Algemene voorwaarden

Article 1 General

1. If these terms and conditions are part of offers and agreements for the provision of goods and/or services by a supplier to a customer, all provisions of these terms and conditions shall apply between these parties, unless expressly agreed upon otherwise in writing between the parties. Any reference by the customer to their own purchasing or other conditions is explicitly rejected by the supplier.
2. In these terms and conditions, the following definitions apply:

• product: the service(s) provided by the supplier to the customer, including the supply of goods, assembly of items, whether supplied by the supplier or not, contracting work, maintenance, repair, and services such as advice and inspection.
• item: a tangible object, including any software included therein.
• software: software included exclusively in the delivered item.
• written: by letter, email, or in any other manner agreed upon by the parties, other than verbally.
• additional work: any service, agreed upon or not in writing, performed by the supplier in addition to the agreement.
• price: the price for the product as specified in Article 4.

Article 2 Offer

1. Every offer from the supplier is non-binding and may be revoked no later than 3 working days after acceptance.
2. Every offer is based on the supplier's execution of the agreement under normal circumstances and during regular working hours.

Article 3 Agreement

1. The agreement is concluded when the acceptance corresponds to the offer. If the acceptance deviates from the offer, the agreement is only concluded after explicit acceptance of these deviations by the supplier.
2. Information provided in product documentation, images, drawings, size, and weight data, etc., is binding only if explicitly included in an offer or order confirmation from the supplier or in a contract signed by the parties.

1. Verbal commitments/agreements only bind the supplier if made by an authorized employee of the supplier or if confirmed in writing by such an employee.

Article 4 Price

1. Unless otherwise agreed upon in writing, the agreed price is exclusive of value-added tax and other government charges related to sales and delivery, based on delivery Ex Works according to the Incoterms in effect at the date of the offer. "Ex Works" refers to the supplier's premises, as indicated by the supplier.
2. If one or more of the cost factors increase after the date of the agreement, even due to foreseeable circumstances, the supplier is entitled to adjust the price accordingly.
3. Additional work can be invoiced separately as soon as the applicable amount is known. The calculations for additional work are subject to the provisions of paragraphs 1 and 2.
4. Costs related to loading, unloading, and transportation of raw materials, semi-finished products, models, tools, and other items provided by the customer are not included in the price.

1. If it is agreed that assembly of the product is to be carried out by the supplier, the price includes assembly, except for the costs mentioned in Article 7, paragraphs 3 and 5.

Article 5 Intellectual Property/Confidentiality

1. All intellectual property rights in the product, its design, and any drawings, calculations, descriptions, technical documents, models, tools, etc., created for the design, production, and use of the product, shall be vested in the supplier or, as the case may be, in a third party that has granted a license to the supplier for the use of these rights. This also applies when these have been specifically developed for the customer unless otherwise agreed in writing. The customer acquires a non-exclusive, transferable right to use these intellectual property rights, but only for the delivered product and subject to any limitations in underlying licenses provided by third parties. The supplier is not obliged to provide the customer with the source code or updates for software.

1. Technical, commercial, and financial information, as well as information marked as confidential or which, by its nature, should be regarded as confidential, disclosed in writing or verbally by one party to the other, shall be treated as confidential by the other party. Therefore, the information may not be used for any purpose other than that for which it was provided without written permission from the disclosing party. The information may not be reproduced or disclosed to a third party.

