Article 1 – General
All offers made to and agreements concluded with third parties, hereinafter referred to as: the client, are exclusively governed by these terms and conditions.
Article 2 – Offers
All our quotations are without obligation, unless they include a deadline for acceptance. If a quotation includes a non-binding offer which is accepted, we have the right to revoke the offer within 5 working days after the day of receipt.
Article 3 – Delivery
Unless expressly agreed otherwise, delivery times quoted by us shall not be regarded as deadlines. In the event of late delivery, we must consequently be declared in default in writing by the client, and we must be given a reasonable period of time to still effect the delivery. Unless stipulated otherwise in the agreement, the costs of transport from the client to us and from us to the client are for the client’s account.
Article 4 – Retention of title
Goods are transferred under the suspensive condition of payment by the client of the full agreed purchase price (or any other agreed financial consideration), including payment of the amount owed by the client on account of failure to fulfil its payment obligations (or other agreed obligations). If the client fails to (timely) fulfil its payment obligations as mentioned under article 7 of these terms and conditions, the goods shall remain our property and we shall be entitled to take back the delivered goods, without prejudice to our arrangements on compensation from the client on account of its attributable failure to perform the agreement.
Article 5 – Liability
a. Damage to the delivered good caused by an act and/or omission attributable to us shall be eligible for compensation by us. We cannot be held accountable in any way whatsoever for any damage suffered by the client and/or third parties as a result of a non-attributable shortcoming (force majeure), including:
1. non-delivery, incorrect delivery or late delivery by our suppliers;
2. sickness of staff;
3. defects in auxiliary or transport equipment;
6. traffic restrictions;
7. government measures;
8. war or other disturbances.
Only in the event of intent or gross negligence shall we be liable for damage caused by us or by persons or resources used by us in the performance of the agreement. With respect to any advice provided by us, which is provided to the best of our knowledge, the client may not claim any compensation.
b. Product liability.
If we are to be regarded as the producer (within the meaning of Book 6, articles 185 and 187 of the Dutch Civil Code), we shall only be liable for damage caused by a defect in the product: a.) resulting in death or bodily injury or b.) caused by the product to another item that is normally intended for private use or consumption and has also been used or consumed mainly for private purposes by the injured party, in which case the damage must amount to a minimum of € 750.00 in order to be eligible for compensation by us.
We are not liable for damage caused by a defect in our product, if:
A. we did not put the product into circulation;
B. it is plausible, given the circumstances, that the defect which caused the damage did not exist at the time when we put the product into circulation, or that this defect occurred at a later time;
C. the product has not been manufactured or distributed by us for sale or for any other form of distribution with an economic purpose, nor has it been manufactured or distributed in the course of the performance of our profession or business;
D. the defect is due to the fact that the product complies with mandatory government regulations;
E. due to the state of scientific and technical knowledge at the time we put the product into circulation it was not possible to discover the existence of the defect;
F. the defect is due to the design of the product of which the raw material or the part produced by us is a component, or is due to the instructions provided by the manufacturer of the product.
Our liability will be reduced or cancelled while taking into account all circumstances, if the damage is caused both by a defect in the product and by the fault of the injured party or a person for whom the injured party is liable.
c. We are not liable for any other damage suffered by the client and/or third parties other than the damage mentioned above, not even for consequential damage of any nature whatsoever, except in the case of intent or gross negligence on our part.
Under no circumstances shall we be liable other than for compensation of the invoice value of the goods delivered as a result of which the client has suffered damage. The client indemnifies us against claims by third parties for compensation of damage on the basis of liability for any reason whatsoever.
Article 6 – Complaints
- We must be notified in writing of any complaints about goods delivered by us no later than five working days after delivery by us, and at all times immediately after detection of the alleged defects.
- Complaints relating to goods submitted after the period referred to under 1. and complaints relating to goods that have been used, processed or altered by the client will not be accepted.
- If the complaint is found to be valid, the compensation consists of either the delivery of replacement goods at no extra cost, or reimbursement of the invoice value of the goods, which is at our discretion.
- The provisions of this article with respect to complaints do not affect the provisions of article 5 concerning our liability.
Article 7 -Payment
Payment must be made within a period of 30 days after the invoice date. The client shall be in default by operation of law in the event of non-payment or incomplete payment within this period.
If payment has not been received (in full) by us within this period, the client shall, even without notice of default:
- owe, from the due date of the invoice, an interest of 3% per month on the outstanding invoice amount;
- owe us all costs to be incurred by us in order to collect the claim, both judicial and extrajudicial. The extrajudicial costs will be calculated in accordance with the Calculation Schedule for Lawyer’s Invoices;
- owe an interest of 3% per month on overdue interest, after a period of one year during which this interest is owed by the client.
- Every payment made by the client will first be used to settle costs and then interest, and subsequently to pay the longest outstanding due and payable invoices, even if the client states that the payment relates to another invoice.
- Payment must be made in cash at our address or to a bank or giro account designated by us for that purpose.
- Without our express written consent, the client is not permitted to offset or suspend his payment obligation to us in any way whatsoever.
- We are at all times, even after an agreement has been concluded, entitled to demand (further) security for the proper fulfilment of the obligations by the client. If such security is not provided, we are entitled to regard the agreement(s) entered into with the client as dissolved without being obliged to pay compensation or, at our discretion, to suspend the performance of the agreement until such security has been provided.
Article 8 – Risk
- From the moment the goods have been delivered by us, they are at the client’s risk. If the goods are finished and ready and/or in storage with us, they are at the client’s risk, unless the non-delivery of the goods can be attributed to us.
- If, upon delivery of goods, it appears that they have been damaged, the client is obliged, before taking receipt of these goods, to have the carrier draw up a damage report, failing which no liability whatsoever on our part can be accepted.
Article 9 – Applicable law
With due observance of the provisions of these general terms and conditions, and without prejudice to these provisions, all our agreements are exclusively governed by Dutch law, applicable to the kingdom within Europe.
Article 10 – Dispute settlement
All disputes arising from or related to an agreement as referred to in these terms and conditions as well as arising from or related to agreements resulting from such an agreement shall be submitted to and assessed by the competent court of Almelo, unless we prefer to bring the dispute before the competent court of the place where the client has its registered office or place of residence. These terms and conditions may be deviated from only if and to the extent explicitly agreed with the client in writing.