Terms and Conditions

General Terms of Trade (GTT) of the company Denitool Inc.

  1. Generalities

The General Terms of Trade (“GTT”) specified hereafter are valid for all Denitool Inc. (“Deni”) offers and sales for all current and future commercial relations. They are automatically recognized upon placing of orders or reception of goods or services that do not require further express contract.

Other agreements such as amendments, appended agreements and supplements as well as the different general terms of trade or terms of purchase of the purchaser are hereby definitively and specifically null and void.

Departure from the terms specified hereafter requires written confirmation by Deni for enforcement.

  1. Prices and delivery terms

All prices are in USD. The prices mentioned in offers and catalogues are without commitment and may be modified without prior notice as long as there is no mention of a term of validity.

Prices subjected to an agreement are based on currency rates, freight and insurance rates, export and transit expenses in the country of production, transit and destination which are current at the time of conclusion of contract. Deni reserves the right to charge the client for any subsequent modifications of the calculation base.

Custom Made Tools & Specials: It is expressly agreed upon by all parties that the delivery quantity of ordered Custom Made Tools or Specials may be +/- 10% of the original ordered quantity. (Minimum one piece)

The delivery terms are FOB Raleigh, NC.

  1. Terms of payment

30 days as from the date of the net invoice (settlement date) without trade discount on the amount printed on the pay-in slip. All banking charges are for the purchaser’s account.

For late payments, Deni reserves the right to invoice interest of at least the current prime rate. Complaints relating to goods do not discharge the purchaser from reception and payment obligations. Discounts granted to purchasers will be subject to being disallowed.

If Deni is informed, after conclusion of the contract, that the purchaser’s financial conditions have changed, Deni is authorized to demand a cash payment. If this is not possible for the purchaser, Deni may cancel the contract.

All goods remain the property of Deni until full payment of the invoice.

  1. Guarantee

Subject to respect of the terms of payment on behalf of the purchaser, Deni offers a guarantee on the quality of its products not to exceed a limit of 1 year (1 shift operation assumed) after the delivery date (Delivery to the end user).

All goods delivered by Deni should immediately be checked on the destination site in order to detect any possible errors or faults. The delivery or the service is considered to be accepted if there is no mention of visible faults, difference in quantity or delivery error within 8 days following arrival of the goods on the destination site. In all cases, complaints to Deni must be made before products are linked, mixed or treated.

The guarantee is as follows: for any complaint justified as a result of material or manufacture faults, Deni undertakes to replace the product or repair the fault. Any other guarantee or compensation requirements, whatever the type, namely replacement expenses, manufacture and freight delays are totally excluded – subject to point 5.

  1. Liability

If Deni carelessly or voluntarily infringes its contractual or legal obligations, or if, in case of a guarantee, the client is subjected to corporal or material damage, Deni is liable within the scope and extent of its personal liability coverage. Any other liabilities of Deni, namely for damage to purchaser or third party assets, are totally excluded.

In case of late deliveries or cancellation of deliveries, the purchaser may cancel the contract if the new delivery delay specified by Deni has been exceeded. Compensation for late deliveries is only applicable for crude negligence.

  1. Loss of rights

The purchaser’s liability and guarantee requirements lose their effectiveness 12 months following transmission of the contractual goods.

  1. Replacement

Return of any kind may not be accepted until agreement. — The possibility of return of goods is exclusively limited to standard manufacture goods received by Deni without damage, unused, and in perfect condition in original packaging. The return of goods will be carried out 8 days after reception, carriage and packing paid, accompanied by all appropriate delivery papers, with indication of references, the delivery slip number and date of invoice. In case of insufficiently documented returns, it is impossible to provide a letter of credit. Manipulation and control costs will be deducted. Order- and quantity related discounts will be charged in case of return. Custom made products cannot be returned.

Dispatching of samples is invoiced, in case of return within 8 days, the total sum will be subject to a credit memo.

  1. Case of force majeure

The impossibility to deliver and delivery delays owing to a case of force majeure or events which lie beyond the field of influence of Deni – such as war, strikes, freezing, administrative measure of all kinds and allocation of transport routes in countries of manufacture, transit and destination – are reserved. This is also applicable if the aforementioned events are experienced by suppliers.

  1. Applied law and competent jurisdiction

All legal relations between Deni and the purchaser are subject to United States law. The only place of competent jurisdiction is Raleigh, NC.

These General Terms of Trade replace all previously issued terms.