General and Delivery Conditions (ENG)

1. General

The following terms of delivery form part of all our offers and also of every transaction concluded with us, unless both parties have expressly and in writing deviated from them. A reference by the purchaser to its own purchasing conditions is not accepted by us, unless the contrary has been confirmed by us in writing in advance.

2. Offers

All our offers are always without obligation. 

Transactions shall only be binding on us if confirmed by us in writing or from the time at which we commence their execution; this shall also apply in particular to offers and commitments made by our representatives or other persons in our service, as well as to agreements made by them.

3. Dimensions, drawings and images and technical data

The dimensions, weights and technical data stated in our offers, catalogues, stock lists, price lists, circulars and other material, as well as the drawings and images shown therein, are only approximate and are without obligation, unless a written guarantee is given by us. The copyrights on images, drawings, diagrams and designs provided by us, as well as in general on what is published by us, belong exclusively to us - regardless of whether or not costs have been charged for this. 

4. Prices 

The prices quoted by us are without obligation in that they are based on the factory prices, foreign currency rates, import duties and similar levies, insurance rates, freight, taxes, margin schemes and other such factors applicable at that time. 

If one or more of the aforementioned factors change before delivery has taken place, we are entitled to adjust the stated price in a fair manner, at our discretion, in which case our buyer is entitled to terminate the agreement. Unless otherwise stated, our prices per piece are stated exclusive of sales tax and other government charges applicable to the sale and delivery. 

5. Delivery

All our deliveries within the Netherlands are made under the following condition:

“freight free delivery address”. For orders below an invoice amount (excluding VAT) to be determined by us from time to time, we reserve the right to charge freight costs and a cost surcharge will be calculated by us according to the surcharge rate applicable to us at the time of delivery. The goods to be delivered by us travel at the risk of our purchaser, which risk passes to the purchaser as soon as the goods have left our warehouses or, in the case of delivery on delivery by third parties, the factories or warehouses of these third parties. 

6. Packaging

Unless the goods are delivered by us in factory packaging for which our own supplier does not charge us separately, the packaging costs will be charged extra by us; packaging charged by us will be credited for the full amount provided that it is returned in good condition, carriage paid, within one month after the date of delivery. 

7. Delivery times

The delivery times stated by us are only approximate, unless a specific delivery period has been expressly guaranteed to us in writing. Apart from cases in which we have provided a guarantee in this regard, the subsequent delivery of the stated delivery period depends on our possibilities. In the event of force majeure and other circumstances of such a nature that we cannot reasonably be expected to fulfil the transaction - including the case in which we cannot be expected to do so by our own suppliers - including the case in which we are not enabled to deliver by our own suppliers - the delivery period will be extended by a period equal to that of the duration of those circumstances. Except in the event of gross negligence on our part, exceeding the delivery period does not entitle the purchaser to cancel the transaction in whole or in part, nor to compensation. If delivery has not taken place within 6 months after the transaction was concluded, we ourselves and the place where the purchase was made have the right to cancel it. That right also exists if the transaction has already been partially carried out. We are authorized to deliver an order in its entirety or in parts. If we deliver in parts, we are nevertheless authorized to request payment per invoice, relating to a partial delivery, in accordance with the applicable payment conditions. Without prejudice to the foregoing under 7, it applies to transactions on call that the purchased goods are distributed as much as possible in equal quantities and terms over the time that has been set for the purchase. If this does not happen, the purchaser is in default without any reminder or notice of default from us being required, which gives us an authority, described below under 8. 

8. Purchaser obligations

In the event of unexpected failure by the purchaser to meet his obligations, including the event that he refuses to accept delivery or has not made a payment at the agreed time, we will always be entitled, without a reminder or notice of default being required, to declare the transaction dissolved, without judicial intervention being required, without prejudice to our claim for compensation. 

Furthermore, in that case we are entitled to invoke the non-arrival as fulfillment of a condition precedent, meaning that the transaction is terminated in the event of non-arrival. The purchaser is not entitled to the latter. Furthermore, we are then also entitled to cancel all other transactions ongoing with the purchaser concerned, insofar as they have not yet been executed, under the same conditions; each cancellation always results in the enforceability of all that is owed to us. 

9. Payment

Payment of invoice days must always be made within 14 days after the invoice date, either at our office or on one of our giro or bank accounts. We are also authorised to dispose by bill of exchange. Payments in other ways, in particular by handing over to our employees, are only valid after written confirmation from us. Unless expressly agreed otherwise in writing by us with the customers, a payment from the customers will be used and booked by us as a reduction of or as payment of the oldest expired invoice(s), with the understanding that we always have the authority to reduce payments from or consider them as payment of (an) outstanding invoice(s) at our discretion. Only if this is expressly stated on the invoice can our customers qualify for a discount for cash payment; if such a discount is permitted, it will only be enjoyed if the term stated therein is strictly adhered to. In the event of late payment of invoice amounts in full or in part, the purchaser shall owe interest of a maximum of 1.5% per month, notwithstanding the provisions under 8; we shall also be entitled to suspend the delivery of goods belonging to the relevant or other transactions. If, in the event of late payments, we deem it necessary to hand over our claim(s) for collection to third parties, we shall notify the purchaser thereof in writing; as a rule, we shall set a term to be determined by us within which the purchaser must still fulfil his obligations, unless in a specific case immediate collection measures are deemed necessary. If we decide to take collection measures, the associated costs shall be borne in full by the purchaser; at our discretion, we may charge him for all actual costs for which we ourselves are charged, or for an amount equal to 15% calculated on the amount owed to us. We reserve the right to demand security at any time for timely payment with a view to both deliveries already made and deliveries yet to be made, which security may, at our discretion, take the form of advance payment, bank guarantee, mortgage, pledge or surety. 

