Terms and Conditions
Terms and Conditions
|Article 1 - Applicability|
- With respect to all offers, deliveries and agreements between trailer and Tools (seller) and buyers the following conditions apply. Departures from these conditions can only appeal if the seller has expressly agreed in writing.
- The applicability of the general conditions applied by the buyer is explicitly excluded.
- Insofar as these terms and conditions are also drawn up in a language other than Dutch, the Dutch text shall always prevail.
- In writing understood in these terms: by letter, by fax or electronically.
|Article 2 - Offers|
- All offers made by the seller are without obligation
- An agreement is only concluded when seller has confirmed the order in writing or when the seller has begun the execution of the agreement. Representatives of seller orders taken and any subsequent agreements or changes bind the sellers only after they have been confirmed in writing by the seller.
- Orders for which nature and size is sent, no quotation or order confirmation, the invoice is deemed to reflect the agreement correctly and completely, unless claims within three working days.
|Article 3 - Prices|
- Unless otherwise stated prices are:
- based on the current level of purchase orders during the offer date, respectively, wages, wage costs, social and government charges, freight, insurance premiums and other costs.
- based on Trailer And Tools, Hengelo ov, the Netherlands
- VAT (or other specially mentioned including VAT), import duties, other taxes, levies and duties
- excluding the cost of packaging
- listed in Euros.
- Old listed prices expire with the publication of new price list (s). Although they have not changed, no rights can be derived.
Seller is - even in case of reorder- always entitled to charge the prices applicable on the day of delivery, as well as after it occurred conclusion of the agreement for up to pass on price increases.
- The articles offered in our catalog / website may be changed without prior notification and improved. Trailer and Tools, declares that this catalog with due care and in good faith is made. However, it can in no way be vouched for the accuracy or completeness of information. We therefore accept no liability for damages of any nature whatsoever, arising from decisions based on such information. When ordering, the buyer accept our general terms of delivery without reserve. These are sent to you upon request.
|Article 4 - Delivery|
- If the seller based on the agreed Incoterm is responsible for transport, will any
specific requirements of the buyer regarding the transportation or shipment will be executed only if the purchaser declared that it will bear the extra costs.If the seller on the basis of the agreed Incoterm is responsible for the transport, any specific wishes of the buyer regarding the carriage or the shipment may only be carried out when the purchaser has agreed to bear the cost.
- Unless otherwise agreed in writing, delivery ex works, Hengelo, Netherlands.
- Seller reserves the right order (s) to deliver in parts. Buyer is required to satisfy invoices concerning the delivered parts.
- Specified delivery times are approximate only and are never to be regarded as fatal. The seller has not been previously in failure in respect of the delivery time than after it has been informed in writing by the buyer, hereby has given the opportunity to deliver, within a reasonable period and the seller has not complied.
opportunity to present its yet to deliver within a reasonable time and to this seller has not complied.
- The specified delivery period begins as soon as seller has confirmed the order in writing or has commenced the execution of the agreement.
- Exceeding the delivery time does not oblidge the seller to any penalty or compensation. The buyer only has right to termine the agreement with excessive exceeded delivery times (more than 12 weeks), unless the excess is caused by force majeure.
- When the goods after the expiry of the delivery period have not been collected by the buyer, the seller may either (I) Terminate the contract or (II) store the goods at the expenses and risks of the buyer. All costs arising from the above circumstances, which include inter alia the costs of storage and any reduced revenue, shall be borne by the buyer.
- Seller is entitled - if necessary, or desirable - for the proper performance of the contract to get support from others, the costs will be passed on to the buyer in accordance with the quotations provided. If possible and / or, if necessary, the seller will consult with the buyer.
- If delivery numbers, quantities and weights deviate less than 5% from what was agreed, the buyer shall nevertheless be obliged to accept the delivery. In that case the buyer has no right to delivery or return of the differences between the supplied and the agreed, then neither is there a right for the buyer to claim damages or termination of the contract.
