Terms and Conditions
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General Terms and Conditions for non-consumers V1.2
The DC AIRCO COMPANY BV
having its registered office at Alkmaar The Netherlands
hereinafter referred to as: the User
Article 1. Definitions
In these present General Terms and Conditions the following words shall have the following meaning:
the User: the user of these present Terms and Conditions
non-consumer: a client acting within the framework of the exercise of a profession or trade
the Buyer: non-consumer
Article 2. Applicability of these present General Terms and Conditions
2.1 These present General Terms and Conditions shall be applicable to any offer and any agreement between the User and a Buyer to which the Client has declared these present General Terms and Conditions applicable, insofar as not provided otherwise by the contracting parties expressly and in writing.
2.2 These present General Terms and Conditions shall also be applicable to any agreements concluded with the User for the execution whereof any third parties must be deployed.
Article 3. Offers
3.1 The offers shall be free of any obligation and they shall lapse 30 days after the date of the offer at the latest, unless stated otherwise in the offer.
3.2 Contrary to the provisions contained in Article 6:225 paragraph 2 of the Dutch Civil Code, the User shall not be bound to any deviations of the User’s offer in the acceptance by the potential Buyer.
3.3 Any terms of delivery and terms for other performances by the User referred to in offers submitted by the User shall be considered rough indications and for informative purposes only; any exceeding thereof shall not entitle the potential Buyer to any claims for damages or dissolution.
3.4 Unless provided for otherwise, any prices stated by the User shall be based on performance during normal working hours and shall be exclusive of transport, delivery and installation costs, VAT and any other government levies.
3.5 In the event of a compound offer, we shall not be obliged to deliver part of the goods contained in the offer at a corresponding part of the agreed price, nor shall our offer automatically be applicable to repeat orders.
3.6 The User shall not be bound to his offer unless acceptance thereof by the potential buyer has been confirmed in writing within 30 days. The prices contained in the offer shall be exclusive of VAT, unless provided for otherwise.
Article 4. Delivery
4.1 Unless agreed otherwise, delivery shall be ex factory. If the condition of delivery is one of the Incoterms, the Incoterms applicable upon conclusion of the Agreement shall be applicable.
4.2 The Buyer shall be obliged to take delivery of the goods upon delivery to his address or as soon as these goods have been made available to him in accordance with the agreement.
4.3 In the event that the Buyer refuses to take delivery of the goods or fails to provide information or instructions necessary for the delivery, the goods shall be stored at the risk of the Buyer. In such case the Buyer shall be obliged to pay all additional costs, including at least the storage costs.
Article 5. Term of delivery
5.1 The terms of delivery specified by the User shall always be approximations and shall never be fatal terms.
5.2 Should delivery be delayed, the Buyer shall notify the User thereof in writing and shall give the User a reasonable term to meet his obligations.
5.3 The term of delivery specified by the User shall not commence until all of the required information has been received by the User.
Article 6. Partial deliveries
The User shall be allowed to deliver sold goods in parts. This shall not be applicable in the event that a partial delivery has no independent value. In the event of delivery in parts, the User shall be authorised to invoice each part separately.
Article 7. Technical requirements, etcetera
7.1 In the event that the goods to be delivered in the Netherlands must be used abroad, the User shall not be responsible for compliance of the goods to be delivered with any technical requirements, standards and/or regulations contained in any laws or stipulations applicable in the country where said goods are to be used. This shall not apply if on conclusion of the agreement the use abroad has been reported, on submission of all required information and specifications.
7.2 Upon conclusion of the sale agreement, the Buyer shall report any other technical requirements set by the Buyer to the goods to be delivered and which deviate from the requirements which normally apply.
Article 8. Samples, models and examples
In the event that the User has shown or provided a model, sample or example, this shall be assumed to have been shown or provided as an indication: the properties of the goods to be delivered may deviate from the sample, model or example, unless it has been expressly stated that delivery would be in accordance with the model, sample or example shown or provided.
Article 9. Dissolution of the agreement
9.1 An agreement between the User and a buyer can be dissolved forthwith in the following cases:
- if, after the agreement has been concluded any circumstances come to the User’s knowledge which give said User good reason to fear that the Buyer will not meet his obligations;
- if the User has asked the buyer, upon conclusion of the agreement, to provide security for compliance and such security has not been provided or is insufficient, notwithstanding notice;
In the aforementioned cases the User shall be authorised to defer the further execution of the agreement or to dissolve the agreement, without prejudice to the User’s right to claim damages.
9.2 Should any circumstances occur in relation to any persons and/or materials the User uses or is in the habit of using for the execution of the agreement which are of such nature that the execution of the agreement becomes impossible or problematic and/or disproportionally expensive to such extent that compliance with the agreement can in reasonableness no longer be required, the User shall have the right to dissolve the agreement.
Article 10. Warranty
10.1 The User guarantees that the goods delivered by him are free of any defects in design, material and workmanship for one (1) year following delivery or 1,5 year after date of production whatever comes first.
10.2 In the event that any of the goods show any defects in design, material or workmanship, the Buyer shall be entitled to the repair of such defect. If the buyer cannot sent back the product to the User for repair, the User will give free parts to repair the unit locally.
10.3 The warranty shall not cover any damages caused by injudicious use or non-compliance with any instructions.
10.4 Injudicious use shall be understood to mean among other things: dropping an electrical appliance and/or failing to comply with the instructions for use.
Article 11. Retention of title
11.1 All of the goods delivered by the User shall remain the property of the User until the Buyer has complied with all of his obligations under the purchasing agreement concluded with the User.
