VBR General TCs
VBR General TCs
1. General.
1.1. All offers from, order acknowledges of and agreements with VBR Turbine Partners, hereinafter referred to as
Seller, for the supply and/or performance of VBR Turbine Partners of goods, works, rerates, services and/or
combinations thereof (hereafter referred to as Supply) are subject to these conditions.
The word “rerate” shall be considered to mean a change in one or more of the original design conditions, in
particular the rebuilding of the equipment to other than the original nameplate conditions.
1.2. The other party, hereafter referred to as Purchaser, shall, by entering into the agreement with Seller, be
deemed to wave any other condition and or stipulation, even if the same is expressly referred to and/or is
stated expressly in or on any purchase order or other document originating from the Purchaser. Seller
hereby explicitly rejects and does not recognize such terms, conditions and/or stipulations, unless and
insofar as they have been accepted by Seller in writing.
1.3. Unless otherwise stated on the face of this order, the following terms and conditions shall apply.
1.4. Neither commencing performance of the supply nor acceptance of Purchaser’s payment shall constitute the
acceptance of Purchaser’s order.
1.5. Acceptance by the Seller of any of Purchaser’s conditions shall not automatically be deemed to extend to all
future orders from and agreements with Purchaser.
1.6 Any document containing general or specific information, submitted with Seller’s proposal or otherwise, are
meant to assist in the understanding of the supply, and are not to be construed as determining the scope of
supply or the performance of the specific service part, repair or rerate discussed in the proposal and do not
become a part of the order.
2. Agreement.
2.1 An agreement, under which in this article orders, changes and/or additions are included, shall not be
binding, unless agreed upon by Seller in writing.
2.2. In the event one or more stipulations of the agreement, thereby included stipulations of these General
Terms and Conditions of Sale, are null and void or become legally invalid, the agreement shall remain valid,
applicable and in force for the remaining. Parties shall consult on the stipulations which are null and void or
have become legally invalid, in order to make alternative arrangements.
3. Price.
3.1. The prices for the supply pursuant to this quotation or order will be fixed and firm and shall not be not
subject to any escalation during the course of the order, unless otherwise specified in writing.
3.2. These prices will be excluding V.A.T., including suitable packing for the selected transport and based on
delivery EXW (Incoterms 2000), unless agreed otherwise.
5. Invoicing.
5.1. Upon completion of delivery Seller shall issue an invoice in duplicate, duly signed by a person authorized by
the company of Seller, stating the:
- Purchaser’s contract number
- Seller’s VAT-number, IBAN-number and account number
- Goods, including all the relevant part numbers, and/or services and/or installment
5.2. Seller shall prior to or with each shipment, or together with the relevant invoice, provide Purchaser with the
documentation as specified in the order.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.
6. Payment.
6.1. Payment by Purchaser shall take place within thirty (30) calendar days after receipt of Seller’s invoice.
6.2. If the service parts, repairs or rerates are supplied in partial shipments, pro rata payments shall be due for
the partial shipments.
6.3. Alternative and/or revised payment terms may be applicable, to the sole discretion of the Seller, due to
change in Purchaser’s credit rating, and such alternative and/or revised terms may include, without
limitation, cash payment before shipment.
6.4. Payment by Purchaser of the total sum specified on the invoice does not relieve Purchaser from his
obligations under this order and cannot be considered or interpreted as payment for any other supposed
obligation of Purchaser against Seller.
6.5. At no time shall Purchaser, nor shall Purchaser allow its customer, to assert a lien against Seller or Seller’s
supplier or Seller’s subcontractor with respect to any due payment pursuant to this order.
6.6. In the event that payment by Purchaser is overdue, Purchaser is automatically in default without further
notice on expiry of the applicable payment term, and Seller shall become immediately entitled to and
Purchaser shall pay to Seller, interest on the sum overdue at a rate of one half percent (0,5%) per week
commenced, without prejudice to the right of Seller to claim additional compensation when this rate does
not cover the loss actually suffered by it.
If the payment by Purchaser is overdue for more than three (3) months, Seller may enlist the services of a
collecting agency. All the costs arising from this will be for the account of the Purchaser.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.
9. Packaging.
9.1. Seller shall properly pack the goods, suitable for the mode of transportation and the normal handling at the
place of destination, and shall be marked in accordance with Purchaser’s instructions.
9.2. All packaging used shall become the property of Purchaser, unless otherwise agreed upon in writing
between Purchaser and Seller.
10. Identification.
Each shipment under this order will be positively identified by suitable marking on the outside of the
package. An itemized list of content will be contained in each shipment bearing Purchaser’s order number
11. Warranty.
11.1. Seller warrants that the supply delivered under or pursuant to this order shall be free of any claim of any
nature by any third party and that Seller will convey clear unencumbered title thereto to Purchaser as
provided hereunder.
