1. Applicability

These general terms and conditions apply to all agreements between Technimex International BV and its customers and to all offers and to orders placed by the customer, to the exclusion of any general terms and conditions of the customer, of any nature whatsoever. Any departures from the applicability of these general terms and conditions and from these general terms and conditions themselves shall only be binding on us after they have been confirmed in writing to the customer. At the time an agreement comes into being, the customer is deemed to agree with the exclusive applicability of these general terms and conditions: the same applies to any further orders from the customer, issued orally, by telephone, by facsimile or in any other way, which therefore need not be confirmed in writing by us.

2. Offers

  1. All price lists, brochures and other information included with an offer shall be as accurate as possible. This information shall only be binding on us if this has been explicitly confirmed in writing. We shall be under no obligation to provide detailed information, unless otherwise agreed in writing.
  2. All brochures, price lists and all technical information included with these documents, such as drawings, designs, models, samples, etc. and all other written documents included with the offer shall explicitly remain our intellectual property. Without prior written permission, the customer is expressly prohibited from copying this information. The use of this information must be restricted to the customer’s own use within the framework of this offer and the order that has been placed, if any. At our first request and in the event that the customer shall not have concluded an agreement within the offer term or cancels the offer, all information must be returned to us at once.
  3. In the event that no agreement is concluded, we shall be entitled to charge the other party for all costs incurred in making a complicated offer.
  4. The prices quoted shall only apply for the quantities quoted.

3. The agreement

  1. An agreement only comes into existence when we have explicitly accepted and/or confirmed the order in writing. In the event of a binding offer term, the agreement shall take effect when the customer has accepted the offer. The order confirmation or binding offer is deemed to represent the agreement correctly and in full.
  2. Any additions and/or changes made at a later time and (oral) promises from us or our staff, representatives, agents or any other intermediaries shall only be binding when these have been confirmed in writing on our behalf by a person authorized to do so.
  3. In the event that no offer or order confirmation is sent due to the nature and scope of deliveries or works, the invoice shall also be considered as the order confirmation, which shall also be deemed to represent the agreement correctly and in full.
  4. Each agreement is entered into subject to the contingent condition that the customer is sufficiently creditworthy to fulfil its financial obligations under the agreement.
  5. Upon or following the conclusion of the agreement and before any (further) performance, we shall be entitled to demand surety from the customer that both financial and other obligations will be met.
  6. We shall be entitled to call in other parties for a proper performance of the agreement. If possible, we shall consult with the customer in this respect.

4. Circumstances beyond our control

  1. In this respect this shall include all circumstances beyond the control of the parties and all unforeseen circumstances as a result whereof the fulfilment of the agreement by us can no longer be reasonably required by the customer. Circumstances beyond our control shall in any case include: strikes, excessive staff absence through illness or absenteeism, transport problems, insufficient supply of raw materials and/or parts, fire, government measures, including import and export bans, quota restrictions, interruptions of operations at suppliers and subcontractors and non performance by suppliers and subcontractors as a result whereof we cannot (or can no longer) fulfil our obligations towards the customer.
  2. In the event that in our opinion the circumstance beyond our control is temporary, we shall be entitled to suspend the performance of the agreement until such time as the circumstance beyond our control no longer occurs.
  3. In the event that in our opinion the circumstance beyond our control is permanent, the parties may effect an arrangement on the dissolution of the agreement and the ensuing consequences. We shall not be liable for any compensation, of any nature whatsoever.
  4. We shall be entitled to demand payment for the work carried out in the performance of the agreement concerned before the situation causing the circumstance beyond our control became apparent.

5. Prices

  1. Any price quoted is without obligation, unless a binding offer term applies.
  2. Unless stated otherwise, the prices shall be:
    • based on the levels of the purchase prices, wages, wage costs, social security contributions and government charges, freight costs, insurance premiums and other costs prevailing on the date of the offer and/or order;
    • based on delivery ex works
    • excluding VAT and any other duties;
    • based on delivery ex works/warehouse for orders outside the Netherlands;
    • excluding the costs of installation and start-up, unless stated otherwise, in which case these costs shall be specified separately;
    • excluding the costs of packaging;
    • stated in Euro, subject to the right of adjustment following any changes in exchange rates.
  3. Unless agreed otherwise, there will be a minimum order value of EUR 100,00 net.
  4. In the event of an increase of the cost price factors, we shall be entitled to adjust the order price accordingly, all this subject to any existing legal provisions in this respect.

6. Costs and risks pertaining to transport

  1. Unless otherwise agreed delivery will be ex works/warehouse
  2. In order to protect our goods against damaging packaging is necessary. Packaging costs are not included in the prices and will be charged separately.
  3. For orders with an invoice value below EUR 350,00 VAT excluded, we shall be entitled to charge EUR 15,00 for handling costs.

