General Terms & Conditions

Section 1. General

  1. These General Sales Terms & Conditions of Binotto UK Group (General Terms) apply to all orders, agreements relating thereto, modifications thereof and additions thereto between (any company of the Binotto UK Group (Binotto UK Ltd)) that is acting as a seller of products and their Buyers. Any deviation from these General Terms, use of any Binotto UK Ltd local terms or applicability of Buyer's standard terms is permitted only if explicitly agreed in writing.
  2. Buyer shall be regarded as having accepted the General Terms by placing an order to Binotto UK Ltd or by entering into a sales agreement with Binotto UK Ltd.
  3. Due to the nature of the products sold by Binotto UK Ltd, most of Binotto UK Ltd customers are considered professional customers, i.e., natural persons who are acting as professionals within the scope of their economic activity (trade, business, craft, liberal profession) or legal entities. If Buyers are consumers within the meaning of applicable law, i.e., they are acting outside the scope of their economic activity (trade, business, craft, liberal profession), these General Terms apply to the extent that they do not limit or conflict with the protections granted by the applicable consumer protection laws.
  4. Proposals by Binotto UK Ltd become binding on Binotto UK Ltd only after Buyer places an order and Binotto UK Ltd confirms the acceptance of the order.
  5. Buyer remains bound by Buyer's order. Binotto UK Ltd will only be bound by descriptions and conditions in the order which deviate from or add to the proposal made by Binotto UK Ltd, after written acceptance thereof.
  6. Documentation, drawings, specifications, weight, and performances shall be understood as general indications and shall in no way be binding on Binotto UK Ltd.

Section 2. Prices and payment

  1. Unless otherwise agreed in writing, prices shall be Ex-Works Binotto UK Ltd factory or Binotto UK Ltd warehouse as indicated in the offer or order confirmation, according to Incoterms 2020. Insurance, special packaging, transport, assembly and installation and other additional costs and the risk inherent therein, plus any duties or levies shall be quoted separately and shall be at Buyer’s expense.
  2. Binotto UK Ltd reserves the right, even after the order has been accepted by Binotto UK Ltd, to reasonably increase the agreed price for products in case of increases in the price of material or energy or other manufacturing or purchasing costs, increased customs duties or taxes, changes to official exchange rates or other charges that were not specifically foreseeable at the time of entering into the contract. On request, Binotto UK Ltd shall provide Buyer with proof of the increased costs for price increases after the order has been accepted.
  3. Unless otherwise agreed, payment should be received by Binotto UK Ltd within 30 days from the date of invoice. Failure to meet this condition will cause Buyer to be in default without the need for Binotto UK Ltd to send a default notice.
  4. Any claim for damages or compensation under the warranty or for reimbursement from Binotto UK Ltd shall not suspend the Buyer’s obligation to pay.
  5. All legal and extra judicial costs incurred by Binotto UK Ltd in order to collect any outstanding amounts shall be at the Buyer’s expense.
  6. Any products which Binotto UK Ltd has in its possession, and which belong (in joint ownership) to Buyer, shall be regarded as a security for the settlement of all amounts Buyer owes to Binotto UK Ltd.
  7. If Binotto UK Ltd has reasonable grounds to doubt the financial credibility of Buyer, Binotto UK Ltd shall be entitled to demand payment immediately and to suspend the performance of any agreed obligation until payment has been received or terminate the order immediately and without further notice and/or judicial interference. 

Section 3. Delivery

  1. Binotto UK Ltd shall make all reasonable business efforts to deliver on time. Nevertheless, delivery times stated by Binotto UK Ltd are indicative and shall not be legally binding.
  2. The calculation of delivery time shall start on the day after the order has been accepted by Binotto UK Ltd.
  3. Buyer is not entitled to any compensation or cancellation of the order in case of delay. At the same time, Binotto UK Ltd undertakes to enter into detailed consultation with the Buyer whenever the delivery time has been exceeded excessively.
  4. Place of delivery shall be the factory or warehouse of Binotto UK Ltd in accordance with Ex-Works Intercom unless another delivery term and place are agreed to in writing. All shipping costs as well as the risks connected therewith shall be at Buyers expense.
  5. Binotto UK Ltd shall notify Buyer when the products are available for shipment or pick-up. Should Buyer fail to pick-up the products within 3 months after Binotto UK Ltd 's notification, Binotto UK Ltd shall be entitled to charge Buyer the storage costs.
  6. Binotto UK Ltd shall be deemed to have fulfilled its obligation to deliver upon notification to Buyer that the products are ready for delivery or from the moment that the products have left Binotto UK Ltd 's factory or warehouse, whichever is earlier. Binotto UK Ltd shall be deemed to have fulfilled its obligation to deliver even if the required consent of authorities has not been obtained due to circumstances beyond Binotto UK Ltd ’s control  i) assembled products function, despite not all parts being delivered together with the assembled products, or ii) where a third party, not falling under Binotto UK Ltd ’s supply chain processes, has failed to complete the expected tasks.
  7. . Complaints with regards to products, services and invoices shall be lodged within two weeks after receipt of the products by Buyer.

