General Condition for supply by KEMP

1. These General Conditions shall apply for all supplied services and products by KEMP, when agreed in writing.
2. All information and data contained in product brochures and price lists are binding only to the extent that they are by reference expressly included in the contract.
3. All drawings and technical documents relating to the product and design submitted by KEMP to the other party shall remain the property of KEMP. Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than erection, commissioning, operation or maintenance of the product or the design. They may not, without the consent of KEMP, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
4. All deliveries shall be Ex works(EXW). If, in the case of delivery Ex works, KEMP, at the request of the purchaser, undertakes to send the product to its destination, the risk will pass to the purchaser not later than when the product is handed over to the first carrier. Partial shipments shall be permitted unless otherwise agreed.
5. If the parties, instead of specifying the date for delivery, have specified a period of time on the expire of which delivery shall take place, such period shall start to run on the date when KEMP receives the purchaser’s order or the date of formation of the contract.
6. If KEMP anticipates that he will not be able to deliver the product at the time for delivery, KEMP shall forthwith notify the purchaser thereof, stating the reason, if possible, the time when delivery can be expected.
7. If the delay is caused by any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war (whether declared or not), extensive military mobilization, insurrection, requisition, seizure, embargo or delays in deliveries by sub- contractors or suppliers caused by any such circumstances referred to in this clause, the time for delivery shall be extended by a period which is reasonable having regard to all circumstances in the case.
8. If the product is not delivered at the time for delivery the purchaser is entitled to liquidated damages from the date on which delivery should have taken place, except in situations mentioned in clause 7. The liquidated damages shall be payable at a rate of 0.5 per cent of the purchase price maximum for each completed week of delay. In this case the liquidated damages shall not exceed 5.0 per cent of the purchase price. If only part of the product is delayed, the liquidated damages shall be calculated on that part of the purchase price which is attributable to such part of the product as cannot in consequence of the delay be used as intended by the parties. The liquidated damages become due at the purchaser’s written demand but not before delivery has been completed. The purchaser shall forfeit his right to liquidated damages if he has not lodged a claim for such damages within 3 months after the time when the delivery should have taken place.
9. Liability for clients and contractors for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever, because of failures by KEMP, not being delay, is limited to 15 per cent of the purchase price.
10. Unless otherwise agreed, the payments shall be made within 30 days after the invoice was send. Whatever the means of payment used, payment shall not be deemed to have been effected before the supplier’s account has been fully and irrevocably credited.
11. If the purchaser fails to pay by the stipulated date, the supplier shall be entitled to interest from the day on which payment was due. The rate of interest shall be as agreed between the parties. If the parties fail to agree on the rate of interest, it shall be 12 per cent per annum. In case of late payment KEMP may after having notified the purchaser in writing, suspend his performance of the contract until he receives payment. If the purchaser has not paid the amount due within three months KEMP shall be entitled to terminate the contract by notice in writing to the purchaser and to claim compensation for the loss he has incurred.
12. The product shall remain the property of KEMP until paid for in full to the extent.
13. All contracts shall be governed by the substantive of the Dutch law .In case of disputes per default the court in Almelo will handle the case, where KEMP is entitled to chose an other authorized court.
14. These general conditions for supply are valid from 1st January 2005 and are registered at the Chamber of Commerce at Enschede.