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Definitions

TheSupplier: the legal entity, hereinafter to be referred to as TFD, who hasaccepted the order referred to under a or submitted a quote or offer prior to apossible order.

1 General
1.1 Theseterms and conditions are applicable to all agreements entered into by TFD,whereby TFD undertakes to provide goods {and/or services}. It is an establishedfact between TFD and the customer that once an agreement is entered intosubject to the terms and conditions listed below, these will also apply to allsubsequent transactions in full.
1.2 Thecustomer’s general terms and conditions, however described, will not beapplicable and are emphatically rejected by TFD, unless these are accepted byTFD in writing.
1.3 Inthese terms and conditions the term ‘customer’ is taken to mean ‘the naturalperson or legal entity who commissioned the Supplier to buy or sell and/orsupply goods {or to perform work and/or provide services}’;
1.4 Theseterms and conditions are not applicable to natural persons, who do not exercisea profession or run a business (consumers).

2 Agreement
2.1 Quotes,official lists and other notices by TFD are not binding for TFD. If an offermade by TFD is accepted, TFD reserves the right to revoke this offer withinthree working days after receipt of the acceptance.
2.2 Verbalpromises and agreements reached with TFD employees will only be binding for TFDafter these have been explicitly confirmed in writing.
2.3 In theevent of a discrepancy between the order placed by the customer and theconfirmation issued by TFD, only TFD’s confirmation will be binding. Thecustomer is therefore expected to take proper note of any confirmation given byTFD and to contact TFD immediately in the event of any inaccuracies.
2.4 TFDreserves the right to demand payment in advance or a security deposit and tosuspend the full or partial execution of the agreement in anticipation of this.If this payment in advance is not received or if the security deposit is notprovided to TFD’s reasonable wishes, TFD will reserve the right to dissolve theagreement without the necessity of court proceedings, without prejudice toTFD’s right to claim damages.
2.5 If TFDcannot in all reasonableness be expected to fulfil its delivery obligation due tocircumstances beyond its control, TFD will reserve the right to postpone thedelivery. If these circumstances continue for more than two months, then bothparties will be entitled to dissolve the agreement relating to the goodsaffected by circumstances beyond TFD’s control for the future by means of asimple written statement.
2.6Circumstances beyond TFD’s control among other things – though not exclusively– include:
a) Businessinterruptions or interruptions of operations of any nature, and irrespective ofhow these came about;
b) Delayedor late delivery by (among other things the ships of) TFD’s suppliers or one ofthese or by a third party/third parties;
c)Transport difficulties or transport restrictions of any nature, as result ofwhich the transport to TFD’s company or from TFD’s company to the customer ishampered or impeded;
d) Importand export restrictions of any nature whatsoever.
2.7 Anyadditions, amendments or additional agreements to the agreement will only applyif they have been agreed in writing.
2.8 Thegoods are sold and supplied with due regard for the accepted tolerances fordimensions, quantities and weights, unless explicitly agreed otherwise.
2.9 TFDcannot be held liable for mistakes contained in the representations, sizes, weights,quantities and/or price (lists) of any nature whatsoever.
2.10 If anagreement entered into is cancelled by the customer, the customer will owe TFD20% of the amount of the invoice in the event that TFD has not yet notified thecustomer that the goods are ready for collection or delivery. In the event ofcancellation after the above-mentioned notification the customer will owe TFD50% of the invoice amount.

3 Deliverytime
3.1 Theagreed delivery times are always approximate and subject to unforeseencircumstances, including explicitly – though not exclusively – the situation inwhich the transport by one of FTD’s suppliers is delayed.
3.2 It thedelivery time is exceeded, TFD will only be in default if it is put in defaultby the customer in writing and has been given a reasonable time to as yetfulfil the agreement.
3.3 TFD atall times reserves the right to make part deliveries. In this case, theprovisions laid down in the previous paragraphs of this article will apply toeach part delivery.
3.4 If thedelivery time is exceeded, this does not give the customer the right todissolve the agreement and/or claim damages, unless the customer is able toprove wilful misconduct or gross negligence on the part of TFD.

4Complaints
4.1 If anydamage is established when the goods are delivered, the customer will need tomake a note of the damage on the receipt. If there is no opportunity at thetime of delivery to establish possible damage to the goods delivered, thecustomer will need to make a note of this on the receipt. If no note appears onthe receipt, the goods will be deemed to have been delivered undamaged.
4.2 In thecase of Article 4.1. possible complaints will need to be submitted to TFD inwriting within 7 (seven) working days after the date of delivery.
4.3 Othercomplaints need to be reported to TFD in writing within an appropriate amountof time, though in any event within two months after the defect was discoveredor could reasonably have been discovered.
4.4 At therisk of forfeiting all rights, any legal proceedings should be instituted nolater than within one year after timely complaint registration.

5 Liability
5.1 TFD’sliability is limited to the agreements formulated in the guarantee. In so faras the guarantee deviates from these terms and conditions, these terms andconditions will prevail.
5.2 If thegoods purchased are (intended to be) sold on to a third party, the customerundertakes to pass on any complaints by a third party about the goods sold toTFD directly. Failure to do so will result in the customer not being able toclaim any compensation of costs and damages reimbursed or reimbursed to thethird party.
5.3 TFD’sliability for all direct costs and damages in any way related to or caused byfault or shortcoming on the part of TFD, will at all times be limited to therepair or replacement or reimbursement of the (proportional) invoice amount.
5.4 TFDwill under no circumstances be liable for indirect damage such as consequentialdamage and loss of profits or losses due to delays which the customer, or apossible third party to whom the goods have been sold on, either directly orindirectly or in any connection with the agreement, will suffer in the executionof the agreement entered into with the Supplier.
5.5 TFD hastaken out a product liability insurance. Any product liability is, in so far asthe law permits, limited to the amount that will be paid out by the productliability insurance in the case in question, increased by the policy excessunder that insurance.

