GENERAL TERMS AND CONDITIONS FOR DELIVERY
hereinafter to be referred to as: user
Article 1 Definitions
1. In the present general terms and conditions, the following
terms are used in the sense given below, unless explicitly indicated
User: the user of the general terms and conditions;
Consumer: an opposite party being a natural person who does not
act in the course of a business or in the course of a profession;
Agreement: the agreement between the user and the consumer;
Consumer purchase: the agreement of sale concerning a movable
thing concluded by a seller acting in the course of a profession or a
business, and a consumer being a natural person, who does not act in
the course of a profession or business.
Article 2 General
1. The present terms and conditions shall apply to each and every
offer, tender and agreement between user and a consumer, to which
user has declared the present terms and conditions applicable,
insofar as parties have not explicitly deviated from the present
terms and conditions in writing.
2. The present terms and conditions shall also apply to agreements
with user, the execution of which calls for the services of third
3. Possible deviations from the present general terms and
conditions shall only be valid provided they have been explicitly
agreed upon in writing.
Article 3 Offers and Tenders
1. All offers and tenders shall be free of obligation and shall be
made in one written form or other, unless user forgoes a written
offer for practical, urgent or other reasons. The offer shall bear a
date, or shall provide the possibility to be determined according to
2. User shall only be bound by offers and tenders if the consumer
accepts such, preferably in writing, within thirty days. The prices
given in an offer shall include VAT, unless indicated otherwise.
3. It shall not be possible to bind user to his offers and tenders
if the consumer should have understood in accordance with the
requirements of reasonableness and fairness and according to the
usual criteria in social and economic life that the offer or tender,
or part thereof, obviously contains a mistake or an error in writing.
4. If the acceptance deviates (on secondary items) from the offer
given, user shall not be bound by it. The agreement shall in such
event not be concluded in accordance with said deviating acceptance,
unless user indicates otherwise.
5. A compound quotation shall not oblige user to deliver part of
the goods contained in the offer or tender against a corresponding
part of the given quotation.
6. Offers and tenders shall not apply automatically to repeat
Article 4 Conclusion of the Agreement
1. The present agreement shall be concluded through the timely
acceptance by the consumer of user's offer.
Article 5 Delivery
1. Unless agreed upon otherwise, delivery shall be made to
2. The consumer shall be held to take delivery of the purchased
goods the moment said goods are at his disposal or handed over to
3. If the consumer refuses to take delivery of the purchased goods
or fails to give the information or instructions necessary to their
delivery, the goods destined for delivery shall be stored at the
consumer's risk following notification of the consumer by user. In
said event, the consumer shall owe all additional costs.
4. If the consumer and user agree upon service, delivery of the
purchased goods shall be charged, unless user communicated the
conditions laid down to the consumer the moment the agreement was
concluded. In the event of delivery, user shall reserve the right to
invoice the service charge separately.
5. If delivery in stages has been agreed upon, user can suspend
the execution of the parts belonging to a following stage until the
consumer has approved in writing the results of the stage prior to
6. If, in the framework of the execution of the agreement, user
requires data to be given by the consumer, the term of delivery shall
commence after the consumer has provided user with said data.
7. If user has given a term of delivery, it shall only be
indicative. A given term of delivery shall therefore never constitute
a term to be observed on penalty of forfeiture of rights. The final
term of delivery shall, however, never exceed the given term of
delivery by more than one week, unless there is a matter of force
majeure. If the term of delivery is exceeded, the consumer must give
user notice of default in writing.
Article 6 Guarantee
1. User shall guarantee that the goods to be delivered shall meet
the usual requirements and standards that can be set for and made
upon them and that they shall be free of any defect whatsoever.
2. The guarantee mentioned under 1 shall equally apply if the
goods to be delivered are destined for use abroad and if the consumer
explicitly informed user of this use in writing the moment the
agreement was entered into.
3. The guarantee mentioned under 1 shall be valid for a period of
12 months following delivery.
4. User shall give the consumer a written certificate of
guarantee. In the absence thereof, the note of purchase shall serve
as proof with respect to the guarantee.
5. If the good to be delivered does not comply with said
guarantee, user shall, at his discretion, replace or see to the
repair of the good, within a reasonable period of time following
receipt thereof, or, if the good cannot be returned in reason,
following notification of the defect by the consumer. In the event
the good is replaced, the consumer shall already now undertake to
return the replaced good to user and to transfer ownership of it to
6. The guarantee mentioned for this purpose shall not apply when
the defect originated as the result of injudicious or improper use or
when the consumer or third parties have introduced changes or tried
to introduce changes to the good without user's consent in writing or
if they have used it for purposes for which the good was not
7. In case the delivered good does not comply with the agreement
and this non-conformity is a defect as mend in the product-liability
rules, the user is not liable for any consequential damage resulting
from the defect.
