Terms and conditions

Article 1 Applicability

1. These terms and conditions apply to all our offers and agreements, including the agreements on delivery of goods to our buyers.
2. Where in these general terms is spoken about 'buyer', the natural person or entity is ment with whom we have signed a (purchase) agreement, or the one who gave the order and will be delivered on whose behalf.
3. As provided in these Terms and Conditions shall be admissible only if the changes have been explicitly agreed in writing.
4. If the buyer also refers to (his) general conditions, the conditions of the buyer do not apply. Unless the terms of the buyer are not in conflict with these terms and conditions. Another stipulation in the terms of the buyer does not change that.
5. Where in these general terms is spoken of "supply (of goods)" is also understood to mean the provision of services and activities.

Article 2 Offers

1. All our offers must be seen as invitations to the potential buyer to make an offer. They bind us unless the offer itself expressly and unequivocally (in writing) to the contrary is provided. The order given to us counts as an offer, which only after written confirmation from our side (the orderconfimation) could be considered as accepted.
2. Of the bids made by us are part (particularly in terms of the previous paragraph): designs, drawings, models, samples, descriptions, images, etc, and any attachments and documents that relate to our offers. All this remains our property, as well as by us in this regard made tools and must be returned to us at our request and may not, without our express written permission be copied and / or provided to third parties. We also reserve the rights from the intellectual - and industrial property.
3. If the order to which our tender relates is not placed with us within three months after the day we did our bid, we can charge the costs associated with doing our quotation (also including the cost of making the tools in the previous paragraph) to the purchaser.

Article 3 Establishment Agreement

1. An agreement with us will only then be realized when we have accepted an order given to us, to be precise: from the moment we sent the order confirmation.
2. The buyer is in its order, in whatever form given to us, bound for a period of eight days after the date of the order. A buyer's statement that he wants to cancel or change his order, issued in these eight days, can not prevent an agreement based on the original order is made, if we have accepted the order/confirmed within this period of 8 days.
3. We assume that the order confirmation sent by us to the buyer gives the contents of the signed agreement completely and correctly. If the buyer believes that it is not, then he should let us know in writing within eight days after the date of our order confirmation,.
4. Any additional agreements and / or commitments made and / or done by our staff or on our behalf and / or made by other persons acting as representatives, bind us only if these agreements and / or commitments are confirmed in writing by our representation competent management.

Article 4 Prices

1. Our prices are excluding VAT and - unless expressly agreed otherwise in writing - excluding packaging, transport costs and other costs.
2. The prices stated in quotations, contracts and order confirmations are based on cost factors, such as exchange rates, producer prices and raw material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies, which at the time the agreement was concluded , were actual.
3. We reserve the right, as from the date when the agreement was concluded, but before the day of delivery, increases occur in one or more of the cost factors, to bring these increases to the buyer. We also reserve the right in such a case to terminate the agreement wholly or partially without judicial intervention. This right is also to the buyer, if we have the opnion within 3 months after the signing of the agreement that changes in the cost results in increase the price listed in the order confirmation. Does the purchaser make use of this right, he must invoke dissolution within 5 days of receipt of the notice from us by registered letter.

Article 5 Delivery and delivery deadlines

1. The delivery times stated by us are due on the day on which the agreement has been concluded, if all the data we need for the execution of the order are in our possession. The delivery times specified by us are not a deadline, unless otherwise agreed in the contract.
   • In late delivery we must be informed in writing.
   • In case the situation is different from the above and a fine for exceeding the delivery time is agreed, it is not owed if the exceeding of the delivery is due out in Article 10 of these general conditions mentioned cases of force majeure.
2. Unless the order confirmation proves the contrary, the delivery of goods takes place "free house" when the invoice amount is more than € 5,000, in words: FIVE THOUSAND EURO. Anything else is at the account and risk of the buyer. To a foreign buyer we deliver, if not agreed otherwise, “ex works”. Anything else is at the account and risk of the buyer. Export and customs clearance is provided by us, but are at the account of the buyer.
3. Unless the buyer provides shipping, the goods are sent by us in a favorable way, with forwarders choosed by us, for the account and risk of the buyer.
4. If a buyer requests to make the delivery of goods in other than the usual way, then we can invoice the associated costs to the buyer.
5. If the delivery takes place in parts, we are entitled to consider every delivery as a separate transaction.
6. The buyer should decrease the purchased goods within the agreed time. If not, then we are entitled to - at our discretion - to recover under the provisions of article 6:60 of the Dutch Civil Code, which the competent court will liberate us from our commitment to deliver the agreed goods or to demand payment of the purchase price of the part not taken without prior notice. If the buyer does not meet his payment obligations, we are entitled to declare the agreement dissolved without judicial intervention. If the buyer fails as described above, it is assumed that the goods have been delivered, and we will store this at expense and risk of the buyer, against reimbursement of any related costs.

