Terms and conditions
Article 1 General
- These terms and conditions apply to all legal relationships between the parties under this agreement, or under further agreements in the future, or for any other reason. Statements of the party applying these terms and conditions (hereinafter: 'the contractor') are not intended to be binding. They are therefore without obligation, insofar as the contrary is not unambiguously apparent. Application of the general terms and conditions invoked by the contractor's counterparty is explicitly rejected.
- In these conditions the following terms have the following meaning:
- product: items as well as services such as maintenance, advice and inspection;
- the contractor: anyone who refers to these terms of delivery in his offer;
- the client: the person to whom the aforementioned offer is addressed;
- service: the contracting of work.
Article 2 Offers and agreement
- Offers issued by the contractor are not intended to be binding. They are therefore without obligation, insofar as the contrary is not unambiguously apparent.
- Data stated in catalogs, images, drawings, standardization sheets, etc. are not binding, except insofar as they are explicitly included in a contract signed by the parties or an order confirmation signed by the contractor, without prejudice to the responsibility of the contractor for data provided by him. Slight differences in dimensions or minor changes in construction or parts desired for the benefit of a good execution are reserved.
- If the agreement is entered into in writing, it will be concluded on the day the contract is signed by the contractor, or on the day on which the written order confirmation is sent by the contractor.
- The contractor is not obliged to deliver products once delivered if these products have been taken out of production or have lapsed from its sales program for any other reason.
- The offer made by the contractor as well as drawings and scripts provided by him remain his property and must be returned to him immediately if no assignment is concluded with the contractor. They may not be copied in whole or in part, nor made available to third parties for inspection without the express permission of the contractor. If part or all of it is copied without the express permission of the contractor, the contractor is entitled to charge 20% of the quotation or order amount.
- The client guarantees that no data concerning the manufacturing and / or construction methods used by the contractor will be shown, made known or used to third parties.
- The contractor reserves the right to pass on costs related to a (possible) offer and / or agreement to the client.
Article 3 Price
- All prices mentioned on our website are including 21% taxes.
- The prices for delivery are visible during order process before client confirms his order. Charges are mentioned on the confirmation and invoice and may differ per delivery location and country.
- If the delivery is postponed or accelerated at the request of the client, the contractor is entitled to compensation for the costs arising for him from this postponement or acceleration, as well as the statutory interest on the price of the products involved in the postponement.
- If the supply to or near the place of delivery requires extra working hours due to the lack of paving or a paved road, or due to other circumstances, the contractor is entitled to charge these hours separately.
- Changes in wages or in cost prices of raw materials or materials, insofar as they are immediately spent or used for the agreed performance, and that occur more than three months after entering into an agreement, may be passed on by the contractor, without any further storage.
- Any installation costs, assembly costs, packaging and other costs are not included in mentioned prices on our website.
Article 4 Delivery
- The statements of delivery terms are indicative and will be observed as much as possible, but they are not binding. If these terms are exceeded, the contractor will consult with the client.
- The contractor has fulfilled his delivery obligation if he has delivered the products in the Netherlands, free domicile (ground floor hall) and outside the Netherlands, free Dutch border, without prejudice to the fulfillment of any other agreed obligations. Deliveries also include: agreed partial deliveries.
- The contractor reserves the right to deliver the order in parts after consultation with the client and to invoice these partial deliveries.
- The delivery time starts at the latest of the following times:
- the day of the conclusion of the agreement;
- the day of receipt by the contractor of the documents, data, permits, etc. necessary for the execution of the assignment;
- the day of the completion of the formalities necessary for the commencement of the work;
- the day of receipt by the contractor of that which, according to the agreement, must be paid in advance before commencement of the work;
- the day on which the order confirmation is sent to the client.
- The client is obliged to purchase the products purchased by him at the place described in article 4 paragraph 2. Failing this, the contractor is entitled to demand payment of the agreed purchase price of the products not purchased without notice of default and these products are deemed to have been purchased by the client from the contractor, after which they are at the expense and risk of the client and against payment of the client. all resulting costs are saved. All this without prejudice to the further rights accruing to the contractor.
- All items purchased by client will be delivered unassembled in box.
Article 5 Payment
- Only paid agreements will be delivered.
- In case of deviations in the order process payment by client is still obligated unless contractor confirms otherwise.
- If and insofar as, according to the client, there are defects in a delivered product, he is not entitled to reclaim payment with regard to products from the same shipment or delivery about which no complaints have been made.
Article 6 Transfer of ownership, granting/transfer of rights
- Products delivered to the client remain the property of the contractor, as long as the client has not fully paid to the contractor all that the client owes the contractor in respect of deliveries or work, including interest and costs.
- Where appropriate, the contractor will be entitled to unhindered access to the delivered goods. The client will cooperate fully with the contractor in order to enable the contractor to exercise the retention of title included in paragraph 1 by taking back the goods delivered, including any necessary disassembly.
Article 7 Risk
Goods are at the risk of the contractor until the moment at which they are placed in the actual control of the client, or of third parties engaged by the client.
Article 8 Complaints and guarantee
- Complaints regarding visible defects must be made to the client immediately after discovery, but no later than fourteen days after the actual transfer of the good, in a written notice from the client to the contractor. Complaints regarding invisible defects must be made immediately after discovery, but no later than fourteen days after the expiry of the warranty period referred to in paragraphs 2 and 3, in a written notice from the client to the contractor.
