Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY INSPIRED
1. General – scope
- The General Terms and Conditions of Sales and Delivery define the rights and obligations of INSPIRED (the “vendor”) and of its customers (the “buyer”), and will apply to all offers, (purchase) agreements, deliveries and activities of INSPIRED. With placement of the order the buyer acknowledges these general terms and conditions of sales and delivery.
- These general terms and conditions of sales and delivery shall apply for the entire duration of the business relationship, i.e. for subsequent transactions as well. These general terms and conditions of sales and delivery need only be provided once.
- In the event any provision of the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY shall be held to be entirely or part wise invalid, the validity of the remaining provisions of the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY and the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY as such shall remain unaltered in force.
2. Conclusion of the contract, offers
- Offers are only binding when they are submitted in writing and when they are explicit specified as binding.
- The conclusion of a contract becomes effective upon our written confirmation of an order or upon otherwise expressly confirmed in writing.
- No variation or purposed variation of a term of this or any contract shall bind INSPIRED unless first agreed in writing.
- For the purpose of these GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY, “in writing” includes all communication between vendor and buyer by means of e-mail.
- The delivery certificate and/or the final invoice are valid as order confirmation.
3. Delivery period and acceptance
- In the absence to the agreement to the contrary, the period of delivery begins at the latest of the following moments:
- Date of confirmation of the order
• Once your order is placed you will receive an email with your order details which includes the order confirmation number.
• For cash on delivery you will be contacted by our customer care to confirm your order.
- Date of fulfillment of all technical, commercial and financial requirements on the part of the buyer;
- Date on which a down payment by the buyer is received by the vendor and/or a letter of credit to the benefit of the buyer has been opened.
- Delivery dates given in the order confirmation and/or written correspondence are estimated delivery dates and non binding unless otherwise confirmed in writing.
- The delivery date is met when the products are declared to be ready for delivery. If and in so far the goods fail to be dispatched at the agreed time for reasons not attributable to INSPIRED, the delivery time shall be considered to have been met at the day on which the goods are notified to be ready for dispatch.
- Delivery dates may be extended by an appropriate period for any case beyond the vendor’s control making it impossible to meat performance deadlines. Examples are government intervention, riots, wars, and natural disasters, shortages of energy or raw materials, strikes, lockouts, lack of means of transportation and so on. It is expressly agreed that no such force majeure event beyond either party’s control may relieve the buyer from its primary obligation to make timely payments to the vendor in accordance with the contract. INSPIRED shall inform the buyer without delay and ensure that any inconvenience for the buyer is kept to a minimum.
4. Prices and conditions of payment
- Prices are always stated as net amounts, excluding taxes and other charge. All costs of packing, handling, etc. will be invoiced in addition. The buyer will pay for all rights, taxes and other official charges, of the products. The buyer will advance to the vendor whatever part of said costs, charges or expenses the vendor may be required to pay, so that the amount paid to and retained by the vendor is the NET PRICE.
- The buyer is responsible for paying any increase in the cost of rights, taxes, levies and stamps occurring after placement of the order. Generally and notwithstanding anything to the contrary, the order price and/or the delivery period included in the order shall be adjusted as a result of an increase or decrease in costs and/or of extension or reduction of the time schedule, due to the execution of any new law or regulation or of any change in existing laws and regulations which occur after the bid due date or change in the interpretation of any applicable law or regulation of any governmental or other authority.
- Prices are subject to adjustment by the vendor so as to take into account unforeseeable variations, e.g. in the costs of materials, energy and labor occurring between the date of the last offer and the contractual delivery date. The buyer hereby recognizes and acknowledges this fact, and that such price adjustments are valid without its prior agreement. INSPIRED will insofar as possible inform the buyer within a reasonable time, of its intentions to make price adjustments.
- Payments have to be made according to the agreed payment conditions. Unless otherwise agreed, INSPIRED’s invoices are due to be paid on the date of invoice. Deductions or discounts require a special agreement. Payments are deemed to have been made at the time in which they are received in INSPIRED’s business account.
- Complaints which have not been integrally closed are no cause for a delay in payment.
5. Cancellation – termination
- Once payment is made your order can be cancelled only if it’s 3 working days prior to the delivery date.
- When there are no stocks available on the respective product and the Customer Care will inform you in such instances and arrange a refund or a replacement.
- Delay in delivery, nonobservance of a procedure or any cause beyond the vendor’s reasonable control, such as one attributable to a third party, which makes it impossible for the vendor to fulfill its contractual obligations, shall be deemed to justify neither a request for any sort of compensation, nor the cancellation or termination of all or part of an order by the buyer.
6. Protected rights
- Where work pieces are manufactured according to the ideas, proposals, models, drawings or samples of the buyer, the buyer gives a guarantee that no protected rights of third parties are infringed. In any legal proceedings in connection with claims for compensation of infringement of patent rights, trademark rights, protection of designs, trade secrets or proceedings protected by copyright, the buyer will release the vendor from all claims of third parties and resulting costs and will participate in legal proceedings if the vendor asks him to do so.
- Irrespective of the existence of legal protection rights and without limitation, all ideas, inventions, designs and samples, software, information, data, works protected by copyright, patents, design right, trademarks, copy rights and trade secrets and all know how or other intellectual property, made by the vendor, and all techniques applied by the vendor to manufacture and design of the products, preliminary to or upon processing of an order shall always remain sole intellectual property of the vendor and may not be transmitted to, or otherwise shared with, third parties without the vendor’s prior written consent. Delivery of products shall not be deemed to convey to the buyer any license to the vendor’s intellectual property rights. The buyer commits itself to taking all measures needed to prevent infringement whether directly or by third parties, of the vendor’s intellectual property rights.
7. Notice of defects
- No warranty claim shall be subject to the provision that the buyer has given commercially reasonable written notice of the defects that have occurred within 5 working days after delivery for apparent defects or 5 days after detecting a latent defect of the product, by including a specific description of the nature of the defect. At request of the vendor, the buyer is obliged to return the defective products.
- Any dispute about quality, delivery or any complaint shall entitle the buyer to suspend payment.
8. Legal succession and assignment
- Orders are binding for the legal successor of the buyer or the vendor. The rights and obligations as determined in the contract and the GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The above will not apply in case of assignment to the legal successor(s) of either party. Such an assignment will be valid upon the notification of other party in writing.