11.2. Seller warrants that the supply delivered under or pursuant to this order shall be unused and of first class
design, construction, materials, composition, quality and workmanship, and shall be free from defects.
11.3. Should any part of Seller’s supply prove, under normal use and service, to have been defective when
shipped (as determined by Seller), Seller warrants that it will, at its sole option, repair or replace the
defective part at Seller’s expense, against same delivery conditions as when sold, provided that Purchaser
notifies Seller in writing of such defect, within twelve (12) months, from the date of delivery of the supply at
Purchasers destination, unless agreed otherwise. In the event that the defective part has been delivered and
installed by Seller, than Seller will at Seller’s expense perform the de-installation, installation and re-
commissioning of the repaired or replaced part or, at Seller’s sole option, pay the cost thereof if and as
agreed between Purchaser and Seller prior to the de-installation of the defective part.
11.4. On request of Seller, the part claimed to be defective will be returned to Seller or, to the option of Seller, to
the factory where made, for inspection and test.
The costs of transportation, insurance, tax and duties is to be prepaid by Purchaser.
11.5. If in Seller’s opinion repairs have to be effected at Purchaser’s premises, local labor shall be placed at the
disposal of Seller’s Representative by Purchaser, free of charge to Seller, and likewise lifting and hoisting
equipment of sufficient capacity, upon request of Seller’s representative.
11.6. Seller shall not be liable for any damages or delays caused by defective material or workmanship. No
allowance will be made for repairs or alterations made by others without Seller’s written approval or
consent. If repairs or alterations are attempted without Seller’s approval or consent, Seller’s warranty is
void. Unless otherwise clearly and emphatically agreed and stated in writing, no part of the supply shall be
deemed to be defective by reason of its failure to resist the action of erosive or corrosive gases or liquids, or
the deposition of foreign material from such gases or liquids.
11.7. Seller assumes no responsibility for damages caused by improper installation or by violation of its rated
operation condition internal or otherwise, or by improper handling or maintenance. Except as provided in
this clause, all liability of Seller howsoever arising, and all warrantees, representations or conditions,
whether expressed or implied, in relation to service parts, repair or rerate are excluded.
12. Assignment.
Substantial or minor portions of this order may be assigned, subcontracted or transferred by Seller without
prior written consent of Purchaser.
14. Setoff.
The Purchaser is not allowed to set off or deduct any amount owed by Purchaser or Purchaser’s affiliated
companies to Seller or to Seller’s affiliated companies on this order.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.
15. Limitation of Liability.
15.1. In no event will Purchaser, nor shall Purchaser’s customer, nor shall their affiliated companies, be liable to
Seller for any indirect, incidental, consequential, or punitive damages, or for loss of profits, revenue, or
data, whether in an action in contract, tort, strict liability, or otherwise, even if advised of the possibility of
those damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in
connection with or resulting from this order or from the performance or breach thereof shall in no case
exceed the price allocable to the supply or unit thereof, which gives rise to the claim. Purchaser shall not be
liable for penalties of any kind. Any action resulting from any breach on the part of Purchaser as to the
supply delivered hereunder must be commenced within one (1) year after the cause of action has accrued
and all rights of Seller to commence any court action or proceeding with respect to this order shall terminate
one (1) year after the cause of action has accrued.
15.2. In no event will Seller, nor shall any of Seller’s affiliated companies, be liable to Purchaser, to Purchaser’s
customer or to their affiliated companies for any indirect, incidental, consequential, or punitive damages, or
for loss of profits, revenue, or data, whether in an action in contract, tort, strict liability, or otherwise, even
if advised of the possibility of those damages. Seller's liability on any claim of any kind for any loss or
damage arising out of or in connection with or resulting from this order or from the performance or breach
thereof shall in no case exceed the price allocable to the supply or unit thereof, which gives rise to the
claim. Seller shall not be liable for penalties, except for liquidated damages for late delivery. Any action
resulting from any breach on the part of Seller as to the supply delivered hereunder must be commenced
within one (1) year after the cause of action has accrued and all rights of Purchaser to commence any court
action or proceeding with respect to this order shall terminate one (1) year after the cause of action has
accrued.
15.3. If Seller advises or provides assistance to Purchaser concerning any service part, system or work, not
necessary or required pursuant to this order or any document pertaining to the order or any other mutual
agreement in writing, the assistance or advise to Purchaser shall not constitute any ground to Purchaser to
hold Seller responsible for or start any lawful act for warranty, tort (including negligence), strict liability,
indemnity or otherwise.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.
