General Sales & Delivery WSS-Infocard Systems BV
Art. I General
1. If these Terms and Conditions form part of deals and agreements regarding the provision of supplies and / or services by the contractor, all provisions of these terms between the parties of power, if not both explicitly and in writing. A reference by the contract giver to your purchase, tender or other conditions are not accepted by the contractor.
2. In these Conditions shall apply:
- product: business, as well as services such as maintenance, consulting and inspection. This delivery to:
- contractor means a person who in his tender refers to this delivery;
- the client: the person to whom the above offer is made;
- authority: the adoption of work.
Art. II Offer
1. Each of the service offer is based engagement.
2. Each listing is based on execution of the agreement by the contractor under normal circumstances and during normal working hours.
Art. III Agreement
1. If the agreement is entered into, this is realized at the date of signing of the contract by the contractor succeeds on the day of dispatch of the written confirmation from the contractor.
2. If more work is seen all by the contractor in consultation, whether or not in writing, with the client during the execution of the agreement over the contract or order confirmation expressly stipulated quantities supplied and / or made by him or over in the contract or order confirmation expressly stipulated work performed.
3. Verbal promises and agreements with employees of the contractor does not bind the contractor until and if they are confirmed in writing by him.
Art. IV Price
1. The contractor prices are excluding VAT and other on the sale and delivery charges are public and are based on ex-factory, according to Incoterms in force at the date of the offer, except as otherwise in these conditions is determined. Below is the factory premises of the contractor.
2. If after the date the agreement is one or more of the cost factors increase a subject even though this is done under foreseeable circumstances, the contractor is entitled to the agreed price should increase.
3.In the agreement is the responsibility of the contractor understood by him to carry out more work separately to charge, once the appropriate amount to charge him is known. For the calculation of more work to in paragraph 1 and paragraph 2 of this article rules shall apply.
4. Cost budgets and plans, unless otherwise agreed, not separately charged. If the contractor is any recurrent new drawings, calculations, descriptions, models or tools, etc. need to be charged therefor.
5. The packaging is not included in the price and is charged separately. Packaging is not reversed.
6. Cost of loading and unloading and transportation of the customer supplied raw materials, intermediate products, models, tools and other things are not included in the price and are charged separately. Respect to animal costs paid by the contractor shall be considered as an advance at the expense of the client.
7. If the contractor has to install the product, the price includes mounting and business skills deliver the product to the place specified in the offer, including all costs, except costs incurred under the preceding paragraphs is not included in the price or in art. VII are shown. Actual costs incurred owing to weather will be charged.
Art. V Drawings, calculations, descriptions, models, tools
1. In catalogs, pictures, drawings, dimensions and weights etc. data are only binding if and insofar as they are expressly included in a contract signed by the parties or by the contractor signed order confirmation.
2. The contractor delivered the offer, and its manufacture or drawings, calculations, software, descriptions, models, tools, etc. remain the property regardless of whether costs are being charged. The information, which in one and other lies or behind the manufacturing and construction methods, products, etc., will remain exclusively reserved to the contractor, even though it charged. The customer warrants that such information, except pursuant to the Agreement, otherwise than with the written consent of the contractor is copied to third parties displayed, published or used.
Art. VI Delivery
1. The delivery is the latest of the following dates:
the day the agreement;
- the date of receipt by the successful tenderer for the execution of the contract documents, data, licenses, etc.;
- the day of the performance of the beginning of the work necessary formalities.;
- the date of receipt by the contractor according to the agreement before the commencement of the work in advance to be met. If a delivery date or week is agreed, the delivery by the period between the date the agreement and the delivery date or week.
2. The delivery time is based on the time of the conclusion of the current working conditions and timely delivery of the performance of work by the contractor ordered materials. If not the fault of the contractor delays due to change of such working conditions or because the implementation of the work in time ordered materials are not timely delivered, the delivery if necessary extended.
3. The product applies to the delivery if delivered when, where testing in the company of the contractor agreed to testing and in other cases where the shipment is anticipated, and after the client in writing and is without prejudice to the obligation of the contractor for performance of any assembly or installation requirements.
