Article 1: Definitions
1. MWTS, established in Made, Chamber of Commerce number 68773226, shall be referred to in these general terms and conditions as the seller.
2. The other party to the contract with the seller shall be referred to in these general terms and conditions as the buyer.
3. The parties are the seller and the buyer together.
4. The agreement is understood to mean the purchase agreement between the parties.
Article 2: Applicability of general terms and conditions
1. These conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviation from these terms and conditions is only possible if explicitly agreed upon in writing by the parties.
Article 3: Payment
1. The full purchase price is always paid in the shop. In some cases a deposit is expected for reservations. In that case the buyer will receive a proof of the reservation and the advance payment.
2. If the buyer does not pay on time, he is in default. If the purchaser remains in default, the seller is entitled to suspend his obligations until the purchaser has met his payment obligations.
3. If the Buyer remains in default, the Seller shall proceed to collect the debt. The costs related to that collection shall be borne by the buyer. These collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. In case of liquidation, bankruptcy, seizure or suspension of payment of the buyer, the claims of the seller on the buyer are immediately due and payable.
5. If the Buyer refuses to cooperate in the execution of the order by the Seller, he will still be required to pay the agreed price to the Seller.
Article 4: Offers, quotations and price
1. Offers are without obligation, unless a period for acceptance is specified in the offer. If the offer is not accepted within that period, the offer expires.
2. Delivery times in offers are indicative and, if exceeded, do not entitle the buyer to dissolution or damages, unless the parties have explicitly agreed otherwise in writing.
3. Offers and tenders do not apply automatically to repeat orders. Parties must agree this explicitly and in writing.
4. The price mentioned on offers, quotations and invoices is the purchase price including the VAT due and any other government levies.
5. A discount offer cannot be combined with other discount offers.
Article 5: Right of withdrawal
1. After receiving the order, the consumer has the right to dissolve the agreement within 14 days without giving reasons (right of withdrawal). The period begins when the (entire) order is received by the consumer.
2. There is no right of withdrawal when the products are custom made according to his specifications or only have a short shelf life.
3. The consumer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer’s request.
4. During the cooling-off period, the consumer will treat the product and its packaging with care. He will only unpack or use the product to the extent necessary to judge whether he wishes to keep the product. If he uses his right of withdrawal, he will return the unused and undamaged product with all accessories supplied and – if reasonably possible – in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
Article 6: Modification of the agreement
1. If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be done, parties shall adapt the agreement accordingly in a timely manner and in mutual consultation.
2. If parties agree that the agreement is amended or supplemented, this may influence the time of completion of the execution. The seller shall inform the buyer of this as soon as possible.
3. If the amendment of or addition to the agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.
4. If the parties have agreed a fixed price, the seller shall also indicate to what extent the amendment or supplement to the agreement will result in this price being exceeded.
5. Contrary to the provisions in the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 7: Completion and transfer of risk
1. As soon as the purchased goods are received by the buyer, the risk passes from the seller to the buyer.
Article 8: Research, complaints
1. The purchaser shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any case within as short a period as possible. In doing so, the purchaser must examine whether the quality and quantity of what is delivered corresponds to what the parties have agreed, or at least whether the quality and quantity comply with the requirements applicable to them in normal (commercial) dealings.
2. Complaints concerning damage, shortages or loss of goods delivered must be submitted in writing to the seller by the buyer within 10 working days after the day of delivery of the goods.
3. If the complaint is declared founded within the set period, the seller has the right either to repair or to redeliver, or to refrain from delivery and to send the buyer a credit note for that part of the purchase price.
4. The seller cannot be held responsible for minor deviations and/or deviations customary in the sector, nor for differences in quality, number, size or finish.
5. Complaints with regard to a certain product do not affect other products or parts of the same agreement.
6. After processing of the goods at buyer’s no complaints are accepted anymore.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the Buyer, it is assumed to have been provided only as an indication, without the goods to be delivered necessarily having to correspond to it. This is different if the parties have expressly agreed that the good to be delivered will correspond to it.
2. In contracts relating to immovable property, the surface area or other measurements and indications are also presumed to be indications only, without the goods to be delivered having to correspond to them.
Article 10: Delivery
1. Delivery is ‘ex works/store/warehouse’. This means that all costs are for the buyer.
2. The Buyer is obliged to accept the goods at the moment that the Seller delivers them or has them delivered to him, or at the moment at which these goods are made available to him in accordance with the agreement.
