Terms and Conditions

GENERAL TERMS AND CONDITIONS
FOR THE SALE OF PRODUCTS OR SERVICES

NOTICE:

Sale of any Products or Services is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any acceptance of Seller’s offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase products or receive services shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance. Fulfillment by Seller of any order by Buyer shall not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms and Conditions.

1. Definitions.

"Buyer" means the entity to which Seller is providing Products or Services under the Contract.

"Contract" means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Products or Services, together with these Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement, but expressly excluding any additional or different terms proposed by Buyer in accordance with the Notice above. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.

“Contract Price” means the agreed price stated in the Contract for the sale of Products and Services, including adjustments (if any) in accordance with the Contract.

“Products” means the equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.

"Seller" means the entity providing Products or performing Services under the Contract.

“Services” means the services Seller has agreed to perform for Buyer under the Contract.

“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.

2. Delivery and Shipping Terms.

(a) Seller shall deliver Products to Buyer FCA Seller’s facility or warehouse (Incoterms 2020). Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial deliveries are permitted. Seller may deliver Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within ten (10) days after receipt.

(b) For shipments that do not involve export, title to Products shall pass to Buyer upon delivery in accordance with Section 2(a). For export shipments from a Seller facility or warehouse outside the U.S., title shall pass to Buyer upon delivery in accordance with Section 2(a). For shipments from the U.S. to another country, title shall pass to Buyer immediately after each item departs from the territorial land, seas and overlying airspace of the U.S. The 1982 United Nations Convention of the Law of the Sea shall apply to determine the U.S. territorial seas. For all other shipments, title to Products shall pass to Buyer the earlier of (i) the port of export immediately after Products have been cleared for export or (ii) immediately after each item departs from the territorial land, seas and overlying airspace of the sending country. When Buyer arranges the export shipment, Buyer will provide Seller evidence of exportation acceptable to the relevant tax and custom authorities.

(c) Risk of loss shall pass to Buyer upon delivery pursuant to Section 2(a), except that for export shipments from the U.S., risk of loss shall transfer to Buyer upon title passage.

(d) If any Products to be delivered under this Contract cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer, Seller may ship the Products to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places Products into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Products will be charged to Buyer; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make Products and repaired equipment available to Buyer for delivery.

(e) Any liability of Seller for non- delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

3. Cancellation of Purchase Order.

Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancelations will be subject to payment to Seller of reasonable and proper cancelation charges.

4. Inspection and Acceptance of Products.

Buyer shall inspect all Products within five (5) days of the transfer of title to Buyer in accordance with Section 2. Buyer shall be deemed to have accepted all Products unless Buyer notifies Seller in writing during such five (5) day period that any Products do not conform to the applicable Seller specifications. Buyer may return Products (including any nonconforming Products) only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee as agreed by the parties. At Seller’s sole option, Seller will repair or replace any nonconforming Products or refund to Buyer the purchase price for such Products, in any case as Buyer’s sole remedy for such nonconforming Products. Notwithstanding the foregoing, no returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted in any case more than sixty (60) days after delivery.

5. Title and Risk of Loss.

Title and risk of loss passes to Buyer pursuant to the terms of Section 2. As collateral security for the full payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under (i) if in the United States, the Texas Uniform Commercial Code or (ii) if in Canada, the Personal Property Security Act (Canada). Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.

6. Assembly/Installation Work.

In the event Buyer desires for Seller to perform any assembly/installation work, said work will be performed pursuant to a separate agreement to be entered into in writing by both Buyer and Seller detailing the terms of said work.

7. Set-up Charges.

A Non-recurring set-up charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns acquired to manufacture items sold subsequent to this contract. Such special tooling shall be and remain Sellers property notwithstanding payment of any charges therefore by Buyer unless otherwise agreed to in writing by the parties. Payment of charges in connection with tooling or apparatus does not constitute ownership of same. All charges in connection with this Section will be imposed only with the knowledge and acceptance of Buyer. Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property at its sole discretion at any time.

