1. General Conditions
Unless other arrangements are specifically confirmed in writing by us, the business relationships between us and our customers shall be exclusively subject to the following GENERAL CONDITIONS, even if we do not expressly make reference to these in ongoing business relationships.
Our GENERAL CONDITIONS shall be deemed accepted no later than when delivery or any repairs by us are accepted. Unless otherwise expressly agreed in writing, the conditions of business of the customer, regardless of their content or designation, shall only apply to the extent that they do not deviate from our GENERAL CONDITIONS; this shall even apply if we do not specifically object to such customer´s conditions of business.
Offers by us are subject to change without notice. Technical details and descriptions of delivery items in offers for sale, prospectuses and other information material shall not be binding. Orders, requests for repair, contracts, amendments or additions to contracts and any other arrangements or statements, including warranties as to quality, shall only be binding on us if we have expressly confirmed this in writing.
Any amendments to these GENERAL CONDITIONS and/or to any provisions contained in the contract shall be made in writing.
Should individual stipulations in these GENERAL CONDITIONS or provisions of the agreement be invalid, this shall not affect the validity of the other stipulations. If a provisions is invalid of unenforceable owing to any stipulation providing for a specific quantity or time (date or deadline), then the legally permissible quantity shall be deemed to be agreed on that is coming as close as possible to the invalid stipulation.
Unless otherwise stipulated, the place of performance for all financial and other obligations shall be the location of the company´s registered office. Place of performance for deliveries shall be the place from where the goods are dispatched.
The exclusive place of jurisdiction for all legal disputes shall be The Hague, The Netherlands.
2. Delivery, Passing of Risk, Default
The scope of our obligation to deliver is set out exclusively in our written offer and/or written confirmation of an order.
We shall endeavour to meet the delivery dates and/or deadlines stated. However, unless as specific written guarantee is given, the delivery dates and/or deadlines states are only approximate and are in particular subject to goods being duly supplied in good time and in sufficient quantity by our suppliers, and to any material or information required from the customer being provided in good time. Dates for delivery stated in our confirmations of orders shall not be considered guaranteed. Unless otherwise agreed in writing, the period allowed for delivery shall begin when the confirmation of order is sent.
Partial deliveries shall be permitted and may be invoiced separately.
The time allowed for delivery shall be extended appropriately in the event of any exceptional circumstances outside our control or that of our suppliers or agents. If the circumstances are such that delivery is impossible or cannot be reasonably expected, then we shall be entitled to withdraw partially or entirely from the contract.
We shall be entitled to withdraw from the contract if the necessary permits are not granted in connection with transactions involving imports or exports.
We shall also be entitled to withdraw from the contract if, following its conclusion, facts become known which indicate that the customer is not sufficiently sound in financial terms and is not prepared to meet our request to make payment concurrently with our performance or to provide sufficient for our claims to payment.
Claims for damages for failure to delivery/provide the goods ordered, or for failure to do so in good time, shall be ruled out in circumstances as set out above.
If we delay in supplying goods ordered, then the customer shall be entitled to withdraw from the contract if a grace period of at least 4 weeks, of which notification shall be given in writing, expires without such delay being remedied. The customer shall only be entitled to withdraw from the contract if, at the same time as fixing the grace period, if gives notice that such a step shall be taken.
Any further claims, in particular claims for damages for non-performance or compensation for damages suffered due to any delay, shall be ruled out unless we acted with intent or through gross negligence. The same shall apply with regard to conventional penalties for late delivery.
If the customer delay in calling for, accepting or picking up the goods in question or is responsible for any delay in their dispatch or delivery, then we may, without affecting any additional claims we may have, withdraw from the contract with respect to any goods of which the customer did not take delivery; or store the goods at the customer´s risk and cost in our or third party´s warehouse, whereby the customer shall be charged ware housing costs of no less than 0,5% of the invoice value of the goods concerned for each week or part thereof the goods are stored; and/or after the expiry of a reasonable final deadline set by us, any goods of which the customer failed to take possession may be sold to a third party, in which event the customer may be held liable for any difference between the contractual price payable by the customer and the sum paid by such third party.
In this event, all risks of loss of or damage to the goods shall pass to the customer upon notification by us that we are ready to dispatch the goods ordered.
Unless otherwise stipulated in these GENERAL CONDITIONS and the written contract, the terms and definitions set out in the INCOTERMS 2011 shall apply with respect to clauses concerning costs.
In the case of all deliveries – even CIF, FOB or free to customer´s address or if the goods are picked up by the customer – transport – related risks shall pass to the customer as soon as the goods have left the respective premises or our warehouse or have been handed over the transportation, including transport by us or a forwarder or carrier at our production or storage site; this shall apply regardless of who is to bear the freight costs.