3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller is entitled to store the goods at the Buyer’s expense and risk.
4. If the goods are delivered, the seller is entitled to charge any delivery costs.
5. If the seller needs information from the buyer for the execution of the agreement, the delivery time shall start after the buyer has made this information available to the seller.
6. A delivery period given by the seller is indicative. It is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default.
7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or if partial delivery has no independent value. In case of delivery in parts the seller is entitled to invoice these parts separately.
Article 11: Force majeure
1. If the seller cannot, not timely or not properly fulfill his obligations under the agreement due to force majeure, he is not liable for damage suffered by the buyer.
2. By force majeure the parties in any case mean any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer, such as illness, war or danger of war. civil war and riot, molestation, sabotage, terrorism, power failure, flood, earthquake, fire, company occupation, strikes, workers’ exclusion, changed government measures, transportation difficulties, and other disruptions in the seller’s business.
3. Furthermore, the parties understand by force majeure the circumstance that the supplier companies on which the seller is dependent for the performance of the agreement do not fulfill the contractual obligations towards the seller, unless the seller can be blamed for this.
4. If a situation as referred to above arises as a result of which the seller is unable to fulfill his obligations towards the buyer, then those obligations will be suspended as long as the seller is unable to meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in writing in whole or in part.
5. If the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution is only possible by registered letter.
Article 12: Transfer of rights
1. Rights of a party under this agreement may not be transferred without the prior written consent of the other party. This provision is a clause with effect under property law as referred to in Article 3:83(2) of the Dutch Civil Code.
Article 13: Retention of title and right of retention
1. The goods present at the Seller’s premises and the goods and parts delivered shall remain the Seller’s property until the Buyer has paid the agreed price in full. Until that time, the Seller may invoke its retention of title and take back the goods.
2. If the agreed amounts to be paid in advance are not paid or not paid on time, the Seller is entitled to suspend work until the agreed part is paid. This shall be regarded as default on the part of the creditor. In that case, a late delivery cannot be held against the seller.
3. The seller is not authorised to pledge or otherwise encumber goods that are subject to his retention of title.
4. The seller undertakes to insure the items delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage as well as against theft, and to make the policy available for inspection on demand.
5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will not be delivered until the buyer has paid in full and in accordance with the agreement.
6. In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately due and payable.
Article 14: Liability
1. Any liability for damage arising from or related to the performance of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance policy or policies taken out. This amount shall be increased by the amount of the excess under the relevant policy.
2. The seller’s liability for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates is not excluded.
Article 15: Duty to complain
1. Buyer is obliged to report complaints about the work performed to Seller immediately. The complaint must contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.
2. If a complaint is well-founded, the Seller is obliged to repair and possibly replace the goods.
Article 16: Guarantees
1. If warranties are included in the agreement, the following applies. The Seller warrants that the goods sold are in conformity with the contract, that they will function without defects and that they are suitable for the use which the Purchaser intends to make of them. This warranty is valid for a period of two calendar years after receipt of the sold items by the buyer.
2. The aforementioned warranty is intended to create a risk allocation between the Seller and the Buyer such that the consequences of a breach of a warranty will always be entirely at the Seller’s expense and risk and that the Seller can never invoke Section 6:75 of the Dutch Civil Code in respect of a breach of a warranty. The provisions of the previous sentence also apply if the Buyer was aware, or could have been aware, of the breach by carrying out an investigation.
3. The said guarantee does not apply if the defect has arisen as a result of injudicious or improper use or if – without permission – the buyer or third parties have made changes or tried to make changes or have used the purchased item for purposes for which it is not intended.
4. If the guarantee provided by the seller relates to a good produced by a third party, the guarantee is limited to the guarantee provided by that producer.
Article 17: Applicable law and competent court
1. Any agreement between the parties is governed exclusively by Dutch law.
2. The Dutch court in the district where MWTS has its registered office/practice is exclusively competent to take cognisance of any disputes between the parties, unless the law imperatively dictates otherwise.
3. The applicability of the Vienna Sales Convention is excluded.
4. If one or more provisions of these general terms and conditions are held to be unreasonably onerous in a court of law, the other provisions will continue to apply.