EMINEO: means Emineo registered in the Netherlands.
Business Day: a day other than a Saturday, Sunday or public holiday.
Conditions: the terms and conditions set out in this document as amended from time to.
Contract: any contract between EMINEO and the Customer for the supply of made in accordance with these Conditions.
Customer: the individual, firm, company or other party from whom an Order is received by EMINEO.
Force Majeure Event: has the meaning given in clause 8.
Goods: the goods set out or referred to in the relevant Order or the Order Confirmation issued by EMINEO (where there is a conflict between Order and Order Confirmation the Order Confirmation will prevail) or otherwise agreed as being the Goods by the parties.
Goods Specification: the specification as set out in the description given to the Goods by EMINEO.
Order: the Customer's order for the Goods.
Order Confirmation: the confirmation of order issued by EMINEO.
2 BASIS OF CONTRACT
2.1 These Conditions apply to the Contract (and to any sales of Goods from EMINEO to the Customer) to the exclusion of any other conflicting terms and/or standard terms that the Customer seeks to impose or incorporate, or which may otherwise be implied by trade, custom, practice or course of dealing.
2.2 The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when EMINEO issues an Order Confirmation at which point the Contract shall come into existence.
2.4 The Customer is deemed to acknowledge that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of EMINEO.
3.1 The Goods are described as set out on the EMINEO Toolex.com website.
3.2 EMINEO reserves the right to amend any Goods Specification.
3.3 Notwithstanding that title in the Goods shall not pass until payment, all Goods shall be at the risk of the Customer from the point of delivery (see further clause 5).
3.4 EMINEO may arrange specific types of carriage at the request and cost of the Customer as agent of the Customer only and without liability or obligation on the part of EMINEO.
3.5 Any dates quoted for delivery of Goods are estimates only. No warranty is given for the specific time of delivery. Time of delivery is not of the essence. EMINEO shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide EMINEO with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.6 Goods Supplied by EMINEO, may be un-used but re- packaged, or used. EMINEO gives no warranty that the goods are brand new. Goods described as New Surplus are goods also known as “new old stock”.
4.1 Subject to the provisions of clauses 7 EMINEO warrants that on the point of delivery and for a period of 6 months all Goods shall conform in all material respects to their description.
4.2 EMINEO only accept product returns with a valid RMA number which is to be obtained by sending EMINEO the Product Returns Form.
4.3 EMINEO shall, at its option, either (i) repair or replace the defective Goods or (ii) refund the price paid.
4.4 EMINEO shall not be liable for failure of Goods to comply with the warranty set out in clause 4.1 in any of the following events:
a the Customer, and/or end user and/or installer failed to follow EMINEO’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods and (if there are none) good trade practice regarding the same;
b the Customer and/or end user and/or installer alters or repairs such Goods without the written approval of EMINEO; or
c the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
5 TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer from the point of delivery.
5.2 Title to the Goods shall not pass to the Customer until EMINEO receives payment in full (in cash or cleared funds) for the Goods and any other goods that EMINEO has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6 CHARGES AND PAYMENT
6.1 The price of the Goods shall be the price set out in the Order Confirmation. 6.2 The price is exclusive of the costs and charges of insurance and transport.
6.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from EMINEO, pay to EMINEO such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7 LIMITATION OF LIABILITY
EMINEO shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise or that of its employees, for:
a any loss of profit; or
b loss of business, depletion of goodwill and/or similar losses; or
c loss of anticipated savings; or
d loss of goods; or
e loss of contract; or
f loss of use; or
g loss of production, shut down or none operation; or
h the cost of demobilisation, disassembly or reconstruction; or
i the cost of renting or leasing a back-up unit, cost of renting or leasing a crane and any form of manipulator, costs of transportation for obtaining replacement equipment or components;
j loss or corruption of data or information; or
k any loss of government grant or similar financial allocation; or
l any loss of trust status or similar; or
m any special loss;
n any indirect loss;
o any consequential loss; or
p any pure economic loss, costs, damages, charges or expenses.
8 FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, a latent defect in a component or product not revealed by any testing prior to manufacture or delivery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of EMINEO.
9.1 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by EMINEO.
9.3 Governing law The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law the Netherlands.
9.4 Jurisdiction Each party irrevocably agrees that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Last update October 14, 2015