Quotes, transactions and deliveries are made in accordance with the general terms and conditions of sale and delivery.
1.1 In these general terms and conditions, the client is defined as the client, buyer, intermediary and any customer who gives an order to the company mentioned below, hereinafter referred to as the seller, or who has concluded an agreement with it.
1.2 In these general terms and conditions, the seller also includes all companies to which the execution of an agreement is entrusted in whole or in part.
2.1 These general terms and conditions of sale and delivery apply to all offers, deliveries, services and agreements of the seller.
2.2 If the client also declares general terms and conditions applicable, these will only bind the seller to the extent that the seller has expressly accepted these general terms and conditions in writing.
2.3 All agreements to which these general terms and conditions apply are subject to Dutch law.
3.1 The seller's offers are without obligation.
3.2 Orders, agreements and arrangements are only binding for the seller if and insofar as they have been confirmed in writing by the seller. Delivery times are without obligation, unless otherwise agreed.
4.1 An agreement between the parties is concluded in writing or because the seller has started implementing actions.
4.2 An agreement that the client has concluded with a representative or any intermediary of the seller is only legally valid if and insofar as the representative or intermediary has a written power of attorney.
5.1 The prices and conditions of the delivery date apply to the agreements concluded by the parties, unless the parties have agreed otherwise in writing.
5.2 After the conclusion of the agreement, the seller has the right to charge the client:
price increases, including prices of materials and parts;
cost increases, including transport and wage cost increases;
price increases as a result of the introduction or increase of taxes and/or other levies by competent authorities; that occur after the conclusion of the agreement, regardless of whether they were foreseeable.
6.1 All payments must be made within 14 days after the invoice date, without deduction or settlement, unless expressly agreed otherwise in writing.
6.2 The seller is at all times entitled to demand cash payment, advance payment or security for payment.
6.3 If the client does not meet his obligation to pay or provide security, the seller is entitled, without prior notice of default, to suspend the performance of its obligations under this and all further agreements concluded with the client, without prejudice to its other powers under the law.
7.1 Specified delivery times are without obligation, unless otherwise agreed in writing.
7.2 Delivery will take place at the location agreed upon by the parties or, failing that, at a location to be designated by the seller.
7.3 The costs of delivery are for the buyer.
7.4 The risk of the goods to be delivered passes to the client upon delivery of the goods at the place of delivery.
7.5 Deliveries elsewhere than agreed as well as returns are at the expense and risk of the client.
7.6 If delivery of the goods is refused by the client, the risk of the goods immediately passes to the client, without prejudice to the provisions of Article 9, and the seller can immediately claim payment. The seller will store the goods at the expense and risk of the client until further notice.
7.7 In the event of default by the client, the seller has the right to dispose of the goods or to give them another destination after a demand for payment. Any proceeds will be credited to the client after deduction of all costs borne by the client, without prejudice to the seller's right to full payment of the agreed amount.
price.
7.8 Samples, photos and drawings remain the property of the seller and may not be imitated or copied or made available to third parties. All models and tools specially manufactured for an order remain the property of the seller, even if they have been paid for in whole or in part by the client, unless otherwise agreed in writing.
7.9 All items are made in standard version. An additional charge will be charged for an order for different models or colors, after prior written consultation.
7.10 When an order is produced according to a model or drawing, the client guarantees that no copyright, trademark, patent, utility or trade model or any other right of third parties is affected.
8.1 Complaints must be made in writing stating the reasons. Complaints regarding shortcomings in properties must be made within 2 days after delivery; Complaints regarding all other shortcomings within 8 days after delivery, or within 8 days after the client has discovered or could reasonably have discovered the shortcoming. If a complaint has not been made in the above-mentioned manner, the delivery will be considered unconditionally accepted.
8.2 Usual deviations are not grounds for complaints.
8.3 In the event of a complaint, the seller is only obliged to supplement or replace the goods that have not been delivered or have not been delivered properly. If transport is carried out by third parties on behalf of the seller, the client must submit a complaint in a timely manner in accordance with the applicable transport conditions, under penalty of forfeiture of any claims against the seller.
8.4 Statements and information provided by the seller regarding the goods are without obligation and do not release the client from his obligations to investigate the goods.
8.5 When using and consuming delivered goods, the client is fully liable for compliance with legal and other regulations of competent authorities.
9.1 As long as the client has not fully fulfilled all his payment obligations to the seller, the seller remains the owner of all goods sold and/or delivered.
