Sales Conditions

1. ACCEPTANCE
1.1 The terms and conditions set forth herein constitute the full and final expression of the contract between Stokota (hereinafter referred to as Seller or Stokota) and Buyer and supersede all prior quotations, purchase orders, correspondence and other communications, whether written or oral, between Seller and Buyer. NO QUOTATION, ORDER OR ACKNOWLEDGEMENT AND NO PROVISION OF THE SELLERS TERMS AND CONDITIONS SHALL BE SUBJECT TO CHANGE IN ANY RESPECT EXCEPT AS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.
1.2 No statement, representation or warranty not contained herein shall be binding on Seller unless made in writing by an authorized representative of Seller. Prior dealings, usage of trade or a course of performance shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection.

 

2. ORDERS

2.1 All orders are subject to acceptance by an authorized representative of Seller and may be accepted on Seller’s acknowledgement forms. All orders must be firm commitments giving either a complete item description and/or functional description, including prices, quantity, and shipping requirements. Typographical and clerical errors in quotations, orders and acknowledgements are subject to correction.
2.2 Orders for products not regularly carried in stock or requiring special engineering or manufacturing services are in every case subject to approval by Seller’s authorized representative. Work performed by Stokota, at the request of the customer, shall be payable at current charge-out rates.

 

3. PRICES
3.1 ALL PRICES AND DISCOUNTS ARE SUBJECT TO CHANGE WITHOUT NOTICE. All written quotations are valid for 30 calendar days from the date of quotation unless withdrawn sooner or unless stated otherwise in a written quotation. Verbal quotations expire 24 hours after they are made. Seller reserves the right to revise prices of work in process, the production of which is delayed for a period in excess of 30 days due to any act of Buyer.
3.2 Unless otherwise specified, all quotations are EXW point of shipment per INCOTERMS 2000 for international sales and/or FOB point of manufacture, country of manufacture. All prices are quoted exclusive of all taxes and delivery charges which may be added to the invoice net catalogue or quoted prices. Seller assumes no liability for import duties or other taxes imposed by any country other than the country of manufacture. Prices are subject to adjustment by Seller for currency exchange fluctuations.
3.3 The prices specified in the quotations, specifications and offers are based on the wages and materials that applied when they were drawn up. Therefore, NV Stokota retains the right to change the prices of its contracts proportionally, based on the following formula:

 

P = p° (0,20 + 0,40 A/ A° + 0,40 S/ S° )

 

Whereby : P = the amount of work
P° = the offered price
A= the price of the raw materials
S = an average pay + social charges
The letter with index ° are applicable values at the time of the offer.
The letters without an index are applicable values at the time of the works.

 

4. PRICE PROTECTION
Prices will be those in effect at time of shipment. Any long term agreements or extended period firm prices must be negotiated.

 

5. PRODUCT IMPROVEMENT
Seller reserves the right to change manufacturing specifications and procedures in accordance with new developments.

 

6. TERMS OF PAYMENT
6.1 Buyer is obliged to pay 30% (thirty percent) of the value of the order at the moment of ordering. This is equivalent to a confirmation of the order. Without the 30% down payment, Seller shall not accept the order and shall not start production.
6.2 At the moment of delivery, the invoiced amount has to be paid in full. If Buyer shall not comply with this payment, Seller shall not allow the vehicle(s) to leave the place of manufacture/sales.
6.3 Seller reserves the right of declining to make deliveries whenever Seller for any reason has doubts regarding Buyer’s financial responsibility. In such event, Seller shall not be liable for non-performance of the contract and shall not make further delivery until it has received adequate assurance that Buyer’s performance will be duly forthcoming. The failure of Buyer to provide such assurances within a reasonable time will be regarded by Seller as a repudiation of the contract by Buyer.
6.4 If the order is for shipment outside the country of manufacture, terms, unless otherwise arranged for, a Letter of Credit written in English, irrevocable and confirmed by a bank acceptable to Seller, in a recognized tradable currency, freely negotiable at Seller’s bank of choice and subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision) International Chamber of Commerce Publication No. 500, is needed. All letters of credit must allow T.T. reimbursement on Seller’s bank of choice and expire at the counter of the selected bank. All letters of credit must be available with the advising/confirming bank by negotiation/payment/acceptance. (If the reimbursing bank is other than the advising/confirming bank, the reimbursing bank must be located in the Seller’s country of choice). All letters of credit should allow 21 days for document presentation and have an expiration date at least 60 days from the scheduled shipment date. All banking charges are to be for the opener’s account. All amendments caused by applicant’s non-conformance of the terms outlined in this format will be for the applicant’s account. Letters of Credit are to be confirmed by Seller’s selected bank within fifteen (15) days after acceptance of any order and provide payments upon presentation of Seller’s invoices and Seller’s certificates of delivery EXW point of shipment, per INCOTERMS 2000 for international sales, or FOB Origin country of manufacture, or of delivery into storage with certification of cause therefore, and for the payment of any termination charges.
6.5 Delayed interest of 12% a year shall be added to all overdue and unpaid amounts by operation of law and without requiring a notice of default. This is without prejudice to the application of a conventional increase of 10% with a minimum of 125€. Without prejudice to the application of the aforementioned delayed interest and the increase, costs shall also be owned for any unpaid bills of exchange, cheques, collection charges or any other damage suffered by Stokota.
6.6 Seller reserves the right to deliver and to invoice for partial shipment of completed goods.

