Offer, applicability

These terms and conditions apply to all legal relationships between the parties arising from the present agreement, from any future agreements, or from any other basis, including the mere placement of an order by the buyer/hirer. Supplementary or deviating provisions to these general terms and conditions are only binding if we have agreed to them with the buyer/hirer in writing, and then only with respect to the agreement for which they were made. In all other respects, the following terms and conditions remain in force. Orders accepted by our intermediaries or employees shall only be considered accepted upon receipt of our written confirmation. The application of any general terms and conditions invoked by our counterparty is expressly rejected. We accept no liability for any damage arising from possible errors or incorrect information in quotations, offers or order confirmations. Unless the counterparty has expressly notified us in writing to the contrary, it is assumed that they fully agree to our terms and conditions of sale, delivery and payment. In the case of sales from stock, the invoice serves as the order confirmation.

Price

All stated prices apply to delivery ex-warehouse. Quotations are exclusive of VAT and any other levies imposed by government authorities. Changes in labour costs or in the costs of materials, insofar as these are directly used in connection with the agreed performance, and which occur more than three months after the conclusion of an agreement, may be passed on by us without any further surcharge. Any installation costs, assembly costs and other costs associated with delivery are not included in the price. Quoted prices are only binding where that intention is unmistakably clear. In all other cases, they serve as a non-binding price indication.

Delivery

Stated delivery periods and delivery times in offers, confirmations and/or contracts are provided to the best of our knowledge and will be observed as closely as possible, but are not binding. In principle, a delivery is deemed to have been completed once the goods have left our warehouse. A serious overrun of the delivery period or delivery time may entitle the buyer/hirer to claim damages of up to a maximum of the invoiced amount, exclusive of VAT, in respect of the agreed performance. However, the buyer/hirer shall not have the right to refuse the goods or payment thereof, nor to fully or partially dissolve the agreement.

Payment

Unless otherwise agreed in writing, invoicing may take place as soon as the performance to be delivered by the supplier has been completed, or as soon as the buyer is in default with acceptance. Payment must be made within 14 days of the invoice date, in the manner reasonably indicated by the supplier. Payment is only permitted without discount and without set-off, unless otherwise agreed in writing. From the due date, we are entitled to charge interest on the outstanding amount at a rate of 1% per month, commencing on the date on which the payment term has expired, whereby a part of a month is calculated as a full month, regardless of the immediate enforceability of the outstanding amount. We are also entitled, in addition to the purchase/rental price and the interest thereon, to recover from the buyer/hirer all reasonable costs of collection or legal proceedings, including all costs charged by external experts in addition to court-awarded costs. The supplier is entitled to determine these costs on a fixed basis
at 15% of the amount owed, with a minimum of € 250,-. In the event that we file for the buyer’s bankruptcy, the buyer shall owe, in addition to the principal sum, interest and extrajudicial costs, the costs of the bankruptcy petition as well. Should the buyer/hirer fail to meet their payment obligations on time, we shall be entitled to suspend or cancel any orders currently being processed for the buyer/hirer concerned, whilst any further deliveries will only be made
against cash payment.

Transfer of ownership, granting/transfer of rights

Goods delivered to the buyer shall remain our property, whether processed or unprocessed, and any rights to be granted or transferred shall remain reserved to us, even in the event of suspension of payments or bankruptcy, for as long as the buyer has not fully provided the consideration owed under the agreement concluded with us for the delivery of goods or related services. For as long as the hirer/buyer has not made full payment to us for all goods delivered, those goods remain at the expense and
risk of the hirer/buyer. The buyer shall not, as long as full payment to us has not taken place, be entitled to pledge or transfer ownership of the goods delivered by us. If the hirer/buyer fails to fulfil any obligation arising from the agreement concluded with us, we shall be entitled to reclaim the delivered goods, in which case the agreement shall be dissolved, even without judicial intervention, without prejudice to our right to compensation for damages, loss of profit and interest. The buyer/hirer waives all rights to dissolution of the agreement pursuant to Article 266 of Book 6 of the Dutch Civil Code or any other statutory provision.