Article 6 Complaints by buyer

1. The buyer is responsible for the accuracy and completeness of - and responsible for the information he has provided us.
2. The purchaser must consider where it relates to our offer, or what is part of it ex Article 2 paragraph 2, our provided data, measurements, color and such authenticity, consider the usual margins and with minor changes to the goods delivered by us. More particularly, this applies to deviations from the contracted quantity; here too the buyer must take the usual margins into account.
3. The goods supplied by us may, therefore, deviate from the description in the order if and when it comes to small differences in size, quantity differences and subordinates changes.
4. Complaints from the buyer, which relate to defects outwardly observed, must be brought to knowledge to us by the buyer within 8 days after delivery or within 8 days after the invoice date if the goods could not be supplied to the buyer. This must be done by registered letter containing a clear accurate description of the complaint and naming the bill, by which the goods were invoiced. Buyer must perform a careful and timely check.
5. Defects that were not apparent at the time of delivery, nor could appear in a careful and timely inspection, must be notified to us by the buyer within 8 days after the discovery of appearance of these defects are in the manner set out in paragraph 2.
6. Any claim by the buyer for defects in goods delivered by us, expire if:
   • the deficiencies are not notified to us within the prescribed periods in paragraph 2 and 3 and / or on the given method;
   • the buyer provides us no / inadequate cooperation in relation to an investigation into the merits of the complaints;
   • The buyer did not drafted the goods properly, handled, used, stored, or maintained under conditions or for purposes other than provided by us;
   • The application of the use of the goods in relation to which the allegations by the buyer continues;
   • the warranty has expired on the individual agreement or, if such a term is missing, complaints first raised after a period of more than 12 months since the delivery time has expired.
   • In disputes over the quality of the goods delivered by us a agency of good standing will be indicated by us doing a binding decision.

Article 7 Liability

1. Only if the warranty obligations in respect of goods delivered by us are not assumed by third parties (such as manufacturers), the buyer can contact us (warranty) to assert claims.
2. Our liability in such cases is limited to defects that are a result of manufacturing and material defects.
3. In case of claims we are, where the merits of claim, concerning the quality, is determined by us and for our liability exists as referred to in paragraph 1 only obliged to our discretion:
   • (free) repair of defects;
   • delivery of replacement goods or parts, after receipt of the defective goods or components;
   • refund of the purchase amount / crediting of the invoice sent to the buyer with dissolved without judicial intervention of the agreement, all as far as the purchase amount, the invoice and the agreement on the defective items relate;
   • pay compensation in agreement with the buyer in another form referred to above.
4. If the buyer enforced repairs and / or modifications to the goods without prior express and written permission any warranty obligation on our part expires.
5. Unless any of our obligations under the above, we shall never be obliged to pay any compensation to the buyer and others, unless there is intent or negligence on our part (by those who hold us liable to legal means to show).
   1. In particular, we are never liable for consequential loss or damage, direct or indirect damages, whatsoever profits and damages including downtime - suffered by the client, his subordinates and employed by or through him or a third party created by complete or partial ( re) deliveries of items, delayed or unsound delivery, or failure to deliver goods or the goods themselves.
6. The buyer is not entitled to return goods of which no claims are motivated. Should this occur without valid reasons, then all the costs related to the return are at the account of the buyer. We shall be free to store the goods at the expense and risk of the buyer.
7. The buyer is obliged to indemnify us against all claims that third parties could bring against us regarding the implementation of the agreement, as far as the law does not prevent the harm resulting from these claims and costs come to the expense of the buyer.

