Article 1.

  1. All transactions are governed by these general conditions.
  2. Insofar as supplier may agree to terms different from these general conditions, then the remainder of these general conditions shall remain in force.

Article 2. Creation of a contract

All offers are subject to contract, unless they specify a period for acceptance. If an offer that is subject to contract is accepted, supplier has the right to withdraw the offer within two working days of receipt of the acceptance. There is a binding contract once supplier confirms an order within eight days of receipt of such order or when it begins to carry out the order.

Article 3. Amendments

  1. Any amendment to a contract shall only be binding if it is agreed in writing between supplier and client.
  2. If any amendment leads to an increase or decrease in the costs then the agreed price should be amended accordingly by written agreement between the parties.
  3. In the absence of agreement as to amendment of the price there is deemed to be a dispute between the parties which shall be subject to the article in these general conditions headed “disputes”.

Article 4. Delivery date

  1. An agreed delivery date is not a deadline unless specifically agreed otherwise. If delivery cannot be made in time, client must therefore serve supplier with written notice of default.

Article 5. Transfer of ownership

  1. Subject to sections 2 and 3 of this article, the ownership of goods transfers to client upon delivery.
  2. a. Supplier retains ownership of all goods it delivers to client until such time as client has complied with all its contractual liabilities. Retention of title also applies in respect of any claim that supplier may have against client due to any breach of any obligation of client to supplier. All costs connected with the return of the goods are payable by client.
    b. Until such time as ownership of the goods transfers to client, such goods may not be pledged, nor any other third-party right secured thereon, except as provided in part e below.
    c. Client has the required duty of care towards goods that are subject to a retention of title and must identify them as the property of supplier.
    d. If client is in breach of its payment obligations to supplier or if supplier has good grounds to fear that client will breach such obligations, then supplier is entitled to take back the goods that are subject to the retention of title. Once the goods are taken back, client shall be credited for their market value, which may not be more than the original purchase price, less the costs incurred in taking back the goods.
    e. Client is permitted to sell or transfer to a third party the goods that are subject to a retention of title as part of its normal business operations.
    3. If supplier has justified doubt as to the ability of client to make payment, then supplier is entitled to postpone delivery of the goods until client has provided security for the payment. Client is liable for any loss suffered by supplier as a result of this delayed delivery.
    4. Supplier retains any industrial and intellectual property rights to the goods/services.
    5. Unless specifically agreed otherwise, client’s right to use the delivered goods/services is restricted to client’s business. The goods/services supplied by supplier may not be made available to any third party without its specific consent.

Article 6. Force majeure

  1. During force majeure supplier’s obligation to supply and other obligations are suspended. If the period during which supplier is unable to meet its obligations due to force majeure continues for more than two months, then either party may terminate the contract without the need for a court order and without thereby incurring any liability to pay compensation to the other.
  2. If at the start of the period of force majeure supplier has already met some of its obligations or if it is able to meet part of its future obligations, then it is entitled to invoice for such part as it has supplied / can supply and client must pay this invoice as though it were a separate contract.

Article 7. Liability

  1. Supplier accepts liability for any loss suffered by client resulting from an attributable breach of its obligations, if and insofar as such liability is covered by its insurance, up to the amount paid out under such insurance.
  2. If for any reason the insurer does not pay out, then liability is limited to the amount invoiced.
  3. As an exception to the provisions of sections 1 and 2 of this article, supplier accepts no liability for loss resulting from failure to deliver on time as a result of any change in circumstances and loss resulting from lack of cooperation, information or materials on the part of client.
  4. Supplier accepts no liability for goods that are made available to it by client or put in its possession.
  5. Supplier is not liable for any breaches of patents, licenses or other third-party rights through the use of data that it is provided by or on behalf of client in the performance of the contract.

Article 8. Price and payment

  1. The agreed price is net of VAT and other government duties.
  2. Supplier is entitled to pass on increases in prices. If the price increase is greater than 10% then client is entitled to terminate the contract.
  3. Client must pay the price in the following way:
    a. For contracts of €50,000 or more:
    i. 50% before delivery
    ii. 50% within 14 days after delivery.
    b. For contracts less than €50,000:
    i. 100% within 14 days after delivery.
  4. Payment must always be made within 14 days of any invoice or part invoice, unless agreed otherwise in writing.
  5. In the event of late payment, client is entitled to charge interest at the rate of 3% per month on the sum invoiced.
  6. Any payment made by client shall first be used to clear any liability for interest and costs, and then to clear outstanding invoices, the oldest first, even if client specifies that payment is in respect of a later invoice.

Article 9. Termination

  1. If client is in breach of its contractual obligations and has failed to comply with any notice of default within a period of one week, supplier is entitled to terminate the contract without the need for a court order. In such a case, client is liable for any loss suffered by supplier. Any payment obligations relating to work or goods already supplied remain enforceable.
  2. If supplier takes judicial or extrajudicial steps as a result of client’s attributable breaches of its obligations, the costs of such steps are payable by client.
  3. Notwithstanding client’s existing payment obligations the contract will be terminated without any court order and without the need for any notice of default at such time as client may be declared insolvent, applies for a moratorium, or loses control over its assets or any part thereof as a result of an attachment order, placement under receivership or otherwise, unless the receiver or administrator acknowledges the obligations under the contract as an estate debt.
  4. In such cases, client is liable for loss suffered by supplier.

Article 10. Disputes

  1. As an exception to the statutory rules as to the competence of the civil courts, any dispute between the parties that the Court is entitled to hear shall be brought before the Court of Zutphen, in the Netherlands. Supplier, however, remains entitled to summon client to appear before such court as is recognized by law or relevant international treaty.


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