1. General

1.1. These General Terms and Conditions form part of all agreements that are concluded with us, and are applicable to all our offers. Any stipulations that deviate from these General Terms and Conditions will only apply if we have confirmed this in writing, and then only for the agreement for which they are made.

1.2. The applicability of any general or specific terms and conditions or stipulations on the part of the client, is explicitly refused.

1.3 All stipulations in these General Terms and Conditions that are only directed at a client who is not a private individual, are also fully applicable to any client who is also a private individual, or one who is deemed to be comparable, unless the client can prove, under the circumstances of the case, that it cannot be reasonably expected from them.

1.4 These General Terms and Conditions are registered with the Chamber of Commerce Haaglanden in Naaldwijk under number 27.290.116.

2. Offers

2.1 Offers and quotations will not bind us, in any way, and will only apply as an invitation for the issue of a contract, unless an explicit written term for acceptance is indicated.

2.2. An agreement is only concluded when we have accepted a contract explicitly, or when we actually proceed to execute the contract.

3. Prices

3.1 The client will be liable for all costs related to import and export rights and duties, import and export taxes, clearance costs and costs for packaging and shipment, unless explicitly agreed to otherwise. Free delivery generally applies to our prices in the Netherlands. Shipment or transport costs are generally charged to the client when delivering parts within the Netherlands, and for delivery outside of the Netherlands. All prices exclude VAT, unless indicated otherwise.

3.2 In the event of increases to factors that determine the cost price, we will be entitled to increase the agreed to prices, taking into consideration the norms of reasonableness and fairness, even if said increase takes place in accordance with circumstances already provided for in the offer or order confirmation. Should we proceed to implement a price increase before three months have actually passed after the agreement was entered into, the client will be entitled to request dissolution of the agreement, on condition that this takes place in writing, within 8 days after notification of the price change.

4. Delivery

4.1 Delivery will take place at the location indicated by the client.

4.2 Our indicated delivery times are only approximate and should not be considered a fatal deadline. In the event of late delivery, we should be provided a written default notice, as well as a reasonable term for completion of the delivery.

4.3. The client must receive the purchased items within 10 days after notification from our end, indicating that the items are ready for pick-up.

4.4. In these General Terms and Conditions, delivery also implies ‘drop off’, where it pertains to items that are leased.

5. Risk

5.1 In the event of delivery from the factory to a third party, the sold items will apply as delivered and the risk will be transferred to the client at the moment of delivery of the items to the shipping agent or transporter, except for in the case when the items ordered are delivered to us, by the factory, for inspection at our workplace.

In the last mentioned case, the risk will be transferred to the client after the items are loaded from our workplace onto the relevant means of transport.

5.2 In the event of delivery from stock, the sold items will be deemed to be delivered and the risk will be transferred to the client immediately after the items are obtained from the warehouse and loaded onto the relevant means of transport.

5.3 In all other cases, the risk for the items sold will be transferred to the client at the moment on which the sold items are actually transferred to the client’s authority to make decisions, or to that of the third party assigned for this purpose, by the client.

5.4 The client will insure the items that fall under retention of ownership for normal business risks, from the moment of the risk-transfer, and the policies for this insurance will be provided to us for inspection purposes, at our first request.

All of the client’s claims to the insurers for the items based on the indicated insurance policies will, as soon as we indicate the desire for it, be pledged to us, by the client, as additional security for our claims.

6. Payment

6.1 Unless explicitly agreed to otherwise, payment should always be for the net amount, and in cash, upon delivery or by means of a transfer or deposit to a bank or giro account number provided by us, within 14 days from the date of invoice. The settlement date indicated on our bank or giro account print out will be determinative and will therefore apply as the payment date.

6.2 The client is obliged to pay all amounts charged by us, without deductions or sett-offs. Complaints with regard to any performance will not affect the client’s payment obligations and will never give them the right to suspend their payment obligations.

6.3 Payments made by the client will always be applied for payment of interest and costs owed, and will then be applied to the oldest claimable invoices, even if the Client indicates that the payment is to apply to an invoice for a later date. The same will apply in the event of possible credit notes. Receipt of a credit note by the client, should be considered an appeal for settlement of the abovementioned entries (if and for as far as they exist).

6.4 From the 14th day after the date of invoice, the client will owe the legal trade interest for the outstanding amount, even without a subsequent default notice.

6.5 We will always be entitled, before performing (further) work, to request replacement and / or additional security from the client for the observance of their (further) payment obligations.

6.6 We are entitled to claim all costs from the client that are caused by untimely payment, including all extrajudicial collection fees. The extrajudicial costs will amount to 15% of that owed.

