Article 1: General
Terms & Conditions
1. All payments made or transactions effected by the vendor are subject to a declaration that the conditions specified below apply.
2. Purchasers will be considered to have agreed with these conditions if goods are ordered and/or received by them.
3. General or special stipulations/conditions used by purchasers or by third parties and which deviate from the conditions specified below are only binding on the vendor if those conditions have been explicitly accepted in writing by the vendor. Conditions, which deviate, apply only to the transaction to which they relate.
Article 2: Orders
1. The vendor is not bound, unless otherwise is stipulated, by quotations submitted by him.
2. Orders, which have been placed via our representatives, will unless notice to the contrary is given, be considered to have been accepted within three days.
3. The vendor is entitled to postpone carrying out an order until the purchaser has given a guarantee that payment will be made.
4. The vendor is entitled to refuse an order without being required to give reasons for the refusal and is not liable for direct or indirect damage caused or which may occur because of that refusal.
Article 3: Prices
1. Prices quoted are always non-committal and are based on the prices prevailing at the time of purchase and/or placing of the order.
2. The vendor is not bound by prices shown, information/illustrations in catalogs, folders, price-lists, prospects, advertisements or other printed matter and the aforementioned can be changed without prior notice being required to be given and without prejudice to the commitment of the purchaser to his order. These prices apply to delivery Franco destination unless otherwise stated and a charge can be made for the cost of orders having a value below an amount fixed by the vendor.
Article 4: Delivery
1. Delivery times and the period of time necessary for repairs and/or installation are only approximate and are not binding. If the limes referred to in this Article are exceeded by a not unusually long period of time then the purchaser is not authorized to cancel the agreement or to claim compensation even after he has given the vendor notice that the vendor is in breach of contract.
2. If part of an order is ready then the vendor is authorized to deliver that part or to wait with delivery until the order has been completed.
3. The vendor retains, for insofar as delivery on consignment is concerned, the proprietary rights to the goods delivered and the risks associated with the goods delivered on consignment are transferred to the purchaser. The purchaser is obliged to use the goods normally.
Article 5: Guarantee
1. A guarantee given for goods delivered and/or services carried out does not, in general guarantee more than the repair of goods delivered or the delivery of new components free of charge at the discretion of the vendor.
2. Goods which are guaranteed by the manufacturer are goods delivered by the vendor which are guaranteed, except for the guarantee given by the manufacturer, can be taken back by the vendor and replaced at his discretion by new goods and the amount owed for the new goods.
3. Every claim made with regard to the guarantee given is canceled if third parties carry out or have carried out repairs or work on the goods delivered without written permission from the vendor to do so.
Article 6: Liability
1. The vendor is not, except for appeals made to the guarantee, liable in any way whatsoever, insofar as it has not been laid down by law, for defects in materials or components made available to the vendor by third parties unless there is talk of intent or gross negligence and the vendor is never obliged to pay compensation of any kind whatsoever.
Article 7: Force Majeure
1. A shortcoming cannot be attributed to the vendor if that shortcoming is not due to the fault of the vendor either according to law or legal action or the normally prevailing standards.
2. If, because of force majeure, a delivery is more than two months late then neither of the parties are obliged to comply with any obligation incurred by them and the agreement can be dissolved in full or in part by means of a written declaration to that effect. The vendor is entitled, if the agreement is dissolved, to claim costs already incurred.
3. If the vendor is able to meet part of an order then a reasonable part of the principal owed will be owed by the purchaser.
Article 8: Claims
1. The purchaser will be considered to have inspected the goods delivered by the vendor immediately after receipt.
2. Claims, both with regard to deliveries of goods, repairs carried out or installations delivered as well as amounts invoiced must be submitted in writing to the vendor within eight days after receipt of the goods or the invoice concerned and must give accurate information about the reason of the claim.
3. The vendor is only obliged to deal with the claim if the amount owed under the terms of the existing agreement for the goods in question has been paid.
4. If the vendor considers that a complaint is justified then he is entitled to pay compensation, the amount having been determined in consultation with the other party, or instead to replace or repair the goods delivered.
5. The right to claim cannot be exercised if the goods/equipment delivered has been used incorrectly or if the equipment has not been used according to the instruction given. 6. Goods which have been processed or resold will be considered to have been approved and no claim can be made with regard to those goods.