If the aforementioned periods are exceeded, any claim against the contractor with regard to the relevant defects will lapse. Legal claims in this regard must be brought within one year of the timely complaint under penalty of forfeiture.
- Without prejudice to the restrictions set out below, the contractor guarantees both the soundness of the product delivered by him and the quality of the material used and / or supplied for this purpose under normal use, for a period of 1 year after delivery in accordance with Article 4 paragraph. 2 and to the exclusion of visible defects.
- The warranty does not include in any case defects that occur in or are wholly or partly the result of:
- non-observance by the client of operating requirements / or maintenance instructions or other than foreseen normal use;
- normal wear and tear;
- assembly / installation or repair by third parties, including the client;
- the application of any government regulation regarding the nature or quality of the materials used;
- materials or goods used in consultation with the client;
- materials or items provided by the client to the contractor for processing;
- materials, items, working methods and constructions, insofar as applied at the express instruction of the client, as well as materials and items supplied by or on behalf of the client;
- parts obtained by the contractor from third parties, insofar as the third party has not provided a guarantee to the contractor.
- If the client does not, not properly or not timely fulfill any obligation that arises for him from the agreement concluded with the contractor or from an associated agreement, the contractor does not assume any warranty with regard to any of these agreements - by whatever name. - kept. If the client proceeds or has disassembled, repairs or other work with regard to the product without prior written approval from the contractor, all warranty claims will lapse.
- If the contractor replaces parts / products in order to comply with its warranty obligations, the replaced parts / products become his property.
Article 9 Liability
- The liability of the contractor is limited to compliance with the warranty obligations described in article 8 of these terms and conditions.
- Barring gross negligence on the part of the contractor, the applicability of the legal provisions regarding product liability as laid down for the implementation of the relevant EU directive, as well as subject to the provisions of paragraph 1, all liability of the contractor, such as for loss of profits, other indirect damage and damage as a result of liability towards third parties are excluded. This exclusion cannot be invoked if such an appeal, where appropriate, would lead to an unacceptable result according to standards of reasonableness and fairness.
- The contractor is therefore also not liable for: - infringement of patents, licenses or other rights of third parties as a result of the use of data provided by or on behalf of the client, damage or loss, for whatever reason, of raw materials made available by the client , semi-finished products, models, tools and other items.
- If the contractor, without having commissioned the assembly, does provide help and assistance - of whatever nature - during the assembly, this will be at the risk of the client.
- If the client is not a consumer or an equivalent customer, he is obliged to indemnify or indemnify the contractor with regard to all claims from third parties for compensation of the damage, for which the liability of the contractor in these conditions is in proportion to the client is excluded.
- The client is responsible for the choice, use and application in its organization of the products and other services and performances to be provided by the contractor.
- The contractor is not liable for advice provided or to be provided, unless this has explicitly been or will be the subject of a written advice agreement.
Article 10 Intellectual property
The contractor will observe all reasonable precautions to prevent the performance to be delivered from being in conflict with any intellectual property right of a third party applicable in the Netherlands. If, nevertheless, the contractor can be blamed for the fact that such a right is being infringed, the contractor will, without prejudice to the limits set in article 9, take back the delivered goods against crediting the acquisition costs, or ensure that the client is responsible for the delivered, or an equivalent other thing, can continue to use undisturbed. The provisions of this article only apply if the client enables the contractor in a timely manner to defend his interests vis-à-vis the party asserting industrial property rights.
Article 11 Force majeure
In the event of circumstances occurring that would aggravate the fulfillment of the obligations of the parties, such as would be expected during normal settlement of the transaction in question, to such an extent that it cannot be assumed that the parties would also have accepted the relevant obligation in the presence of the present circumstances, the relevant obligations are suspended on both sides. If a situation as referred to in the previous sentence has lasted longer than ninety days, the parties have the right, within ninety days afterwards, to terminate the agreement by means of written notice. What has already been performed pursuant to the agreement will then be settled pro rata, without the parties owing each other anything.
Article 12 Suspension, dissolution
- If the client does not, not properly or not timely fulfill any obligation arising from an agreement concluded with the contractor, or if there is serious doubt as to whether the client is able to fulfill its contractual obligations towards the contractor, the contractor is entitled, without notice of default or judicial intervention, either to suspend the execution of any agreement concluded with the client, or to dissolve it in whole or in part, without being obliged to pay any compensation and without prejudice to any further rights accruing to him.
- If one of the parties applies for a moratorium or is declared bankrupt, the other party has the right to declare the agreements concluded dissolved by written notification, or (the choice is his own) to suspend the fulfillment of its obligations. . All payments due to the party entitled to cancel will then become immediately due and payable. Incidentally, the rights with regard to non-compliance with obligations remain fully reserved to the party concerned.
Article 13 Disputes
All disputes in matters to which these terms and conditions apply will be submitted to the ordinary court in the place of business or district of the contractor, subject to the power of the parties to provoke decisions of the President of the District Court, in summary proceedings.
Article 14 Applicable law
Only Dutch law applies to all matters to which these terms and conditions apply. In the event of nullity of one or more provisions of these terms and conditions, the parties will be bound by rules of similar purport as far as possible, which are not subject to nullity.
Article 15 Final provision
These general terms and conditions aim at a reasonable regulation of the legal relationship between the contractor and the client. Insofar as circumstances arise in which these terms and conditions, or any provision thereof, could lead to unreasonable results, these terms and conditions will not apply to that extent.