8. All that is stated in these general terms and conditions about
guarantee, has no effect on the guarantees of the consumer by reason
of the law, everything with due observance of the provisions set out
in these general terms and conditions and in the agreement, including
the nature and quality of which is sold and delivered to the
Article 7 Samples and Models
1. If user has shown or given the consumer a sample or model, the
good shall correspond with it, unless the showing happened or the
sample was given by way of indication.
Article 8 Retention of Title
1. User shall remain the full owner of the delivered good until
the purchase price has been paid in full.
Article 9 Inspection & Complaints
1. The consumer shall be held to inspect the delivered goods (to
have the delivered goods inspected) the moment of delivery (handing
over), but in any case in as short a period of time as possible. In
this respect, the consumer must examine whether the quality and the
quantity of the delivered goods comply with what was agreed upon, or
at least whether they meet the requirements applying to said goods in
normal (business) transactions.
2. Possible visible shortcomings must be communicated in writing
to user within three days following delivery and this together with
the simultaneous submission of the certificate of guarantee and the
defect good, unless the latter is impossible or unreasonably onerous.
3. The consumer must inform user of a non-visible defect within 8
days following its detection, but in any case before the guarantee
period expires, observing the stipulations of the previous paragraph
of the present article. When the guarantee period has expired, user
shall be entitled to charge the consumer for all repair or
replacement costs, including administration and shipment costs as
well as call-out charges.
4. If in accordance with the previous paragraph, the consumer
files his complaint in due time, he shall still be held to take
delivery and effect payment of the goods purchased. If the consumer
wishes to return defect goods, he shall do so following prior consent
in writing from user.
Article 10 Transfer of Risk
1. The risk of loss of, or damage to the products being the
subject of the agreement, shall be transferred to the consumer the
moment said products are judicially and/or actually delivered to the
consumer and therefore fall into the power of the consumer or of
third parties to be appointed by the consumer.
Article 11 Price Increase
1. If user agrees upon a certain price with the consumer the
moment the agreement is concluded, user shall nevertheless be
entitled to increase the price, even in the event that the initial
price was not given subject to approval.
2. If a price increase takes place within the first three months
following the conclusion of the agreement, the consumer can dissolve
the agreement with a written statement regardless the percentage with
which the price was increased, unless
the increase is the result of a
power given to the user by law the user is obligated to increase the
price by (virtue of) law.
it is stipulated that delivery will take place more than three
months after parties have entered into the contract.
Article 12 Payment
1. Unless agreed upon otherwise, payment must be made by money
transfer to user's account in advance of delivery.
2. If payment is not made by transfer or in cash upon delivery, it
must be effected within 14 days from the date of invoice, in a way to
be indicated by user and in the currency in which the goods were
3. Contestation of the amount of the invoices shall not suspend
the fulfilment of the payment obligation.
4. After the expiry of 14 days from the date of invoice, the
consumer shall be in default by operation of law; commencing on the
moment the consumer is in default, he shall owe an interest of 1% per
month on the amount due and payable, unless the statutory interest
rate is higher, in which case the statutory interest rate shall
5. User's claims and the consumers obligations vis à vis
user shall become due on demand in the event of bankruptcy,
suspension of payment or curatorship.
6. User shall be entitled to have the payments made by the
consumer go first of all to reduce the costs, subsequently to reduce
the interest still due and finally to reduce the principal sum and
the current interest. User shall have the right, without this leading
user to be in default, to refuse an offer for payment, if the
consumer designates a different sequence of attribution. User shall
be entitled to refuse full payment of the principal sum, if said
payment does not include the interest still due, the current interest
and the costs.
Article 13 Suspension and Dissolution
1. Consumer has the right to return the product within 14 working days after delivery. Within 14 days after the product has been received by user, the price that has been billed for the product will be returned to the consumer. If the product is an entire order and the product is not part of an order that contains more products than what has been returned to user, the originally billed shipping costs will also be returned. Shipping costs for the return shipment from consumer to user will be paid by consumer. Products that were customized by request of Consumer, for instance cables cut to a required length, are excluded from refund, unless the product or the customization contains faults.
2. User shall be authorised to suspend the fulfilment of the
obligations under the agreement or to dissolve the agreement, in the
consumer does not fulfil or does not fully fulfil his
obligations resulting from the agreement
after the agreement has been concluded, user learns of
circumstances giving good ground to fear that the consumer will not
fulfil his obligations. If good ground exists to fear that the
consumer will only partially or improperly fulfil his obligations,
suspension shall only be allowed in so far the shortcoming justifies
consumer was asked to furnish security to guarantee the
fulfilment of his obligations resulting from the agreement when the
contract was concluded and that this security is not provided or
3. User shall furthermore be authorised to dissolve the agreement
(have the agreement dissolved) if circumstances arise of such a
nature that fulfilment of the obligations becomes impossible or can
no longer be demanded in accordance with the requirements of
reasonableness and fairness, or if other circumstances arise of such
a nature that the unaltered maintenance of the agreement can no
longer be demanded in all reasonableness.
4. If the agreement is dissolved, the user's claims against the
consumer shall be forthwith due and payable. If user suspends
fulfilment of his obligations, he shall retain his rights under the
law and the agreement.