7. Retention of ownership and transfer of ownership

7.1 Ownership of goods purchased will only be transferred to the client once the client has complied with all their obligations resulting from, or connected to the agreement for items delivered or to be delivered by us. Until such time, the client is obliged to store the items in question, separately, and to identify them clearly as our property. Without our approval, the client will not be allowed to move the delivered items, or to dispose of or pledge the items, regardless of the manner in which.

7.2 We are entitled to recover the unpaid items from the client, in the event of untimely payment (or non-payment) by the client, or in the event that suspension of payment, or bankruptcy of the client is requested, or if the client fails to (adequately) observe their obligation to insure the items, or their obligation to provide items for inspection, as intended in Article 5.4 of these General Terms and Conditions. The client should provide us with the opportunity to do so.

7.3 The client is entitled to use the items delivered by us, to which retention of ownership applies, in their normal business operations. Normal business operations, in the sense of this article, is not the case, for instance, when the client is in suspension of payment or declared bankrupt. Possible repairs to the items will be performed by our personnel, at the cost of the client.

7.4 The client will be credited for the market value of the items, after repossession, this up to an amount no higher than the original purchase price for the items, reduced by the costs involved in repossession.

8. Repairs

8.1 We will proceed to repair defective items, at the client’s request. We will repair the items to our own accord, should the client fail to provide us with a complete manual for the items to be repaired.

8.2 If the items for repair are not delivered to our workplace we will be entitled to charge for travelling time. If the items for repair are delivered to our workplace, but the client does not arrange for the transport thereof, we will be entitled to charge the client for transport.

8.3 Repairs will be charged at our current hourly rates and the cost of material will also be charged.

8.4 A maintenance agreement can be concluded, at the request of the client. The specific conditions will also be included in this agreement.

9. Use of the items delivered by us

9.1 Risks are involved for the user and third parties, in terms of the use of various items that are sold or leased by us. Prior to use of the items, the client must enquire about the risks involved in the use and must take all measures to avoid damage from occurring as a result of these risks. We will not be liable for possible damage, should the client fail to take these measures, and the client should safeguard us from damage claims by third parties.

9.2 The client will not be allowed to make the items that are leased or purchased from us – and not yet paid for in full – available for use to third parties, without prior written approval from us.

9.3 The client must manage the items that are leased or purchased from us – and not yet paid for in full – in the way that a good custodian would, and should only use them appropriately.

9.4 The client is obliged to study the directions for use, before using the items delivered by us, with the greatest care.

9.5 The client is also obliged to strict observance of the directions and recommendations for use and management of the items delivered by us.

9.6 Even in the slightest case of doubt concerning the function and directions for use of the items, the client should halt utilisation, and contact us for advice.

9.7 We will never be liable for the consequences of indiscriminate or incorrect use, or use that is contradictory to, or deviates from these General Terms and Conditions, the manual, or the guidelines and recommendations provided by us.

10. Assembly and commissioning

All equipment and / or facilities that are necessary for the setup of the items for assembly and / or the correct operation of the items in the assembled state, are for the risk and account of the client, and will not be included in our scope of responsibility.

11. Guarantee

11.1 We guarantee, for 12 months after delivery of the items sold by us, that the items will comply with the requirements that may be placed on them, based on the norms of reasonableness and fairness. Contrary to the previous sentence, certain products are provided a similar guarantee, yet only for a duration of 6 months. In the relevant cases, the restriction of the guarantee’s duration will be indicated in the quotation.

11.2 We will, in principal, provide a three month guarantee on second-hand (=used) items, on items that are leased, and also on repairs or maintenance performed by us. The client should inspect second-hand items thoroughly prior to use for any defects and for the presence of risks that may hamper normal use. The client safeguards us from damage resulting from the use of second-hand items.

11.3 If an item delivered by us should display (possible) defects, the client must halt use of the item immediately, and must refrain from using it again, subject to termination of the guarantee and liability on our part.

11.4 The consequences of normal wear and tear are not included under our guarantee, nor are indiscriminate actions or incorrect us or lack of (or incorrect) repair or incorrect maintenance.

11.5 If we are liable for a defect or shortage, we will have the option of refunding the purchase price to the client for the items that are found to be inadequate, or to replace the items, free of charge.

11.6 Our liability will never lead to any other obligation on our part, other than that indicated in the previous section.

11.7 Guarantee, as intended in this article, will only be provided when the full purchase or lease amount is paid.

12. Suppliers or subcontractors

12.1 We are entitled, at all times, to utilise third parties, such as suppliers or subcontractors, in order to observe our obligations toward the client.