- We are never liable for consequential damages to products / equipment, which are caused by products which have been delivered to us.
|Article 5 - Claims and warranty|
- The buyer is obliged to check the delivered package immediately upon delivery for any defects and / or damages, or perform this check after notification of the seller that the goods are available to the buyer.
- Any shortage and / or damage to the goods delivered and / or the packing which are present upon delivery, the buyer should on the delivery note, the invoice and / or the transport documents (to) mention, before taking possession of the goods and he must , within 3 x 24 hours, to be sent to the seller.
- Complaints will only be considered if in writing and be made directly to the seller
and are in possession of the seller within eight days after delivery.
- Complaints about invoices must also be submitted in writing within eight days after the invoice date.
Return of goods is only permitted after prior written consent of the seller. In all cases, returned goods travel for the account and risk of the buyer.
- If a complaint is raised within the uttered rightly stipulated period and complies with the relevant prescribed provisions, it is then up to the seller to repair, replacement of the goods or part, or credit the corresponding invoice amount. In no event is the seller obliged to reimburse other costs and / or damage. The replacement part or replacement goods remain/become the property of the seller.
- The warranty never amounts to more than 12 months after delivery, unless seller and buyer have agreed on a longer period. After repair the original warranty period continues; No new warranty period begins unless otherwise agreed in writing.
|Article 6 - Retention|
- All delivered goods remain the exclusive property of the seller until the moment that all claims - arising from this or previous deliveries - seller to buyer are entirely discharged by the buyer. The goods can be immediately recovered by the seller if the buyer has not fulfilled its obligations or seller has reason to believe that the buyer will not fulfill his obligation to meet. The costs related to the return will be charged to the buyer.
- The buyer is allowed to use the goods delivered under retention within its normal business operations to use or sell, unless the buyer moratorium asked whether the buyer has been declared bankrupt.
- In case of treatment, processing or mixing of the goods supplied by or to the other party, the seller acquires co-ownership in (the) new created good (s) or the principal to the value of the retailer supplied (original) goods.
- In case of non-payment of an amount that is due, suspension of payment, application for a moratorium, bankruptcy, receivership, death or liquidation of the buyer of goods, Seller shall have the right, without notice and without judicial intervention, cancel the order or the part that still needs to be supplied and may have been delivered but not fully paid, as to recover its property net of the already paid but without prejudice to seller's right to demand compensation for any loss or damage. In such cases each claim which the seller has at the expense of the buyer, payable immediately.
|Article 7 - Force majeure|
- Seller is not obliged to fulfill any obligation under a contract, if so
is prevented due to force majeure.
- Force majeure shall be any circumstance due to which the normal performance of the contract reasonably can not be required by the buyer, such as war or threat of war, whether or not Netherlands is directly involved, whole or partial mobilization, martial law, riots, sabotage, floods, fire or other destruction in factories or warehouses, exclusion, occupation, strikes, failure of manufacturers or suppliers etc.
- If the force majeure situation has lasted longer than ninety days, both the seller and buyer have right to terminate the agreement by dissolution. The buyer in that case is not entitled to any compensation.
|Article 8 - Liability|
- Except where there is intent or gross negligence of the seller and subject to civil liability
under mandatory provisions, the seller shall never be liable for any damage suffered by the buyer. Liability for indirect damage, consequential damage, emotional damage, loss or damage to the environment than or damage resulting from third-party liability is expressly excluded.
- In any case, the seller is not liable for damages arising from or caused by the negligent or careless use of the property, or use contrary to the instructions of the product or
the unsuitability of the delivered goods for the purpose for which the purchaser has purchased and / or used.
- If and to the extent that, notwithstanding the foregoing, any liability by seller, for whatever reason, this liability is limited to the amount equal to the net invoice value of the goods concerned, it being understood that at most and only seller shall be liable to a maximum amount of € 100 000, - per claim. A series of related damaging events is the application of this article as a single event / claim.
