obligation
to retain them shall lapse and we shall be entitled to destroy toe moulds, etc.
after one month has elapsed following written notification to our customer,
without the possibility of being held liable for any compensation.
2. In the event that we are responsible for production of moulds, etc.
we shall only have to start production after our customer has paid the agreed
share in the production costs. Likewise we shall only have to start on
improvements and/or changes or repairs on moulds, etc. after our customer has
paid the if necessary estimated costs payable for this. In the event that
no price has been explicitly agreed for the agreed word, the customer
shall pay us at our firs request a fair amount for the costs incurred.
3. In the event that our customer supplies the moulds, etc. we shall
only have to return these moulds etc. after our claim against the customer in
respect of work done, goods supplied or on any account whatsoever has been
4. We shall only be liable for the loss of or damage to moulds, etc. if
this loss or damage is the result of intent, gross negligence or very improper
use on our part. In these cases we will have to carry out repairs or provide
new moulds, etc. at our choice. We shall not be liable for any further
obligation of for payment of compensation.
5. In so far as we have specified in our offer or order confirmation the
number of punches or products for which moulds, etc. can be normally used, the
moulds, etc will be deemed unsuitable for further production after this number
of punches or after production of that number, respectively. If this is not
specified in the offer or order confirmation, we shall notify the customer as
soon as it becomes apparent that moulds, etc. are no longer suitable for
economically viable production. In that case we shall also indicate the costs connected
with repairs and/or the production of a new mould.
The assessment of economically viable production should also include the
developments in technology and the adaptation of the company to these
developments, both in terms of volume and the extent to which they are
laborintensive. As long as moulds, etc. are still suitable for production in
accordance with the above standards and are kept by us, the maintenance cost of
these moulds, etc. shall be borne by us for period of two years after the first
use in case of regular repeat orders of the products to be produced with these
moulds, etc. We may destroy moulds, etc. that can no longer be deemed suitable
for production, without being liable for any compensation to the customer in
11. Intellectual property
1. In the event of the production of articles in accordance with drawings,
samples, models or other instructions in the broadest sense, to be received by
us from our customer or through our customer from third parties, our customer
fully guarantees that the production and/or delivery of these articles shall
not constitute an infringement of any patent, brands, rights of use, trade
models or any other right of third parties and our customer indemnifies us
against all possible claims.
2. In the event that a third party objects to production and/or delivery
on account of any alleged right, we shall be entitled solely on the basis
hereof to stop production and/or delivery at once and to demand compensation of
the costs incurred, without prejudice to our rights to any possible further compensation
from our customer, without being held liable for any compensation to our
customer. We shall be obliged to notify the customer at once of any objections
received by us from third parties against the production and/or delivery of the
12. Guarantee and service
1. Defects in delivered goods destined for long-term use can be repaired
or replaced by a new delivery for twelve months following the delivery, solely
at our judgment, in the event that in our opinion or in the manufacturer’s
opinion the defects can be blamed on design errors, the material used or the manufacture,
as a result whereof the goods are unusable to the customer for the intended
purpose. This guarantee does not cover consumables, such as seals and hoses.
2. The customer must report the defects within 14 days of finding these
defects or reasonably should have found these defects.
3. Goods that qualify for repairs and/or investigation must be sent
carriage paid to our address. In the event that we have to carry out repairs or
investigations outside our premises, we shall be entitled to charge the
customer the traveling expenses, any transport costs and the costs of the test equipment
to be used. Investigation and repairs shall in principle be done at our
premises during normal working hours. Solely in the event of a separate service
agreement, this work can take place outside normal working hours. In the event
that the goods submitted for investigation or repairs do
not show any defects, all cost incurred shall be borne by the customer.
4. All claims for repair or replacement shall be cancelled in the event
that the customer itself changes or repairs the delivered goods or has these
goods changed or repaired or does not use the delivered goods exactly in
accordance with any instructions included or in any other way handles or uses
the goods improperly or for a purpose other than the original purpose.
5. Failure of the customer to fulfill one of its obligations shall exempt
the supplier from its obligations under this article.
6. Apart from the obligation in the first clause of this article we shall
not be liable for any compensation. Nor shall we be liable for any damage or
injury inflicted on objects or persons during work at the customer’s premises
on the grounds of the obligations under this article.
