Terms and conditions:
CONDITIONS FOR ELECTRONIC TRANSACTIONS AND ON-LINE COMMUNICATION Acceptance of these Conditions for Electronic Transactions and On-line Communication ("Conditions") By using this Web Site the buyer ("you") agrees to be bound by the following Conditions and all terms and conditions contained and/or referenced herein or any additional terms and conditions set forth on this Web Site and all such terms shall be deemed accepted by you. If you do NOT agree to all these Conditions, you should NOT use this Web Site. These Conditions shall govern the agreement between the parties with respect to the exchange and processing of information by electronically transmitting and receiving data with the format prescribed on this Web Site. The parties have agreed to use electronic data exchange as a substitution for conventional paper-based documents. These Conditions are meant to ensure that any such information exchange is not legally invalid or unenforceable as a result of the use of available electronic technologies for the mutual benefit of the parties. The parties agree that the exchange of information hereunder will create valid and enforceable obligations, which will in all respects other than the means of transmission and receipt, be governed by the terms and conditions of the business agreement or, in absence of such agreement, the General conditions for the supply of mechanical & electrical engineering industries of the FME-CWM Association ("FME-CWM") as registered with the office of the clerk of the "Arrondissementsrechtbank" (District Court) in The Hague on December 10, 1996 under number 139/1996, issued by the FME-CWM Association, P.O. Box 190, 2700 AD Zoetermeer, The Netherlands. Only the Dutch text of these conditions is authentic. In case of ambiguities or doubts as to the meaning of a certain part of paragraph or differences with the Dutch text, the Dutch text will be decisive Any information transmitted through the Web Site will be deemed a "writing" or "in writing" and to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business, admissable as between parties in a forum of any competent judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as any other business records originated and maintained in documentary form. These Conditions adopt and incorporate by reference all of the terms and conditions of the business agreement between the parties, in absence of which these Conditions adopt and incorporate by reference the General conditions for the supply of mechanical & electrical engineering industries of FME-CWM. These Conditions shall prevail only in the event of any conflict relating to electronic information exchange. Access Access to this Web Site through use of the password and user-id combination is given to authorized persons in your organization on the condition that you will not allow use of this Web Site by any unauthorized person or any person that does not have a legitimate commercial need to have access to this Web Site. In the event the authorised person in your organisation is moved to another department or leaves your organisation, you will ensure that MAG45 is informed of such change as soon as reasonably practicable and you will appoint a new authorised person who will be provided a new user name and password. MAG45 reserves the right to terminate or restrict access to this Web Site for any reason at its sole discretion. You are responsible for provision and maintenance of any hardware and/or software required to use this Web Site. Security You agree that you will ensure that no third party is given access to this Web Site. You agree to identify a person within your organization responsible for all aspects of system security. You shall implement security procedures that are sufficient to ensure that all information exchanges are authorized and secure and to protect the information transmitted, business records and data from improper access and use, alteration, false denial, destruction or loss. Order process Through this Web Site you can enter the requested number of products into our systems. Our systems will then calculate the prices applicable and the expected date of delivery ("Data"). You may then submit a purchase order ("PO") for the purchase of MAG45 products ("Products") offered in the Data. Such PO shall constitute an irrevocable and legally binding purchase of Products under the terms and conditions of the business agreement between the parties, in absence of which agreement the PO shall be deemed an irrevocable and legally binding purchase of Products under the General conditions for the supply of mechanical & electrical engineering industries of FME-CWM. You may track your order at any given time via the Web Site after MAG45 has received the PO. Only Products that MAG45 is able to deliver will be visible in the tracking system. Unless explicitly agreed otherwise in writing electronic messages other than those set forth above shall be for informational purposes only. Proprietary Rights Except where intended to serve as instructions for use or advertising matter, all technical information relating to Products and their maintenance remains MAG45 property and may not be utilized or copied, reproduced, transmitted or communicated to third parties without MAG45 prior written consent. Illustrations, catalogues, colors, drawings, dimensions, statements of weight and measurements etc. made available on this Web Site are meant to present a general idea of the Products; they are approximate only and therefore not binding upon MAG45. Delivery and Receipt of Messages Messages shall be deemed to have been properly received and shall have legal effect when accessible to the receiving party at their computer designated for such receipt. Any obligations arising out of the message shall arise only from the date and time of receipt of such message, whether or not the receiving party is actually aware of such receipt. Each party shall use best efforts to have its receiving computer continuously in operational mode, save that regular and routine back up procedures may be performed during which no receipt is possible. Recording and Storage All electronic information shall be transmitted in a form that is capable of being recorded, stored ands accurately reproduced for later reference by both parties. The records of information exchanged electronically will be stored unaltered and securely in order to maintain trade data log of all transmissions as they were sent and received in accordance with the time limits prescribed by legislative requirements that may apply. Confidentiality Unless otherwise specifically agreed, all electronic information transmitted hereunder shall be deemed confidential and proprietary to the originating party. Errors in Messages Any error in information transmitted through this Web Site shall be for the account and risk of the party having sent the message, unless the receiving party should reasonably have understood a message to contain an error and has failed to verify whether or not the message actually contained an error. Validity, Retention and Evidence of Messages You agree that valid and enforceable obligations will be created by the transmission of information in accordance with these Conditions. You expressly waive any rights to object to the validity of a transmission of information solely on the ground that communication between the parties occurred through the use of this Web Site. To the extent permitted by the applicable law, you agree that the records of transmissions of information that have been maintained in accordance with these Conditions shall be admissible before the courts and shall constitute evidence of the facts contained therein unless evidence to the contrary is produced. In case of conflict between the records of the parties, the records held by MAG45 shall prevail. MAG45 shall bear no liability for failure or loss of data stored in its back up and archiving system, unless caused by its gross negligence of willful misconduct and always subject to these Conditions. Delivery times The estimated delivery dates given – include the expected shipment time as from the date of the acknowledgement of receipt of PO and are estimates only and do not constitute a legally binding obligation on MAG45. Where a letter of credit and/or other payment instruments are required, MAG45 shall contact you and the PO shall be deemed rejected until such time as MAG45 has received the bank's advice that the letter of credit and/or other payment instrument asked for has been established in conformity with MAG45’ requirements and the advance payment -if required- has been received. A new estimated delivery date will be given as per from the date of receipt of such advice or payment. MAG45 reserves its right to dispatch the Products in consignment as and when they are ready for dispatch. Prices The prices quoted to you via this Web Site may not be the prices agreed with you. The first prices that are visible shall be the list prices. Your discounts will be applied in the first step where the Web Site checks availability, estimated delivery dates and quotes prices for you including discounts. Amendment MAG45 reserves the right to amend these Conditions at any time and will use all reasonable commercial effort to notify you through this Web Site of any such amendment in advance. Liability Neither party shall be liable for any failure to perform its obligations in connection with any transaction or any information exchanged where such failure results from any act of nature or any other cause beyond such party’s reasonable control, including without limitation any mechanical, electronic or communication failure which prevents such party from electronically transmitting or receiving any information. Neither party shall be liable to the other for any indirect, special, incidental, exemplary or consequential damages arising from or as a result of any delay, omission or error in the electronic transmission or receipt of any electronic information pursuant to these Conditions, even if the party has been advised of the possibility of such damages. Applicable law All messages including any transactions effectuated through this Web Site and these Conditions shall be subject to the same laws that govern the business relationship between the parties as set forth in either the business agreement between us, or if there is no applicable business agreement between us, in General conditions for the supply of mechanical & electrical engineering industries of FME-CWM. The United Nations Convention on Contracts for the International Sale of Goods is not applicable.
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