General terms and conditions ATECA International B.V.
Art. I General
1. When these General Terms and Conditions are part of tenders and agreements concerning the performance of deliveries and/or services by ATECA International B.V., hereinafter referred to as “supplier”, all terms are effective between the parties involved, unless both parties agree otherwise in writing. A reference by the client to its own terms and conditions will not be accepted by the supplier.
2. For the purpose of the following supply conditions:
Product: installation, service, maintenance, water samples, water analysis and inspection.
In these terms, the client is the party to whom the aforementioned offer is directed.
Art. II Offer
The execution of the offer agreement by the supplier is based on normal circumstances and normal working hours.
Art. III Agreement
1. When the written agreement is made, it shall become effective on the date of signing of the client, or on the date of the written order confirmation by the client.
2. Verbal promises made by and agreements with subordinates of the supplier are only binding when confirmed in writing by the supplier.
Art. IV Price
1. The prices quoted by the supplier are exclusive of VAT and other sales, delivery, and government charges. Moreover, the prices are based on delivery from production. Production refers to the production facility of the supplier.
2. If after the date of conclusion of the agreement, one or more of the cost factors are increased, even if this occurs due to foreseeable circumstances, the supplier is entitled to increase the agreed price.
Art. V Delivery
1. The product is delivered when the delivery form is signed by the client or an acceptant.
2. Except for gross negligence on part of the supplier, delivery time exceedances are not a reason for full or partial termination of the agreement.
Art. VI Installation
The client is responsible to the supplier for the correct and timely implementation of all installations, facilities and/or conditions that are necessary for the preparation of the product to install.
Art. VII Installation Completion
Installation completion and commissioning will be affected after the client signed the installation and commissioning form(s).
Art. VIII Risk and Ownership
1. Immediately after the product has been delivered in the sense of Art. V paragraph 1, the client bears the risk for all direct and indirect damage to or caused by the product, except to the extent attributable to gross negligence of the supplier.
2. Notwithstanding the preceding paragraph and stated in art. V paragraph 1, the ownership of the product goes to the client when all owed to the supplier, on account of deliveries or activities including interest and costs, is paid by the client.
3. The supplier shall be entitled, when appropriate, to unhindered access to the product. The client shall pay the supplier in order to allow the supplier the opportunity of exercising retention of title referred to in paragraph 2 by taking back the product, including any necessary disassembly.
Art. IX Payment
1. Unless otherwise agreed, the payment for the product and installation will be made in 2 installments:
25% (one quarter) within 7 days after the conclusion of the agreement;
75% (three quarters) within 14 days after delivery in accordance with art. V paragraph 1.
2. All payments must be made without any deduction or set off to an account designated by the supplier.
3. All other payments will be made within 14 days after the date of invoice.
4. If the client does not pay within the agreed period, the client will be be legally in default. The supplier can charge him or her, without any prior notice, an interest on top of the outstanding sum that is 3 points above the statutory interest rate in the Netherlands. In addition, the collection of the claim judicial and extrajudicial costs.
Art. X Warranty
1. The warranty has a duration of 24 months after delivery in accordance with art. V paragraph 2. Subject to the following restrictions, the supplier guarantees the quality of the product supplied by him and the quality of the materials used and/or delivered materials.
2. The defects covered by warranty referred to in paragraph 1 shall be removed by the supplier by means of repairing or replacing the defective part, either by the supplier, or by sending a replacement part to the client, this is always decided by the supplier. All costs that exceed the sole obligation as described in the preceding sentence, such as, but not limited to, transport costs, travel costs, and costs of disassembly and assembly, shall be paid by the client.
3. The warranty does not apply to defects that are wholly or partly a result of:
a. Noncompliance with operating and maintenance instructions or other than anticipated normal use; b. normal wear and tear; c. assembly / installation or repair by third parties, including the client; f. materials or goods supplied for processing by the client to the supplier; g. materials, goods, methods and constructions insofar as specifically directed by the client have been applied to the supplied materials and goods; h. by the supplier of third party components, provided that the third party has not given a warranty to the supplier.