Article 6 Delivery Time

1. If the parties have agreed on a specific delivery period, it commences as soon as the agreement is concluded and once the customer has met all the conditions required by the supplier for the execution of their obligations before the supplier begins their performance. This includes providing necessary documents and data, obtaining permits, completing necessary formalities, and making any advance payments, where applicable. If a specific delivery date, week, or month has been agreed upon instead of a fixed term, it may be reasonably extended.
2. The product is considered delivered within the delivery time when, if acceptance tests are agreed upon at the supplier's premises, it is ready for these tests, or in other cases, when the item is ready for dispatch and the customer has been notified in writing. For other services than product delivery, it is considered delivered when the service has been provided.
3. The delivery time is based on the working conditions at the time of concluding the agreement and timely delivery of the items and/or services ordered by the supplier for the execution of the work. If, through no fault of the supplier, delays occur due to changes in the working conditions or if items and/or services ordered for the execution of the work are not delivered on time, the delivery time shall be extended as necessary.
4. If the customer's actions or omissions or circumstances attributable to the customer cause delays during the performance of the agreement, the supplier may extend the delivery time for a period that, considering all circumstances, is necessary. This also applies if the cause of the delay occurs after the agreed-upon delivery time.
5. Exceeding the delivery time does not grant the customer the right to terminate the agreement in whole or in part or to claim damages. However, if this delay exceeds 16 weeks, or according to the supplier, is expected to exceed 16 weeks, the customer may terminate the agreement by providing written notice to the supplier. In such a case, the customer is entitled to a refund of the portion of the price already paid and compensation for damages, up to a maximum of 15 percent of the price. If partial delivery has already been made, the agreement may only be partially terminated after 16 weeks, specifically for the part not yet delivered, unless the delivered portion is not independently usable by the customer. In the case of partial termination, the customer is entitled to a refund of the portion of the price applicable to the undelivered portion and compensation for damages. The maximum of 15 percent mentioned applies to this compensation. If exceeding the delivery time is due to force majeure, Article 13 applies.
6. If the customer defaults in accepting the product after being urged to do so, the supplier is entitled to charge the customer for the resulting costs and damages. In this case, the customer is also required to pay the price as if delivery had occurred according to the agreed delivery time.

Article 7 Installation

1. If it has been agreed that the supplier will provide installation services for an item, the customer is responsible for ensuring the correct execution and timely availability of all facilities, provisions, and conditions necessary for the installation of the item and its proper functioning once installed.
2. The customer is responsible for, at their own cost and risk, ensuring that: a) the supplier's personnel can commence work according to the agreed-upon schedule and work during regular working hours. The supplier may conduct work outside regular working hours if it deems it necessary, provided this is communicated to the customer in writing within a reasonable period; b) the customer informs the supplier in writing and in a timely manner about all safety regulations applicable at the installation site; c) installation can be carried out in a safe and healthy environment; d) all necessary safety measures are taken before and during installation; e) the supplier's personnel can access adequate sanitary facilities; f) all necessary measures are taken to ensure that the supplier's personnel are not hindered in their work by other activities at the installation site.
3. The customer shall bear the risk of damage to or loss of items and materials belonging to the supplier used at the installation site. If the customer does not meet their obligations as stated above, the supplier is entitled to suspend work until the customer has met these obligations. The additional costs incurred due to this suspension are for the customer's account.
4. The customer shall indemnify the supplier for any loss or damage to items and materials belonging to the supplier used at the installation site.

Article 8 Inspection and Acceptance Tests

1. The buyer shall inspect the product within 7 days after delivery as referred to in Article 6, section 2. If assembly is agreed, the buyer shall inspect the proper execution of the assembly within 5 days after assembly. If the applicable period has expired without written and specified notification of justified complaints, the product is deemed to be accepted.
2. If acceptance tests are agreed, the buyer shall enable the supplier to make the necessary preparations and changes that the supplier deems necessary after delivery as referred to in Article 6, section 2. The acceptance tests shall be conducted promptly, upon the supplier's request, in the presence of the buyer. The costs of acceptance tests are borne by the buyer. However, the supplier bears the costs of its own personnel and other representatives. If the acceptance tests are carried out without justified complaints or if the buyer fails to fulfill his aforementioned obligations, the product is deemed to be accepted.
3. For the acceptance tests and the preparations and changes referred to in section 2, the buyer shall make available the necessary facilities, support, materials, including those referred to in Article 7, section 2 sub f), and representative samples of materials to be processed, in sufficient quantity, timely, and at the location specified by the supplier. If the buyer fails to comply with this, the product is deemed to be accepted.
4. The supplier prepares a report of the acceptance tests, which is sent to the buyer. If the buyer, after timely written invitation by the supplier, was not represented at the tests, the test report is considered by him to be an accurate representation.
5. If the acceptance tests reveal that the product does not comply with the agreement, the supplier shall promptly remedy the deficiencies. If the buyer so requests in writing, subsequent acceptance tests shall be conducted in accordance with sections 2-4.
6. In the case of minor deficiencies that do not affect the proper functioning of the product, the product is deemed to be accepted regardless of these deficiencies. The supplier shall remedy these deficiencies promptly.
7. The buyer is not authorized to use the product or any part thereof before acceptance. If the buyer does so without written permission from the supplier, the product is deemed to be accepted.
8. Without prejudice to Article 11, acceptance according to the preceding sections excludes any claim by the buyer based on a failure to fulfill the supplier's delivery obligation.