8. Contract Price.

(a) Buyer shall purchase the Products and, if applicable, shall pay for the services provided, from Seller at the Contract Price. Prices are subject to change without prior notice and Seller shall thereafter notify Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion of any order by written notice to Seller, provided such notice is received by Seller not more than ten (10) days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller: (1) the Contract Price for all Products which have been completed or are in the process of completion, (2) components or goods secured by Seller from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract. All prices shall be confidential and Buyer shall not disclose such prices to any party in accordance with Section 20.

(b) All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

(c) The Contract Price excludes shipping and handling charges, which are the obligation of Buyer and will be added to the invoice if prepaid by Seller.

9. Payment Terms.

(a) Terms of payment are net cash thirty (30) days following the date of invoice, or by letter of credit paid upon submittal of shipping documents, all payable in the currency specified in the invoice.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees and court costs. In addition to all other remedies available under these Terms and Conditions or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set- off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.

(d) If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within thirty (30) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

10. Disclaimer of Warranty.

(a) Seller warrants that all Products manufactured by Seller shall, at the time of sale, comply with applicable Seller specifications. All Products not manufactured by Seller are sold only with the warranties provided by the manufacturer of such Products, if any. Unless expressly set forth in a separate service agreement, Seller makes no warranties with respect to any Services provided by Seller pursuant to this Contract. SELLER MAKES NO OTHER WARRANTY WITH RESPECT TO THE PRODUCTS OR SERVICES, AND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Seller personnel are not authorized to alter this disclaimer of warranty.

(b) All Products are sold for commercial use only and are not intended for use by consumers. Accordingly, Seller disclaims all warranties to consumers, as defined by the Magnuson-Moss Act and/or applicable Canadian Consumer Protection Act. Any inspection services provided by Seller at Buyer’s request shall be provided as a customer service only and shall not be deemed to act as a warranty or approval of Buyer’s installation, use, or maintenance of the Products, nor shall Seller be liable for failure to detect improper use, installation or maintenance of the Products by Buyer.

11. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THOSE SPECIFIC PRODUCT(S) PURCHASED BY BUYER HEREUNDER THAT ARE THE SUBJECT OF THE CLAIM OR, AS TO SERVICES, FOR THE AMOUNTS PAID TO SELLER FOR THE SPECIFIC SERVICES PERFORMED BY SELLER HEREUNDER THAT ARE THE SUBJECT OF THE CLAIM.

(c) This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Products or Services at the price charged.

12. Indemnification.

Buyer shall indemnify, defend and hold harmless Seller from and against all damages, losses, expenses and costs (including reasonable attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnity obligation) related to or arising from claims brought by a third party, on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of Buyer in connection with this Contract and/or the Products.

13. Adequate Assurance.

Seller reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel Buyer’s credit at any time for any reason.

14. Intellectual Property Rights.

(a) Seller is unable to guarantee that no patent rights, copyrights, trademarks, (user) rights, trade models or any other rights of third-parties are infringed by goods received from suppliers and/or buyers via Seller or third-parties via them, including but not limited to goods, models and drawings for the manufacture and/or delivery of certain Products.

(b) In the absence of written agreement to the contrary, Seller holds the copyrights and all rights of (industrial) property to the offers it has made and the designs, images, drawings (test) models, software, templates and other goods that it has issued.


(c) Buyer agrees that no express or implied licenses or other rights relating to any intellectual property of Seller or the Products are provided to Buyer hereunder. Title in all intellectual property of Seller and the Products (including intellectual property licensed to Seller) shall remain at all times in Seller.

