Article 1 Definitions
- TWC: Trading With Commitment B.V., the user of these terms and conditions, registered office in Gorinchem, registered with the Trade Register under Chamber of Commerce number 11.06079 million.
- Other party: the natural person or legal entity, with whom TWC has an agreement.
- Agreement: between the TWC and the other party agreement reached with TWC is committed to the delivery of goods, including non-exhaustive included electrical equipment, systems, control and automation systems.
- Written: under written communication is also understood electronically mediated communication.
Article 2 General
- These terms and conditions apply to every offer and every agreement reached between TWC and the other party.
- The applicability of any purchase or other conditions of the other party is explicitly rejected.
- The provisions in these conditions can be waived only in writing. If the provisions of the agreement differs from the provisions of these terms and conditions, the provisions in the agreement.
- Destruction or invalidity of one or more of these provisions shall not affect the validity of the remaining provisions. In some cases, parties are obliged to act in concert in order to make an alternative arrangement in respect of the affected clause. As far as possible is the purpose and intent of the original provision must be respected.
Article 3 Offer and conclusion of agreements
- Any offer or quotation is binding.
- Obvious mistakes in the offer TWC are not binding.
- an offer based the other party can not derive any rights to data provided inaccurate or incomplete by the other party.
- TWC is not obliged to accept an order.
- An offer does not automatically follow-up agreements.
- Agreements are considered concluded at the time the order placed by the other party by TWC has been confirmed in writing.
- catalogs or other duly written documents provided by TWC agreed determine the characteristics and specifications of the products to be delivered, and any rules relating to the application and / or processing. At oral statements or opinions of Helmacab regarding the features and specifications of the products to be delivered to the other party can never derive any rights.
Article 4 Delivery
- Unless expressly agreed otherwise applies the place of supply for this purpose delivery address given by the other party.
- In respect of supplies for which the nature or extent provided no offer or order confirmation shall be deemed that the delivery note reflects the agreement correctly and completely.
- TWC committed the deadlines agreed between the parties as they fall due. However, all mentioned periods are only indicative, non-mandatory. The other party does not previously entitled to terminate the agreement after TWC has given written notice of default which he TWC a reasonable time, the agreement to meet yet and fulfillment after the latter period is still not forthcoming.
- Exceeding the stated delivery the other party is never entitled to refuse to accept the goods and / or to pay the agreed purchase price. If the other party nevertheless refuses to accept the goods delivered TWC is entitled to elsewhere store the goods delivered at the expense and risk of the other party, without prejudice to the obligation of the other party to pay the purchase price.
- If the goods can not be delivered due to a circumstance that the defendant is attributable TWC will save the expense and risk of the other party subject to the obligation of the other party to pay the purchase price. At the first request of Helmacab shall notify the other party within what period the business will be taken yet. This period will never be more than three months after the date of the request referred to in the previous sentence. TWC is entitled to terminate the agreement if the other party, after the expiry of the period referred to in the preceding sentence, acceptance of the goods still has left. The agreed purchase price, all costs, damages and interest coming forward recoverable.
- Unless otherwise expressly agreed TWC reserves to the right to partial deliveries take place.
- The risk of loss or damage to the goods passes to the party at the time that cases are taken by or received on behalf of the other party.
- Packaging, crates, pallets, reels and similar remain at all times the property of TWC. The party is held in the preceding sentence shall within thirty business days after delivery to return undamaged.
Article 5 Suspension and termination
- TWC is empowered to suspend performance of the contract or, if the circumstances warrant termination, to terminate the contract with immediate effect if:
- After concluding the agreement TWC learns of circumstances giving good ground to fear that the other party will not fulfill its obligations;
- the other party does not timely or not fully comply with its obligations under this agreement.
- If the other party is in a state of bankruptcy, suspension of payment is requested, any seizure of his goods was made or where the defendant otherwise not freely dispose of his assets, TWC is entitled to terminate the agreement with immediate effect.
- Furthermore, TWC is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract impossible or unaltered maintenance which can not be demanded of him reasonably.
- All related to a suspension and / or termination of the agreement to make additional costs and damages will be borne by the other party.