Article 9 Transfer of Risk and Retention of Ownership

1. As soon as the product is deemed delivered as defined in Article 6, section 2, the buyer bears the risk for all damages that may arise from or through this product, except to the extent that damage is due to intent or willful recklessness of the supplier's employees who are part of the management.
2. Ownership of the delivered item transfers to the buyer as soon as all amounts owed by the buyer to the supplier for deliveries and related work, including interest and costs, have been fully paid to the supplier. In case of late payment, the supplier may take back the delivered item.
3. In the exercise of the retention of title as per section 2, the supplier has unobstructed access to the delivered item. The buyer shall then provide the supplier with all assistance needed to take back the item, including disassembly.

Article 10 Payment

1. Unless otherwise agreed in writing, payment of the price shall take place within 30 days after the invoice date. Invoicing shall take place in two installments as follows:

• 1/3 of the price after the conclusion of the agreement;
• 2/3 of the price after delivery as defined in Article 6, section 2.

1. Payment of additional work shall take place no later than 7 days after it has been invoiced to the buyer.
2. All payments shall take place without any deduction, suspension, or setoff, in the manner determined by the supplier.
3. If the buyer does not pay on time, they shall be in default by operation of law, and the supplier shall have the right to charge interest from the due date at a rate of 3 percentage points above the legal interest rate for trade agreements in the Netherlands, as referred to in Article 6:119a and Article 6:120, section 2 of the Dutch Civil Code, and all judicial and extrajudicial costs.

Article 11 Defects in the Product

1. The product must conform to the agreement. The supplier is obliged to rectify any deviations (hereinafter referred to as "defects") resulting from incorrect or inadequate design or material, or poor workmanship, in accordance with this Article 11. Unless otherwise agreed, a breach of third-party intellectual property rights valid in the Netherlands is also considered a defect. The obligation to rectify the defect applies exclusively to non-apparent defects in the product not observable during inspection and (if agreed) acceptance tests, of which the buyer proves that they occurred within 6 months after the delivery as defined in Article 6, section 2.
2. In the case of assembly of an item delivered by the supplier, the 6-month period mentioned in section 1 commences on the day on which the assembly by the supplier is completed for both the item delivered and the assembly of the item. In any case, this period ends 12 months after the delivery of the item as defined in Article 6, section 2.
3. Defects in a delivered item are rectified by the supplier through repair or replacement of the defective component, whether inside or outside the supplier's company, or by sending a repaired component or a replacement component, in all cases at the supplier's choice. After rectifying the defect, the supplier is equally obliged to rectify defects in the repaired or replacement component for 6 months in the same manner. Liability for defects in the delivered item expires in any case 12 months after the delivery as defined in Article 6, section 2, or, if section 2 is applicable, 18 months after such delivery.
4. Defects in the assembly of an item delivered by the supplier are rectified by the supplier through performing repair work. After rectifying the defect, the supplier is equally liable for defects in the repair work for 18 months. Liability for defects in the repair work expires in any case 18 months after the delivery of the item as defined in Article 6, section 2.
5. Defects in maintenance, repair (if not carried out pursuant to section 3 or section 4), assembly of an item delivered by a third party to the buyer, revision, undertaking of work, and similar activities are rectified by the supplier by re-executing the activities, to the extent they are defective. After re-executing the activities, the supplier is liable for defects in the repair work for 12 months. Liability expires in any case 12 months after the delivery as defined in Article 6, section 2.
6. Defects resulting from an infringement of intellectual property rights are rectified by the supplier, at the supplier's choice, by acquiring the right of use for the buyer; adapting the item in such a way that there is no longer an infringement; or replacing the item with another item that does not infringe intellectual property rights. The supplier is liable for any defects in the item after the changes for 6 months, according to the conditions mentioned in this article. Any liability of the supplier for defects in this item expires in any case 12 months after the delivery of the item as defined in Article 6, section 2, or, if section 2 is applicable, 18 months after such delivery.
7. Transport costs and additional costs for disassembly and reassembly incurred by the supplier when rectifying defects are for the account of the buyer.
8. The supplier is not liable for defects in inspections, advice, and similar services.
9. The supplier is not liable for defects that occur in whole or in part as a result of:
   1. Non-observance of operating and maintenance instructions or use other than the intended normal use;
   2. Normal wear and tear;
   3. Disassembly, repair, or modifications by the buyer or by third parties;
   4. Compliance with a government regulation;
   5. Materials and items used, which were not prescribed by the supplier;
   6. Materials, items, or designs supplied by or prescribed by the buyer.