15. Compliance with Laws.

(a) (a) Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations; however, Buyer acknowledges that Products may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Products conform to federal, state or local laws, regulations, ordinances, codes or standards, except as expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

(b) The products, items, technology or software covered by a quotation/order may be subject to various laws including U.S. and foreign export controls. Seller is committed to complying with all relevant export laws. If these items are being exported from the United States, the following statement applies, “These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.” Buyer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination. Seller’s obligations are conditioned upon Buyer’s compliance with all U.S. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct Products other than in and to the ultimate country of destination declared by Buyer and specified as the country of ultimate destination on Seller’s invoice. Buyer agrees to indemnify and hold Seller harmless from any and all costs, liabilities, penalties, sanctions and fines related to non-compliance with applicable export laws and regulations, including reasonable attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnification obligation.

(c) Buyer represents and warrants that it is not subject to any trade sanctions imposed by the U.S., EU and/or UN and that it is in compliance and shall comply with all applicable laws and regulations relating to trade restrictions and/or export controls (including trade sanctions imposed by the US, EU and/or UN) with respect to Products sold hereunder, and shall provide evidence of compliance with the foregoing as Seller may reasonably request from time to time.

(d) Buyer represents and warrants that it is in compliance and shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and has not, directly or indirectly, offered, paid, promised, or authorized the giving of money or anything of value to any government official for the purpose of influencing any act or decision of such government official. Buyer is not on, nor is Buyer associated with any organization that is on, any list of entities maintained by the United States government that identifies parties to which the sale of goods or services is restricted or prohibited.

16. Nuclear and Hazardous Activities.

Unless specifically agreed to in writing by an authorized officer of Seller, Products shall not be used in connection with any nuclear facility or any other application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If so used, Buyer agrees to indemnify and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of Products in such facilities, applications, or activities, including reasonable attorneys’ fees and costs and expenses related to the enforcement by Seller of any such indemnification obligation.

17. Termination.

In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

18. Amendment and Modification.

These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

19. Waiver.

No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20. Confidential Information.

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain through no fault of Buyer; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party that had a lawful right to disclose it.

21. Privacy.

Buyer and Seller may be subject to the European Union’s General Data Protection Regulation (EU) 2016/679 (the “GDPR”). Buyer and Seller shall comply with all applicable provisions of the GDPR. In performing this Agreement, it may be necessary for, and Supplier has a “legitimate interest” in, “processing” Buyer’s “personal data”, as those terms are defined in the GDPR.

22. Force Majeure.

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or the worsening, escalation or expansion of any of the foregoing.

23. Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.

24. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

25. Governing Law.

All matters arising out of or relating to this Contract are governed by and construed in accordance with the internal laws of (i) the State of Texas if Buyer’s place of business is in the U.S. or (ii) British Columbia if Buyer’s place of business is in Canada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If the Contract includes the sale of Products and Buyer is outside of Seller’s Country, the United Nations Convention on Contracts for the International Sale of Goods shall apply.

26. Submission to Jurisdiction.

Any legal suit, action or proceeding arising out of or relating to this Contract shall be instituted, depending upon the location of Buyer, in accordance with the following: (i) if Buyer’s pertinent place of business is in the U.S., legal action shall be commenced in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and Dallas County, or (ii) if Buyer’s pertinent place of business is in Canada legal action shall be commenced in the federal or provincial courts located in British Columbia (Judicial District of Vancouver). If Buyer’s pertinent place of business is outside the U.S. and Canada, the dispute shall be submitted to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). The number of arbitrators shall be one, selected in accordance with the ICC rules, unless the amount in dispute exceeds the equivalent of U.S. $5,000,000, in which event it shall be three. When three arbitrators are involved, each party shall appoint one arbitrator, and those two shall appoint the third within thirty (30) days, who shall be the Chairman. The seat, or legal place, of arbitration, shall be London, England. The arbitration shall be conducted in English. In reaching their decision, the arbitrators shall give full force and effect to the intent of the parties as expressed in the Contract, and if a solution is not found in the Contract, shall apply the governing law of the Contract. The decision of the arbitrator(s) shall be final and binding upon both parties, and neither party shall seek recourse to a law court or other authority to appeal for revisions of the decision. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding arising out of these terms and conditions.

27. Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

28. Severability.

If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

29. Survival.

Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction/Arbitration and Survival.

30. Complete Agreement.

This Contract constitutes the entire agreement between Buyer and Seller relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.

31. Language.

The parties have expressly requested that this Contract and all related documents be drafted in the English language. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Rev. 9.6.22

Privacy and Cookie Policy

Privacy and Cookie Policy

General

ERIKS Group N.V. ("ERIKS") is the controller of the processing of all personal data collected through this website (the "Website").

ERIKS respects your privacy and complies with the provisions of the Dutch Act on the Processing of Personal Data ("APPD").

This Privacy and Cookie Policy (the "Policy") provides information regarding the processing of personal data collected through the Website, as well as the rights to access and correction of such personal data.

Personal data

ERIKS processes personal data that it collects through the Website. The personal data that ERIKS collects includes all information that you enter on forms on the Website. On such forms, you may submit your name, address, postal code, city, phone number and e-mail address to ERIKS.

Visitors of the Website under the age of 16 may only submit personal data by means of the Website to ERIKS, if such visitors have obtained consent of their legal representatives, which have taken notice of this Policy.

Purposes and transfer to third parties

ERIKS uses your personal data to answer your questions and to send information to you regarding any current or future activities of ERIKS. If legally required, ERIKS will obtain your permission, before sending you such information.

ERIKS may transfer your personal data to its group companies. ERIKS may also provide your personal data to third parties, which will process your personal data according to instructions of ERIKS and under the responsibility of ERIKS. ERIKS will not provide your personal data to any other third parties, unless there is a legal obligation to do so.

Cookies

This Website makes use of so-called "cookies". Cookies are small text files that the Website stores locally on your computer. The Website uses cookies to recognize you if you visit the Website. By doing so, ERIKS is able to improve user-friendliness of the Website and to adjust the Website to your needs.

By changing settings in your web browser, you can establish that you will be given notice if a cookie is stored on your computer. By changing settings, you can also establish that your browser does not accept cookies from this Website. However, if your browser does not accept cookies from this Website, you may not be able to access or use all features of this Website.

Security

The transfer, storage and processing of personal data collected through this Website is secured by means of current, usual technical measures.

Retention period

In general, ERIKS will not retain the personal data that is obtained through this Website for a period longer than two years.

Access, correction and removal

You can request ERIKS to provide access to the personal data it has collected about you at any time. You can also request ERIKS to correct or to delete such personal data. You can send requests for access, correction or removal of your personal data to the contact form , mentioning your name and postal address.

Offer of Sale

Offer of Sale

All descriptions, quotations, proposals, offers, acknowledgments, acceptances and sales of Sellers products are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer's acceptance of any offer to sell is limited to these terms and conditions. Any terms and conditions in addition to, or inconsistent with those stated herein proposed by Buyer in any acceptance of an offer by Seller are hereby objected to. No such additional or different terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller's acceptance of any offer to purchase by Buyer is expressly conditioned upon buyer's assent to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Buyer's offer. Acceptance of Seller's products shall in all events constitute acceptance.

Prices

All quotations by Seller are made subject to acceptance and conditions set forth in this document. All prices quoted are subject to acceptance for a period of thirty (30) days only and may be revoked during this period prior to Buyer's acceptance. Any orders placed with open pricing terms will have pricing applied which is reasonable and customary to the industry. All catalog prices are subject to change without notice.

Payment

Payment shall be made within 30 days of the date of the invoice for the items shipped. Any special payment terms must be agreed upon in writing by the Seller. Any claims by Buyer for omissions, shortages, shipment discrepancies or claims shall be deemed waived unless the Seller receives notice hereof within thirty (30) days of Buyer's receipt of the shipment.