7. Delivery and delivery terms

  1. Unless otherwise agreed, delivery shall be ex works /warehouse.
  2. The delivery time and/or installation term agreed shall commence on the day on which we have all the required information and documents at our disposal. Without prejudice to the provisions of article 16, the time of delivery shall be the moment at which the goods are unloaded (the actual transfer). The risk for the goods shall then pass to the customer. The selected incoterms (latest edition) shall apply to deliveries outside the Netherlands.
  3. The customer shall be obliged to inspect the delivered goods and/or the packaging within 24 hours of delivery for any shortages or damage or to carry out this inspection within 10 days of our notification that the goods are at the disposal of the customer. The customer must report any shortages and/or damage found upon delivery to us within 24 hours after delivery. Failure to do so shall entitle us not to handle any complaints in this respect.
  4. We shall be entitled to make partial deliveries which may be invoiced separately. In that case the customer shall be obliged to pay in accordance with the provisions of article 14 of these terms and conditions, unless otherwise agreed in writing.
  5. In the event that the goods are to be inspected on the instructions of the customer, the goods shall be deemed to be delivered other than stated in clause 2 of article 7 when the goods or the major parts thereof are ready for testing/inspection at the manufacturer concerned (third parties or Technimex International BV) and after the customer has been notified of this in writing. From that time the goods shall be for the risk of the customer, even if the goods are still to be transported by us.
  6. In the event that the goods are not accepted within 10 days of delivery or, in the event of call contracts, the customer fails to observe the call term agreed upon, we shall be entitled to invoice the goods concerned and to store these goods from that time completely at the customer’s expense and risk.
  7. Agreed delivery times are always approximate. In the event of late delivery, the customer shall be entitled to set a fair term of at least 14 days for delivery of the goods. In the event that the goods are still not delivered within this term, the customer shall be entitled to dissolve the agreement, without any obligation on our part to pay any damages of any nature whatsoever. The term of 14 days does not apply to specifically ordered products with a long delivery time and specific applications or required inspections. In these cases an extra term is applicable which is proportionate to the complexity and the delivery terms of these products.

8. Acceptance, inspection and claims

  1. In the event that the customer fails to submit a complaint to us in writing for defects that do not come under clause 3 of article 7 within 7 days of delivery and/or installation of the goods, the customer shall be deemed to have accepted the goods. In the event of a complaint, the customer must leave the goods as they are until we have investigated the complaints.
  2. If it has been agreed that the customer will inspect the goods or will have the goods inspected at the factory or at our premises, and the customer has not exercised this right within10 days of being notified of the opportunity so to do, the goods shall be deemed to have been definitively accepted by the customer. Unless otherwise agreed in writing, the cost of the inspection, certificate and certification shall be borne by the customer.
  3. Any claims in respect of visible defects shall be made at once during the testing or inspection at the plant of the supplier concerned or at our premises or, in the event that no testing or inspection takes place, within the term referred to in article 7.3.
  4. Goods returned shall only be accepted by us if:
    • we have given our prior approval in writing;
    • the goods are returned carriage paid, unless agreed otherwise;
    • the goods are stock or standard materials;
    • the goods have not been delivered more than 6 weeks ago, unless agreed otherwise.
  5. If it cannot be demonstrated that we have made an error, we shall charge 20% of the net price for costs with a minimum of EUR 70,00. All freight charges incurred by us shall be deducted from the amount to be credited.

9. Product and quantity tolerances

  1. We cannot accept any liability for colour differences that are no more than colour nuances. The customer cannot derive the right to refuse the delivery from this.
  2. In respect of products for which the wall thickness, plate thickness or weights in grams have been indicated, we shall be allowed a tolerance of up to 10% more or less.
  3. In respect of the tolerances for differences in dimensions and/or hardness we refer to the international standards laid down for the products concerned, all such to the extent that the offer does not explicitly depart from these standards in writing and no special specification has been agreed to in writing.

10. Intellectual property rights

  1. In the event of the production of articles in accordance with drawings, samples, models or other instructions in the broadest sense, to be received by us from our customer or through our customer from third parties, our customer fully guarantees that the production and/or delivery of these articles shall not constitute an infringement of any patent, brands, rights of use, trade models or any other right of third parties and our customer indemnifies us against all possible claims.
  2. In the event that a third party objects to production and/or delivery on account of any alleged right, we shall be entitled solely on the basis hereof to stop production and/or delivery at once and to demand compensation of the costs incurred, without prejudice to our rights to any possible further compensation from our customer, without being held liable for any compensation to our customer. We shall be obliged to notify the customer at once of any objections received by us from third parties against the production and/or delivery of the article concerned.

