Limitation and Exclusion of Liability in CISG Contracts: validity issues. Prof. Lauro Gama Jr. Pontifical Catholic University Rio de Janeiro, Brazil

Size: px
Start display at page:

Download "Limitation and Exclusion of Liability in CISG Contracts: validity issues. Prof. Lauro Gama Jr. Pontifical Catholic University Rio de Janeiro, Brazil"

Transcription

1 Limitation and Exclusion of Liability in CISG Contracts: validity issues Prof. Lauro Gama Jr. Pontifical Catholic University Rio de Janeiro, Brazil

2 Why do parties agree to exempt or limit their own liability under a contract? Remedies for Non-performance 5-year contract: sale of machinery for the production of computer chips A. Risk avoidance --- different mechanisms 1 Training 2 Risk transfer 3 Risk sharing B. Risk replacement Insurance policy

3 What are the legal grounds for limitation and exclusion agreements? Freedom of contract The parties are free to enter into a contract and to determine its content. UNIDROIT Principles (Art. 1.1) Contract for the sale and purchase of Brazilian iron 11.1 Neither the SELLER nor the BUYER shall be liable, whether in contract, tort or otherwise, for any indirect, punitive, consequential or special losses, damages or expenses of any kind directly or indirectly arising out of or in any way connected with the performance of this CONTRACT. General terms of sale and delivery (Liability limited to direct damages) In the event a Product is found defective, the Vendor shall be responsible only with for repair or replacement of that specific Product, pure and simple, by implementing logistical means as to which it shall be the sole judge, without any other form of recourse or compensation against the Vendor. (Remedy of price reduction excluded)

4 How do major legal traditions go about regulating exemption and limitation clauses? A. Validity explicitly recognized: U.S. (UCC 2-719) Germany (BGB s. 276) Russia (Civil Code art. 400) Quebec (Civil Code art. 1732) B. Clauses valid under the principle of freedom of contract: Switzerland, Brazil, France, England, China and S. Africa A limitation or exclusion clause is invalid or unenforceable (in general): a) where it lacks a formal requirement; (a signed writing for sales $500 UCC 2-201) b) where consent is lacking or defective; (incapacity; error/mistake; fraud; threat; gross disparity) c) where the law has established a protection in favor of the obligee (creditor) (to avoid unfair or unreasonable situations) Good faith and fair dealing (reasonableness) Public policy (which include mandatory rules)

5 What are the legal protections established in favor of the obligee (creditor)? Invalidity or unenforceability of the limitation or exemption clause as a protective measure: a) where the exempting party is the weaker contracting party; (double signature requirement Art Italian Civil Code) b) where the clause exempts the other party s intentional, negligent or reckless conduct; (Brazil; Quebec Art. 1474; Italy Art. 1229; Germany 309 7b) c) where the clause is unfair, unreasonable or contrary to good trade usages (Art UPICC; UK 1977 UCTA, Art. 2(2); Dutch Civ. Code) d) where it excludes liability for personal injury or death (Brazil; Quebec Art. 1474; Germany 309 7b) Limiting or exempting the obligor (debtor) Moral concerns Principle of full compensation Dominant position e) where it contravenes a mandatory rule; (Art. 39, Chinese Contract Law) f) where it limits or excludes an essential contract obligation; (French case law Chronopost and subsequent)

6 Does the CISG govern limitation and exclusion clauses? Q 1 : Why wouldn t it? A: The CISG (Part III) contains no specific rules on exemption and limitation of liability clauses. Q 2 : Isn t it an issue that relates to the parties rights and obligations? A: YES Art. 4, first sentence, CISG This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. ( ) Q 3 : Since there is a gap in the CISG, how can we fill it? A: Art. 7(2) CISG Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.

7 Why does it matter to establish the CISG as the governing law of limitation clauses in international sales contracts? Practical importance for international business transactions Promotion of legal uniformity in the international trade of goods

8 Which CISG principles govern exemption and limitation of liability clauses? Freedom of contract Article 6 CISG Freedom from form requiremens Article 11 CISG Reasonableness thirty-seven CISG provisions "an ethical standard of behavior so that [one] must... be judicious and fair" Prohibition of inconsistent behaviour (venire contra factum proprium) Article 7 CISG

9 Which aspects of limitation and exclusion clauses are governed by CISG provisions? Incorporation of limitation clauses to the contract Articles CISG on formation of the contract (offer and acceptance) CISG-AC Opinion 13 Standard terms Formal validity Article 11 CISG (no form required) CISG CISG Otherwise applicable law or rules of law Interpretation Article 8 CISG (subjective test) Article 9 CISG (objective test)

10 What is left out for the otherwise applicable law or rules of law to govern? CISG Otherwise applicable l aw or rules of law Art. 4 CISG ( ) In particular, [this Convention] is not concerned with: (a) the validity of the contract or of any of its provisions or of any usage; CISG Issues regarding the substantive validity of limitation and exclusion clauses (in general): Lack of valid consent (incapacity, mistake, fraud) Protection of the obligee (gross negligence, intentional breach, personal injury or death) Violation of a mandatory norm

11 How do you determine the validity of a limitation clause in a CISG contract? In other words: what are the boundaries of the CISG territory vis-à-vis the reach of domestic laws governing the validity of limitation clauses? Prof. U. Schroeter s two-step approach: a domestic rule is displaced by the Convention if: 1) it is triggered by a factual situation to which the CISG also applies (the factual criterion ); and 2) it pertains to a matter that is also regulated by the CISG (the legal criterion ) Example: A German manufacturer sells precision machinery to a Brazilian paper mill. A performance guarantee is provided by the German seller. Seller and buyer agree to exclude the seller s liability for breach related to performance of the machines sold. A turbine explodes two months after being installed. The buyer suffers not only direct but also indirect damages (not covered by the performance guarantee). The seller invokes the exclusion clause. The otherwise applicable law (s. 444 German BGB) prohibits the contractual exclusion of liability if the seller has given a guarantee. Is the exclusion valid? 1) Factual situation = the prohibition set out in the BGB applies to a contract for the int l sale of goods to which the Convention also applies ( factual criterion OK) 2) Legal situation: does s. 444 BGB address the same particular risk addressed by the CISG and thereby allocated by the parties?