Article 8 Retention of security

1. Goods delivered by us remain our property until the full payment of all the buyer is due to us related to or arising from the goods delivered by us. If anything we deem necessary, we have the right to demand the buyer to fulfil his obligations.
2. The buyer is not entitled to pledge the outstanding issues, to settle possessory pledge or any other business or personal right for the benefit of a third party to settle.
3. Notwithstanding the foregoing provisions of this article, it is the buyer allowed to sell the goods to third parties, but only in the context of its normal operations. In that case, the buyer must transfer the funds to us or, if they are not sold for cash, the acquired assets to us.
4. If as a result of processing by the buyer our property resting on the goods delivered by us, is lost the buyer is obliged to establish a possessory lien for us on the business arose after the processing.
5. We are entitled at any time goods occurring under the buyer (or third parties), but we owned, to take among us, as soon as we can reasonably assume that there is a real risk that the buyer will not meet his obligations. The foregoing shall not affect the rights defined for us from the common law: in particular, we reserve the right to appeal the buyer after taking of goods for damages compensation.
6. The buyer is obliged to insure the risk of fire and theft in relation to the outstanding issues and to demonstrate this insurance at our request.

Article 9 Payment

1. Payment must be made in Dutch currency or euro, unless otherwise agreed, without any deduction or rebate cash on the spot where we are located or by transfer to a bank or giro account designated by us, in both cases immediately after delivery of the goods concerned or at least within 30 days after the invoice date, all unless explicitly agreed otherwise in writing. When paying by bank or giro the date of crediting of our bank accounts as the date of payment.
2. If the buyer does not proceed timely to (full) payment, he is in default without any further notice being required. In this case we have the right, as there is sufficient coherence with the fulfilling of the buyer, to suspend the fulfillment of all our agreements with the buyer, without prejudice to our rights arising from the ordinary law.
3. We are also entitled to all remaining supplies to be request cash payment for delivery of the goods, or to demand a guarantee for timely payment. Furthermore, we are entitled in that case to resolve the agreement without judicial intervention, which the buyer then has the obligation to return the goods delivered, or the obligation to undo the service provided by us in a different way, subject to our right to compensation. If the buyer stays in default with timely payment, he forfeits to us, or the credit insurer of the seller, without that any further notice from us is necessary, interest from the due date until the date of full payment at the statutory rate plus 4 % per year calculated on the unpaid amount, with interest immediately due and payable without further notice.
   1. All the collection of amounts invoiced costs involved (including the extrajudicial collection costs) shall be borne by the debtor. The extrajudicial costs are at least 15% of the principal with a minimum of € 50, - all excluding VAT.
   2. Moreover, all adverse effects of exchange rate loss or otherwise from late payment or non-payment arising on behalf of the buyer, even if the buyer according to existing provisions in his country has fulfilled his payment obligations, but circumstances or measures outside its control have the transfer taken place in for us negative way.
4. Payments accordance with article 6:44 Civil Code only reduced by the costs referred to in paragraph 3, then against the interest due and finally reduced on the capital sum and accrued interest.
5. If the financial position of the buyer after the conclusion of the agreement, but before the delivery of the goods perform to a substantial deterioration, we are entitled wholly or partially refrain from further performance of the contract, or to recover a change in payment terms.
6. The seller can transfer his claims under all transactions to a credit insurer to his choice.

Article 10 Force majeure

1. Force majeure is understood to mean any circumstance beyond our control in such that compliance with the agreement can not reasonably be demanded of us (not attributable shortcomings in compliance).
2. Force majeure means war, unrest and hostilities of any nature whatsoever, blockades, boycotts, natural disasters, epidemics, scarcity of raw materials, impediment and interruption of transport facilities, disruptions in our business, import and export restrictions or prohibitions, barriers causes by measures, laws or decisions of international, national and regional (government) bodies. If we can not, not properly or timely fullfil our delivery obligation by force majeure, we are entitled to consider the contract or the unfulfilled portion as dissolved or for a definite or indefinite period of time on. In case of force majeure, the buyer can not claim for damages.

Article 11 Applicable law

1. On the bids made by us and all agreements entered into by us only Dutch law is applicable.

Article 12 Dispute