Section 4. Warranty

  1. Binotto UK Ltd  provides warranty for defects in product material and workmanship in accordance with the terms and conditions of the Binotto UK Ltd Warranty Conditions (“Standard warranty”)
  2. Standard warranty period is twelve (12) months from the date of first use of the product. Extended warranty is applicable only if explicitly indicated and only to certain products and is one (1) year (or 1.000 hours of operation) from the date of first use for all operations requiring grabs, forks, manipulators, or other accessories generating pushing forces on the ground or truck body, five (5) years (or 5.000 hours of operation) on structural parts and three (3) years (or 3.000 hours of operation) on all other parts.
  3. Manufacturer's warranty terms shall apply for the third-party products sold by Binotto UK Ltd  
  4. Warranty is strictly limited to repair of the defect or replacement of the defective part or, at Binotto UK Ltd ’s discretion, replacement of the product itself. To the extent permitted by law, Binotto UK Ltd explicitly rejects any liability for costs of product fitting and removal, vehicle or product downtime, replacement costs, transport or import costs, loss of earnings or profit, any damages caused by Binotto UK Ltd products and/or excessive or unreasonable labor costs.
  5. Warranty coverage shall be void or not applicable in cases indicated in section II of Binotto UK Ltd Warranty Conditions or Binotto UK Ltd Extended Warranty Conditions. 

Section 5. Risk

  1. Risk of loss and damage shall pass from Binotto UK Ltd to Buyer on delivery. Buyer is recommended to insure himself properly for all those risks.
  2. Products returned with the purpose of being inspected or repaired shall remain in Binotto UK Ltd 's possession but at the risk of the Buyer. Binotto UK Ltd will not insure these products against any risk whatsoever.

Section 6. Force Majeure

  1. Binotto UK Ltd shall not be liable for any loss or damages occurring as a result of non- or late performance due to i) an event of force majeure and/or ii) Buyer’s failure to comply with the obligations set out in any agreement existing between Buyer and Binotto UK Ltd or these General Terms. For the purposes of these General Terms, force majeure shall include war, national strike, civil upheaval, fire, floods, epidemics, pandemics, delay caused by third parties and actions by government authorities, acts of God or any other cause that is reasonably beyond the control of the party.
  2. Where the event of force majeure lasts for a longer than three (3) months, Binotto UK Ltd shall be entitled to suspend or terminate the agreement, or where no agreement exists, the commercial relationship with Buyer. For these purposes, a written notice shall suffice. Buyer shall not be entitled to any compensation on these grounds. Upon termination, Binotto UK Ltd Hall be entitled to reimbursement of costs incurred during the period of the force majeure event.
  3. The Party whose performance is impeded or delayed by such event of force majeure shall immediately inform the other Party thereof and do everything within its means to prevent such a delay or non- performance.

Section 7. Liability

  1. Buyer undertakes to defend, indemnify, and keep Binotto UK Ltd harmless from and against any injuries, losses, damages, costs, fees, judgment, settlement, or other expenses caused by, related to or arising from Buyer's operations, use, sale or ownership of the product(s), or other claims, however arising, in connection with the use or operation of the product(s), unless caused by gross negligence or intent of Binotto UK Ltd.
  2. Nothing in these General Terms shall limit or exclude Binotto UK Ltd 's liability for death or personal injury caused by its negligence, or the negligence of its personnel, fraud, or fraudulent misrepresentation; or any matter in respect of which it would be unlawful for Binotto UK Ltd to exclude or restrict its liability.
  3. Binotto UK Ltd shall not be liable to Buyer, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any indirect, special, consequential, or pure economic loss or damage, any loss of profits, anticipated profits or savings, revenue or business opportunities or damage to goodwill. 

Section 8. Retention of Title 

  1. All products delivered to Buyer shall remain Binotto UK Ltd 's property until Binotto UK Ltd receives the full payment of all sums due, including but not limited to assembly, installation, and delivery costs. Until the full payment is effectuated, Buyer must treat the products with care and adequately insure them at its own expense against loss and damage at replacement value.
  2. Buyer shall notify Binotto UK Ltd about any deterioration of its financial position which could affect its ability to comply with the agreed obligations.
  3. Products in which title is retained may not be transferred as security to third parties, alienated, leased, or given in exchange, consignment or as a security or otherwise removed from the premises of the company in any other way.
  4. Where products for which title is retained are processed, combined, and mixed with other products by Buyer to the extent that they cannot be separated, Binotto UK Ltd shall have joint title to the resulting product, proportionally to the amount of the invoiced value of the products to which title is retained.
  5. Buyer shall co-operate with measures taken by Binotto UK Ltd to secure the products in which title is retained. Buyer shall inform the bailiff/administrator in the event of a seizure or the receiver in the event of a bankruptcy, about Binotto UK Ltd 's ownership of the respective products.
  6. Binotto UK Ltd shall be entitled to retain the products which Buyer has returned for repair or assembly purposes or any products which Binotto UK Ltd has in its possession, and which belong (in joint ownership) to Buyer, until Buyer satisfies all obligations towards Binotto UK Ltd.