12 Conclusions (with regard to validity of limitation clauses) Art. 4 CISG is neither exclusive nor inclusive Art. 7 CISG is (also) important to determine validity issues CISG principles of party autonomy, freedom of form, and reasonableness are key to address validity issues

13 Thank you for your attention

THE APPLICATION IN THE CONTRACTING STATES OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG)

THE APPLICATION IN THE CONTRACTING STATES OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) THE APPLICATION IN THE CONTRACTING STATES OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) By Peter Henseler of Henseler & Partners Duesseldorf/Germany, www.hplegal.com

More information

Limiting Liability in Contracts. Thursday, 23 May 2013

Limiting Liability in Contracts. Thursday, 23 May 2013 Limiting Liability in Contracts Thursday, 23 May 2013 Agenda Exclusion and Limitation Clauses Financial Cap on Liability Common Law Controls Indirect and Consequential Loss Statutory Controls Entire Agreement

More information

The International Sales Law aka THE 1980 VIENNA SALES CONVENTION

The International Sales Law aka THE 1980 VIENNA SALES CONVENTION The International Sales Law aka THE 1980 VIENNA SALES CONVENTION A brief exposé on the international law in general and on Section II of the CISG and the issue of conformity of goods with examples from

More information

UNIDROIT CONVENTION ON INTERNATIONAL FACTORING (Ottawa, 1988) Explanatory Note by the UNIDROIT Secretariat

UNIDROIT CONVENTION ON INTERNATIONAL FACTORING (Ottawa, 1988) Explanatory Note by the UNIDROIT Secretariat 1 UNIDROIT CONVENTION ON INTERNATIONAL FACTORING (Ottawa, 1988) Explanatory Note by the UNIDROIT Secretariat I. BACKGROUND 1. Although the origins of factoring date back to antiquity, and the institution

More information

delayed fulfilment: in which case, besides the penalty (for delay), compensation for damage for non-fulfilment can be sought.

delayed fulfilment: in which case, besides the penalty (for delay), compensation for damage for non-fulfilment can be sought. Penalty clause Art. 1382, paragraph 1, CC - Effects of the penalty clause The clause by which it is agreed that, in case of non-fulfilment or delayed fulfilment, one of the parties is held to a determined

More information

General Terms and Conditions of Business for the online store of H. Stoll AG & Co. KG

General Terms and Conditions of Business for the online store of H. Stoll AG & Co. KG General Terms and Conditions of Business for the online store of H. Stoll AG & Co. KG Section 1 Scope of application, Definition of terms 1) The following terms and conditions of business (hereinafter

More information

Some remarks on the material scope of an optional instrument for contract law 1

Some remarks on the material scope of an optional instrument for contract law 1 Matthias E. Storme Some remarks on the material scope of an optional instrument for contract law 1 My contribution is limited to questions concerning the objective or material scope of an optional instrument.

More information

MUSIC RESOURCES TERMS AND CONDITIONS FOR SCHOOLS ( Conditions )

MUSIC RESOURCES TERMS AND CONDITIONS FOR SCHOOLS ( Conditions ) MUSIC RESOURCES TERMS AND CONDITIONS FOR SCHOOLS ( Conditions ) Please ensure all relevant staff have read and understood these Conditions before signing. Please complete, sign and return the Music Resources

More information

1. The place of performance for all aspects of the delivery agreement shall be the place of the commercial business of the seller.

1. The place of performance for all aspects of the delivery agreement shall be the place of the commercial business of the seller. Standard Conditions of the German Textile Industry Version as of: 01/01/2015 1 Scope of Application 1. The standard conditions shall apply solely between merchants. 2. All deliveries and services of the

More information

United Nations Convention On The Limitation Period In The International Sale Of Goods (New York, 14 June 1974) United Nations (UN)

United Nations Convention On The Limitation Period In The International Sale Of Goods (New York, 14 June 1974) United Nations (UN) United Nations Convention On The Limitation Period In The International Sale Of Goods (New United Nations (UN) Copyright 1974 United Nations (UN) ii Contents Contents Preamble 1 PART I. Substantive Provisions

More information

1.1 The contract shall be deemed to have been entered into upon receipt of supplier s written acknowledgement stating its acceptance of the order.