Credit Terms

In consideration of credit the Buyer acknowledges that accounts are considered due on the 30th day following date of shipment and agrees to pay interest at the rate of 1 ½% per month (18% per year) on balances not paid before the 31st day following shipment. Should suit or action be instituted in collection of Buyers debt, Buyer hereby agrees to pay costs of collection and/or suit, including but not limited to, reasonable attorney fees and costs of special counsel together with costs and disbursements incurred. Buyer acknowledges these credit terms and agrees that all terms of this agreement shall be binding upon Buyer as long as credit is extended to Buyer.

Returns

Returned goods or shortage claims must be made within thirty (30) days of receipt by Buyer. No returns or claims will be honored for credit without the proper approval of Seller.

Delivery

Unless otherwise provided on the face hereof, delivery shall be m ade F.O.B. Sellers plant, however, risk of loss shall pass to Buyer on Seller's delivery to carrier. Any delivery dates or schedules will be deemed to have been met on delivery to carrier and Seller shall have no liability for any delays in transportation.

Warranty

Eriks companies guarantee their products to be free from defects in materials and workmanship for a period of thirty (30) days. This warranty comprises the sole and entire warranty pertaining to items provided hereunder. Seller makes no other warranty, guarantee, or representation of any kind whatsoever. All other warranties, including, but not limited to, merchantability, and fitness for purpose whether express or implied, or arising by operation of law, trade usage, or course of dealing are hereby disclaimed. Notwithstanding the foregoing, there are no warranties whatsoever on items built or acquired wholly or partially, to buyer's designs or specifications.

Limitation of Remedy

Seller's liability arising from or in any way connected with the items sold or this contract shall be limited exclusively to repair or replacement of the items sold or refund of the purchase price paid by Buyer, at Seller's sole option. In no event shall Seller be liable for incidental or consequential or special damages of any kind or nature, including but not limited to lost profits arising from or in any way connected with this agreement or items sold hereunder.

Changes or cancellation

Buyer may request to modify the designs or specifications as well as delivery dates and quantities for the Buyer's convenience, however no such request or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to the agreement. Acceptance of any such requested modification or cancellation shall be at the Seller's discretion, and shall be upon such terms and conditions as Seller may require. Special tooling A Non-recurring set-up charge or tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns acquired to manufacture items sold subsequent to this contract. Such special tooling shall be and remain Sellers property notwithstanding payment of any charges therefore by buyer unless otherwise agreed to on the face hereof. Payment of charges in connection with tooling or apparatus does not constitute ownership of same. All charges in connection with this contract will be imposed only with the knowledge and acceptance of Buyer. Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property at its sole discretion at any time.

Taxes

Unless otherwise indicated on the face hereof, all prices and char ges are exclusive of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery of the items sold hereunder. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax, the amount thereunder shall be in addition to the amounts for the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If buyer claims exemption from any sales, use or other tax imposed by the taxing authority, Buyer shall hold Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable. Seller shall require proof of tax exempt status from Buyer at time of sale.

Indemnification

Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade secrets or similar rights. Seller agrees to hold confidential, any designs, drawings, patterns, materials or other confidential information furnished by Buyer or any other items which become Buyer's property. It is the responsibility of the Buyer to protect Seller from infringement claims, subsequently, Seller shall have no liability for claims of infringement based on information provided by Buyer for manufacture or distribution of items provided hereunder resulting in infringement. If a claims is based on information provided by Buyer or if the design for an item delivered hereunder is specfied in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such item infringes any patent, trademark, copyright, trade secret of similar right.

Force Majeure

Buyer or Seller may cancel or modify this agreement or performance hereunder due to unforeseeable circumstances, or if performance is rendered impossible or impracticle. Seller shall not be liable for delays or defaults in delivery due to fire, an act of god, labor disputes, governmental order or regulation or other unforseeable causes beyond its control and without its fault or negligence.

Entire agreement

The terms and conditions set forth herein, together with any amendments, modifications and additional terms and conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. This agreement shall be governed by and construed in accordance with the laws and decisions of the jurisdiction in which the office of the Seller from which this agreement originated is located as indicated on the front side of this document.