 

7. SHIPMENT
In ordering, Buyer shall state explicitly the method of shipping preferred. In absence of shipping instructions from Buyer before date of shipment, Seller shall ship the goods by whatever shipping method Seller deems appropriate. Goods are at the risk of Buyer from and after delivery to carrier and Buyer assumes all responsibility for shortage, loss, delay or damage in transit. All claims for loss, breakage and damage (obvious and concealed) should be made to carriers. Seller will render Buyer reasonable assistance in securing satisfactory adjustments of such claims.

 

8. TRANSPORTATION ALLOWANCES
8.1 Buyer will assume and pay freight charges from the Seller’s point of shipment. Seller will prepay and invoice Buyer for shipments (e.g., UPS, DHL and Parcel Post shipments); all other types of shipment will be freight collect, EXW point of shipment, per INCOTERMS 2000 for international sales, or FOB country of manufacture or point of sale .
8.2 Claims for shortages or other errors must be made in writing to Seller within thirty (30) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

 

9. TITLE TRANSFER
The legal and beneficial title and all property rights to goods specified in the purchase order shall transfer after complete payment of the purchase and the additional invoices (shipments…)..Stokota retains its property rights and possession rights on the sold goods until full payments. The buyer shall not be allowed to sell or use the goods until full payment of the invoice is received by Stokota.

 

10. SHIPPING DATES
10.1 Shipment/Completion dates are estimates only. No contract will be made to ship/complete within a specified time unless in writing signed by an officer or authorized representative of Seller. Even then, the buyer needs to be reasonable with regard to any specified delivery time. Therefore, late completion/shipment (within reason), even with specified completion dates in the contract do not give rise to any damages or a unilateral termination/cancellation of the contract.
Absent such contract, Seller shall not be liable for damages of any kind, occasioned by Seller’s failure to meet shipping/completion dates.
10.2 All shipments will be made after completion of manufacturing unless otherwise agreed to in writing. Should shipment be held beyond scheduled date for the convenience of Buyer, Seller reserves the right to bill for goods and charges for warehousing, insurance, trucking and other expenses incident to such delay. In the event that agreement is reached for Stokota to store completed items, the customer will be invoiced immediately upon completion of manufacture, and such invoices shall be due and payable according to the terms of this order. Storage shall be at the risk of the customer and Stokota shall be liable only for the ordinary care of the property.

 

11. CUSTOMERS PROPERTY
Seller shall charge the customer at current rates for handling and storing customer’s property (e.g. truck chassis) held for more than 30 days.

 

12. CHANGES
Buyer will be billed for any expense due to changes requested by Buyer after order is placed and processed.

 

13. MOUNTING PRICES
Mounting prices assume normal factory installation on a truck chassis suitable for the unit purchased. Relocation of batteries, gas tanks, mufflers, air tanks etc. will be an additional charge, billed at the standard factory rate.
All applications commode et incommodo are the buyer’s responsibility as well as all licences, digging, excavation work and brickwork that are not specified in the Seller’s offers.

