Terms and conditions

1. Definitions
In these Conditions of Sale:
1.1 “The Company” means PPS International BV.
1.2 “The Customer” means the person, firm or company purchasing the Goods.
1.3 “The Goods” means the goods or materials to be supplied by the Company to the Customer under this Contract.

2. Acceptance of Order
2.1 All orders are accepted by the Company subject to these Conditions of Sale. These Conditions of Sale are the only terms or conditions upon which the Company sells or supplies the Goods and they shall form part of and govern every Contract between the Company and the Customer for the supply of Goods.
2.2 No terms and conditions referred to or imposed by the Customer and no addition to or variation of these Conditions of Sale shall have effect save to the extent that it was expressly agreed to in writing and signed by a duly authorized representative of the Company. In particular orders submitted on Customers own purchase order forms will be accepted by the Company only upon condition and with the express understanding that the liabilities of the Company shall be determined solely by these Conditions of Sale and in accepting and consummating any such order the Company shall be deemed not to have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Conditions of Sale.
2.3 The Company has a policy of continuous improvements to its products and reserves the right to alter the specifications, types or models of Goods at any time without notice provided such changes shall not affect the validity of the Contract.
2.4 Where Goods are sold packed the extent of packing and/or protection will be at the Company’s discretion unless the Customer stipulates special packing, in which case such packing will be charged extra.

3. Quotations
3.1 Quotations indicate the price at which the Company will be willing to supply Goods if a firm order is placed within 30 days unless otherwise specified in the quotation.
3.2 A quotation is not an offer to supply Goods and no Contract shall arise between the Company and the Customer until a firm order by the Customer has been accepted in writing by the Company and the date of such acceptance shall be the Contract date.
3.3 Goods are offered subject to availability and to them being unsold.
3.4 Quotations cover only the work and/or items specified therein, and all additions, alterations, waiting time and any additional costs due to modified instructions shall be charged to the Customer at ruling prices.

4. Price
4.1 The price of the Goods shall be in accordance with the Company’s prices for such Goods ruling at the date of delivery or in accordance with the quotation (as varied in accordance with clause 4.2 below) if a firm order is received within the 30 day period referred to in clause 3.1 above.
4.2 The price stated in the quotation is subject to variation at the discretion of the Company at any time before delivery, if there is any increase in the cost to the Company of labor, materials or overheads required for the manufacture of Goods or of the purchase or importation of any part of the Goods or if the Company would otherwise suffer loss as a result of currency fluctuations, provided always that the Company shall
give the Customer notice of any such variation and the Customer shall have the right to cancel the order within seven days of such notice if the increased price is too high in relation to the price stated in the quotation. Any such variation shall not be made to solely meet increased costs which would not have occurred but for the failure of the Company to proceed with work within reasonable dispatch.
4.3 Save where otherwise agreed in writing any specified price shall be the price of the Goods ex-works and the Customer shall in addition to the price payable for the Goods pay all duties, charges and taxes on the Goods including for the avoidance of doubt any VAT payable thereon.

5. Payment Terms
5.1 Unless otherwise expressly agreed in writing payment for Goods will be due within 30 days after the relevant invoice date.
5.2 Notwithstanding the above the Company may at any time require the Customer to make payment in advance of delivery or otherwise provide adequate security for the payment of all amounts payable under the Contract. In default, the Company may amend the terms of delivery or payment and/or cancel any outstanding balance of order.
5.3 Where payment is to be made by installments, if the Customer fails to pay any installment on the due date, the Company may treat such failure as a repudiation of the entire Contract and recover the damages for such breach of Contract.
5.4 The Company reserves the right, without prejudice to any other rights which it may have, to charge interest at the rate of 4 percent above the Bank base rate per annum from time to time in force on overdue accounts such interest to run from day to day and to accrue after as well as before any judgment and/or to suspend or terminate the supply of Goods and provision of credit to the Customer, where payment of the Company’s invoice is overdue.
5.5 Any query to be raised by the Customer on any invoice issued by the Company shall be made within 30 days of the date of the invoice or the parties shall be deemed to have accepted the invoices.
5.6 The Customer shall not withhold any payment for any reason nor may any counterclaim of the Customer be set-off against any payment due under the Contract without the written consent of a duly authorized officer of the Company.

6. Delivery
6.1 Delivery is ex-works unless otherwise agreed in writing in which case the Company shall use reasonable commercial endeavors to arrange delivery of the Goods in accordance with the Customers instructions and to deliver and/or, where required, install them within any time estimate given. However time for delivery and installation shall not be of the essence of the Contract and delay shall not entitle the Customer to repudiate. In any event the Company shall not be liable to the Customer for any loss or damage whatsoever suffered or
sustained by it as a result of any failure by the Company to adhere to such times or dates or consequent upon any other delay howsoever caused.
6.2 The Customer is responsible to reimburse to the Company all costs of delivery, insurance, transportation and storage incurred by the Company. The Company shall be entitled to deliver the Goods by single delivery or installment at its option and, without prejudice to the provisions of clause 6.1, non-delivery of any installment or delay in delivery shall not affect the balance of the Contract nor entitle the Customer to repudiate the same.
6.3 The Company shall be entitled to levy additional delivery, insurance, transportation, storage and handling charges in the event of the Customer failing or refusing for any reason to take delivery of the Goods at any time during normal working hours and shall be entitled to determine the Contract if the Customer then fails to take delivery within 14 days of a written request requiring him to do so.
6.4 The Customer will be responsible for obtaining any import licenses and complying with all regulations governing admission of Goods into the country of destination and for payment of all customs duties, port dues and other charges.

7. Passing of Risk to Customer
The Goods shall be at the Customers risk:
7.1 Where delivery is ex-works from the time when the Goods are loaded onto the collecting vehicle;
7.2 In the case of F.O.B. export Contracts from the time the Goods are loaded on board at the port of shipment;
7.3 In any other case from the time the Goods are unloaded at the point of delivery.

8. Passing of Property to Customer
8.1 The title to Goods supplied under the Contract shall not pass to the Customer until the Company has received payment in full of all sums