STANDARD TERMS AND CONDITIONS OF SALE
In the following Conditions of Sale, ‘the Company’ means Sakurai Graphic Systems Corporation, and ‘the Buyer’ means any person or firm with whom the Company contracts for the supply of goods or services.
1. When the Company receives and order for goods from any prospective purchaser and such order is accepted by the Company in writing, these conditions of sale shall apply to the contract.
2. Upon accepting an order from the Buyer, the Company reserves the right to inquire within a reasonable time, into the Buyer’s financial or trade status, and in the light of any report we receive, to rescind the contract and the Company shall not be liable to make any payment to the Buyer by way of compensation or damages.
3. PRICE
a) All estimates and quotations are nett.
b) The Company reserves the right to vary the price of the goods by any amount attributable to (a) a suspension of or an alternation to work on the goods by reason of the Buyer’s instructions or lack of them (b) any variation of wages, rates, taxing statutes and material costs or fluctuations in foreign exchange rates or import duty between the date hereof and the date of delivery, or completion of payment.
c) Prices are deemed to be ex-works unless otherwise stated.
4. INSURANCE
a) If there are no insurance arrangements in the contract documents, the Buyer is responsible for insuring the transport insurance (from the point of shipment from the Sakurai factory or Sakurai's assignment place to the Buyer’s premises).
5. DELIVERY ACCEPTANCE
a) Deliveries may in the Company’s option be suspended, restricted or delayed if by reason of insufficient data or information supplied by the Buyer, strikes, lockouts, civil commotion, government control or requisition, priority of orders for government departments or public services, fire, breakdown, storm, flood, drought, frost or any other cause beyond the Company’s control, deliveries are prevented or hindered from being made within the contract time. No such suspension, restriction or delays shall render the Company liable in damages or justify cancellation or refusal of the goods by the Buyer.
b) All goods are offered subject to prior sale.
c) If the company delivers the goods in more than one consignment although the Contract of Sales does not envisage split or instalment deliveries, the Buyer shall not for that reason be entitled to refuse any or all of the consignments.
d) The Buyer shall inspect the goods within seven days after delivery and unless the buyer gives notice with notice in writing within that period to us, specifying any defect in or other proper objection to the goods, it shall be conclusively presumed that the Buyer has examined the goods and found them to be complete and in accordance with the description, in good order and condition and fit for the purpose for which they are required.
6. PAYMENT
a) If any payment is in arrears for or on account of or in respect of any goods or any instalment of goods for part of an order delivered under this or any other Contract between the Company and the Buyer, we shall have the absolute right without giving any notice to the Buyer to suspend further delivery of goods under this or any other such contract and if any such payment or any part thereof shall remain in arrears for seven days after written demand sent by the Company to the Buyer, we shall have the right to cancel this and any other such Contract without prejudice to all our rights and remedies to recover any monies then due and owing to us from the Buyer.
b) Unless otherwise agreed in writing one third (1/3) nett cash shall be paid with the order.
c) Payment shall be considered in arrears if not made within the terms stated in the preceding sub-section, or in the terms otherwise agreed.
d) The goods shall remain the property of Sakurai Graphic Systems Corporation, until receipt of payment in full.
e) The Company is irrevocably authorised to enter upon any premises where the goods are situated and take possession of and remove the goods at the Buyer’s expense where:-
i. the purchase price or any part thereof has become due and has not been received in full.
ii. the purchase price, whether or not due, not having been received in full, a receiver is appointed of the whole or any part of the Buyer’s undertaking or proceedings are commenced in insolvency, bankruptcy or liquidation in respect of the Buyer, or the Buyer compounds with its Creditors or takes or suffers any similar action in consequence of debt.
7. LIMITS OF CONTRACT
a) All offers for sale include only such goods, accessories and work as are specified in the quotation comprising this offer.
8. PLANS, DRAWINGS, MEASUREMENTS, ETC.
a) Any drawing, particulars of weights and measurements, power consumption, floor plans, etc. should be regarded as approximate and are intended to present a general idea of the goods described. None of these form part of the Contract unless so specified nor shall they be taken to be representations inducing the Buyer to enter into any contract with the Company.
9. DEMONSTRATIONS AND INSTALLATIONS OF MACHINES
a) When the Company undertakes the demonstration of a machine, this means that the Company will supply a skilled engineer or operator thoroughly acquainted with the mechanism and running of the machine, to assist and advise the Buyer’s skilled operator in the working of the machine during the initial period of operation. During this period the machine is to be considered under the charge of the Buyer who shall supply all necessary materials such as paper, ink or the like and the Company shall not be responsible or liable for any loss, injury, consequential loss or damage whatsoever and howsoever arising from any act or default of the demonstrator.
b) Whilst the Company employs competent workmen to install machines, the Company shall not be responsible or liable for any loss, injury, consequential loss or damage to the customer’s property whatsoever or howsoever arising from any act or default of such workmen whilst in or upon the customer’s premises.