9.2 The client does not have the right to dispose of or encumber the goods in any way as long as full payment has not been made to the seller, except and insofar as it concerns the normal conduct of the business. The client is obliged to pledge the resulting obligations to third parties to the seller, on penalty of a fine of 50% of the invoice amount for the delivered goods, with a minimum of 2269 euros.
9.3 In the event of mixing, processing, accession, etc. of the goods with goods of the client or third parties, the seller retains or acquires ownership of its share in the whole of the existing or created goods.
9.4 If the client fails to fulfill his obligations, the seller has the right to repossess the goods belonging to him without notice of default being required. The seller and its employees are then irrevocably entitled to enter the client's premises and take actual possession of the delivered goods.
9.5 Claims relating to the sale of goods belonging to the seller in whole or in part, as well as rights relating to a future payment under an insurance agreement, are pledged by the client to the seller.
9.6 At the request of the seller, the client will immediately provide all information regarding the goods belonging to the seller in whole or in part.
10.1 The seller is not liable other than as referred to in Article 8.3 for claims or damage due to failure to execute an order, not to do it on time or not to do so properly, except and insofar as the client can demonstrate intent.
10.2 The seller is under no circumstances liable for business damage and/or consequential damage.
10.3 The seller is not liable for damage if the client has not held the seller liable for the damage by registered letter within 8 days of becoming aware of the cause of damage.
10.4 The seller is under no circumstances liable for damage to the client or third parties in the following cases:
If the client fails to comply with the safety regulations, instructions for use and warnings provided with the goods by the government and/or by the seller and/or does not hand them over to third parties; the client expands the use that can be made of the goods or allows or enables third parties to use the goods for purposes other than those indicated.
11.1 Any form of warranty from the seller lapses if the goods are used other than for which they were intended or other than as intended.
11.2 After the seller has deemed a warranty claim valid, he is only obliged to supplement and replace that which was delivered defectively.
The client is obliged to indemnify or compensate the seller for all costs and damage to which the seller may incur because third parties make a claim against the seller in respect of any fact for which liability towards the client is excluded in these general terms and conditions. .
All clauses regarding the exclusion or limitation of the seller's liability and regarding the indemnification of the seller against claims from third parties have been agreed for the benefit of those who are employed by the seller and third parties for whose actions or omissions the seller is liable. could be.
14.1 If the client fails to make timely payment or to fulfill other obligations towards the seller, the seller is entitled to consider the agreement as dissolved without notice of default, without prejudice to the seller's right to full compensation for damage suffered and to be suffered and all further rights. .
14.2 The seller is also entitled to dissolve on the basis of Article 14.1 if the seller is of the opinion that the client is applying for or has applied for a provisional suspension of payments, is applying for or has applied for bankruptcy or that bankruptcy has been/is being applied for by a third party, on a conservatory basis. or executory attachment is imposed on the client's property, or a debt restructuring arrangement has been requested by the client or has been pronounced by the court.
14.3 In the event of dissolution on the basis of Article 14, credit provided by the seller to the client is immediately due and payable, without further notice of default being required.
15.1 In the event of force majeure, the seller is entitled to suspend its delivery obligations in whole or in part, or to dissolve the agreement, without being obliged to pay any compensation for damage, costs and interest to the client.
15.2 Force majeure on the part of the seller in any case includes:
damage as a result of natural disasters and/or storm damage;
war, danger of war and/or other form of armed conflict or threat thereof that hinders the delivery of the goods;
strikes, forced closure, riots and any other form of disruption and/or obstruction caused by third parties;
loss or damage to goods during transport;
illness of one or more employees who are difficult to replace;
legislative or administrative measures by the government;
measures imposed by organizations or contractual form of cooperation to which the seller is affiliated or of which it is part and that hinder the execution of the agreement with the client;
lack and/or disruptions in the means of transport, production equipment or energy supplies;
fire or other accidents in the seller's company;
non-delivery or late delivery to the seller by suppliers in the Netherlands and/or other countries;
stagnation in the Netherlands and/or other countries in the supply of goods and/or energy.
15.3 If the seller carries out the deliveries and/or services despite the presence of the circumstances referred to in Articles 15.1 and 15.2, it is entitled to pass on all costs it incurs to the client and to deviate from the agreement to the extent this is deemed necessary. her judgment is necessary.
If one of the provisions of these general terms and conditions is held to be invalid, this will not affect the validity of the other provisions of these general terms and conditions.
All disputes between the parties will in the first instance be adjudicated by the competent court in the district of the seller's place of business, without prejudice to the right of the seller to take legal action against the client in the district of his place of business.