4. If the client does not properly or timely fulfill any obligation to the supplier agreement or any related agreements, the supplier, with respect to these agreements, can not be held to the warranty. If the client, without a prior written approval of the supplier, starts or proceeds with disassembly, repair, or other work on the product, no claim to the warranty can be done.
5. When the supplier replaces parts / products, to comply with its guarantee obligations, the replaced parts / products become property of the supplier.
6. The alleged nonperformance by the supplier of its warranty obligations do not relieve the client from the obligations arising from any agreement concluded with the supplier.
Art. XI Liability
1. The liability of the supplier is limited to fulfillment of Art. X of the described conditions of the warranty obligations.
2. All liability of the supplier, such as business interruption, other indirect damage, and damage as a result of liability towards third parties, is excluded. Except for gross negligence on part of the supplier and subject to the provisions of paragraph 1.
3. The client is obliged to indemnify the supplier or indemnify against all third party claims for compensation for damage for which the liability of the supplier in these conditions in the relationship with the customer is excluded.
Art. XII Force Majeure
In these Terms and Conditions, Force majeure of the supplier means any out of control circumstance even though it was already foreseeable at the time of conclusion of the agreement which permanently or temporarily prevents fulfillment of the agreement and wherever not already included, war, threat of war, civil war, rebellion, terrorism, strikes, lockouts, transport difficulties, power and system outages, fire and other serious disruptions in the business of the supplier or his suppliers.
Art. XIII Suspension and termination
1. If the client does not properly or timely fulfill any obligation of the agreement or any related agreement that was concluded with the supplier, or if there is good reason to fear that the client will not be able or will be unable to fulfill its contractual obligations to pay the supplier, and in case of bankruptcy, suspension of payment, closure, liquidation, or partial transfer, whether or not as security deposit of the client, including the transfer of an important part of his claims. The supplier is entitled to suspend the performance of each of these agreements without notice and without judicial intervention for a maximum of six months, or to dissolve them completely or partially, therefore, without having to pay any compensation or give any guarantee and without prejudice to his other rights. During the suspension the supplier is entitled and obligated to choose execution, either complete or partial dissolution of the suspended agreement(s).
2. In case of suspension pursuant to paragraph 3, the agreed price shall be immediately due and payable, after deduction of the net installments already paid and the result of the suspension by the supplier costs saved. The supplier is responsible for the implementation of the agreement by him reserved, processed and manufactured raw materials, materials, parts and other things to save the expense and risk of the client. In case of termination pursuant to paragraph 3, the agreed price is, if there is no prior suspension held, immediately due and payable, after deduction of the net of the installments already paid and the result of the termination by the supplier costs saved. The client is accountable for the above described amount to be paid and to take matters included therein, failing to do so by the client, entitles the supplier to save these goods at the expense and risk of the client or to sell on his behalf.
3. The client is not entitled to claim retroactive termination of the agreement.
Art. XIV Disputes
1. Subject to the application of paragraph 2 of this article and without prejudice to the possibility of requesting a preliminary injunction interim measures to the President of the competent District Court in all disputes that may arise out of a contract to which the present supply conditions in whole or part of his application, or as a result of further agreements which are a consequence of such agreement shall be settled to the exclusion of the ordinary courts by an arbitral tribunal. This tribunal is appointed in accordance with the statutes of the Foundation Board of Arbitration for Metal Industry and Trade, established in The Hague, and shall rule in accordance with the statutes of the Council.
2. To the extent described in the preceding paragraph, disputes according to Dutch civil law belong to the absolute competence of the subdistrict court and can only be settled by the responsible judge.
Art. XV Applicable law
All agreements to which these conditions apply in whole or in part are applicable to the Dutch law.