6 Intellectual property
6.1 Unlessagreed otherwise with the customer, TFD will retain the copyrights and allindustrial property rights on the models, data, drawings or designs, etc. suppliedby it.
6.2 Therights on the data referred to in Article 6.1 will remain the property of TFDirrespective of whether any costs were charged to the customer to produce them.This data may not be reproduced, copied, used or shown to third parties withoutTFD’s explicit permission, on penalty of a fine of EUR 50,000, which isimmediately payable and due, without prejudice to TFD’s right to claim damageson legal grounds.
6.3 Thecustomer has to return the data provided to it referred to in Article 6.1 uponfirst request within the term set by TFD. If the customer fails to do so, thecustomer will owe TFD a fine of EUR 1,000 a day, which is immediately payableand due, without prejudice to TFD’s rights to claim damages on legal grounds.
6.4 In thecase of production based on the customer’s models, data, drawings, or designs,the customer will be responsible for ensuring that any possible rights,including copyrights, belonging to third parties are duly observed. It willneed to indemnify TFD against any claims within this context.

7 Transport
7.1 If thegoods, irrespective of the agreed mode of transport, are ready for collectionby the customer or are (ready to be) delivered to the customer’s site and TFDhas notified the customer of this, the customer will be obliged to takedelivery of them immediately. Failure to fulfil this obligation gives TFD theright to either store the goods at the customer’s expense and risk,respectively keep them in storage and invoice them to the customer without thecustomer being able to subsequently refuse to pay for them because they havenot yet been delivered, or to dissolve the agreement without judicialintervention, without prejudice to TFD’s right to claim damages and costs.
7.2 {Thegoods to be supplied by TFD are transported for the account and risk of TFDwith due regard for Article 7.3, unless explicitly agreed otherwise. If noagreements have been reached on this, the mode of transport and the transportroute will be determined by TDF.}
7.3 TFDwill deliver orders with a value in excess of EUR 1,000 excluding VAT withinthe Netherlands, with the exception of the Wadden islands, carriage paid. Inother cases the freight and handling charges will be passed on to thepurchaser. The freight and handling charges will be provided on request.

8 Price and payment
8.1Irrespective of whether they have been given verbally, in writing by specialquote or otherwise, all prices quoted by TFD are based on information providedat the time of the request and exclude value added tax and other governmentcharges on the sale and delivery.
8.2 TFDreserves the right to change the agreed price when one or more of the followingcircumstances arise after the offer is made and/or the agreement is enteredinto: exchange rate fluctuations, increases in the cost of materials, semi-finishedproducts or services that are essential for the execution of the agreement,including government charges, or – generally speaking – similar conditions.
8.3 Eachpayment needs to take place within 14 (fourteen) days after the invoice date,without the customer being entitled to any discounts or deductions. Thecustomer becomes in default immediately after this period has lapsed. Thecustomer does not reserve the right to offset any claims against TFD or tosuspend its payment obligations.
8.4 If thecustomer is in default, the customer will owe the statutory commercial interestin accordance with Article 6:119a of the Netherlands Civil Code.
8.5 If TFDneeds to take (extra) judicial measures in connection with non-timely payment,all costs arising from this will be payable by the customer, which will amountto at least 15% of the outstanding claim with a minimum of EUR 150, withoutprejudice to the right to full damages.
8.6 TFDreserves the right to suspend delivery of the goods if and as long as the customerdoes not fulfil any of the obligations it has towards TFD arising from theagreement in full or in part or fails to do so properly or on time. In theevent that the customer fails to remedy its failure to fulfil the agreementwith immediate effect in spite of demands by TFD to do so, TFD reserves theright to dissolve the agreement without the necessity of court proceedings andwithout being obliged to pay any damage suffered by the customer.

9 Retentionof title
9.1 All ofthe goods supplied will exclusively remain the property of TFD until such timeas the customer has fulfilled all obligations – arising from or associated withagreements whereby TFD has undertaken to deliver, including claims in respectof fines, interest and costs.
9.2 If thecustomer fails to fulfil any of its obligations towards TFD arising fromparagraph 1 of this article or there are reasonable fears that the customerwill not fulfil the above-mentioned obligations, TFD will be entitled to takeimmediate possession of the goods delivered without notice of default beingrequired, irrespective of where they are. The costs of taking back the goodswill be charged to the customer.
9.3 As longas the above-mentioned claims have not been settled, the customer will not beentitled to dispose of the goods in question {outside normal businessoperations} or to establish a right of pledge or non-possessory pledge on thegoods in question.    

10 Disputes
10.1 Allagreements entered into by TFD are governed by the laws of the Netherlands. TheVienna Sales Convention is not applicable and neither are any otherinternational regulations that may be excluded.
10.2 Anydisputes arsing from this agreement or from further agreements aimed at itsexecution can exclusively be presented to the court in Zwolle. TFD neverthelesscontinues to be authorised to institute legal proceedings against the customerbefore the court which has jurisdiction according to the law.


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I, ElisabethAdriana Christina Anna van den Meijdenberg, sworn translator for the Englishlanguage (listed in the Dutch Quality Register for Interpreters and Translatorsunder number 828), do solemnly and sincerely declare that the above is a full,true and faithful translation of the document seen by me.

 

Waalwijk, 9 December 2010