Section 9. Cancellation 

  1. Cancellations from Buyer must be accepted by Binotto UK Ltd in writing. In case Binotto UK Ltd agrees in writing with cancellations Binotto UK Ltd may request Buyer to buy out all materials bought by Binotto UK Ltd for the performance of the Buyer's order whether those have been used or not, at cost price plus costs of labour incurred and ten percent of the agreed price.
  2. In case of cancellation Buyer shall indemnify Binotto UK Ltd against the losses on the exchange rate resulting from the cancellation.
  3. In case of cancellation Buyer shall safeguard Binotto UK Ltd from possible claims of third parties resulting from the cancellation.

Section 10. Packaging

Binotto UK Ltd provides standard packaging free of charge. Any special packaging shall be quoted separately and shall be at Buyer’s expense. Packaging shall never be returned to Binotto UK Ltd, nor will Binotto UK Ltd be held responsible for any subsequent use or disposal of the packaging materials.

Section 11. Ownership of materials 

  1. Drawings, documents, and devices, including but not limited to gauges, stamps, moulds, test equipment and tools, cost-accountings, plans, sketches, drawings, statements of sizes and weights, catalogues, images, or any other documents drawn up by Binotto UK Ltd (the Materials) may not be copied, imitated, or be shown to third parties without prior consent in writing of Binotto UK Ltd. All such Materials shall remain the property of Binotto UK Ltd, regardless of whether the Buyer has paid for them, and shall be returned to Binotto UK Ltd immediately upon Binotto UK Ltd ’s first request, together with all copies thereof.
  2. Statements and information by Binotto UK Ltd, as well as calculations and results of tests carried out as output to be expected of products to be measured, do not in any way oblige Binotto UK Ltd. Products supplied may deviate from such statements, calculations, and results. Slight deviations from the usual tolerance shall be permitted even when Binotto UK Ltd has obliged itself in writing to specifically agreed data.

Section 12. Assembly 

1. Whenever assembly activities take place outside of Binotto UK Ltd or Binotto UK Ltd appointed third-party premises, they shall be at Buyer's risk and expense. Buyer shall provide Binotto UK Ltd with the necessary help, materials and devices and lodging possibilities, always observing the legal health and safety requirements. Costs for travelling and lodging shall be charged to Buyer separately. Binotto UK Ltd Warranty terms and conditions as specified in Section 4 of these General Terms shall apply to all assembly activities. 

Section 13. Termination 

Delay or lack of performance of Buyer’s payment obligation as provided in clause 2.3 or significant deterioration of Buyer's financial condition as provided in clause 2.8, shall entitle Binotto UK Ltd, upon a written notice effective immediately but without judicial interference, to suspend the execution of the order until payment has been sufficiently assured or terminate the order. These rights are without prejudice to any other rights Binotto UK Ltd may have and with no obligation for Binotto UK Ltd to make any compensation whatsoever.

Section 14. Compliance 

Parties shall comply with all applicable laws and regulations including but not limited to sanction requirements and export control regulations, anti-money laundering, bribery, and anti-corruption, as well as the US Foreign Corrupt Practices Act and the UK Bribery Act. If Buyer resells Binotto UK Ltd 's products, Buyer shall comply with sanction requirements imposed, administrated, or enforced from time to time by European Union, the United Nations Security Council, and any other applicable sanctions authority. Binotto UK Ltd shall have the right to terminate any and all orders and agreements relating thereto if the Buyer does not so comply.

Section 15. Limitation 

Buyer's rights of recourse against Binotto UK Ltd are restricted to the statutory limitations of claims and always provided that Buyer has complied with the obligation to notify Binotto UK Ltd of the defects without delay. 

Section 16. Applicable law 

  1. If Buyer and Binotto UK Ltd have the same domicile, these General Terms shall be governed by and construed in accordance with the laws of that domicile country excluding any conflict of law rules. All disputes arising out of the contractual relationship or agreements between the Parties shall be exclusively submitted to the courts of that country.
  2. In other cases, these General Terms shall be governed by and construed exclusively in accordance with the laws of the Netherlands excluding any conflict of law rules. All disputes arising out of the contractual relationship or agreements between the Parties as indicated in this clause shall be referred to mediation at the Netherlands Mediation Institute in accordance with its Mediation Rules.  The mediation shall be conducted in English.  If the mediation is abandoned by the mediator or is otherwise concluded without the dispute being resolved, then that dispute may be referred by either party to the courts of the Netherlands for determination (and for this purpose the parties hereby submit to the exclusive jurisdiction of the courts of the Netherlands).
  3. The UN Convention on International Sale of Goods shall not apply.