We are also authorised, in cases which we deem appropriate, to deliver only by cash on delivery or, in the future, only by cash on delivery, to the extent necessary in deviation from agreements made. 

10. Retention of title

The ownership of the goods delivered by us will only be transferred to the purchaser when he has fully complied with all his obligations towards us, of whatever nature, under and in respect of the transaction (including any obligation to pay damages). If the purchaser has delivered the goods on, which he is permitted to do in the context of his normal business operations, the purchaser of our purchaser will become an encumbrancer of the goods with respect to us; our purchaser is obliged to make a reservation to that effect known upon the delivery on. The encumbrancer must, upon our first request, indicate the location where the goods in question are stored and enable us to take back the goods. Goods delivered by us, in respect of which we are the owner, may not be pledged by our purchaser, and no other right may be granted to third parties in respect thereof. 

If our customer unexpectedly fails to meet one of his obligations or fails to do so in a timely manner, we are entitled to reclaim the goods which we have delivered to the customer as our property, whereby the transaction on the basis of which we have delivered those goods to our customer is deemed to have been dissolved; we also have this authority to the extent that the goods are located with a third party as a result of onward delivery.

In the event of any return of goods as referred to above, our purchaser will be credited by us for the value that, in our opinion, should be attributed to the goods, reduced by all costs incurred in connection with the return, without prejudice to our right to compensation for the costs and damages incurred by us as a result. 

11. Material defects; manufacturer's warranties

We ourselves never accept any further obligations or provide any guarantees than the obligation to (at our discretion) replace, credit or repair the delivered product, which contains material defects. We cannot be held liable for compensation for any damage, of whatever nature, if goods have been delivered under any manufacturer's or importer's guarantee; the handling of a claim under the guarantee is in this case entirely at the discretion of the manufacturer or importer concerned. Our purchaser indemnifies us against all damage, costs and interest that may arise for us as a result of claims by third parties in connection with the goods delivered by us. Defects that become apparent after 1 year has elapsed after delivery have taken place fall outside the above arrangement; any right of the purchaser in this regard will then lapse. 

12. Complaints and returns of goods

Without prejudice to the provisions hereinafter, our purchaser is obliged to check the goods for conformity with the order given immediately after delivery on our part, regardless of the place where the goods are delivered in accordance with the order. In the event of complaints, the goods delivered by us will only be collected or taken back after prior consultation with one of our sales employees; the above also applies if we agree that goods are returned for repair, without there being any complaint. If the complaint concerns incorrectly delivered or packaged goods, which were delivered damaged, the complaint must be submitted to us by the purchaser in writing, sealed with the relevant packing slip and/or invoice, no later than the 14th day after the day of delivery; a complaint is only valid if the packaging is still in its original condition. If goods have been assembled or processed by the purchaser, complaints - regardless of the grounds, including the case of incorrect delivery - are no longer permitted, even if they are submitted after the expiry of the said term, complaints and complaints submitted after the expiry of the said term will not be accepted. Only complaints made immediately upon delivery of goods collected from our warehouse will be processed. Unpackaged goods, if damaged upon delivery, must be refused by the purchaser. If goods delivered under a factory or importer's warranty are returned for assessment of the warranty by the manufacturer or importer concerned, any costs that may be incurred by us in doing so may be charged to the purchaser. If goods are returned to our reputation without a complaint being made, these goods will continue to be regarded as having been delivered to the purchaser with all associated consequences, while the (possible) costs of repair and transport will be charged to the purchaser. 

In cases, at our sole discretion, goods delivered by us may be returned and credited for reasons other than those stated above, provided that the date of delivery is not older than 30 days, the goods are still in their original condition and packaging and are part of our stock range; therefore, goods ordered especially for our customer will not be returned under any circumstances. If one of the cases referred to here occurs, we will charge the customer for so-called credit costs, which consist of 3% per shipment with a minimum of €15 (whereby the amount is rounded down to a multiple of €5), with the understanding that for devices with a value of more than €500, a fixed amount of €24 per device will be charged. One amount will be charged with the description “credit costs” (including freight and administration costs). Submitting complaints does not release the customer from payment in accordance with the invoice. The provisions set out below under 12 do not affect the other provisions of these general terms and conditions of delivery. 

13. Competent Court; Applicable Law 

Disputes that may unexpectedly arise between buyers and us, will be settled at our discretion by the competent court in Utrecht or the competent court of the place where the buyer has his domicile, except of course for the mandatory law of the law. Dutch law applies to all our offers, agreements, etc.