If, in exceptional circumstances resulting from possible doubts about who is to bear transport-related risks, claims are nevertheless asserted against us with regard to damage or loss during transport, the customer may only enforce such claims if, before paying the freight charges, he ensures that proper notice of damage and/or loss is given on the forwarding documents and invoices and that the damage is properly recorded, and if he notifies us or the transport firm(s) of such damage or loss within a preclusive period of 8 days following arrival of the goods at their destination or, in the event that the goods are not to be delivered, within 10 days following receipt of notification that they are ready for consignment and he keeps the goods together with their packaging available for inspection by us.
3. Prices, Terms of Payment, Security
Delivery shall be effected at the prices specified in the confirmation of order (plus VAT at the applicable rate if any). If no confirmation of an order is issued, then the prices specified on the invoice shall apply. The prices shall not include packaging costs and freight costs for delivery from our storage facilities.
In the event of any delay in payment, we may, notwithstanding any additional claims we may have, charge default interest no less than 3% above the discount rate of the “De Nederlandse Bank”.
All our claims shall be due and payable immediately if the customer delays in payment, violates other major obligations under the contract or these GENERAL CONDITIONS, or if we become aware of any facts or circumstances that may adversely affect the customer's creditworthiness, such as in particular the institution of composition or bankruptcy proceedings. In such a situation, we may withhold any deliveries that may be outstanding or make such deliveries conditional on payment effected in cash or on securities being provided. We may also require the customer in such cases to return any goods that are still unpaid and to bear all costs incurred in connection with the of such goods. However, this shall not constitute a withdrawal from the contract.
In the event of any delay in payment we may, after the expiry of a final deadline set by us at our reasonable discretion, withdraw from the contract and hold the customer liable for damages for non-performance.
The customer may not declare any set-off with respect to any claims against us, which have not been acknowledged by us or awarded to the customer in a final court ruling. Nor shall the customer have any right of retention with respect to such claims, in particular warranty claims.
4. Reservation of Title
Any goods supplied shall remain our property ("reserved goods") until full and final settlement of all claims which have arisen or will arise under the contract. If several claims exist on the basis of this contract, the reservation of title shall serve as security of payment of any outstanding balance even if individual deliveries of goods have already been paid for.
Notice of Defects, Warranty and Other Liability
To the extent that no special written or printed provisions, with overriding priority, concerning warranties, guarantees or liability exist or were agreed in writing in individual instances or with respect to individual areas of activity of our enterprise, the following shall apply:
The customer shall be obliged to carefully and fully examine every delivery without delay following receipt thereof. He shall give written notice of any defects apparent form such examination within 8 days of receipt of the goods. The entire consignment shall otherwise be deemed to have been accepted. If a defect is later revealed which was not apparent during the initial examination of the goods, then the customer may only assert claims in this respect within the warranty period. Notice of the defect shall in this case be given immediately. Otherwise the goods shall be deemed approved.
When giving notice of any defect, the customer shall give a detailed description of the defect concerned and shall in particular state how and under what circumstances the defect arose.
Our warranty shall cover the qualities of the goods specifically warranted in writing and their faultlessness as regards the materials and their processing according to the state of the art.
After the customer has returned goods to us with a notification of a defect – with the goods concerned being returned in the original or equally secure packaging-, we undertake, at our option, to either remedy and defect of which notice was properly and justifiably given, or to replace the defective component or article within an appropriate period of not normally less than 4 weeks or to reimburse the customer to the value of the defective article. The customer shall in these instances also bear to risks relating to the transport of goods sent to and returned by us. The customer shall only be entitled to return goods to us on the basis of our express prior written consent.
The customer shall only be entitled to cancel the contract or demand a reduction in price if we refuse to remedy defects or replace any articles, or if we fail to respond to the customer's justified complaint within an appropriate period of at least 3 weeks, or if the defect is not rectified within an appropriate period or the replacement article is also defective and proper notice thereof within the meaning of the paragraph (1) above is given by the customer. If the conditions set out in sentence 1 above are met, the customer may even then only cancel the contract if he cannot be reasonably expected to accept to accept the goods concerned at a reduced price.
In the event of a justified complaint, any costs for the transport of goods sent to and returned by us, as well as the cost of any labour and materials shall be borne by us.
For damage claims asserted by the customer irrespective on whatever legal basis, we shall in each case only be liable for damages which we or persons employed by us in the performance of our obligations have caused with intent or gross negligence, or for damages caused by ordinary negligence in failing to comply with obligations which are essential to the fulfilment of the contract (so-called "cardinal obligations") which the customer could expect to have been complied with. In such instances, the customer shall moreover only be entitled to compensation for so called "indirect" or "consequential" damage caused by defects to the extent that such damage was foreseeable by us when the contract was entered into or was borne in mind in our warranty respectively.
In terms of amount, our liability shall be restricted to ten times the contract value, bit no more than the maximum coverage specified in the confirmation of order.
5. Data Protection
Personal date received by us in connection with orders placed shall be processed and stored by us, companies affiliated to us and possibly also other firms acting on our behalf. Notification of such storage is hereby deemed to have been given.