Article 12 Investigation and Complaint

1. The buyer is obliged to investigate the delivered item (or have it investigated) for defects immediately after the moment of delivery as defined in Article 6, section 2.
2. The buyer is obliged to investigate the delivered item (or have it investigated) for defects immediately after the moment of delivery as defined in Article 6, section 2.
3. The buyer is obliged to investigate the delivered item (or have it investigated) for defects immediately after the moment of delivery as defined in Article 6, section 2.
4. The buyer shall grant the supplier every opportunity to investigate a complaint and shall provide all necessary information, as well as take all actions that are required for that investigation.
5. In the event the buyer has a complaint about the quality of a delivered item or the quality of the assembly (other than with respect to defects in that delivered item or that assembly, which are the subject of Article 11) or about the quality of maintenance, repair, revision, or work performed (other than with respect to defects in that item or that assembly, which are the subject of Article 11), the buyer is obliged to notify the supplier within 30 days after completion of the item, assembly, maintenance, repair, revision, or work. If the supplier has not received a complaint within that period, the quality shall be considered to have been accepted.

Article 13 Liability of the Supplier

1. The supplier is only liable for direct damage. Any liability of the supplier for indirect damage, including but not limited to consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, and damage as a result of claims by the buyer's customers, is excluded.
2. The supplier's liability for direct damage is limited to the amount of the payment for the product, assembly, maintenance, repair, revision, or work delivered that caused the damage or, if and insofar as the damage is covered by the supplier's insurance, to the amount that is paid out in the relevant case.
3. Notwithstanding the above, liability of the supplier is limited to a maximum of €1,000,000 (one million euros) per event or series of related events.
4. Liability of the supplier is limited to a maximum of €1,000,000 (one million euros) per event or series of related events.
5. Liability of the supplier for damage caused by death or bodily injury or for material damage to objects may under no circumstances be more than €2,500,000 (two and a half million euros) per event or series of related events.
6. Notwithstanding the above, the supplier's liability is at all times limited to the amount paid out by the supplier's insurer in the relevant case.

Article 14 Suspension and Termination

1. If there is good reason to fear that the buyer will not be able or willing to fulfill its obligations and in the event of bankruptcy, suspension of payment, discontinuation, liquidation, or complete or partial transfer of the buyer's business, the supplier has the right to demand appropriate security for all (whether due or not) contractual obligations of the buyer and, pending the provision of such security within a reasonable period set by the supplier, has the right to suspend the performance of the agreement. In the absence of such security within the period set by the supplier, the supplier has the right to terminate the agreement in whole or in part. The supplier has these powers in addition to its other rights under the law, the agreement, and these conditions.
2. If the buyer fails to fulfill an obligation arising from an agreement with the supplier, or fails to do so in a timely or proper manner, the supplier is entitled to suspend the performance of the agreement and/or terminate the agreement.
3. In the event of suspension and termination under paragraphs 1 and 2, the supplier has the right to store the raw materials, materials, parts, and other items purchased, reserved, or processed by him for the performance of the agreement at the expense and risk of the buyer. The supplier may also choose to sell or destroy them on behalf of the buyer. In the event of suspension and termination under paragraphs 1 and 2, the supplier is entitled to full compensation but is not obliged to compensate the buyer.
4. If the buyer terminates the agreement without the prior written approval of the supplier, the buyer is obliged to pay the full price without prior notice, with a deduction of the costs saved by the supplier.

Article 15 Disputes

All disputes arising from the agreement and any further agreements arising therefrom shall be settled by the competent Dutch court in the district of the supplier, unless provided otherwise by mandatory law.

Article 16 Applicable Law

All agreements to which these conditions apply are governed by Dutch law, with the exclusion of rules of reference and conflict of laws. The applicability of the Vienna Sales Convention is excluded.