General Terms of BusinessThe following terms of services and sales are valid for all our transactions.
§ 1 General conditions, Area of Validity
1. Our terms of sale apply to all present and future business relationships.
2. The conditions of sale shall be valid only for businesses (hereinafter referred to as ‘Customer’). A business in the sense of the conditions of sale is a natural or legal entity or unincorporated firm or partnership having legal capacity, with whom business relationship are entered into and which practice a commercial or independent professional activity.
3. Our conditions of sale shall apply exclusively; we shall not accept deviating or contrary general business conditions of Customer unless we have expressly agreed in writing to their validity. Our conditions of sale shall also be valid when we perform delivery unreservedly in knowledge of conditions of the purchaser that are contrary to or that deviate from our conditions of sale.
§ 2 Conclusion of the contract
1. Our quotes are non-binding. We reserve the right to make technical changes as well as changes in form, colour and/or weight, within the bounds of what is reasonable.
2. Should the order be qualified as a quote according to Civil Law Code, we can accept this within 2 weeks. The acceptance can be declared either in writing or by delivery of the commodity to Customer. Our quotes shall be valid for 30 days unless expressly agreed otherwise.
3. Recommendations or suggestions from our employees regarding the performance of our products are given on the basis of our own experience. They are however nonbinding and do not relieve the Purchaser of his own responsibility to undertake inspections and trials. We shall assume no liability for the suitability of the commodity supplied by us for the prospective purposes of Customer.
4. All property and copyrights on illustrations, drawings, calculations and other documents are reserved by us; they may not be made available to third parties. This applies particularly to such written documents that are described as "confidential". Before their passing on to third parties Customer requires our express written consent.
5. The conclusion of the contract shall be contingent upon correct and timely delivery from our suppliers. This reservation shall apply only if we are not responsible for non-delivery, and in particular if we have entered into a contract of identical coverage with our supplier. Customer shall be informed immediately of the unavailability of performance. Following consultation with Customer, service in return shall either be performed immediately or the unavailable materials shall be supplied at a later time.
6. Customer’s ability to meet financial obligations is a prerequisite for each confirmation of order given by us. We are entitled to demand confirmation of the creditworthiness of Customer.
7. We are additionally entitled to require a security from Customer at or following conclusion of the contract that shall cover both the payments and the ensuing obligations.
§ 3 Prices and terms of payment
1. Unless otherwise stated in our order confirmation, our prices shall apply “ex works” in euros and in accordance with the valid price list. Possible assembly and installation works are not included in the price and any such expenses shall be compensated by Customer, if not agreed otherwise.
2. Our prices do not contain statutory Sales Tax; the statutory amount of this is shown separately in the invoice on the day of invoicing.
3. We reserve the right to modify our prices accordingly, if following the conclusion of the contract cost reductions or increases take place within a reasonable period up until delivery, in particular due to wage settlements, materials price changes or changes in transport costs. We shall furnish proof of such at Customer's request.
4. Unless otherwise stipulated in the order confirmation, the purchase price is net (without deductions) and payment in cash is due upon delivery or within 21 days of invoice date. Should Customer fall into arrears of payment we shall be entitled to levy interest from the date concerned at a rate of eight percentage points above the respective base lending rate. In the event that we are able to prove further damages caused by delay, we shall be entitled to claim the higher amount. Customer shall, however, be entitled to prove to us that no or considerably less damage has been caused as a result of the default in payment.
5. Irrespective of any terms or conditions of Customer to the contrary, we shall be entitled to offset payments against older debts of Customer. If costs and interest have accrued, we shall be entitled to offset the payment first against the costs, then against the interest, and finally against the principal performance.
6. Customer shall be entitled to offset any counterclaims only if his counterclaims are determined to be legally valid or are indisputable. Customer can exercise a right of lien only if his counterclaim is based on the same contractual relationship.
§ 4 Delivery
1. The start of the delivery time stipulated by us shall require prior clarification of all technical questions. Binding delivery time conditions must be indicated expressly as such in writing. Compliance with our delivery obligations is predicated upon the timely and orderly performance of the commitments of Customer. The exception of non-performance shall remain reserved.
2. The delivery period is considered met if, prior to its expiry, the delivery article has left the factory, or if its readiness for shipping has been communicated. Partial deliveries are permissible.