1.1 The contract shall be deemed to have been entered into upon receipt of supplier s written acknowledgement stating its acceptance of the order. Kendrion (Switzerland) AG Albisstrasse 26 CH-8915 Hausen am Albis of Contract (Rev. 1, valid from 01.01.2013) 1 General 1.1 The contract shall be deemed to have been entered into upon receipt of supplier

More information

TERMS OF USE TITLE CERTIFICATES FOR ELECTRONIC SIGNATURE

TERMS OF USE TITLE CERTIFICATES FOR ELECTRONIC SIGNATURE TERMS OF USE FOR TITLE CERTIFICATES FOR ELECTRONIC SIGNATURE Prior to the verification of the electronic certificate, or to access or use the certificate status information and other information contained

More information

GENERAL SOFTWARE LICENCE TERMS AND CONDITIONS of Fritz & Macziol GmbH Current as of March 2014

GENERAL SOFTWARE LICENCE TERMS AND CONDITIONS of Fritz & Macziol GmbH Current as of March 2014 GENERAL SOFTWARE LICENCE TERMS AND CONDITIONS of Fritz & Macziol GmbH Current as of March 2014 Section 1 Preamble The following software licence terms and conditions stipulate the extent of the rights

More information

TERMS OF USE FOR NOTARIAL PERSONAL REPRESENTATION CERTIFICATES FOR AUTHENTICATION

TERMS OF USE FOR NOTARIAL PERSONAL REPRESENTATION CERTIFICATES FOR AUTHENTICATION TERMS OF USE FOR NOTARIAL PERSONAL REPRESENTATION CERTIFICATES FOR AUTHENTICATION Prior to the verification of the electronic certificate, or to access or use the certificate status information and other

More information

General Terms and Conditions for the Purchase and Maintenance of Hardware

General Terms and Conditions for the Purchase and Maintenance of Hardware General Terms and Conditions for the Purchase and Maintenance of Hardware A COMMON INTRODUCTORY PROVISIONS 1 Object and validity 1.1 The present General Terms and Conditions (GTC) govern the conclusion,

More information

CANADIAN PRODUCT LIABILITY LAW

CANADIAN PRODUCT LIABILITY LAW CANADIAN PRODUCT LIABILITY LAW Presented by Kevin Johnson Litigation Partner Lette LLP Canadian German Chamber of Industry and Commerce Inc. September 28, 2011 LETTE LLP 20 Queen Street West, Suite 3300,

More information

Support Line for Storage

Support Line for Storage Agreement for IBM Software Support Services This Agreement for IBM Software Support Services Support Line for Storage is between the Customer (also called you and your ) and International Business Machines

More information

Software License Agreement for Beckhoff Software Products

Software License Agreement for Beckhoff Software Products 1 Scope of this Agreement (1) Licensor has agreed with Licensee to grant Licensee a license to use and exploit the software set out in the License Certificate ("Licensed Software") subject to the terms

More information

General Terms & Conditions for the Registration of.vg Domain Names April 14, 2014

General Terms & Conditions for the Registration of.vg Domain Names April 14, 2014 General Terms & Conditions for the Registration of.vg Domain Names April 14, 2014 KSregistry GmbH (operating under the trade name Nic.VG) administers and operates the registry for internet Domain Names

More information

General Terms and Conditions of Irlbacher Blickpunkt Glas GmbH

General Terms and Conditions of Irlbacher Blickpunkt Glas GmbH General Terms and Conditions of 1. Scope 1.1 All supplies and services by (in the following: Irlbacher) are subject exclusively to the following terms and conditions: 1.2 Terms and conditions of commercial

More information

VOLVO CONSTRUCTION EQUIPMENT. CARETRACK LICENCE (Version 3 April 2010)

VOLVO CONSTRUCTION EQUIPMENT. CARETRACK LICENCE (Version 3 April 2010) CARETRACK LICENCE () This licence is issued by VOLVO CONSTRUCTION EQUIPMENT DIVISION, VOLVO GROUP UK LTD incorporated and registered in England and Wales with company number 2190944, whose registered office

More information

PRODUCT LIABILITY LAW IN EGYPT -- AN OVERVIEW OF SOME CIVIL AND COMMERCIAL CODE RULES. Howard L. Stovall *

PRODUCT LIABILITY LAW IN EGYPT -- AN OVERVIEW OF SOME CIVIL AND COMMERCIAL CODE RULES. Howard L. Stovall * Law Office of HOWARD L. STOVALL 2131 North Racine Avenue Chicago, Illinois 60614 Telephone: (773) 248-8896 Facsimile: (773) 248-8897 E-mail: Howard@ Stovall-Law.com Website: www.stovall-law.com PRODUCT

More information

General Terms and Conditions for the Sale of Training Services

General Terms and Conditions for the Sale of Training Services 1 Definitions General Terms and Conditions for the Sale of Training Services Contract or Agreement means these General Terms and Conditions for the Sale of Training Services and Customer s purchase order

More information

LIABILITIES AND REMEDIES OF BOAT DEALERS, BROKERS AND REPAIRERS

LIABILITIES AND REMEDIES OF BOAT DEALERS, BROKERS AND REPAIRERS LIABILITIES AND REMEDIES OF BOAT DEALERS, BROKERS AND REPAIRERS Prepared by Christopher Giaschi An earlier version of this paper was presented at the 1995 Industry Conference and Trade Show of the British

More information

EUROPEAN METAL RECYCLING LIMITED. Terms & Conditions Applying to the Sale of Auto Parts

EUROPEAN METAL RECYCLING LIMITED. Terms & Conditions Applying to the Sale of Auto Parts EUROPEAN METAL RECYCLING LIMITED Terms & Conditions Applying to the Sale of Auto Parts 1. Definitions 1.1 The following terms apply in this document: Conditions : these terms and conditions as amended

More information

Website Disclaimer http://www.website-law.co.uk/ourdocumentlicence.html. Disclaimer 1

Website Disclaimer http://www.website-law.co.uk/ourdocumentlicence.html. Disclaimer 1 Website Disclaimer http://www.website-law.co.uk/ourdocumentlicence.html (1) Introduction Disclaimer 1 This disclaimer governs your use of our website; by using our website, you accept this disclaimer in