11. Guarantee and service

  1. Defects in delivered goods destined for long-term use can be repaired or replaced by a new delivery for twelve months following the delivery, solely at our judgment, in the event that in our opinion or in the manufacturer’s opinion the defects can be blamed on design errors, the material used or the manufacture, as a result whereof the goods are unusable to the customer for the intended purpose. This guarantee does not cover consumables, such as seals and hoses.
  2. The customer must report the defects within 14 days of finding these defects or reasonably should have found these defects.
  3. Goods that qualify for repairs and/or investigation must be sent carriage paid to our address. In the event that we have to carry out repairs or investigations outside our premises, we shall be entitled to charge the customer the travelling expenses, any transport costs and the costs of the test equipment to be used. Investigation and repairs shall in principle be done at our premises during normal working hours. Solely in the event of a separate service agreement, this work can take place outside normal working hours. In the event that the goods submitted for investigation or repairs do not show any defects, all cost incurred shall be borne by the customer.
  4. All claims for repair or replacement shall be cancelled in the event that the customer itself changes or repairs the delivered goods or has these goods changed or repaired or does not use the delivered goods exactly in accordance with any instructions included or in any other way handles or uses the goods improperly or for a purpose other than the original purpose.
  5. Failure of the customer to fulfil one of its obligations shall exempt the supplier from its obligations under this article. 6. Apart from the obligation in the first clause of this article we shall not be liable for any compensation. Nor shall we be liable for any damage or injury inflicted on objects or persons during work at the customer’s premises on the grounds of the obligations under this article.

12. Liability

  1. Without prejudice to imperative law, we shall not be liable for any damage of any kind, directly or indirectly, among which loss of profits, damage to movable or immovable properties or to persons, both of the other party and third parties. The other party shall be obliged to indemnify and compensate us for all costs, damage and interest on our part which might result directly from claims of third parties against us in respect of events, acts or negligence for which we are not liable to the other party under these terms and conditions. Subject to the provisions of this article, we shall in any case not be liable for damage caused by the improper use of the delivered goods or the use thereof for a purpose different from the purpose for which the goods are suitable by objective standards. Nor shall we be liable for damage caused by a defect in our product in the event that:
    • we did not put the product on the market;
    • in view of the circumstances, it may be assumed that the defect causing the damage did not exist at the time the product was put on the market by us or that this defect occurred at a later time;
    • our product was not manufactured for sales purposes or for any other form of distribution with an economic purpose, nor manufactured or distributed as part of the operation of our business;
    • the defect is a result of the fact that the product is in accordance with strictly binding government regulations;
    • it was impossible to detect the existence of the defect on the basis of current scientific and technical knowledge at the time the product was put on the market by us;
    • as far as the manufacturer of a part is concerned, the defect can be blamed on the design of the product of which the part is an element or on the instructions given by the manufacturer of the product.
  2. Complying with the statutory guarantee/claim duties and/or payment by us or by our insurer(s) of the damage assessed, shall be considered to be the only and general damages. Otherwise the other party shall indemnify us explicitly and completely.
  3. We accept no liability whatsoever for the damage resulting from infringements on patents, licenses and/or other intellectual property rights of third parties resulting from the use of information issued by or on behalf of the customer, such as drawings, models, etc. in the broadest sense. In the event that in the written agreement made with the customer or in our order confirmation we refer to technical, safety, quality and/or other regulations relating to products, the customer shall be deemed to know them, unless he immediately informs us of the contrary. We shall then supply him with further details of these regulations. The customer shall undertake to notify his buyers at all times of the above regulations in writing.
  4. In the event that we assist with installation and/or start-up while this is not stated in the order, this is done at the request of the customer and at the customer’s expense and risk.
  5. The mere acceptance of the delivered goods by or on behalf of the other party shall indemnify us against any claims of the other party and/or third parties to pay damages, irrespective of the cause of the damage, except for compliance with obligations.
  6. In respect of advice given we shall only be liable for normally avoidable and/or foreseeable shortcomings therein, however, up to a maximum of the stipulated advice compensation.
  7. If we shall be obliged to buy the goods from another source, any (contractual) stipulations applicable to the transaction shall also be in force with respect to the other party, if and insofar we shall be able to invoke them.
  8. Except for intent or gross negligence on our part and except for our guarantee obligation, we shall never be liable for any damage to the customer, among which also included consequential loss, immaterial damage, loss of profits or environmental damage, or damage as a result of liability to third parties.