4. Without prejudice to the other in these conditions with regard to extending the delivery time specified, the delivery time extended by the duration of the delay on the part of the contractor incurred as a result of non compliance by the client to any obligation under this Agreement or it requires cooperation on the implementation of the agreement.
5. Subject to gross negligence on the part of the contractor, exceeding the delivery time the customer is not entitled to full or partial dissolution of the agreement. Exceeding the delivery time for whatever reason, the client is not entitled to it without judicial authorization to provide or to provide work to implement the agreement.
6. An excess of the prescribed delivery penalty should be considered in the place of any right of the purchaser to compensation. One such penalty is not payable if the rules governing the delivery due to force majeure.
Art. VII Installation
1. The client is against the contractor responsible for the proper and timely implementation of all facilities, equipment and / or conditions which are necessary for the preparation of the assembly product and / or the correct operation of the product is installed, unless and to the extent that such performance by or on behalf of the contractor is made by or by reason of the latter provided information and / or prepared drawings.
2. Notwithstanding paragraph 1, the client in each case on its own account and risk that: o the staff of the contractor, once the place of installation has arrived, work can begin and continue to perform during normal working hours and also, if the contractor deems it necessary, outside normal working hours, giving time to the client has communicated;
- suitable housing and / or all under government regulations, and use the required facilities for the staff of the contractor present, o access to the place of installation suitable for the required transport o the place of installation is suitable for storage and assembly;
- the lockable storage for equipment, tools and other things are present;
- the necessary and usual auxiliary workmen, auxiliary machinery, auxiliary and operating materials (fuels, oils and greases, cleaning and other consumables, gas, water, electricity, steam, compressed air, heating, lighting, etc. included), and for the holding of the principal normal measurement and test time and free of charge at the right place at the disposal of the contractor are;
- and all necessary safety precautions are taken and maintained, and that all measures taken and maintained order in the context of assembly / installation of the applicable government rules;
- at the start of and during the assembly sent the products to the right place are present.
3. Damages and costs that arise because the conditions in this article are not or are not timely paid, shall be borne by the client. 4. With regard to the assembly / installation time Article VI shall apply.
Art. VIII Inspection and testing over
1. The client will approve the product within 14 days after delivery as provided in Article VI, paragraph 3, respectively, where assembly / installation is agreed within 14 days after the assembly / installation. If this period without written notification of specified reasonable complaints has expired, the product is deemed to be accepted.
2. If a takeover is agreed, the test client after receipt or, if mounting / installation is agreed, after the assembly / installation contractor in place the necessary tests, and those improvements and changes that the contractor necessary. The acquisition will test immediately after the request of the contractor to do so in the presence of the client account. Where specified, test without reasonable complaint has been carried out, and if the developer fails to perform its obligations above, the product is deemed to be accepted.
3. The sponsor proposes the acquisition and testing for any necessary testing facilities, including those referred to in Art. Vil paragraph 2 sub f., and representative samples to any working or processing materials in sufficient time, free of charge at the right place at the disposal of the contractor, that the parties intended conditions of use for the product as much as possible can be simulated . If the client does not fulfill paragraph 2, last sentence, shall apply.
4. In case of minor deficiencies, especially those for use of the product is not or hardly affect the product regardless of these shortcomings are considered to be accepted. The contractor will such failures as soon as possible.
5. Without prejudice to the obligation of the contractor to fulfill its warranty obligations will be accepted according to the preceding paragraphs each claim of the client in respect of a deficiency in the performance of the contractor exclusive.
Art. IX Risk and ownership
1. Immediately after the product as supplied within the meaning of art. VI paragraph 3, the principal risk for all direct and indirect damage to or by this product may occur, except as to gross negligence of the contractor-inflicted. If the client remains in default after notice to the decline of the product, the contractor is entitled, the cost of storage of the product to the customer to charge.
2. Without prejudice to the preceding paragraph and in art. VI paragraph 3, the ownership of the product first on the client when all the client to the contractor in respect of deliveries or work due, including interest and costs, the contractor is fully met.