More information

Testing, Inspection and Weight

Testing, Inspection and Weight I. Application 1. These General Conditions of Sale (Conditions) shall apply to all present and future contracts with companies, public corporations and special assets under public law in regard to deliveries

More information

Electronic Data Interchange (EDI) Trading Partner Agreement

Electronic Data Interchange (EDI) Trading Partner Agreement Electronic Data Interchange (EDI) Trading Partner Agreement THIS ELECTRONIC DATA INTERCHANGE TRADING PARTNER AGREEMENT (the Agreement ) is made as of (date) by and between Ameren Services Company, for

More information

GENERAL CONDITIONS OF SALE AND DELIVERY LAURA METAAL HOLDING BV LAURA METAAL EYGELSHOVEN BV LAURA STAALCENTER MAASTRICHT BV

GENERAL CONDITIONS OF SALE AND DELIVERY LAURA METAAL HOLDING BV LAURA METAAL EYGELSHOVEN BV LAURA STAALCENTER MAASTRICHT BV GENERAL CONDITIONS OF SALE AND DELIVERY OF LAURA METAAL HOLDING BV LAURA METAAL EYGELSHOVEN BV LAURA STAALCENTER MAASTRICHT BV Clause 1 - Applicability 1.1. These General Conditions of Sale and Delivery

More information

IRAINHAM STEEL I. Company Registration No...

IRAINHAM STEEL I. Company Registration No... IRAINHAM STEEL I Rainham Steel Company Ltd, Kathryn House, Manor Way Rainham, Essex, RM13 8RE Tel' 01708522311 Fax' 01708 559024 CUSTOMER CREDIT ACCOUNT APPLICATION Full Business Trading Name Registered

More information

PARTNER TERMS & CONDITIONS

PARTNER TERMS & CONDITIONS PARTNER TERMS & CONDITIONS GENERAL TERMS AND CONDITIONS OF BUSINESS FOR THE PLACEMENT OF LIGATUS SERVICES ON PARTNER SITES Version: 01 December 2015 1. The following General Terms and Conditions of Business

More information

1. Scope of Agreement 1.1 TMG will sell to the Customer the Products defined in an individual agreement between TMG and the Customer.

1. Scope of Agreement 1.1 TMG will sell to the Customer the Products defined in an individual agreement between TMG and the Customer. These General Terms and Conditions - Sales - ("GTC Sales") apply to the sale of products, including but not limited to any kind of equipment, hardware and software ("Products"), by Toyota Motorsport GmbH

More information

Bugaboo International BV Spare Parts Web Shop Online Terms and Conditions of Sale

Bugaboo International BV Spare Parts Web Shop Online Terms and Conditions of Sale Bugaboo International BV Spare Parts Web Shop Online Terms and Conditions of Sale This page (together with the documents referred to on it) outlines the terms and conditions on which we supply any of the

More information

BROOKFIELD GLOBAL INTEGRATED SOLUTIONS STANDARD PURCHASE ORDER TERMS FOR SUPPLIES

BROOKFIELD GLOBAL INTEGRATED SOLUTIONS STANDARD PURCHASE ORDER TERMS FOR SUPPLIES BROOKFIELD GLOBAL INTEGRATED SOLUTIONS STANDARD PURCHASE ORDER TERMS FOR SUPPLIES Entire Agreement: These standard terms and any Purchase Order will together comprise the complete contract between Brookfield

More information

General terms and conditions of sale

General terms and conditions of sale General terms and conditions of sale 1. General Welcome to the SpeechLive Online Shop located at www.speechlive.com (the Online Shop or Website ). The Online Shop is a website operated by Speech Processing

More information

TERMS OF USE FOR PUBLIC LAW CORPORATION PERSONAL CERTIFICATES FOR QUALIFIED DIGITAL SIGNATURE

TERMS OF USE FOR PUBLIC LAW CORPORATION PERSONAL CERTIFICATES FOR QUALIFIED DIGITAL SIGNATURE TERMS OF USE FOR PUBLIC LAW CORPORATION PERSONAL CERTIFICATES FOR QUALIFIED DIGITAL SIGNATURE Prior to the verification of the electronic certificate, or to access or use the certificate status information

More information

Software Usage Agreement for Beckhoff Software Products

Software Usage Agreement for Beckhoff Software Products Software Usage Agreement for Beckhoff Software Products Page 1 of 6 Software Usage Agreement for Beckhoff Software Products between Licensor: BECKHOFF Automation GmbH Eiserstraße 5 33415 Verl Germany and

More information

International Factors Group Model Law of Factoring

International Factors Group Model Law of Factoring Afreximbank Conference - Lusaka Regulatory and Legal Aspects of Factoring & International Factors Group Model Law of Factoring Edward Wilde Solicitor with Squire Patton Boggs Financial Services Team London

More information

Licence Agreement. Document filename. HSCIC Licence Agreement. Directorate / Programme. Solution, Design, Assurance and Standards. Status.

Licence Agreement. Document filename. HSCIC Licence Agreement. Directorate / Programme. Solution, Design, Assurance and Standards. Status. Document filename HSCIC Licence Agreement Directorate / Programme Solution, Design, Assurance and Standards Status Approved Version 1.0 Version issue date 01/04/2013 Licence Agreement INTRODUCTION This

More information

WHL Affiliate Terms & Conditions

WHL Affiliate Terms & Conditions WHL Affiliate Terms & Conditions This Agreement sets out the terms of the relationship between WHL.travel ( the Company ), which is owned by World Hotel Link.com Pty Ltd, and the affiliate ("the Partner").