1. Without prejudice to imperative law, we shall not be liable for any
damage of any kind, directly or indirectly, among which loss of profits, damage
to movable or immovable properties or to persons, both of the other party and
third parties. The other party shall be obliged to indemnify and compensate us
for all costs, damage and interest on our part which might result directly from
claims of third parties against us in respect of events, acts or negligence for
which we are not liable to the
other party under these terms and conditions. Subject to the provisions
of this article, we shall in any case not be liable for damage caused by the
improper use of the delivered goods or the use thereof for a purpose different
form the purpose for which the goods are suitable by objective standards. Nor
shall we be liable for damage caused by a defect in our product in the event
• we did not put the product on the market;
• in view of the circumstances, it may be assumed that the defect
causing the damage did not exist
at the time the product was put
on the market by us or that this defect occurred at a later time;
• our product was not manufactured for sales purposes or for any other
form of distribution with an
economic purpose, nor manufactured
or distributed as part of the operation of our business;
• the defect is a result of the fact that the product is in accordance
with strictly binding government
• it was impossible to detect the existence of the defect on the basis
of current scientific and
technical knowledge at the time
the product was put on the market by us;
• as far as the manufacturer of a part is concerned, the defect can be
blamed on the design of the
product of which the part is an element or
on the instructions given by the manufacturer of the product.
2. Our liability is (also) restricted by the maximum level of our product,
loss of profits and transport insurances. Without prejudice to the other
stipulations in this article, damage caused by us to the other party (loss of
profits) is at all times restricted to the net invoice value of the delivered
material. A written rejection by the insurer in question of the damage claimed
shall be accepted as conclusive evidence.
3. Complying with the statutory guarantee/claim duties and/or payment by
us or by our insurer(s) of the damage assessed, shall be considered to be the
only and general damages. For the rest the other party shall indemnify us
explicitly and completely.
4. We accept no liability whatsoever for the damage resulting from
infringements on patents, licenses and/or other intellectual property rights of
third parties resulting from the use of information issued by or on behalf of
the customer, such as drawings, models, etc. in the broadest sense. In the event
that in the written agreement made with the customer or in our order
confirmation we refer to technical, safety, quality and/or other regulations
relating to products, customer shall be deemed to know them, unless he
immediately informs us of the contrary. We shall then supply him with further
details of these regulations. The customer shall undertake to notify his buyers
at all times of the above regulations in writing.
5. In the event that we assist with installation and/or start-up while
this is not stated in the order, this is done at the request of the customer
and at the customer’s expense and risk.
6. The mere acceptance of the delivered goods by or on behalf of the
other party shall indemnify us against any claims of the other party and/or
third parties to pay damages, irrespective of the cause of the damage, except
for compliance with obligations.
7. In respect of advice given we shall only be liable for normally avoidable
and/or foreseeable shortcomings therein, however, up to a maximum of the
stipulated advice compensation.
8. If we shall be obliged to buy the goods from another source, any
(contractual) stipulations applicable to the transaction shall also be in force
with respect to the other party, if and insofar we shall be able to invoke
9. Except for intent or gross negligence on our part and except for our
guarantee obligation, we shall never be liable for any damage to the customer,
among which also included consequential loss, immaterial damage, loss of
profits or environmental damage, or damage as a result of liability to third
GENERAL TERMS AND
CONDITIONS OF DELIVERY AND PAYMENT OF PELICAN WORLDWIDE (continued)
1. Unless otherwise agreed, payment must be made net without any
discount or offsetting, by means of payment or transfer into a bank and/or giro
account designated by us within 30 days of the invoice date. We shall be
entitled to allocate a credit restriction charge. The transaction date shown on
our bank and/or giro statements shall be the date of payment. In the event or
orders for more than EUR 54.378,00 VAT excluded and provided that no other
agreement has been reached, we may demand payment of the agreed price in three
• 40% upon acceptance of the order
• 40% upon shipment of the goods to the indicated address
• 20% within 30 days of the second installment or after the notification
that the installation is completed.
2. In the event that the customer fails to pay in time, without any notice
of default being required, he shall be liable to pay interest at a rate of 0.5
percent above the legal interest rate per month (+6% on an annual basis) or
part of a month which is considered to be a whole month on the invoice amount calculated
from thirty days after the invoice date, and all costs (with a minimum of
+15%), including legal costs, connected with collection of the agreement price.
3. Each payment by the customer serves first to pay the interest owed
and the collection and/or administrative costs incurred by us and shall then be
deducted from the oldest outstanding claim.