3. The contractor shall, if entitled to unhindered access to the product. The principal contractor will be any assistance to the contractor the opportunity to in paragraph 2 of title from exercising back ¬ tion of the product, including the appropriate any necessary disassembly.
Art. X Payment
1. Unless otherwise agreed, the payment of the agreed price shall be payable in 2 installments: 1 / 3 (one third) within 7 days after the agreement, 2 / 3 (two thirds) within 14 days after delivery, according Art. VI paragraph 3.
2. Payment of work done once the client has been charged.
3. All payments without any deduction or settlement at the premises of the contractor or by him to account.
4. If the customer does not pay within the agreed time, he is deemed to be legally in default, and the contractor without any notice to him right from the interest charges due to a rate of 3 points above the Dutch statutory rate and all of the collection of the claim covered by judicial and extrajudicial costs.
5. Payment must be made within 30 days after delivery unless otherwise agreed in writing.
Art. XI Guarantee
1. Notwithstanding the restrictions, the contractor in both the soundness of his product and the quality of that used and / or materials, in the case of inspection or testing over non-observable defects in the product, which the client proves that within 6 months after delivery, according to Article VI paragraph 3 occurred exclusively or predominantly as a direct result of an inaccuracy in the applied construction contractor or as a result of poor workmanship or poor material.
2. Paragraph 1 shall apply when an inspection or test is not over-observable defects which are caused exclusively or predominantly found in improper assembly / installation by the contractor. If assembly / installation of the product by the contractor is made in paragraph 1 shall warranty of 6 months to the day that the assembly / installation by the contractor is finished, except that in this case the warranty in any event terminate if 12 months after delivery, according to Article VI paragraph 3 has elapsed.
3. Onder in paragraph 1 and paragraph 2 warranty defects by the contractor will be removed by repair or replacement of the defective part, whether or not the business of the contractor, or by sending a part to replace, and a Other cities selected by the contractor. All costs that exceed the single obligation described in the preceding sentence, such as but not limited to transportation, travel and accommodation costs and costs of dismantling and assembly, shall be borne by the client.
4. Outside the guarantee in each case defects that occur in or in whole or in part the result of: o the non-compliance with operating and maintenance instructions or other than that for normal use, normal wear o;
- assembly / installation or repair by others, including the principal, o the application of any government regulation on the nature or quality of the materials;
- in consultation with the client used the materials or business o materials or business, provided by the developer to the contractor for processing information;
- materials, business, processes and structures, provided that clear instructions from the client application, and by or on behalf of the client supplied materials and business;
- by the contractor from third parties, provided that the third no guarantee to the contractor has provided.
5. If the customer does not, not properly or timely comply with any obligation, which for him from the agreement with the contractor or a related agreement arises, the contractor on any of these agreements to any guarantee whatever name held . If the client without the prior written approval of the contractor to removal, repair or other activities concerning the product or is about to lapse any claim under warranty.
6. Complaints in respect of defects as soon as possible after the discovery but no later than 14 days after the expiry of the guarantee in written form to be, in excess of any time any claim against the contractor in respect of such deficiencies. Legal proceedings on this subject within 1 year after the advertising time on pain of forfeiture proceedings to be made.
7. If the contractor to fulfill its guarantee obligations ¬ components / products to replace the replaced parts / products owned by the contractor.
8. In respect of the contractor repair or overhaul work performed or other services, unless otherwise agreed, only to guarantee the soundness of the implementation of dedicated work, for a period of 6 months. This warranty contains the sole obligation of the contractor in case of defects on the work, if defective, re-operations. The second sentence of paragraph 3, in which case shall apply.
9. In respect of the contractor's inspections, counseling and similar transactions is not guaranteed.
10. The alleged failure of the contractor of its warranty obligations relieve the principal of the obligations for him under any agreement with the contractor.
Art. XII Liability
1. The liability of the contractor is limited to compliance with Article XI of the conditions under warranty.
2. Subject to gross negligence on the part of the contractor and subject to the provisions of paragraph 1, all liability of the contractor, such as loss, damage and other indirect damage resulting from liability to third parties excluded.