More information

UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2010 (*)

UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2010 (*) UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS 2010 (*) PREAMBLE (Purpose of the Principles) These Principles set forth general rules for international commercial contracts. They shall be applied

More information

9. Unforeseen Delay 9.1 neither party shall be responsible for any losses resulting in the fulfilment of any of the terms of the

9. Unforeseen Delay 9.1 neither party shall be responsible for any losses resulting in the fulfilment of any of the terms of the STANDARD TERMS AND CONDITIONS OF BUSINESS 1. Definitions 1.1 In the context of these standard terms and conditions of business:- 1.1.1 'the seller' means Entwistle and Joynt Limited of 62 Darlington Street

More information

Software Maintenance and Service Conditions for Telephone Support Page: 1 of 8

Software Maintenance and Service Conditions for Telephone Support Page: 1 of 8 Conditions for Telephone Support Page: 1 of 8 Section 1 Subject of Contract Q-DAS accepts responsibility for the maintenance, service and updating of the software listed in the maintenance quotation and

More information

General Conditions of Business INET-CASH with Webmaster. (As of August 09, 2013)

General Conditions of Business INET-CASH with Webmaster. (As of August 09, 2013) 1 General Conditions of Business with Webmaster (As of August 09, 2013) A. General Conditions of Business... 2 1. Contract partners, contractual object... 2 2. Relationship between the parties... 2 3.

More information

SELLING TERMS AND CONDITIONS

SELLING TERMS AND CONDITIONS SELLING TERMS AND CONDITIONS 1. The Agreement. All sales by Sterling Machinery, Inc., an Arkansas corporation (the Seller ) to the purchaser of Seller s Goods (the Buyer ) shall be governed by the following

More information

Technical Help Desk Terms of Service

Technical Help Desk Terms of Service Technical Help Desk Terms of Service This esecuritel Technical Help Desk Terms of Service (the Agreement ) is provided in connection with the eligible tablet enrolled in either the Advanced Protection

More information

GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS GENERAL TERMS AND CONDITIONS Contents A. SCOPE...3 B. CONFIDENTIALITY, NAME, INTELLECTUAL PROPERTY AND TAX EXEMPT STATUS OF THE WTO...3 B.1. Confidentiality...3 B.2. Use of the name, logo or official seal

More information

In these conditions "the Company" means Pro Formance Metals Limited

In these conditions the Company means Pro Formance Metals Limited Terms and Conditions of Sale In these conditions "the Company" means Pro Formance Metals Limited 1. ALL CONTRACTS OF SALE - incorporate these Terms and Conditions. Any variation of these Terms and Conditions

More information

United Nations Convention on the Assignment of Receivables in International Trade

United Nations Convention on the Assignment of Receivables in International Trade United Nations Convention on the Assignment of Receivables in International Trade UNITED NATIONS UNITED NATIONS CONVENTION ON THE ASSIGNMENT OF RECEIVABLES IN INTERNATIONAL TRADE UNITED NATIONS New York,

More information

SUBSCRIPTION SERVICES.

SUBSCRIPTION SERVICES. SUSE Manager Server SUSE Manager Server with Database SUSE Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, INSTALLING AND/OR USING THE SOFTWARE (INCLUDING ITS COMPONENTS),

More information

GENERAL TERMS AND CONDITIONS FOR SERVICES OF VERSION 1.0

GENERAL TERMS AND CONDITIONS FOR SERVICES OF VERSION 1.0 GENERAL TERMS AND CONDITIONS FOR SERVICES OF SWITCH, WERDSTRASSE 2, 8021 ZURICH VERSION 1.0 These General Terms and Conditions replace the previous General User Regulations for the Services of SWITCH of

More information

NEW YORK NY GENERAL OBLIGATIONS LAW 5-1701 5-1709 TITLE 17 STRUCTURED SETTLEMENT PROTECTION ACT

NEW YORK NY GENERAL OBLIGATIONS LAW 5-1701 5-1709 TITLE 17 STRUCTURED SETTLEMENT PROTECTION ACT NEW YORK NY GENERAL OBLIGATIONS LAW 5-1701 5-1709 TITLE 17 STRUCTURED SETTLEMENT PROTECTION ACT 5-1701. Definitions. For purposes of this title: a. "Annuity issuer" means an insurer that has issued an

More information

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. Access Governance Suite 6 Lifecycle Manager 6 Compliance Manager 6 Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE

More information

PURCHASE ORDER TERMS AND CONDITIONS

PURCHASE ORDER TERMS AND CONDITIONS PURCHASE ORDER TERMS AND CONDITIONS 1. DEFINITIONS: In these Terms and Conditions and all documents related to the Purchase Order: Purchaser means the entity issuing the Purchase Order as identified on

More information

CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER SELLER. and S&W SEED COMPANY BUYER

CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER SELLER. and S&W SEED COMPANY BUYER EXHIBIT 10.1 CUSTOMER LIST PURCHASE AGREEMENT BY AND BETWEEN RICHARD PENNER as SELLER and S&W SEED COMPANY as BUYER CUSTOMER LIST PURCHASE AGREEMENT THIS CUSTOMER LIST PURCHASE AGREEMENT ( Agreement )

More information

END USER LICENSE AGREEMENT ( EULA )

END USER LICENSE AGREEMENT ( EULA ) END USER LICENSE AGREEMENT ( EULA ) PLEASE READ CAREFULLY THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (IN ANY CAPACITY REFERRED TO HEREIN AS END USER,

