Terms and Conditions

Van Drotech B.V. in Sevenum, filed with the Limburg-Noord Chamber of Commerce under number 09070238.

Article 1. Definitions

In these terms and conditions the following definitions apply:
“supplier”: Drotech B.V., with its registered office and principal place of business in Sevenum.
“buyer”: the counterparty or counterparties to any agreement concluded with the aforementioned supplier for the delivery of goods and/or services and/or other performances.

Article 2. Applicability

1. Only these terms and conditions apply to all offers made by the supplier and/or orders accepted by the supplier, as well as to all other contractual relationships between the supplier and the buyer.
2. All provisions deviating from these general terms and conditions, even if they appear in general terms and conditions used by the customer, or if the customer refers to them in any writing, are not binding on the supplier. These general terms and conditions can only be deviated from by written agreement between the supplier and the buyer.

Article 3. Offer

1. Unless stated otherwise in writing, the supplier’s offers are without obligation. An offer containing a term can nevertheless be revoked by the supplier, even after receipt of the order, provided that within five days.
2. All offers are based on delivery under normal circumstances and during normal working hours.
3. Images, catalogues, drawings and further information provided by the supplier are not binding.

Article 4. Formation, scope and nature of the agreement

1. An agreement is only deemed to have been legally concluded after the supplier has confirmed the order in writing or has commenced implementation. Offers or promises from third parties are not binding on the supplier, unless these third parties have been authorized to do so in writing by the supplier.
2. The order confirmation from the supplier is binding for the scope and nature of the agreement.
3. The agreement only includes the delivery of those goods and services, which are specified in the aforementioned order confirmation.

Article 5. Risk clause

1. The price or prices stated in the offer is/are based on the cost-determining factors at that time.
2. If, during the period between the date of offer and that of delivery, the prices of raw materials, materials, equipment, energy, wages, social security charges, taxes and/or other cost-determining factors, including the calculated prices are subject to change, the supplier is entitled to change the quoted or agreed price accordingly.

Article 6. Dissolution of the agreement

If the customer does not, not properly or not in time, fulfill any obligations imposed on him by the agreement, or in the event of bankruptcy, suspension of payment, receivership, shutdown, liquidation or full or partial transfer of the customer’s business, he will be deemed shall be in default by operation of law and the supplier shall be entitled to declare the agreement concluded with the customer in whole or in part without summons, notice of default or judicial intervention, without the supplier being obliged to pay any compensation or guarantee.

Article 7. Delivery time

1. The agreed delivery time starts as soon as the supplier has confirmed the order in writing, is in possession of all documents and data to be provided by the customer with the order and has received any agreed down payment.
2. Exceeding the delivery time, for whatever reason, does not entitle the customer to compensation for direct or indirect damage, or compensation for any costs whatsoever, or dissolution of the agreement or non-compliance with any resulting from the agreement. obligation.

Article 8. Delivery, Risk

1. Delivery of products takes place at the moment and at the location where the products are ready for shipment at the supplier or at a different location to be indicated by the supplier.
2. All items travel at the expense and risk of the customer, even if the shipment is made free of charge, despite any indication to the contrary on the transport documents.
3. Part deliveries are allowed.
4. The risk passes to the customer at the time of delivery.
5. Supplier has the right to arrange the time and method of shipment at its own discretion, unless the supplier has expressly accepted instructions to the contrary from the customer. Costs arising from storage in respect of delayed shipment, which delay is attributable to the customer, will be fully borne by the customer from the eighth day after the supplier informs the customer that the goods are ready for shipment.

Article 9. Retention of title

1. Delivery is subject to retention of title. This reservation applies to claims for payment of all goods delivered or to be delivered by the supplier to the customer under any agreement and/or work performed in the context of delivery, as well as to claims due to the customer’s failure to comply with these agreements. .
2. Supplier is authorized in one of the cases as described in article 12 to take back the delivered goods that have remained the property of the supplier in accordance with the previous paragraph, at the expense of the customer. Such a return shall be deemed, if the supplier gives written notice, as a dissolution of the agreement(s) concluded with the customer, but does not affect the other claims of the supplier. Insofar as necessary, the supplier is considered to be irrevocably authorized by the customer to remove or have removed the relevant items from where they are located. retention of title.
3. The Buyer is authorized, if and insofar as necessary in the context of its normal business operations, to dispose of the goods subject to the retention of title. If the customer makes use of this authority, he is obliged to deliver the goods on which the retention of title rests to third parties only subject to the supplier’s property rights. He is also obliged to grant the supplier, at the supplier’s first request, an undisclosed pledge on the claims he has or will have against the third parties concerned. In the event that the customer refuses this, this provision shall serve as an irrevocable power of attorney to the supplier to establish this right of pledge.
4. Vertical transport is at the expense and risk of the customer, despite any indication to the contrary on the transport documents.