10. ELECTRICAL SUPPLY AND CONSTRUCTIONAL WORK
a) The Buyer shall be responsible for the cost of taking electrical supply to the site of the machine or machines and wiring to the machine or machines and for the cost of such work as may be necessary to provide a foundation which complies with our specification for the machine or machines to be installed.
11. EXCLUSION CLAUSE
a) All warranties terms and conditions as to the quality and condition of any product including component parts, or its fitness (for any particular purpose or otherwise) or its compliance with any description and all such warranties, terms and conditions which would otherwise arise by statute implication of law or otherwise howsoever on the sale or repair of any products by the Company or by our dealers or traders are hereby excluded. Save as hereinafter provided the Company shall not be responsible for or liable to any dealer or other person in the course of our dealings with them in contract or otherwise howsoever for any injury or loss (including contingent or consequential loss or damage) whatsoever or howsoever arising.
b) The Company shall not be liable for any loss caused by fire or otherwise to customer’s machines or parts thereof whilst in the Company’s possession notwithstanding that any such loss shall be caused by the negligence or wilful recklessness of the Company’s servants or agents or any of them or of any trespasser upon the Company’s premises, save that the Company shall account to the buyer for any monies that the Company may receive under any insurance policy, save that this clause shall not place the Company under any obligation to insure as a foresaid.
c) While every effort is made to ensure that the date of manufacture of second-hand machines is correctly stated, the date stated and specifications given on the basis of the supposed date of manufacture or specifications based thereon be taken as a representation, warranty or guarantee that the facts stated are correct.
12. WARRANTY
a) No warranty is given in respect of second-hand, rebuilt or reconditioned goods except such as may be given specifically by the Company in writing.
b) Where second-hand goods are bought as seen and inspected, whether on the premises of the Company or of a third party, the Customer is deemed to have inspected the goods whether or not actually inspected, and buys them in their existing condition without warranty of any kind.
c) Where specific written warranty is given by the Company, this will be specified to cover either replacement parts only or replacement parts and labour employed in replacing the parts, for a specified period after delivery. Such warranty shall be subject to;
i. The Buyer giving the Company written notice of any defect within seven days of its discovery.
ii. The goods having been used solely by competent persons with reasonable care.
iii. The Buyer not having attempted to repair, alter or interfere with the goods.
iv. The exclusion of fair wear and tear, and the replacement of components and parts subject to wear and replacement on normal use.
13. The Company shall not be liable for any loss or damage caused by reason of the defective or weak condition of any floor, staircase or other part of any building from or in which the Company shall be required to remove or install machinery. The Buyer should secure the advice of a qualified Surveyor whenever necessary before instructions for the removal or installation of machinery are given to the Company.
14. HEALTH AND SAFETY REULATIONS
a) Where the goods are second-hand and are bought as seen and inspected whether on the premises of the Company or of a third party whether in fact the Buyer inspects or not and it is necessary to alter or add to such goods in order to comply with health and safety regulations such alterations or additions will be carried out by the Company but the cost of such alterations and additions shall be borne by the Buyer.
15. LEGAL CONSTRUCTION
a) These Conditions of Sale and any contract of which they and quotations given form part shall be construed solely according to the Laws of Belgium.
CONDITIONS OF CONTRACTS FOR THE REPAIR OR REMOVAL OF MACHINES
1. Where applicable the above conditions shall also apply to any contract for the repair or removal of customer’s machines.
2. All verbal and telephoned orders must be confirmed in writing not later than the following day or an official signed order handed to the Company’s Fitter on arrival at the Customer’s premises.
3. All machines are re-erected in the same condition as dismantled. Any breakages or necessary repairs will however by pointed out to the customer at the time and will be replaced or repaired upon receipt of a written order, the charges therefore being additional to the contract price.
4. No liability is accepted for loss of production or any other incidental damage arising out of breakages, delay in erection or other delays (whether such breakages or delays shall be attributed to the Company or its servants or not) unless otherwise arranged and confirmed by the Company in writing.
5. Owing to fluctuations in costs and adverse working conditions estimates cannot be calculated in advance to an exact figure. All prices quoted must therefore be regarded as approximate only unless otherwise arranged and confirmed by the Company in writing. It is regretted that for the same reasons the Company cannot guarantee to compete any work undertaken within any specified time.
6. Whenever we undertake the carriage of goods on behalf of a customer, this shall be at the Customer’s risk in all respects and we shall not be liable to the customer for any loss or damage to his goods of whatsoever nature or howsoever caused, whether by the negligence of the Company’s servants, agents or otherwise nor shall we be responsible for insuring goods on behalf of the customer.
7. The Company shall have a general as well as a particular lien on all goods for unpaid accounts and such lien shall extend and apply to goods in the possession of the Company or of any agent or sub-contractor of the Company and to all goods which not being in such possession aforesaid are nevertheless directly or indirectly under the control or disposition of the Company. The Company shall also have the right to sell in Belgium or abroad the goods or part thereof by public auction or otherwise and thereof to pay or retain the costs and expenses of maintaining and exercising such lien and of such sale and all the sums for which a lien is given to the Company hereunder.