- The buyer shall indemnify seller for third party claims for damage incurred in connection with the buyer to such third parties delivered, unless it is legally established that these claims are a direct result of gross negligence or intent on the part of the seller and buyer demonstrates moreover to the point that he has no blame.
|Article 9 - Product liability in particular
- To avoid improper and careless use, or use of the products supplied for purposes for which these products are not intended, buyers, who in turn sell these products in the course of their commercial activities, rent, lease, etc., have a good product descriptions and manuals available for their buyers and lessees.
- As far as buyers the products are not made available directly to the end user, they submit the agreements
with their customers, the same stipulation as to include under 38 set.
- a. To the extent Seller is obliged to reimburse damage / caused by an
vendor manufactured or imported into the EU defective product as provided for in the Council Directive of the European Communities concerning liability for defective products of 25-07-'85 (PbEG No. L 210), The seller can hold the buyer that have not complied with article 38 and 39 responsible for damage.
b. Have buyers complied with the provisions of the Articles. 38 and 39, then buyers are only held for 50% by the seller to pay compensation to compensate the seller.
c. In the case of serial damages, which can not be precisely determined by which buyers such products originate, the buyer accepts, in application of Art. 40a + b liability for compensation the amount analogous, which has purchased the product from the seller. The accounting of the seller delivers this exclusive proof.
- In the event the seller to claim for compensation for producing tschade applies the
law of an EU Member State, which has exercised the option limitation of Art. 16 paragraph 1 of the EC directive
25-07-'85 (OJ No. L 210), plug seller, in case one party on account of product
agitates any liability or obligation to compensate product damage, which exceeds the relevant limit
|Article 10 - Payment|
- Buyer is unless specified otherwise obliged to pay the invoices within 30 days of the invoice date without any deduction and suspension. Settlement with any claim against seller is excluded.
- If buyer does not pay the invoice amount in due time, he is from the expiry of the payment period legally in failure and from the onset of the failure oblidged to pay the seller interest of 1.25% of the invoice amount for each month or part thereof by which the payment is exceeded.
- Only those payments are valid, which are made in the manner specified by the seller.
- The seller outside the amount due is entitled to recover all costs from the buyer, which are caused by non-payment of the buyer, both the legal and the extrajudicial collection costs. The extrajudicial collection costs are 15% of the unpaid amount with a minimum of EUR 25.00.
- Each agreement is subject to the condition that the buyer - only for the assessment of seller - is sufficiently creditworthy for the financial fulfillment of the agreement.
- Seller is entitled to or after entering into the agreement, before (further) performaning, to require assurance that both the payment and other obligations will be met, including full or partial payment. Refusal by the buyer to provide the required assurance, gives the seller right to suspend its obligations and ultimately gives the seller the right to terminate the contract without notice or judicial intervention in whole or in part, without prejudice to its right to compensation for any loss suffered by the seller.
|Article 11 - Cancellation|
- Cancellation of the task by the buyer is not possible in pinciple. If the buyer cancels a task nevertheless wholly or partly, due to any cause whatsoever, he is oblidged to compensate the seller in view of the performance of the contract costs reasonably incurred (including costs of preparation, storage, etc.), without prejudice to the seller's right to compensation for lost profits and other damages.
- In case of cancellation the buyer also owes a cancellation fee . These amounts are 20% of the principal amount, plus VAT and increased by € 5.00 administrative costs.
|Article 12 - Intellectual Property Rights|
- Seller reserves all its rights in the field of intellectual property in relation to any goods supplied. Seller is and remains the exclusive owner of the copyright, the right of drawing or model or any other intellectual property regarding all that vendor has (or has had made) within the framework the assignment given until a written agreement to the contrary was made by the parties.
- The buyer is not permitted to fully or partially modify products supplied or provide a different brand name, or the relevant trademark or otherwise, or to register in their own names.
|Article 13 - Disputes|
- The agreement and these terms and conditions are governed by Dutch law.
Unless the seller chooses to submit the dispute to arbitration, any disputes will be settled exclusively by the Dutch civil court within whose jurisdiction the headquarters of the seller is located without affecting the right of the seller to be desired to submit the dispute to another competent judge.