3. Should Customer come into acceptance delay or should he culpably violate other obligations to cooperate we shall have the right to make claims for any damage caused to us, including possible additional expenses. Further claims shall remain reserved.
4. Should the conditions of (3) apply, the risk of accidental loss of the commodity or accidental deterioration of the commodity shall be transferred to Customer at the time that he has entered into delay of acceptance or into default.
5. As provided for by law we are liable if any delay in delivery for which we can be held responsible is based on culpable injury to an essential contractual obligation; in this case however the liability for damages is limited to foreseeable and typically occurring damages.
6. If performance is prevented totally or in part by force majeure, the vendor shall be entitled to postpone delivery, if it is not entirely feasible to withdraw from the contract, and to demand remuneration only for the contractually kept part, without having to pay damages.
7. By force majeure one understands all circumstances independent of the will of the vendor, which the parties to the contract could not reasonably foresee and which permanently or temporarily prevent the fulfilment of performance, such as war, risk of war, civil war, riots, labour disputes, in particular strikes and lockouts, as well as transport difficulties, fire or serious disturbances in the enterprise of the vendor or his suppliers.
§ 5 Transfer of risk
1. If not otherwise stated in the order confirmation, delivery is “ex works”.
2. The risk of accidental loss and accidental deterioration of the commodity passes upon transfer of the commodity to Customer; with a contract of sale involving the carriage of goods it passes with the distribution of the commodity to the forwarding agent, carrier or institute or other person or body designated to dispatch the commodity on to Customer. Should Customer use his own means of transport the risk is transferred to Customer when the commodity is taken from and/or leaves our factory. Customer bears the cost of so dispatching the commodity.
3. If dispatch takes place at the request of Customer the delivery is to be insured by transportation insurance, the costs of which are to be borne by Customer.
§ 6 Warranty
1. We shall honour our warranty for defects in the commodity through either rework or replacement, at our discretion.
2. To enable us to carry out the rework or replacement we deem necessary in our fair judgement, Customer must provide us with the required time and opportunity. Otherwise we shall be released from this liability. Only in urgent cases of danger to operational safety, and to prevent disproportionate damage, shall Customer have the right to carry out the repair himself or to have it repaired by a third party, and to charge the necessary costs to us.
In these cases Customer is obliged to inform us immediately. Customer is entitled to the same rights should we be delayed in the remediation of the defect.
3. If the supplementary performance fails, Customer may, at his own discretion, choose a reduction in payment (purchase price) or cancel the contract (revocation). In the case however of a mere minor contractual breach and, in particular, in the case of merely minor defects, Customer has no right of revocation.
4. Customer is obliged to examine the commodity for defects immediately after receipt and duly register any complaints, in accordance with Commercial Code. He must report obvious defects in writing to us within one week from receipt of the commodity, and hidden defects within one week after discovery; otherwise the asserting of the warranty claim shall not be possible. Timely mailing shall be sufficient for meeting the deadline. Customer shall bear the full burden of proof for all prerequisites for claim, notably for the defect itself and the time of identifying the defect, and shall be responsible for the timeliness of the complaint.
5. Defects or damages to the commodity and/or the packing, which are visible upon receipt of the delivery, must be reported immediately by Customer on the invoice and/or shipping papers. Otherwise these notices of defects will not be processed.
6. Should Customer choose to cancel the contract because of a defect of title or material after an abortive supplementary performance, he shall not be entitled to any further claim for damages owing to the defect. Should Customer choose payment of damages after an abortive supplementary performance, the commodity remains with Customer, if this is reasonable to him. The payment of damages is limited to the difference between the purchase price and the value of the defective commodity. This shall not apply if we have caused the contractual violation through deceit.
7. The warranty period is for one year, starting from the delivery of the commodity. This shall not apply should we be guilty of fraudulent intent.
8. For as long as the inspection of the commodity that can be performed by us shall last, Customer must keep the commodity or send it to us on our request. Customer shall bear the cost of the inspection and transport costs if it is determined that we did not cause the defect.
9. We shall assume no liability for defects that result from wrongful assembly or inappropriate handling. The product operating instructions and technical information can be viewed at our Website. These can be sent to Customer on his request.
§ 7 Limitations on liability
1. In the case of slightly negligent breaches of our commitments, our liability shall be limited to foreseeable, direct, average damage as per standard contract provisions. This shall also apply to breaches of contractual obligations by our legal representatives or vicarious agents caused by slight negligence on their part. We shall not be liable for slightly negligent breaches of non-material contractual obligations.