More information

Master Software Purchase Agreement

Master Software Purchase Agreement Master Software Purchase Agreement This Master Software Purchase Agreement ( Agreement ) is entered into as of Wednesday, March 12, 2014 (the Effective Date ) by and between with principal offices at (

More information

Purchase Order Terms and Conditions 1. ACCEPTANCE

Purchase Order Terms and Conditions 1. ACCEPTANCE Purchase Order Terms and Conditions 1. ACCEPTANCE In the absence of written acceptance of the purchase order, Seller's commencement of work on the services or goods subject to this purchase order, or the

More information

BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS

BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS BROCADE COMMUNICATIONS SYSTEMS, INC. END USER SOFTWARE LICENSE AGREEMENT FOR BROCADE IP ANALYTICS PACK FOR VMWARE VREALIZE OPERATIONS IMPORTANT: READ THIS CAREFULLY BEFORE INSTALLING, USING OR ELECTRONICALLY

More information

ELKHART COUNTY BOARD OF REALTORS AND MULTIPLE LISTING SERVICE OF ELKHART COUNTY INC. VIRTUAL OFFICE WEBSITE (VOW) LICENSE AGREEMENT

ELKHART COUNTY BOARD OF REALTORS AND MULTIPLE LISTING SERVICE OF ELKHART COUNTY INC. VIRTUAL OFFICE WEBSITE (VOW) LICENSE AGREEMENT ELKHART COUNTY BOARD OF REALTORS AND MULTIPLE LISTING SERVICE OF ELKHART COUNTY INC. VIRTUAL OFFICE WEBSITE (VOW) LICENSE AGREEMENT This License Agreement (the Agreement) is made and entered into between

More information

GENERAL TERMS AND CONDITIONS OF PURCHASE

GENERAL TERMS AND CONDITIONS OF PURCHASE GENERAL TERMS AND CONDITIONS OF PURCHASE of EGSTON Eggenburger System Elektronik Gesellschaft m.b.h. and EGSTON System Electronic spol. s.r.o. (hereinafter referred to as "EGSTON") Table of contents Clause

More information

General Terms and Conditions of Sales and Delivery (Version July 2009)

General Terms and Conditions of Sales and Delivery (Version July 2009) General Terms and Conditions of Sales and Delivery (Version July 2009) 1. General - scope 1.1 These General Terms and Conditions of Sales and Delivery will apply to all offers, (purchase) agreements, deliveries

More information

(1) Our offers are subject to change, unless they are explicitly designated as

(1) Our offers are subject to change, unless they are explicitly designated as General Terms of Sales and Service of MBA Design & Display Produkt GmbH (Status: May 2015) 1 The scope of application (1) Our General Terms and Conditions (GTC) apply exclusively and without further formal

More information

EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS

EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS EXHIBIT A SOFTWARE LICENSE TERMS AND CONDITIONS These Software License Terms and Conditions ( Terms and Conditions ) govern the grant of a software license by ( Licensor ), a component of the University

More information

COMITE MARITIME INTERNATIONAL THE IMPLEMENTATION IN NATIONAL LAW OF MANDATORY INSURANCE PROVISIONS IN INTERNATIONAL CONVENTIONS

COMITE MARITIME INTERNATIONAL THE IMPLEMENTATION IN NATIONAL LAW OF MANDATORY INSURANCE PROVISIONS IN INTERNATIONAL CONVENTIONS Esplanade 6, 20354 Hamburg Telefon: 040/350 97-0 Telefax: 040/350 97 211 E-Mail: Info@Seerecht.de www.seerecht.de COMITE MARITIME INTERNATIONAL THE IMPLEMENTATION IN NATIONAL LAW OF MANDATORY INSURANCE

More information

General Terms and Conditions of NEC Tokin Europe GmbH

General Terms and Conditions of NEC Tokin Europe GmbH General Terms and Conditions of NEC Tokin Europe GmbH 1 Scope 1.1 These terms and conditions shall apply exclusively to all deliveries, services and quotations from NEC Tokin Europe GmbH hereafter referred

More information

AGENT AGREEMENT. I. Agent s Obligations

AGENT AGREEMENT. I. Agent s Obligations AGENT AGREEMENT This Agent Agreement ( Agreement ) is made on this day of, 2009, by and between Krascar International Travel Club, Inc (hereinafter referred to as Company ) located at 1162 St Georges Ave

More information

1. Introduction and general comments

1. Introduction and general comments 194 RECENSION The Commission on European Contract Law, Ole Lando and Hugh Beale (ed.), Principles of European Contract Law, Parts I and II. Kluwer Law International. 2000. ISBN 90-411-1305-3. 561 p. 1.