13. Payment

  1. Unless otherwise agreed, payment must be made net without any discount or offsetting, by means of payment or transfer into a bank and/or giro account designated by us within 30 days of the invoice date. We shall be entitled to allocate a credit restriction charge. The transaction date shown on our bank and/or giro statements shall be the date of payment. In the event of orders for more than EUR 25.000,- VAT excluded and provided that no other agreement has been reached, we may demand payment of the agreed price in three instalments, i.e.:
    • 40% upon acceptance of the order
    • 40% upon shipment of the goods to the indicated address
    • 20% within 30 days of the second instalment or after the notification that the installation is completed.
  2. In the event that the customer fails to pay in time, without any notice of default being required, he shall be liable to pay interest at a rate of 0.5 percent above the legal interest rate per month (+6% on an annual basis) or part of a month which is considered to be a whole month on the invoice amount calculated from thirty days after the invoice date, and all costs (with a minimum of +15%), including legal costs, connected with collection of the agreement price.
  3. Each payment by the customer serves first to pay the interest owed and the collection and/or administrative costs incurred by us and shall then be deducted from the oldest outstanding claim.
  4. In the event that the customer:
    • is declared bankrupt, proceeds with the assignment of its estate, applies for a moratorium or in the event that all or part of his property is attached;
    • dies or is placed under legal restraint;
    • fails to fulfil any legal obligation or any obligation under these terms and conditions;
    • fails to pay an invoice amount or part thereof within the stipulated term;
    • terminates or transfers all or a significant part of its business, including the transfer of its business into a company, whether to be set up or existing, or changes the purpose of its company;

    we shall be entitled, solely by the fact of the occurrence of one of the above events, to dissolve the agreement without any judicial intervention and to demand payment in full of any amount owed by the customer on account of work and/or deliveries carried out by us without any warning or notification of default being required, all such without prejudice to the right to compensation of costs, loss or damage and interest.

14. Notification obligation

  1. In the event that the customer is obliged by law to immediately notify government bodies or industrial insurance boards after it has been shown that the customer cannot pay, the customer shall be obliged to notify us at the same time and in writing.

15. Reservation of title

  1. All goods delivered by us, including the good installed by us at the premises of the customer or its principal in accordance with the agreement, shall remain our property until the time of payment in full of everything owed by the customer under this agreement or under any related agreement, including interest and costs.
  2. In the event that the goods delivered are treated, processed or mixed at the customer’s premises or by the customer, we shall obtain joint ownership of the resulting new goods and/or the goods composed with the delivered goods in the value of the original goods delivered.
  3. The customer shall be obliged to keep the delivered goods, as long as these are not used, clearly separated from other goods as long as the ownership has not been transferred. In the event of non-payment of an amount due, suspension of payment, application for a moratorium, bankruptcy, placement under legal restraint, death or liquidation of the customer, we shall be entitled, without any notification of default being required and without judicial intervention, to recover the goods delivered but not paid for or not paid for in full as our property, offsetting the amount already paid, if any, but without prejudice to all rights to claim compensation for any loss or damage.
  4. The customer must enable us at all times to immediately recover unpaid and/or leased goods, wherever these may be.
  5. The goods may be resold or used by the customer in the conduct of normal operations, but the goods may not be encumbered in any way whatsoever. In the event of resale of goods that have not been paid for, the customer shall be obliged to retain title and, at our first request, to transfer all claims up to the amount owed to us in a non-possessory lien.

16. Right of retention

  1. We shall have the right of retention on all goods held by us for or on behalf of the customer, irrespective of the cause, as long as the customer has not fulfilled all its obligations to us. 2. We shall be obliged to manage these goods in accordance with good business practice without the customer having any right to compensation in the event of destruction, partial loss and/or damage through no fault of ours. The risk for the goods remains with the customer.

17. Disputes and applicable law

  1. All our offers, agreements and the performance thereof shall be governed by Dutch law, with exclusion of the act of 15 December 1971 governing the enforcement of the treaty concluded on 1 July 1964 in The Hague relating to the uniform act in respect of the international purchase of tangible movable property, TRB 1964 no. 117 and 1968 nr. 13 (Public Journal 1971, S780 and S781) and the Vienna commercial treaty of 11 April 1980.
  2. All disputes, including those only considered as disputes by one party resulting from or in connection with the agreement to which these general terms and conditions apply or the terms and conditions themselves and the interpretation or implementation thereof in actual and legal terms shall be submitted to the district court in Apeldoorn, the Netherlands, in as far as allowed by law.
  3. In the event of a dispute, the information in our records shall be conclusive, subject to proof to the contrary.

18. Filing

  1. These General Terms and Conditions are to be filed.

Content

  1. Applicability
  2. Offers
  3. The agreement
  4. Circumstances beyond our control
  5. Prices
  6. Costs and risks pertaining to transport
  7. Delivery and delivery terms
  8. Acceptance, inspection and claims
  9. Product and quantity tolerances
  10. Intellectual property rights
  11. Guarantee and service
  12. Liability
  13. Payment
  14. Notification obligation
  15. Reservation of title
  16. Right of retention
  17. Disputes and applicable law
  18. Filing