2. The above limitations on liability do not affect any claims of Customer under product liability laws. Moreover, the limitations on liability do not apply in the event of any bodily injury, injury to Customer's health, or death for which we can be held culpable.
§ 8 Reservation of title
1. We retain title to all goods sold until all payments due under the terms of the delivery contract have been made in full. In the case of behaviour on the part of Customer contrary to the terms of the contract, in particular delay of payment, we are entitled to take back the object of sale. Our recovery of the commodity shall not be deemed to be a withdrawal from the contract unless we have expressly declared such a withdrawal in writing. Our seizure of the commodity shall represent a withdrawal from the contract. We shall be entitled to utilisation of the commodity following seizure; the proceeds from utilisation, less appropriate utilisation costs, are to be offset against the liabilities of Customer.
2. Customer is obliged to handle the commodity with care; he is particularly obliged to insure this at his own expense against damages from fire, water and theft at a level corresponding to the original value; and should maintenance and inspection work be necessary he must carry this out at his own expense.
3. In the case of seizure of goods or other interventions by a third party the purchaser must inform us immediately in writing, to permit us to commence legal action in accordance with Civil Code of Procedure. Insofar as the third party is not in a position to reimburse us for the judicial and extra-judicial costs of an action pursuant to Civil Code of Procedure, Customer shall be liable for the losses incurred.
4. Customer shall be entitled to resell the commodity in the normal course of business; however, Customer hereby assigns to us all claims up to the final invoice amount (including sales tax) of our claim that accrue to Customer from the resale vis-à-vis the purchaser or third parties, regardless of whether the commodity has been resold with or without further processing. Customer shall remain entitled to collect this claim even following the assignment. Our authorization to collect the claim ourselves shall remain unaffected. However, we undertake to refrain from collecting the claim as long as Customer meets the payment obligations from the revenues collected, is not in delay of payment, and especially if no insolvency proceedings have been initiated or no suspension of payments exists. Should this be the case, we can request that the purchaser disclose to us the assigned claims and their debtors, provide all information necessary for the collection, hand over all pertinent documents, and notify the debtors (third parties) of the assignment.
5. The processing or transforming of the commodity by Customer shall always be done for us. Should the commodity be processed together with other objects not owned by us, we shall acquire co-ownership of the new object in proportion of the value of our commodity (total invoice value including sales tax) to the other processed objects at the time of processing. The same shall apply to the commodity resulting from processing as to the commodity subject to retention of title.
6. Should the commodity be inseparably mixed with other objects not owned by us, we shall acquire co-ownership of the new commodity in proportion to the value of our commodity (total invoice value including sales tax) to the other mixed objects at the time of mixing. Should mixing happen in a way that Customer’s commodity is to be considered the main part, it shall be agreed that Customer transfers co-ownership to us proportionately.
Customer shall store for us the sole-ownership or co-ownership goods so arising.
7. We are obliged to release the collateral held by us on the request of Customer if the realisable value of the collateral exceeds by more than 10 % the claims to be secured; the choice of securities to be released will be ours.
§ 9 Data Protection
1. Personal data shall be stored by us in a manner compliant with data protection laws.
2. Customer expressly agrees with the collection, processing and use of his personal data. He shall have the right to revoke such consent with effect for the future at any time.
§ 10 Final provisions
1. The General Terms of Business shall have precedence. The law of the Netherlands shall apply. The United Nations Conventions on Contracts for the International Sale of Goods shall also apply.
2. If Customer is a merchant, a legal entity governed by public law, or a special fund governed by public law, the courts at our business location shall have exclusive jurisdiction for any disputes arising from this contract. The same shall apply if there is no general place of venue for Customer in The Netherlands or within the EU or if Customer’s residence or general abode is not known at the time the suit is filed against Customer. We are however entitled to file an action against Customer at his place of residence or registered place of business.
3. If not otherwise stated in the order confirmation, our seat of business shall be the place of fulfilment.
GTB- Terms and Conditions of Sales and Delivery / KvK number (‚Chamber of Commerce No.’): 17089878
This is a translation. Should there appear to be an error in translation or a dispute about the interpretation of a term, based on a difference between this translation and the original GTB, the original GTB shall apply.
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