Purchase Order Terms

Purchase Order Terms

Acceptance

This purchase order is an offer to purchase goods and/or services as set forth on the face hereof. Any of the following acts by Seller shall constitute acceptance of this order: delivery of any of the goods ordered: commencement of performance: or expressly acknowledging the terms set forth on the face hereof. Any additional or different terms or conditions otherwise communicated by Seller in accepting this order, shall be deemed to be a material alteration of this order and is hereby objected to by Buyer unless specifically agreed to in a writing signed by Buyer. Acceptance of goods or services covered by this order will not constitute acceptance by Buyer of Seller's terms and conditions to the extent this order is in any way deemed to be an acceptance of a quotation or other offer by Seller. Any such acceptance is expressly conditional upon the consent of the Seller to the terms and conditions of this order.

Price and Delivery

Seller shall furnish the goods or services covered by this order in accordance with the prices and delivery schedule stated on the face of this order. Any changes in price or delivery terms must be approved in writing by authorized representative of Buyer. Time is of the essence under this agreement. Seller shall promptly advise Buyer of any inability to make timely shipment. If Seller does not, or it appears will not, meet buyer's delivery or work schedule, Buyer may, in addition to any other rights or remedies provided by law: (a) cancel this Agreement, in whole or in part, without liability to Buyer except for payment for goods previously shipped and accepted or services previously performed to the extent reasonable in amount; (b) approve an agreed upon revised delivery schedule; or (c) require that Seller ship via expedited routing to meet such delivery schedule or to recover lost time. Any additional transportation costs incurred as a result of expedited delivery shall be paid by Seller. Buyer may return, at Seller's expense, any goods delivered more than thirty (30) days in advance of the delivery date specified for such goods. No change in the goods or services ordered under this Agreement, or their method of production, including substitutions or changes in materials, equipment, processing or production location shall be made by Seller, or any approved subcontractor, without the prior written consent of Buyer.

Over Shipments

Over shipments to ten percent (10%) may be accepted by buyer upon the terms and conditions set forth herein. Goods which are delivered in excess of this amount are subject to rejection and return at Sellers expense.

Packing and Shipping

No charge shall be made by Seller for packing, handling or storage. An itemized packing list shall accompany each shipment. All parts are to be marked with Buyer's purchase order number, part number, qty, batch and cure where applicable. Buyer has the right to specify carrier and routing.

F.O.B. Title and Risk of Loss

Unless otherwise specified on the face of this order, the F.O.B. point shall be Buyer's location. All risk of loss, damage in transit or specified of loss or damage to the Goods and title shall not shift to buyer until delivery of the Goods to the carrier.

Payment Terms

Payment for goods ordered or services to be performed shall be as set forth in this Agreement unless otherwise agreed to in writing by Buyer. For purposes of determining Buyer's eligibility to earn any prompt payment discounts specified, the period during which the applicable discount may be earned and a discounted payment made shall be computed from such date of delivery and/or acceptance of goods/services whichever is later. Buyer will make payments based on Purchase Order pricing as agreed to by performance of Seller. Payments by Buyer are not made in accordance with invoice from Seller.

Inspection

Final inspection and acceptance by Buyer shall be at destination unless otherwise specified in this order. Such inspection shall be in accordance with the customary established inspection procedures of the location of buyer where the Goods are received. If rejection of a shipment would result from buyer's normal inspection level under such procedures, Buyer may, at its option conduct an above normal level of inspection up to 100% and charge the Seller the reasonable costs thereof. Buyer reserves the right, in addition to any other rights which it may have at law and notwithstanding prior payment therefore to Seller, to reject or refuse acceptance of all or a portion of such goods or services which are not in conformity with Seller's warranties, as determined by Buyer. Seller agrees that time for acceptance or rejection of any shipment of goods shall not expire until Buyer's sale of goods pass through inspection and acceptance of buyer's customers established inspection procedures.