(Transport) risk

All goods and materials travel at the buyer’s/hirer’s risk from the moment of dispatch from our warehouse, even if carriage-paid delivery has been agreed. The buyer/hirer is liable for all damage (such as transport damage, fire damage, water damage, theft or misappropriation) suffered by the goods during transit.

Warranty and liability

In respect of shortcomings occurring within a legal relationship to which these terms and conditions apply (including any tort), the supplier accepts only a limited liability and warranty obligation, as follows: a. Liability for shortcomings is limited to financial loss resulting from death, personal injury or diminution in value due to damage to property, up to a maximum of the invoice amount agreed between us and the buyer/hirer for the performance to be delivered by us; and only insofar as the damage in question has been caused by fault attributable to us or to persons for whose actions we are obliged to accept liability. b. Goods made available to us that prove to be defective for reasons other than those attributable to the buyer/hirer shall be repaired or replaced by us free of charge. If services delivered by us prove to be defective, the supplier shall perform those services properly and free of charge. We retain ownership of replaced goods or parts until the purchase price has been paid in full. The hirer/buyer shall ensure that at the locations or designated areas where materials are loaded and unloaded by us, or by (legal) persons engaged by us, in the execution of the agreement, a minimum clearance height of four metres is available. Notwithstanding the provisions under a and b, we exclude all liability, including compensation for costs, damages and interest, for any form of damage occurring to the property of the hirer/buyer or third parties as a result of non-compliance with the requirement set out in the preceding sentence. Notwithstanding the provisions under a and b, we do not accept liability, including compensation for costs, damages and interest, for personal injury to the hirer/buyer or (legal) persons engaged by them, directly or indirectly arising from the unloading or loading of goods delivered by us. The obligations referred to under a and b above apply only when the buyer/hirer has notified us of the relevant shortcoming or defect within a reasonable time after its discovery. Unless otherwise agreed, the warranty obligation referred to under b expires three months after the date on which the relevant item was delivered. The buyer/hirer shall not invoke or enforce any rights against us that would require us to perform beyond what is provided for in this article. The provisions of this article also apply for the benefit of all (legal) persons whom we engage in the legal relationship with the buyer/hirer. The buyer/hirer indemnifies us against all claims by
third parties in respect of damage that, pursuant to these general terms and conditions, remains at the expense of the buyer/hirer, if the relevant third party holds the buyer/hirer liable. The buyer/hirer shall indemnify us against all costs, damages and interest that we may incur as a direct result of claims by third parties against us in respect of events, acts or omissions for which we are not liable to the client under these terms and conditions.

Force majeure

In the event of circumstances that burden the fulfilment of the obligations of the parties to such a degree that it cannot be assumed that the parties would have accepted the relevant obligation had such circumstances been present at the time of concluding the agreement, this shall release us, at our discretion, from our obligations, without us being liable for any compensation or warranty.

Disputes

Dutch law, as applicable to the Kingdom in Europe, governs all agreements to which these terms and conditions apply in whole or in part. The parties are deemed to have chosen domicile at the registered address of our company. With regard to all disputes arising from agreements concluded between us and the buyer/hirer, the parties declare that the competent court in the District of Roermond shall have exclusive jurisdiction to hear such disputes.

Applicable law

Dutch law, as applicable to the Kingdom in Europe, exclusively governs all matters to which these terms and conditions apply. In the event that one or more provisions of a legal relationship between the parties are found to be void, the parties shall be bound by rules of the most closely corresponding purport that are not subject to voidance.

Final provision

These general terms and conditions are intended to provide a reasonable regulation of the legal relationship between the supplier and the buyer. To the extent that circumstances arise in which these terms and conditions, or any provision thereof, would lead to unreasonable outcomes, those terms and conditions shall not apply to that extent.

The general terms and conditions for hire, sale, delivery and payment have been filed with the Chamber of Commerce in Waalwijk.