More information

THE FOLLOWING ARE INSTRUCTIONS FROM THE FRONT SIDE OF SEAGATE PURCHASE ORDERS:

THE FOLLOWING ARE INSTRUCTIONS FROM THE FRONT SIDE OF SEAGATE PURCHASE ORDERS: THE FOLLOWING ARE INSTRUCTIONS FROM THE FRONT SIDE OF SEAGATE PURCHASE ORDERS: INSTRUCTIONS: Read this entire order form, including the incorporated terms and conditions located at http://www.seagate.com/about/legal-privacy/purchasing-and-pricing/purchase-orders-legal-overview/

More information

Validity of Warranty Clauses Limiting Damages in Michigan. Questions Presented

Validity of Warranty Clauses Limiting Damages in Michigan. Questions Presented 23400 Michigan Avenue, Suite 101 Dearborn, MI 48124 Tel: 1-(866) 534-6177 (toll-free) Fax: 1-(734) 943-6051 Email: contact@legaleasesolutions.com www.legaleasesolutions.com Validity of Warranty Clauses

More information

ROME II AN OVERVIEW. Rome II Law applicable to non-contractual obligations. Rome I Law applicable to contractual obligations

ROME II AN OVERVIEW. Rome II Law applicable to non-contractual obligations. Rome I Law applicable to contractual obligations ROME II AN OVERVIEW Pamela Kiesselbach, Herbert Smith LLP Some context (1) Rome II Law applicable to non-contractual obligations Rome I Law applicable to contractual obligations Brussels I Jurisdiction

More information

Mistake One or both parties formed erroneous opinion as to identity of subject matter or important term Does not express their true intentions Types o

Mistake One or both parties formed erroneous opinion as to identity of subject matter or important term Does not express their true intentions Types o PART III- TERMINATION: 8. Free of Vitiating Elements Failure to Create Valid Contract Mistake: Law, Fact, Non est factum, Unilateral and Mutual mistake Misrepresentation Innocent, Fraudulent, Negligent

More information

Payroll Services Agreement

Payroll Services Agreement Payroll Services Agreement Effective Date: May 5, 2015 If a Client and a Freelancer enter into an employment relationship, this Payroll Services Agreement (this Agreement ) applies. Your use of the Site

More information

Terms and Conditions of Sale

Terms and Conditions of Sale Broadberry Data Systems Limited ("The Company") Terms and Conditions of Sale 1. General a) Unless otherwise expressly agreed in writing by a Director (or authorised executive) of the Company all goods

More information

General Conditions of Purchase (as of March 2002) Abbr.: AEB 03-2002 of the Salzgitter Bauelemente GmbH, Salzgitter

General Conditions of Purchase (as of March 2002) Abbr.: AEB 03-2002 of the Salzgitter Bauelemente GmbH, Salzgitter General Conditions of Purchase (as of March 2002) Abbr.: AEB 03-2002 of the Salzgitter Bauelemente GmbH, Salzgitter 1. Area of validity (1) The present conditions shall apply to all supplies and services

More information

Liquidated damages or contractual penalty

Liquidated damages or contractual penalty Liquidated damages or contractual penalty Under Swiss law Swiss law plays an important role in international contracts in general and in contracts for construction projects in particular. Swiss law is

More information

BLACKBERRY AUTHORIZED ONLINE RETAILER BLACKBERRY HANDHELD REPAIR SERVICE TERMS AND CONDITIONS

BLACKBERRY AUTHORIZED ONLINE RETAILER BLACKBERRY HANDHELD REPAIR SERVICE TERMS AND CONDITIONS BLACKBERRY AUTHORIZED ONLINE RETAILER BLACKBERRY HANDHELD REPAIR SERVICE TERMS AND CONDITIONS THESE BLACKBERRY AUTHORIZED ONLINE RETAILER BLACKBERRY HANDHELD REPAIR SERVICE TERMS AND CONDITIONS (THIS AGREEMENT

More information

GENERAL TERMS OF PURCHASE of Globe Chemicals GmbH valid for contracts with merchants effective May 1 st, 2005

GENERAL TERMS OF PURCHASE of Globe Chemicals GmbH valid for contracts with merchants effective May 1 st, 2005 GENERAL TERMS OF PURCHASE of Globe Chemicals GmbH valid for contracts with merchants effective May 1 st, 2005 1. General 1.1 The terms of purchase set out below are valid for all also future purchases

More information

15. Competent Court 15.1. The competent court within the district of the Seller s place of business takes cognizance of all disputes which may arise

15. Competent Court 15.1. The competent court within the district of the Seller s place of business takes cognizance of all disputes which may arise General Terms and Conditions of Sale of Fruit Factor B.V. having its registered office in Ridderkerk with the place of business Handelsweg 120, 2988 DC in Ridderkerk, the Netherlands. Registered with the

More information

ANVR B2B Terms and Conditions

ANVR B2B Terms and Conditions ANVR B2B Terms and Conditions Article 1 Applicability 1.1 These General Terms and Conditions will govern the legal relationship between the travel company on the one hand and its customers on the other

More information

5. Conferment of rights and duties resulting from the contract to third parties by the Orderer need prior written affirmation by the Contractor.

5. Conferment of rights and duties resulting from the contract to third parties by the Orderer need prior written affirmation by the Contractor. General Terms and Conditions of INGENERIC GmbH, Dennewartstr. 25-27, 52068 Aachen, Germany Scope of Application The following Terms and Conditions shall apply to all current and future agreements entered

More information

MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS

MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS International Trade Centre, August 2010 Model Contracts for Small Firms: International Commercial Sale of Goods Contents

More information

purchase_order_form_china_to_china.doc

purchase_order_form_china_to_china.doc INSTRUCTIONS: Read this entire order form, including the incorporated terms and conditions located at http://www.seagate.com/. The terms and conditions located at the referenced URL ( Terms ) in effect

More information

Buying a business in Europe: understanding the employment issues and how to ensure a smooth acquisition. 9 June 2015

Buying a business in Europe: understanding the employment issues and how to ensure a smooth acquisition. 9 June 2015 Buying a business in Europe: understanding the employment issues and how to ensure a smooth acquisition 9 June 2015 1 Agenda The impact of the Acquired Rights Directive on the purchase of a business How