4. In the event that the customer:
• is declared bankrupt, proceeds with the assignment of its estate,
applies for a moratorium or in the
event that all or part of his
property is attached;
• dies or is placed under legal restraint;
• fails to fulfill any legal obligation or any obligation under these
terms and conditions;
• fails to pay an invoice amount or part thereof within the stipulated
• terminates or transfers all or a significant part of its business,
including the transfer of its business
into a company, whether to be
set up or existing, or changes the purpose of its company;
• we shall be entitled, solely by the fact of the occurrence of one of
the above events, to dissolve the
agreement without any judicial intervention and
to demand payment in full of any amount owed by
the customer on account of work and/or
deliveries carried out by us without any warning or
notification of default being required, all such without prejudice to
the right to compensation of
costs, loss or damage and
15. Export Compliance
Pelican Worldwide’s products, programs, and
services are subject to applicable export laws per country where Pelican
Worldwide is based. We follow rules, treaties, regulations, and international
agreements. All individuals who buy Pelican Worldwide’s products and/or access
Pelican Worldwide's website assume the responsibility of abiding by the
applicable export laws, rules, treaties, regulations, and international
agreements along with applicable foreign laws when transferring, selling,
importing, exporting, re-exporting, deemed exporting, diverting, or otherwise
disposing of such products, programs, and services. By reviewing Pelican
Worldwide's terms and conditions, you represent you are not in a sanctioned
country nor are you an individual or an entity whose access to this website is
restricted by export laws, rules, treaties, regulations, and international
16. Notification obligation
1. In the event that the customer is obliged by law to immediately
notify government bodies or industrial insurance boards after it has been shown
that the customer cannot pay, the customer shall be obliged to notify us at the
same time and in writing.
17. Reservation of title
1. All goods delivered by us, including the good installed by us at the
premises of the customer or its principal in accordance with the agreement,
shall remain our property until the time of payment in full of everything owed
by the customer under this agreement or under any related agreement, including
interest and costs.
2. In the event that the goods delivered are treated, processed or mixed
at the customer’s premises or by the customer, we shall obtain joint ownership
of the resulting new goods and/or the goods composed with the delivered goods
in the value of the original goods delivered.
3. The customer shall be obliged to keep the delivered goods, as long as
these are not used, clearly separated from other goods as long as the ownership
has not been transferred. In the event of non-payment of an amount due,
suspension of payment, application for a moratorium, bankruptcy, placement under
legal restraint, death or liquidation of the customer, we shall be entitled,
without any notification of default being required and without judicial
intervention, to recover the
goods delivered but not paid for or not paid for in full as our property,
offsetting the amount already paid, if any, but without prejudice to all rights
to claim compensation for any loss or damage.
4. The customer must enable us at all times to immediately recover
unpaid and/or leased goods, wherever these may be.
5. The goods may be resold or used by the customer in the conduct of
normal operations, but the goods may not be encumbered in any way whatsoever.
In the event of resale of goods that have not been paid for, the customer shall
be obliged to retain title and, at our first request, to transfer all claims up
to the amount owed to us in a non-possessory lien.
18. Right of retention
1. We shall have the right of retention on all goods held by us for or
on behalf of the customer, irrespective of the cause, as long as the customer
has not fulfilled all its obligations to us.
2. We shall be obliged to manage these goods in accordance with good
business practice without the customer having any right to compensation in the
event of destruction, partial loss and/or damage through no fault of ours. The
risk for the goods remains with the customer.
19. Disputes and applicable
1. All our offers, agreements and the performance thereof shall be
governed by Dutch law, with exclusion of the act of 15 December 1971 governing
the enforcement of the treaty concluded on 1 July 1964 in The Hague relating to
the uniform act in respect of the international purchase of tangible movable property,
TRB 1964 no. 117 and 1968 nr. 13 (Public Journal 1971, S780 and S781) and the
treaty of 11 April 1980.
2. All disputes, including those only considered as disputes by one
party resulting from or in connection with the agreement to which these general
terms and conditions apply or the terms and conditions themselves and the
interpretation or implementation thereof in actual and legal terms shall be submitted
to the district court in Dordrecht, the Netherlands, in as far as allowed by
3. In the event of a dispute, the information in our records shall be
conclusive, subject to proof to the contrary.
1. These General Terms and Conditions have been filed at the Office of
the Court in Dordrecht.
SPECIAL TERMS AND CONDITIONS
IN RESPECT OF INSTALLATION OF PELICAN WORLDWIDE
Our terms and conditions are applicable to all our
transactions and have been filed at the Office of the Court in Dordrecht, The
Netherlands, File AL 19/2013. Entering into a sales agreement with Pelican
Worldwide means that the customer fully understands the terms & conditions,
and agrees to abide by them at all times.
1. The special Terms and Conditions apply alongside and in addition to
the provisions of articles 1 to 19, unless the following explicitly departs
from these provisions.
2. The term ‘we’ shall also include the third party contractor called in
for the installation who carries out the work on our instructions.
1. Our written order confirmation shall be binding as far as the
installation and the related completion term is concerned.
Agreed delivery times are always approximate.
The delivery times commence as of:
• the date the agreement is concluded;
• the date on which the customer has provided us with all necessary
• the date on which the customer has paid a stipulated advance
• the date on which the customer has sent us the drawings, designs, etc.
approved by an authorized person, after the last of one of the dates referred
2. Contrary to clause 7 of article 7, the customer shall not be entitled
to refuse acceptance of the installation or to cancel the agreement in the
event that the delivery time is exceeded. In the event of prolonged exceeding
to the delivery term, we shall consult with the customer on what should be done
in reasonableness and fairness. In the event that the agreement is dissolved,
the customer shall pay for the work done. Dissolution of the agreement shall
not result in any obligation on our part to compensate for any loss or damage
of any nature whatsoever. As long as the customer does not promptly meet its
obligations, we may suspend completion and/or delivery.