12.2 If we pass on items that are received from our suppliers, or utilise the services of a third party during the execution of our contract, the liability and guarantee stipulations of the mentioned third party will apply explicitly. We will inform the client, at their request, regarding the stipulations that apply. The client can never declare us liable for an additional guarantee or for accountability that surpasses that provided by the third party in question.

13. Complaints

13.1 The client should inspect the items immediately after delivery for any defects that are visible right off the bat. Without prejudice to that stipulated in Article 5 of these General Terms and Conditions, in terms of risk with the transfer of items delivered, the client will submit any complaints concerning defects that are visible right off the bat, within 8 days after delivery, by way of registered mail. The client must provide an accurate statement regarding the nature and grounds of the defect(s), the complaint and the relevant invoice.

13.2 Unless the defects can, based on the norms of reasonableness and fairness, only be established after the indicated complaint term, our liability will terminate, if the client fails to observe that indicated in the previous section of this article. If a defect can only be established, based on the norms of reasonableness and fairness, after the complaint term indicated in section 1 of this article, the client must, in any event, complain in the manner indicated in section 1, within 36 hours after the defect is established, subject to termination of any right as intended in this article.

13.3 Complaints will not give the client the right to suspend their payment obligations.

13.4 Every partial delivery will be considered an individual delivery, within the scope of this article.

13.5 The possibility to submit a complaint, as intended in this article, expires within three months of the date of invoice.

13.6. We will do everything in our power to solve a complaint, if adequately founded. This can, always at our own discretion, occur by means of repairs or mending, compensation, or in any other way.

14. Maintenance or aftercare

We will only provide maintenance or aftercare if agreed to in writing.

15. Liability and indemnification

15.1 We will never be liable for any indirect damage incurred by the client or by a third party, including consequential damage, business losses, delay damages, loss of profit or injury, any processing costs incurred in vain, or any (other) indirect damage, regardless of the cause or the party who incurred the damage.

15.2 Our liability is limited, per agreement, to the relevant contract sum, excluding VAT.

15.3 The client safeguards us from all third party claims, regardless of the basis on which these claims are made, in terms of compensation for damage, costs and / or interest charges, caused by, incurred with, or related to the items delivered by us or the execution of tasks, in any way.

16 Force majeure

16.1 We will be entitled to suspend our commitments for the duration of the force majeure period, in the event of temporary force majeure.

16.2 In the event of long-term force majeure, we will be entitled to full or partial dissolution of the agreement.

16.3 The client will not be entitled to any compensation, in the event of temporary or long-term force majeure.

16.4 In the event of temporary or long-term force majeure, we will be entitled to invoice for that which was already delivered or that needs to be delivered, separately, and the client is subsequently obliged to make payment, if it concerns an individual agreement.

16.5 Under force majeure is understood every circumstance that we are unable to influence, and that results in us being unable to observe our obligations toward the client, partially, or in full, or as a result of which observance cannot be reasonably expected from us, regardless of whether the circumstances could be anticipated at the time when the agreement was concluded.

Included under these circumstances are, amongst other things: state of war and martial law; civil war; rebellion; mobilisation; employee strikes, regardless of the nature; unexpected operational disturbances; sudden excessive illness amongst personnel; un-timely or inadequate supply of raw materials and auxiliary materials, end products and packaging materials; obstructive or limiting government directives or legal verdicts; refusal or delay of an import permit or other required form of permission from the government; obstruction of importing or exporting by governments or third parties; fire; frost; earthquakes and floods.

17. Suspension and dissolution

17.1 If the client does not comply with their commitments, or fails to comply with their commitments adequately, or on time, based on any agreement with us, as well as in the event of suspension of payment, bankruptcy, shutdown or liquidation of the client’s company, we will be entitled to the following, without a default notice or legal intervention being required: – suspension of the execution of the agreement and the agreements directly associated with it, until payment has been adequately ensured; and / or – dissolution of the agreement and the agreements directly associated with it; without prejudice to any of our rights, regardless of the agreement to which they apply, with the client, and without being liable for any form of compensation on our end.

18. Disputes

18.1 Dutch law will apply to the General Terms and Conditions, and to any agreements entered into. The ‘Uniform Law on International Sale of Goods, ULIS’, the ‘Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods’ and the ‘The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980)’ as well as any other current or future international arrangement regarding the sale of goods, to which applicability can be excluded by the parties, is explicitly excluded in this regard.

18.2 For as far as the Law allows for it, all disputes will be submitted to the judge with jurisdiction in The Hague.