Rejection

Buyer shall have the right to return to Seller all or a portion of such non-conforming goods at Seller's sole risk and expense for full credit or refund, or require that Seller, correct or replace such goods or services with conforming goods or services within such time as Buyer may require only after written authorization from Buyer. If Seller fails to correct or replace any nonconforming goods or services promptly after notification and authorization from Buyer, Buyer may charge Seller for the cost incurred by Buyer thereby, equitably adjust the order price for such goods or services or set-off the cost hereunder, at the sole discretion of buyer. Any goods or services corrected, replaced or repaired by Seller shall be subject to the warranties and other terms of this Agreement. Payment for any goods or services hereunder shall not be deemed acceptance thereof. Buyer's failure to inspect and accept or reject goods or services shall not relieve Seller from responsibility for goods which are not in conformance with this Agreement nor for latent defects in any goods whether inspected or not, nor shall anything herein relieve Seller from obligation to inspect and test the goods or services covered by this Agreement in accordance with good commercial practices and Buyer's requirements and specifications, nor impose any liability upon buyer for such failure or defects. Seller shall maintain inspection and test records pertaining to such goods and services for a period of five (5) years after delivery of such goods and services.

Warranties

In addition to all other express or implied warranties, Seller warrants that the Goods will be (a) free from defects in workmanship and materials; (b) free from defects in design except to the extent that such Goods comply with the detailed designs provided by Buyer; (c) suitable for the purposes, if any, which are implied or stated on the face of this order; and (d) in conformity with all the other requirements of this order. These warranties and all other warranties, express or implied, shall survive delivery, inspection, acceptance, and payment. Warranty shall extend one year from delivery and acceptance of Goods by buyers' customer.

Materials and Tools

If Buyer pays for or furnishes Seller material or equipment, tools, dies, jigs etc., title thereto shall remain or vest in Buyer and Seller shall label, identify, maintain, and preserve such material and equipment and shall dispose of it only in accordance with buyer's direction. Unless authorized in writing by Buyer, Seller shall use such material or equipment exclusively in the performance of purchase orders for Buyer. Seller shall be responsible for any loss, damage, or destruction to same.

Compliance with Laws

Seller agrees to comply with all federal, state and local laws, regulations and orders, and to defend, hold harmless and indemnify Buyer rules orders identified necessary Buyer, its customers, and regulatory agencies to determine and verify the quality of work, records, and material at any place at the subcontractor's premises.

Indemnification and Adequate Insurance

Seller shall defend, indemnify and hold Buyer entirely harmless from all damages to property or person, including death, resulting from defects in the supplies or services purchased under this Agreement. Seller will maintain public liability and product liability insurance in adequate amounts fully to indemnify Buyer and shall, upon Buyer's request, provide certificates of insurance evidencing Seller's insurance.

Changes

Buyer may, at any time, by written change order, suspend performance of this order, in whole or in part, make changes in the drawings, designs, specifications, method of shipment or packing, or time or place of delivery of the Goods, reschedule the services, or require additional or diminished Services. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this order, an equitable adjustment shall be made in the contract price or delivery dates or both, and this order shall be modified in writing accordingly. Any claim for adjustment under this section may, at Buyer's option be deemed to be absolutely and unconditionally waived unless asserted in writing and delivered to Buyer within thirty (30) days from the date of receipt by Seller of the change order. Buyer's engineering/technical or other personnel are not authorized to change the Goods or Services ordered or any other provision of this order. No change order will be binding on Buyer unless issued by an authorized representative of Buyer's purchasing office.

Complete Agreement

This order, and any supplemental sheets and riders annexed hereto by Buyer, contains the complete and entire agreement between the parties as to the subject matter hereof, and replaces and supersedes and prior or contemporaneous communications, representations, or agreements, weather oral or written, with respect to such subject matter.