18. Suspension, termination and cancellation.
18.1. Purchaser shall have the right at any time to direct Seller by written, telegraphic or electronic notice, or
verbal notice confirmed in writing, to rescind or to suspend all or any part of the work associated with the
supply being done pursuant to this order. If the work associated with the supply is suspended pursuant to
this paragraph, Seller is entitled to an equitable adjustment for any increase in the delivery time and the
cost or both, performing this order necessarily caused by such suspension, and Purchaser will issue a
written change order accordingly. Seller will advise Purchaser the consequences of this suspension in writing
within ten (10) working days following written notification of the termination of the suspension.
18.2. Purchaser shall have the right to cancel or to terminate all or any part of the work associated with the
supply being done pursuant to this order, after having submitted a notice of default to Seller, if and insofar
as the Seller does not, does not in a timely fashion, or does not adequately fulfill any obligation towards
Purchaser, as well as in case of moratorium or bankruptcy and closing down or liquidation of its business.
Upon receipt of such notice of termination or cancellation, Seller shall immediately act so that no further
costs are incurred, and shall thereafter do only such work as may be necessary to preserve and protect
work already in progress and to protect material and equipment in transit to Purchaser.
18.3. In case of termination or cancellation Seller is entitled to raise cancellation charges, by submitting claims to
Purchaser within fifteen (15) calendar days of the order cancellation date.
In case of termination or cancellation, Purchaser is obliged to compensate the Seller at the pro rata price for
the supply already delivered to and accepted by Purchaser up to the date of cancellation, without prejudice
to Purchaser’s right to damages to which it is entitled by virtue of article 11.
In case of termination or cancellation, Purchaser shall reimburse Seller for costs incurred by Seller for
unfinished goods, which are specifically manufactured for Purchaser and which are not standard goods of
Seller, as from the date of cancellation.
Purchaser will not be held responsible for loss of anticipated profit, however Seller is entitled to and
Purchaser shall pay to Seller the value assignable to lost utilization of shop capacity of Seller or Seller’s
subcontractor that cannot be replaced, however the total reimbursement shall not exceed the order value.
20. Indemnity.
Seller shall indemnify and hold harmless Purchaser, buying or using the supply or parts thereof specified
herein, from and against any and all losses, liabilities, damages, penalties, injuries, claims demands,
actions, suits, costs and expenses of whatsoever kind and nature, in contract or tort, or under any other
theory of law:
a. Arising out of any misinterpretation by Seller or relating to any breach or default in the performance of
Seller’s obligations under this order with respect to ownership, possession, use, operation, condition,
sale, purchase, lease, maintenance, election, manufacture, or delivery of any item of the supply
b. Arising out of any claims for injury to or death of persons or damage to property in any manner due to,
in whole or in part, any act or omission on the part of Seller
c. Any defect in goods sold or services provided to Purchaser to this order.
This indemnity shall survive termination, cancellation or expiration of this order.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.
22. Purchaser’s property.
22.1. Unless otherwise identified and agreed in writing, signed by an authorized representative of Purchaser,
information, drawings, sketches, illustrations, blueprints, calculations, specifications, designs, excluding
models, tools, molds, jigs, dies, patterns and other material, furnished by Purchaser pursuant to this order
or any materials affixed or attached hereto shall be considered free of charge and do not need to be
returned to Purchaser.
22.2. Purchaser’s property, like models, tools, molds, jigs, dies, patterns and other material, furnished or paid for
by Purchaser pursuant to this order and whenever practical each individual item thereof shall be clearly
marked or otherwise adequately identified as “Property of Purchaser” and shall be stored in accordance with
Purchaser’s instructions.
22.3. Seller assumes all risks and liabilities for loss of or damage to Purchaser’s property in its custody or control
and shall insure such property at its own expense at an amount at least at the replacement cost thereof
with loss payable to Purchaser.
22.4. Seller shall, by Purchaser’s written request and at Sellers expense, prepare such property for shipment and
shall redeliver to Purchaser in the same condition as originally received by Seller, reasonable wear and tear
expected.
22.5. All information of Purchaser shall be kept confidential by Seller.
24. Survival.
The obligations of the parties under this order which by their nature would continue beyond the termination,
cancellation or expiration of this order, including those in articles 7, 11, 13, 15, 16, 19, 20, 21, 22, 24 and
25 shall survive termination, cancellation or expiration of this order.
This document is intended only for the individual or entity to which it is addressed and may contain information which is the
Confidential and/or Proprietary Information of VBR Turbine Partners, the disclosure of which may be in violation of applicable
law. If you are not the intended recipient, or an employee or agent responsible for delivery to the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this document is strictly prohibited and you are requested to notify us
immediately by telephone.