Article 10. Control and advertising

1. The Buyer is obliged to inspect the goods within eight working days of receipt. Any complaints must have reached the supplier in writing and with reasons within eight days after discovery of possible imperfections by the customer. Complaints that reach the supplier after six months after delivery will no longer be processed by the supplier (except in exceptional cases of leniency at the sole discretion of the supplier).
2. Slight deviations, which fall within the usual tolerances in accordance with good commercial practice, are no grounds for complaints.
3. The handling of a complaint does not suspend the payment obligation of the customer.

Article 11. Payment

1. All payments must be made within 30 days of the invoice date, unless another payment arrangement has been agreed in writing.
2. All payments must be made without any deduction and/or set-off in the manner as agreed.
3. If the customer does not pay within the agreed term, he is deemed to be in default by operation of law and the supplier has the right, without any notice of default, to pay him 1.5% interest on the outstanding amount from the due date or part of a month to be charged.
4. All extrajudicial costs for collecting the amount owed to the supplier, including collection, bailiff and lawyer costs, are for the account of the customer. The extrajudicial collection costs amount to at least 15% of the invoice amount.
5. During the performance of the agreement, if there are serious indications that justify doubts about the solvency of the customer, the supplier is entitled to suspend the fulfillment of its obligations until the customer has provided sufficient security for compliance at its request. of its obligations under that agreement.

Article 12. Warranty

1. The supplier guarantees, with due observance of the following restrictions, the soundness of the goods delivered by him, in such a way that defects, of which the customer proves that they have arisen within 12 months after delivery, exclusively, at least mainly will be replaced free of charge by the supplier as a result of faulty raw material and/or material, provided that the customer gives the supplier the opportunity to do so.
2. The warranty obligation described in the previous paragraph lapses if one or more of the circumstances mentioned below should occur.
   1. The fault is the result of incorrect use or insufficient maintenance;
   2. work has been performed on the delivered goods by the buyer or third parties, without written approval from the supplier being obtained;
   3. the customer has failed to fulfill its obligations under the agreement.
3. Repair and/or replacement of a part will never extend the warranty period for the entirety of the delivered goods.
4. Unless expressly agreed otherwise, the supplier is only obliged to fulfill the warranty obligations described in this article within the Netherlands.

Article 13. Liability

1. The liability under the agreement is expressly limited to the fulfillment by the supplier of the warranty obligations referred to in Article 12.
   Any liability with regard to trading loss or other indirect damage is expressly excluded.
2. Except in the case of gross negligence or intent, the supplier is not liable for costs, damage or interest arising as a result of:
   1. acts or omissions of subordinates or persons by the supplier for the execution of the agreement;
   2. exceeding the delivery time.

Article 14. Force Majeure

1. Force majeure, to be understood as any circumstance beyond the will and actions of the supplier, whether or not foreseeable at the time of entering into the agreement, as a result of which compliance cannot reasonably be expected from the supplier, the supplier has the right to fulfill its obligations to suspend. Force majeure includes (but is not limited to): lack of raw materials, factory or transport disruptions of any kind, strikes, lack of personnel, quarantine, epidemics, mobilization, state of siege, war, disturbances, obstructed or closed landings by land, sea or in the air, frost loss, shortcomings by third parties engaged by the supplier for the performance of the agreement, as well as all obstacles caused by government measures. The same circumstances regarding suppliers or experts engaged by the supplier are also covered by this provision.
2. If a force majeure situation occurs on the part of the supplier, the supplier will inform the customer as soon as possible and inform him whether fulfillment is still possible and, if so, within what period.
3. If fulfillment is impossible, or although it is not permanently impossible, but cannot yet take place within three months, both parties are entitled to dissolve the agreement by notifying the other party in writing, without the one party against the other claim for compensation. With regard to the part of the agreement already performed by the supplier, the customer remains obliged to pay.
4. If, as a result of force majeure as described above, the amount of available product is at any time insufficient to cover the supplier’s own needs or those of the supplier’s customers, the supplier is entitled to supply these relations pro rata during the continuation of the force majeure situation. of the stock present at the supplier, without being obliged to make up the missing amount.

Article 15. Applicable law, Mediation clause, competent court

1. If a dispute relating to (a shortcoming in) the implementation of this agreement cannot be settled by means of consultations between the parties, the parties will make every effort to resolve the dispute before going to the competent court. by means of mediation in accordance with the Regulations of the Netherlands Mediation Institute Foundation, as they read three months prior to entering into this agreement.
2. If it proves impossible to resolve a dispute as referred to in the above article by means of mediation, the dispute will be settled by the competent court in Arnhem.
3. The above is without prejudice to the parties’ authority to take precautionary measures.