3. The contractor is not liable for: o breach of patents, licenses or other rights of third parties resulting from use of or because of client information;
o damage or loss, for whatever reason, by the client available raw materials, intermediate products, models, tools and other things.
4. Even if the contractor without the separate design fee in order to have, but in the design advice, or aid or assistance of any kind, without, it the risk of the client. If the contractor paid services for the client, the contractor maximum liability for the amount of the fee charged.
5. The principal contractor is obliged to indemnify and hold harmless shall in respect of all claims by third parties for damages, for which the liability of the contractor in these conditions in the fee the client is excluded.
Art. XIII Majeure
1. Force majeure is in these Terms and Conditions mean the will of the independent contractor even though this fact at the time of the conclusion of the contract already provided that compliance with the agreement permanently or temporarily prevents and, to the extent it not already understood, war, war risk, civil war, riots, strikes, workers exclusion, transport difficulties, fire and other serious disruptions in the business of the contractor or its suppliers.
Art. XIV Suspension and dissolution
1. In case of inability to implement the agreement due to force majeure, the contractor is entitled, without judicial intervention or the implementation of the Agreement for up to 6 months to suspend either the fully or partly, without he any compensation will be. During the suspension, the contractor responsible and at the end he is obliged to opt for execution, or complete or partial dissolution of the agreement.
2. In the case of suspension of termination pursuant to paragraph 1, the contractor is entitled to demand immediate payment of implementing the agreement he reserved, in progress and manufactured commodities, materials, components and other items reflecting the value to them reasonably be granted. In case of dissolution under paragraph 1, the customer account after payment of the last sentence under the amount due including the matters to be taken, failing which the contractor is responsible for these matters and risk of the client to save or for his account to sell.
3. If the customer does not, not properly or timely comply with any obligation, which for him from the agreement with the contractor or a related agreement arises, or if good ground for the fear that the client is unable or will be to meet its contractual obligations to the contractor to comply, and in case of bankruptcy, suspension of payments, suspension, or partial liquidation or transfer to secure the business of the client, including the transfer of an important part of his claims, the contractor is entitled, without notice and without judicial intervention, the performance of each of these contracts for up to 6 months to suspend or to fully or partly, without any compensation that he or warranty will be without prejudice to the rights accruing to him. During the suspension, the contractor responsible and at the end he is obliged to opt for execution, or complete or partial dissolution of the suspended agreement (s).
4. In case of suspension under paragraph 3, the agreed price immediately due and payable, excluding the already paid time and as a result of the suspension by the contractor cost savings, and the contractor responsible for implementing the agreement he reserved , in progress and manufactured commodities, materials, components and other items for the account and risk of the client to save. In case of termination pursuant to paragraph 3, the agreed price as no prior suspension has occurred immediately payable, excluding the already paid time and as a result of the cancellation by the contractor cost savings, and the client account to the amount defined payable and including matters to be taken, failing which the contractor is responsible for these matters and risk of the client to store or sell on his behalf.
5. The client is not entitled to retroactive rescission of the contract claim.
Art. XV Disputes
1. Subject to the applicability of paragraph 2 of this Article and without prejudice to the possibility of seeking an injunction for interim relief to the President of the District Court, all disputes which may arise from a contract to which this delivery in whole or in part applicable, or in connection with further agreements which are a consequence of such agreement, to the exclusion of the ordinary courts shall be decided by a tribunal. This tribunal is appointed under the statutes of the Foundation Board of Arbitration for Metal Industry and Trade, established in The Hague, and rule in accordance with the statutes of that Council.
2. Where in the previous paragraph described disputes according to Dutch rules of civil procedure are among the absolute competence of the district, only the competent court may decide the dispute.
Art.XVI Returns
Be accepted only after prior consultation with an indication of the return order number and after our agreement. Goods we need to be technically possible to take back control. For the cost we are entitled to charge 15% of net sales amount.
Art. XVII Governing Law
All agreements to which these conditions apply in whole or in part, is applicable Dutch law, in force for the Kingdom in Europe.
These general sales and delivery are registered at the Chamber of Commerce Gooi-en Eemland to Amersfoort.