11.2 Any goods delivered by the User which, pursuant to Article 1, fall under the retention of title, shall solely be resold within the framework of ordinary business operations and shall never be used as tender.
11.3 The Buyer shall not be authorised to pledge any goods falling under the retention of title or encumber such goods in any other way.
11.4 The Buyer now gives his unconditional and irrevocable permission to the User or to any third party designated by the User to access, whenever the user wishes to exercise his ownership rights, all of the locations where the User’s properties may be located and take such goods with him.
11.5 In the event that any third party may seize the goods delivered under retention of title or may wish to establish any rights in respect thereof or enforce any rights thereto, the Buyer shall be obliged to notify the User thereof as quickly as in reasonableness possible.
11.6 The buyer undertakes to insure the goods delivered under retention of title and keep these insured, against fire, explosion and water damage as well as against theft, and submit the policy for inspection on demand.
Article 12. Defects; terms for complaint
12.1 The buyer shall examine or have examined the goods upon delivery or as soon as possible thereafter. During said inspection, the buyer shall verify if the goods delivered comply with the agreement, namely:
- whether the right goods have been delivered;
- whether the quantity of the goods delivered is equal to the quantity (for example the quantity and the number) agreed;
- whether the goods delivered comply with the agreed quality requirements or, if no quality requirements have been set, with the requirements which may be set with regard to normal use and/or normal trading purposes.
12.2 If any visible defects or shortcomings are identified, the buyer shall notify the User thereof within 3 days following delivery.
12.3 Any hidden defects shall be reported by the Buyer to the User in writing within 3 days following identification thereof but within 3 months following delivery.
12.4 Also in the event that the other party complains in time, his obligation to pay and to take delivery of any orders shall remain.
12.5 Goods cannot be returned to the User without the User’s prior written consent and shall be returned to the User carriage paid.
Article 13. Price/Price increase
13.1 Unless expressly provided otherwise, our prices shall be:
- in Euro`s
- exclusive of VAT
- based on the minimum quantities used by the User
- exclusive of transport charges
- ex factory
13.2 If the User and the buyer agree a certain price, the User shall nevertheless be entitled to increase the price, should the User be able to prove that between the moment of offer and the moment of delivery significant price increases have taken place with respect to raw materials, currency and/or wages or any other unforeseeable circumstances.
13.3 In the event that the price increase exceeds 10%, the Buyer shall have the right to dissolve the agreement.
Article 14. Payment.
14.1 Subsequent payment shall always be made before shipping unless agreed otherwise by the User and in the currency stated on the invoice.
14.2 Following the expiry of 14 days of the invoice date, the Buyer shall be in default by operation of law; as from this moment the Buyer be obliged to pay an interest of 1% per month, unless the statutory interest exceeds this amount, in which case the statutory interest shall apply.
14.3 Should the Buyer be wound up, be declared bankrupt or file for suspension of payment, the User’s claims and the Buyer’s obligations towards the Buyer shall be due and payable forthwith.
14.4 Payment shall be made without any discount or set-off.
14.5 The payments made by the Buyer shall always primarily serve to settle all of the interest and costs payable and secondly to settle invoices which are due and payable and which have been outstanding for the longest period of time, even if the Buyer states that the payment is made for a later invoice.
Article 15. Collection costs
15.1 Should the Buyer be in default or should he fail to fulfil any of his obligations, any judicial and extrajudicial costs incurred for acquiring payment shall be for the account of the Buyer.
15.2 Should the Buyer prove that he has incurred higher costs and that such costs can be considered in reasonableness necessary, these shall also qualify for reimbursement.
Article 16. Liability
The User’s liability towards the Buyer shall be limited as follows:
16.1 For any damages arising from any defects in any goods delivered the liability provided for in Article 9 (Warranty) of these present Terms and Conditions shall be the only liability applicable.
16.2 The user shall only be liable in the event of any damage arising from intention or gross negligence of the User or his employees.
16.3 The liability of the User shall be limited to the amount of the payment to be made by the User’s insurer in a specific case.
16.4 In the event that the insurance does not cover the damage or does not pay out, whereas the User is liable, the User’s liability shall be limited to twice the invoice value of the product.
Article 17. Force Majeure
17.1 In these present General Terms and Conditions force majeure shall mean, apart from the definition thereof as contained in the law and in legal precedents, any external causes, foreseen or not foreseen, beyond the control of the User but as a result of which the user fails to fulfil his obligations, inclusive of any industrial action in the User’s company.
17.2 During force majeure, the User’s delivery and other obligations shall be suspended. If the period in which the User fails to fulfil his obligations as a result of force majeure exceeds 2 months, both parties shall be authorised to dissolve the agreement without any obligation to pay damages.
17.3 In the event that upon the onset of the force majeure the User has already fulfilled part of his obligations or can only fulfil part of his obligations, the User shall have the right to invoice the part that has already been delivered or will be delivered separately as if it were a separate agreement. However, this shall not apply if the part delivered or to be delivered has no independent value.
Article 18. Settlement of disputes
The court in the User’s place of residence has exclusive jurisdiction to take cognizance of any disputes, unless the subdistrict court has jurisdiction. Nevertheless the User shall have the right to summon the other party to appear before the legally competent court.
Article 19. Applicable law.
All agreements between the User and the Buyer shall be governed by the law of the Netherlands. The Vienna Sales Convention shall be explicitly excluded.
Article 20. Amendments and location of the Terms and Condition
These present Terms and Conditions have been filed with the Chamber of Commerce at Alkmaar.
The most recently filed version shall always be applicable, or the version as applicable upon conclusion of these present transactions.
Version 1 17-04-2013