More information

TERMS AND CONDITIONS OF SALE. Quotations, Purchase Orders, Acknowledgements, Packing Lists/Slips, Invoices & Credits

TERMS AND CONDITIONS OF SALE. Quotations, Purchase Orders, Acknowledgements, Packing Lists/Slips, Invoices & Credits Quotations, Purchase Orders, Acknowledgements, Packing Lists/Slips, Invoices & Credits All quotations of Seller ( Quotations ) and purchase orders of Buyer ( Purchase Orders ) shall be subject to these

More information

An Optional Common European Sales Law: Advantages and Problems Advice to the UK Government

An Optional Common European Sales Law: Advantages and Problems Advice to the UK Government An Optional Common European Sales Law: Advantages and Problems Advice to the UK Government November 2011 AN OPTIONAL COMMON EUROPEAN SALES LAW: ADVANTAGES AND PROBLEMS Advice to the UK Government from

More information

Application Programming Interface (API) Application (app) - The API app is the connector between epages and the developers service.

Application Programming Interface (API) Application (app) - The API app is the connector between epages and the developers service. Developer Program 0. Preamble epages is the owner and vendor of the online shop software epages which enables merchants to run their online shop in the cloud. epages provides a developer program for third

More information

COMPLIANCE WITH LAWS, CODES, AND STANDARDS

COMPLIANCE WITH LAWS, CODES, AND STANDARDS All products furnished by Jinan Meide Casting Co. Ltd, shall be in accordance with the following terms and conditions unless otherwise agreed to in writing: ACCEPTANCE AND COMPLETE AGREEMENT Buyer s order

More information

GENERAL TERMS OF DELIVERY AND PAYMENT

GENERAL TERMS OF DELIVERY AND PAYMENT GENERAL TERMS OF DELIVERY AND PAYMENT General terms of delivery and payment of the public limited company, registered in Almelo (the Netherlands), and all the companies affiliated to, filed at the office

More information

General Terms and Conditions of the Titelbild Subtitling and Translation GmbH, D- 10711 Berlin, Status July 2012. Preamble

General Terms and Conditions of the Titelbild Subtitling and Translation GmbH, D- 10711 Berlin, Status July 2012. Preamble General Terms and Conditions of the Titelbild Subtitling and Translation GmbH, D- 10711 Berlin, Status July 2012 Preamble The present General Terms and Conditions ( GTC ) shall apply to all contracts and

More information

Partners in Care Welch Allyn Connex Software Development Kit License Agreement

Partners in Care Welch Allyn Connex Software Development Kit License Agreement This Software Development Kit End User ( Agreement ) is between Welch Allyn, Inc. ( Welch Allyn ) and the Customer identified in the purchase order ( Customer or You ), and it governs the Software Development

More information

MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS

MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS MODEL CONTRACTS FOR SMALL FIRMS LEGAL GUIDANCE FOR DOING INTERNATIONAL BUSINESS International Trade Centre, August 2010 Contents Foreword Acknowledgements Introduction Chapter 1 International Contractual

More information

Business Law Section Spring Meeting. Glenn D. West, Hermann J. Knott and James R. Walther

Business Law Section Spring Meeting. Glenn D. West, Hermann J. Knott and James R. Walther Consequential, Incidental, Direct, Actual and Compensatory Damages: What are they and who gets them? Measures of Damages in Domestic and International Transactions Glenn D. West, Hermann J. Knott and James

More information

COMMERCIAL GENERAL LIABILITY INSURANCE TERMS AND CONDITIONS 1/2013 Valid from 25.06.2013

COMMERCIAL GENERAL LIABILITY INSURANCE TERMS AND CONDITIONS 1/2013 Valid from 25.06.2013 COMMERCIAL GENERAL LIABILITY INSURANCE TERMS AND CONDITIONS 1/2013 Valid from 25.06.2013 1 THE PURPOSE OF THE INSURANCE 1.1 The purpose of the terms and conditions of the commercial general liability insurance

More information

General Selling, Service, Delivery and Payment Conditions of BORGERS USA Corp., Vance, Alabama ( GSC ) (March 2015)

General Selling, Service, Delivery and Payment Conditions of BORGERS USA Corp., Vance, Alabama ( GSC ) (March 2015) General Selling, Service, Delivery and Payment Conditions of BORGERS USA Corp., Vance, Alabama ( GSC ) (March 2015) 1. General Provisions These General Selling, Service, Delivery and Payment Conditions

More information

UNITED NATIONS. Convention on the Limitation Period in the International Sale of Goods

UNITED NATIONS. Convention on the Limitation Period in the International Sale of Goods UNITED NATIONS Convention on the Limitation Period in the International Sale of Goods Further information may be obtained from: UNCITRAL secretariat, Vienna International Centre, P.O. Box 500, 1400 Vienna,

More information

General Terms and Conditions concerning software maintenance

General Terms and Conditions concerning software maintenance General Terms and Conditions concerning software maintenance I. Preface 1) The following terms and conditions of Open-Xchange concerning the maintenance of the Software (GTC Maintenance) apply to all customers

More information

Terms of sale, payment and delivery. I. General Commitment

Terms of sale, payment and delivery. I. General Commitment Terms of sale, payment and delivery I. General Commitment 1. Our deliveries, services and offers are exclusively based on these terms of sale, payment and delivery (General Business Terms). Deviating terms,

More information

Services Agreement between Client and Provider

Services Agreement between Client and Provider Services Agreement between Client and Provider This Services Agreement is part of the Member Contract between Client and Provider, effective upon Client s award and Provider s acceptance of a Job on the

More information