3. The work shall be deemed to be completed and or delivered:
• in the event that the customer has approved the work after inspection;
• after we have informed the customer that the work has been installed,
mounted and/or is ready for operation. The customer must provide the required
test facilities. A missing part that should have been delivered by a third
supplier or contractor shall not constitute a reason for considering the work
• 8 days after we have given written notification that the work is
completed and the customer has failed to inspect and/or test the work or have
this tested within this term;
• after the customer has actually taken the work into operation. A part
shall be considered as completed upon the taking into operation of that part.
4. Small, non-essential defects shall be repaired by us as soon as
possible and do not constitute a reason for the customer to withhold approval.
5. Recommendations and/or information relating to installation and/or
use of the system shall be provided to our best knowledge and without
guaranteeing any particular result, unless otherwise agreed.
23. Scope of the work
1. The installation work to be carried out shall comprise the work as
described in the order confirmation and, in the event that and in as far as
agreed, the work shall also include the supervision and/or training of the
customer’s staff appointed for the use and operation of the system to be
supplied, without guaranteeing any particular result in respect of this
supervision and/or training.
2. Unless explicitly otherwise agreed, the following work, deliveries
and facilities are not included in our obligations. The customer shall be
obliged to ensure that these are carried out in time to prevent any delays in
the work to be carried out by us.
• Earthworks, paving, pilling, breaking, foundation work, concreting,
carpentry and upholstery or other additional work, of any nature whatsoever.
The customer shall in any case have to ensure good site accessibility.
• Additional help to move items that cannot reasonably be handled by two
people and the hoisting equipment to be used.
• Providing and putting up scaffolding and ladders and removing these
after the work is completed.
• Supplying fuels and auxiliary materials such as compressed air, gas,
water, electricity and the required piping
necessary to carry out the work,
any tests and starting-up, the supply of control and security equipment and
the electric motors and/or other
electrical equipment to be supplied with the exception of starting resistances
rheostats that are part of the
• Providing a dry, heated, lighted and separately lockable area of
adequate dimensions in the immediate
vicinity of the
site to serve as accommodation
for the workers concerned and to store the materials to be processed, tools and
personal belongings of the workers
for the duration of the works.
• The work to restore parts of systems that have been dirtied or damaged
during work, unless the dirt or
damage was caused by our
• Lighting of the site in such a way that the installation work can continue.
3. The customer shall also be responsible for submitting the
applications and/or paying the amounts due in respect of feed lines,
connections, taxes on encroachments over public land, nuisance act (permits),
building and/or renovations permits, etc.
4. Unless explicitly agreed otherwise in writing, any materials replaced
or removed shall become our property.
24. Variations in work
1. We shall be entitled to carry out additional work and to charge this
without the prior permission of the customer in the event that this additional
work amounts to no more than 10% of the originally agreed amount.
2. Changes in the order from the customer or caused by changed
circumstances as a result whereof the original agreement cannot be (completely)
maintained, will be carried out and charged as variations in work. All this
within reasonable and fair limits.
3. In the event that the amount of the variations differs more than 10%
of the original amount, the parties shall consult in respect of the measures to
be taken. In the event of cancellation by the customer, we shall be entitled to
invoice the costs incurred until that time and/or the goods supplied.
1. The supplier guarantees that the goods supplied and/or installed meet
the specifications agreed and the reasonable requirements in respect of
usefulness and fitness for their purpose for 12 months. The guarantee
obligation is restricted to repairs and/or replacement in respect of any
shortcomings, provided that claims are submitted in time.
2. We shall not be liable for:
• the design of the system and/or parts thereof and all other
information if this has not been provided by us;
• influences on the system as a result of the use of material and/or
operating instructions that have not been provided by
• the instructions in respect of operation and/or power supply are not
carried out accurately;
• normal wear and tear and damage and/or wear and tear caused by
overloading or by the influence of abnormal
• the implementation of legally prescribed safety requirements. Without
prejudice to the provisions of article 12, the
guarantee obligation of the
supplier shall lapse in these cases.
1. The customer shall be obliged to submit claims relating to the
capacity of a component and/or the system directly to us in writing within one
month after completion of the work.
1. In the event of installation, we shall be entitled to demand payment
in installments as follows:
33% upon conclusion of the agreement;
33% upon testing/inspection and/or ready for shipment of the goods or
the major parts thereof:
34% within 30 days after the second instalment.
These Special Terms and Conditions have been filed at the Chamber of
Commerce number 23072017.
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