 

14. CANCELLATION AND ALTERATION
14.1 An order may be cancelled or reduced by Buyer only upon payment of reasonable charges based on expenses already incurred and commitments made by Seller. Reduction in order quantity may result in selling price adjustments. Cancellation charges on completed trailers will be 100% of the selling price.
14.2 Buyer may, by timely written notice, request alteration of an order in any one or more of the following which will be accepted by Seller where feasible: (1) drawings, designs or specifications where the order calls for items to be specially manufactured for Buyer; (2) method of shipment or packing; and (3) place of delivery. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this contract, whether altered or not altered by Buyer’s notice, an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly.
14.3 Seller reserves the right to manufacture ahead of its estimated shipping schedule whenever it deems necessary and such advance manufacturing shall not void Buyer’s responsibility for termination or alteration as herein provided.

 

15. SEPARABILITY
Any quotation by Seller shall be deemed separable and divisible as to all goods offered for sale and Buyer may not refuse to receive any lot or portion of the goods shipped hereunder for failure of any other lot or portion to be delivered in compliance with the quotation unless the right to refuse is expressly provided for on the face of the quotation.

 

16. INTELLECTUAL PROPERTY
Sketches, engineering drawings, prototype models, and all preparatory work created or furnished by Stokota shall remain its exclusive property; and no use of these shall be made, nor may ideas obtained there from be used or disclosed to anyone except with the written consent of and on terms acceptable to Stokota

 

17. WARRANTY
Seller warrants its vehicles to be free from defects in material and workmanship under normal use, when proper service and maintenance, as described in its Service Bulletins and Operations Manuals, are performed, for a period of twelve (12) months from the date when these products are delivered to the first purchaser. This warranty is expressly limited to the repair or replacement of any component or part thereof, of any such unit manufactured by Stokota , is proven to Stokota’s satisfaction to have been defective in material or workmanship. Such components or parts thereof shall be repaired or replaced without cost to the first purchaser for parts and labor provided such unit is returned for such repair or replacement to an authorized Stokota Distributor, or such other place as may be designated by Stokota, within twelve (12) months from the date on which the unit was delivered to such first purchaser. Stokota neither warrants, nor accepts liability for products manufactured by others and installed by Stokota. Purchaser and/or end user must pursue all claims of any nature whatsoever, including warranties, with the manufacturer of said product. SELLER GIVES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, AND GIVES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Stokota does not assume any other liability of any nature whatsoever, including but not limited to, any direct or indirect or consequential loss, transportation charges, loss of profits, damages, or delays. Any improper use, operation beyond rated capacity, substitution of parts not approved by us, or any alteration or repair by others in such manner as in our judgment affects the product materially and adversely, shall void this warranty. NO EMPLOYEE OR REPRESENTATIVE IS AUTHORIZED TO CHANGE THIS WARRANTY IN ANY WAY OR GRANT ANY OTHER WARRANTY. Stokota warrants that this vehicle is manufactured in accordance with the specifications of the order. Stokota does not warrant this piece of equipment for use in hauling any specific product. Stokota accepts no responsibility for damage to the equipment, or for cargo losses, due to an adverse affect on the equipment, caused by the incompatibility of the product being hauled in/on the vehicle. Where Tanks are prepared for lining, all agreements, billing included, that concern the tank barrel lining will be the responsibility of the customer and the lining company. In this connection, Stokota gives no warranty of products, including lining manufactured and/or installed by others, the same being subject to warranties, if any, of their respective manufacturers or installers. The customer shall bear the risk for damage or loss to the tank or injury to property or persons while the tank is either at or in transit to or from the lining company. In those instances where the lining application is performed by a Stokota facility, no warranty will be provided to the installation or application of those lining materials. Stokota does not assume any liability for interior cleanliness and finish requirements of vehicles due to different operations and circumstances. As such, Stokota does not certify that vehicles are ready to be placed in service for product upon delivery. The vehicle must be inspected, cleaned, washed and otherwise prepared for its intended service by the user to the requirements of the customer prior to placing into service. The above warranty supersedes and is in lieu of all other warranties expressed or implied.

 

18. BUYER’S REMEDIES
Seller’s obligations and liabilities under the foregoing warranty are limited exclusively to repair or replacement of the goods without charge EXW point of shipment. A charge is made for repairs after the expiration of the warranty. In no event shall Seller be liable for claims based on breach of express or implied warranty or negligence or any other damages whether direct, immediate, foreseeable, consequential or special or for any expenses incurred by reason of the use or misuse, sale or fabrication of goods which do not conform to the terms and conditions of this contract. In no event, under any legal theory shall Seller be liable to Buyer, or its Customers, or any third party for liability in excess of the price paid for the product which is subject to a warranty claim.