5. User shall always retain the right to claim damages.
Article 14 Collection Charges
1. If the consumer fails to fulfil one or more of his obligations
or defaults on one or more of them, then all reasonable costs
incurred to have all extrajudicial costs and debts paid shall be
borne by the consumer. If the consumer remains in default of payment
within the set time period, he forfeits a immediately payable fine of
15% on the amount due at that moment. This with a minimum of €50.
2. If user demonstrates that he has incurred higher expenses,
which were necessary in reason, said expenses shall also qualify for
3. The reasonable judicial and execution costs possibly incurred
shall equally be borne by the consumer.
4. The consumer shall owe interest over the made collection
Article 15 Safeguarding
1. The consumer shall safeguard user against claims filed by third
parties concerning intellectual property rights on material or data
provided by the consumer, which shall be used for and during the
execution of the agreement.
2. If the consumer provides user with information carriers,
electronic files or software etc., the former shall guarantee that
said information carriers, electronic files or software are free of
viruses and defects.
Article 16 Intellectual Property and Copyrights
1. Without prejudice to the other stipulations of the present
general terms and conditions, user shall reserve the rights and
authorities to which user is entitled under the Copyright Act.
2. The consumer shall not be allowed to introduce changes to the
goods and material provided, unless the nature of the delivered goods
and material dictates otherwise or if agreed upon otherwise in
3. The designs, sketches, drawings, films, software and other
material or (electronic) files, possibly produced by the user within
the framework of the agreement, shall remain user's property,
irrespective of the fact whether they have been handed over to the
consumer or to third parties, unless agreed upon otherwise in
4. All documents, such as designs, sketches, drawings, films,
software, (electronic) files, etc., provided by user, shall be
destined to be used by consumer exclusively and must not be
reproduced, made public or brought to the notice of third parties by
consumer without prior consent from user, unless the nature of the
documents provided dictates otherwise.
5. User shall reserve the right to use the knowledge gained due to
the execution of the work for other purposes, in so far no
confidential information shall be brought to the notice of third
parties when doing so.
Article 17 Liability
1. If the goods delivered by user are defective, user's liability
vis à vis the consumer shall be limited to the arrangements
made in the present terms and conditions under "Guarantee".
2. When the producer of a defective good is liable for
consequential damage, the user's liability shall be limited to
repairing or replacing the defective good, or to returning the
3. Without prejudice to the above, user shall not be liable if the
damage is attributable to intentional act or omission and / or gross
negligence and / or imputable actions, or to injudicious or improper
use on the part of the consumer.
4. The limitations of liability for direct damage contained in the
present terms and conditions shall not apply if the damage is due to
intentional act or omission or gross negligence on the part of user
or his subordinates.
Article 18 Force Majeure
1. Parties shall not be held to fulfil any of their obligations if
they are hindered to do so due to a circumstance through no fault of
their own and which cannot be attributed to them by virtue of law, a
legal action or generally accepted practice.
2. In addition to the provisions of the law and the judge-made law
in this respect, force majeure shall in the present general terms and
conditions furthermore be understood to be any external circumstance,
be it envisaged or not, on which user cannot have any influence but
which prevents user from fulfilling the obligations. Industrial
action at user's company shall also be understood to be a
circumstance of force majeure.
3. User shall also be entitled to invoke force majeure if the
circumstance rendering (further) fulfilment of the obligation(s)
impossible, commences after the point in time on which user should
have fulfilled his obligation.
4. Throughout the duration of the circumstances of force majeure,
parties shall be entitled to suspend the fulfilment of their
obligations. If this period lasts for more than two months, either of
the parties shall be entitled to dissolve the agreement without any
obligation to pay the opposite party damages.
5. Insofar user has already parially fulfilled his obligations
resulting from the agreement at the moment the circumstance of force
majeure commenced or shall be able to fulfil them and insofar
separate value can be attributed to the part already fulfilled or
still to be fulfilled respectively, user shall be entitled to
separately invoice the part already fulfilled or still to be
fulfilled respectively. The consumer shall be held to pay this
invoice as if it were a separate agreement.
Article 19 Disputes
1. The Court in user's place of business shall have exclusive
jurisdiction to hear actions, unless the District Court is the
competent Court. User shall nevertheless be entitled to submit the
dispute to the Court deemed competent by the law.
2. Parties shall only refer the matter to the court if they have
done their utmost to solve the dispute in mutual consultations.
Article 20 Applicable Law
1. Dutch law shall apply to each and every agreement between user
and the consumer. The Vienna Sales Convention shall be explicitly
Article 21 Changes to the Terms and Conditions,
interpretation and their location
1. The present terms and conditions have been filed at the office
of the Chamber of Commerce in Utrecht, The Netherlands.
2. The Dutch version of these general terms and conditions
prevails at all time in case of disputes with regard to the
interpretation and purpose of these terms and conditions.
3. The most recently filed version shall always apply, or, the
case ensuing, the version valid at the time the agreement was