7. Costs incurred for returning the goods if a claim is submitted are for the account of the purchaser.
8. The submission of claims does not release the purchaser from the obligations incurred by him under the terms of the agreement entered into with the vendor.
Article 9: Price adjustments
1. If, after the date shown on the quotation, certain unforeseeable factor on which the price is based arise such as increases in duties, excuse duty, factory prices, freight charges, fluctuations in the rates of exchange etc. then the vendor Is authorized to pass on those increases within reason to the purchaser but the purchaser is entitled, for insofar as it has not been carried out, to cancel the agreement.
Article 10: Payment
1. The purchaser is responsible for making payment to the vendor of amounts owed to the vendor. Payment must, unless otherwise has been agreed, be made in cash at the time when the goods are delivered or after the service have been supplied into the current bank account of the vendor unless otherwise has been agreed and must be made in any case without the possibility of appeal or discount no later than fourteen days after the date shown on the invoice unless otherwise has been agreed. The purchaser is not authorized to deduct any amount whatsoever from the cost price for a counterclaim.
2. If the claim made by the vendor is not paid in cash or in full or in accordance with that which is specified in the existing agreement then the vendor is entitled to increase his claim, commencing fourteen days after the date shown on the invoice, with interest at the rate of 1.5% per month and part of a month will be considered to be a whole month. Neither a notice of breach of contract or a summons is required to be given if interest is charged.
3. If the purchaser continues, after having been summoned to do so, in breach of contract then the vendor is also authorized to increase his claim with the extra-judicial debt collection charges and ether debt collection costs and including the fees charged by the vendor’s adviser. Extra-judicial debt collection charges will be fixed at a minimum of 15% of the amount claimed.
Article 11: Proprietary rights
1. The vendor retains the proprietary rights to all goods delivered or which are to be delivered to the purchaser under the terms of any agreement entered into between them until the claims concerning the goods have been paid and the goods continue on the ether hand to be for the account and risk of the purchaser. The proprietary rights referred to also apply to the claims, which arise because of failure to carry out such an agreement(s).
2. The purchaser may not, as long as ownership of the goods delivered has not been transferred to the purchaser, process the goods, place them out of his control, alienate or pawn them or grant a third party any rights to them.
3. If the purchaser continues is breach of contract then the vendor is authorized to demand that the goods be returned.
Article 12: Negligence
1. If the purchaser is negligent with regard to compliance with one or more of the obligations incurred by him towards the vendor and including the situation where the purchaser acts in a way which is contrary to any obligation imposed on him by these General Conditions as well as if the purchaser is declared bankrupt, applies for suspension of payments, becomes deceased, arrives at a settlement with his creditors of Is compelled to do so, if his business ceases operations either temporality or permanently, if he applies for bankruptcy himself, closes down his business or transfers it or loses in another way control over his assets or parts thereof then the vendor is authorized to take back the goods delivered without legal intervention and without notice of breach of contract being required to be given wherever those goods may be. The purchaser cannot make any claim of any kind whatsoever for compensation, without prejudice to the authority of the vendor to claim dissolution of the agreement if the purchaser is in breach of contract, and whether or not the purchaser is obliged to compensate the vendor tor any damage suffered by the latter.
Article 13: Right to suspend
1. If and for as long as the purchaser does not comply, complies unsatisfactorily or is late in complying with any obligation incurred by him towards the purchaser under the terms of an agreement entered into with the vendor or an agreement associated therewith then the vendor is entitled to suspend compliance with the obligations incurred by him under the terms of those agreements.
Article 14: intellectual ownership
1. All drawings, schedules, designs, price-lists, material lists, manuals etc. Remain the property of the vendor. The aforementioned may not, without permission from the vendor to do so, be copied in full or in part except for one file copy for internal use by the purchaser and the aforementioned may not be shown or made available or made known in any other way to any third party unless the purchaser has been given explicit instructions to do so.
2. The vendor guarantees that the goods delivered by him do not as such infringe any rights of any kind whatsoever belonging to third parties.
Article 15: Relevant legislatlon
1. These General Conditions and the agreements to which they apply are subject to the laws of The Netherlands.
2. All disputes arising from or connected with agreements which are subject to these General Conditions will only be submitted to the court in Breda which is competent to hear them.
3. A dispute is considered to have arisen if one of both parties states this.
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