 

19. FORCE MAJEURE
Seller will not be responsible for any losses or damages to Buyer (or any third person), whether occasioned by deviations in performance or the non-performance of any of Seller’s obligations under this contract, or loss of or damage to goods when caused directly or indirectly by or in any manner arising from any casualty, revolution, act of God, act (including delay or failure to act) of any Government authority (de jure or de facto), war (declared or undeclared), riot, act of Buyer, strikes or other labor difficulties, shortage of labor, supplies and transportation facilities or any other cause or causes beyond its control or the control of its supplier.

 

20. INDEMNIFICATION
Buyer agrees to hold Seller harmless from, defend, and indemnify Seller against all damages, claims and expenses arising out of subsequent sales of Seller’s goods or products containing components manufactured by Seller and based upon personal injuries, deaths, property damage, lost profits and other matters for which Buyer, its employees or subcontractors are or may be to any extent liable.

 

21. TAXES
Unless specifically stated, prices listed do not include any tax , duty or charge which are extra and are to be added at rates in effect at time of shipment. If taxes are included, they are stated at the rates and regulations in effect at the time this order is written, and are subject to revisions in accordance with rates and regulations in effect at time of shipment.

 

22. DEFAULT
Where the Seller discovers Buyer to be insolvent, or where Buyer commits any act of bankruptcy, or makes an assignment for the benefit of creditors, or if Buyer is a foreign company, and arrangement or events occur under the law of the country or domicile which shall have a similar effect to those hereinbefore described, or where Buyer wrongfully rejects or revokes acceptance of goods or fails to make the payment due on or before delivery or repudiates with respect to a part or the whole,
Seller may: (1) terminate all contracts on hand at the time by notice in writing without obligation to the Buyer; (2) claim all monies due to it under this contract to supply the goods and carry out work and all compensation due to it for breach of the purchase contract or quote and such monies will become payable immediately upon demand; (3) recover any goods from the Buyer’s premises for which payment has not been made in full; (4) without prejudice to the preceding remedies, demand security prior to any future deliveries either by payment in cash or by bank guarantee notwithstanding any terms of payment previously agreed, and in the event that Buyer is unable to provide such security, Seller shall be entitled to rescind the contract without liability.

 

23. CONFIDENTIALITY
Drawings, specifications and other information marked as proprietary and submitted with either a quotation, proposal or provided with a product are confidential to Seller and must not be disclosed to any other party. Such items remain the property of Seller and must be returned to Seller if its quotation is not accepted by Buyer. Such drawings, specifications and other information are for evaluation purposes only and shall not be deemed to form part of the purchase contract or quote.

 

24. ASSIGNMENT
24.1 Neither this order nor any interest herein may be assigned, in whole or in part, by either party without the prior written consent of the other party except that without securing such prior consent, either party shall have the right to assign this order to any successor of such party by way of merger or consolidation or the acquisition of substantially all of the business and assets of the assigning party relating to the subject of this order. This right shall be retained provided that such successor shall expressly assume all of the obligations and liabilities of the assigning party under this order.
24.2 Notwithstanding the foregoing, any amounts due hereunder or to become due hereunder may be assigned by the Seller, provided that such assignment shall not be binding upon the Buyer until the Buyer is informed about the assignment.

 

25. PUBLIC RELEASES
Except as required by law or regulation, each party will obtain the other party’s written consent prior to issuing a news release, public announcement or advertising material concerned with this order.

 

26. WAIVER
The failure of any party to insist on the performance of any provision of this order, shall not be construed as a waiver of that provision in any later instance.

 

27. COMPLIANCE WITH THE LAW
Buyer certifies that it will not knowingly do anything which by reason of this Agreement would cause Seller to be in violation of the laws of any jurisdiction in which the goods covered by this Agreement are or will be shipped.

 

28. WEIGHTS AND DIMENSIONS
Published weights are careful estimates but are not guaranteed. The dimensions in catalogues are normally accurate but are not to be used for manufacturing of product.

 

29. CHOICE OF LAW / COMPETENT COURT
This agreement shall be construed according to the laws of the Seller’s seat. In this respect the Seller is the Stokota Branch that invoices the contract. The competent court in case of dispute will be the court of the place where the seat of the Stokota branch that invoices the contract is situated.
The Seller’s failure at any time to exercise any right it may have under this agreement shall not constitute a waiver thereof nor prejudice its right to enforce such thereafter.

 

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