- The other party will never claim any form of compensation in connection with the by TWC under this article exerted suspension and termination rights.
- If TWC agreement under this article dissolves all claims against the other party immediately due and payable.
Article 6 Force majeure
- TWC is entitled to the implementation of the agreement to suspend if it prevented on grounds of force majeure has continued to implement the agreement without making the other party to claim any form of compensation. TWC does the force majeure situation as soon as possible written notice to the other party.
- Force majeure exists if TWC, as a consequence of a circumstance that come after him under the law, legal act or generally accepted practice in traffic can not be imputed, prevented its obligations under the agreement (in time).
- If the force majeure situation lasts longer, or to continue, then three months, both parties are entitled to terminate the agreement.
- the other party for services already provided Also in cases of force majeure, the agreed price.
Article 7 Prices and payment terms
- The prices stated in the offer are exclusive of VAT and other government taxes in Euros, unless explicitly stated otherwise.
- TWC is entitled to demand advance payment of partial or total agreed price.
- Unless otherwise specified must be made within thirty days after the invoice date, in the manner prescribed by TWC.
- If timely payment is not made, the other party is legally in default. From the day the failure occurs, the other party will owe statutory commercial interest. The period for which that interest is calculated ending on the day the full payment has been outstanding.
- Payments in the first place to reduce the costs, then to reduce the rate cases and finally to reduce the principal and accrued interest.
- All reasonable costs to settle the payments in respect of which the other party is in default, at his expense. The extrajudicial costs are calculated according to the Law Collection costs in 2012.
- If the other party is in a state of bankruptcy, suspension of payments, terminate its business or is acquired by a third party, all claims incumbent on him will be immediately due and payable.
Article 8 Guarantee and Liability
- The warranty on all goods delivered to the other party by TWC is always limited to the resting thereon manufacturer’s suppliers TWC.
- The warranty is void if the defect in the delivered item is the result of an external cause and / or not to TWC is attributable. Below is not exhaustive understood defects resulting from accidents, damage, short circuit, misuse, misapplication, failure to properly and regularly maintained or do maintenance, alterations to the business – including repairs not authorized by TWC executed.
- If the adoption of a defect under which guarantee is excluded, research costs are incurred, such costs borne by the other party. TWC seeks them in advance to report. The absence of this message affect the obligation of the other party to pay these costs unaffected.
- Except for intent and willful recklessness TWC bears no liability for any damage. TWC is especially not liable for consequential damages, including without limitation losses, lost profits and damage due to business interruption. If, notwithstanding the provisions of these terms and conditions to redress exists TWC is liable for direct damage only. Direct damage is exclusively:
- the reasonable costs of determining the cause and extent of the damage, where the establishment relates to damage under these conditions;
- any reasonable cost to the poor performance of TWC to the agreement, insofar as they are attributable to TWC;
- reasonable expenses incurred to prevent or limit damage, insofar as the other party demonstrates that these expenses resulted in mitigation of direct damage under these conditions.
- TWC is not liable for damage that could have been prevented if the other party had properly followed the advice and instructions of TWC and damage caused by TWC has acted in accordance with the instructions of the party.
- Notwithstanding the remainder of this article is at all times limited liability TWC to the amount the defendant owes under the agreement TWC, or has been, at least for that part of the agreement to which the liability.
Article 9 Retention of title
- or remain the property of goods delivered on behalf of TWC until the other party all his (payment) obligations under the agreement is properly implemented.
- The use of the other party to dispose of the goods delivered for which the retention of title, pledge or otherwise encumber, unless otherwise arises from the nature of the operations of the other party.
- The other party is obliged to handle articles subject to the retention of title with due regard for the reasonable diligence and as recognizable property of TWC to retain them.
- The other party is obliged to inform immediately in respect of the goods to which the retention of title, TWC of the fact that:
- finds the other party is declared bankrupt;
- requested the defendant suspension of payments;
- any seized the goods which the other party notifies the curator or the bailiff that the goods are the property of TWC.
- If the other party is in default with respect to his payment TWC without any prior warning and / or notice of default cases in which to recover the retention of title and to rescind the contract. The other party TWC grants permission in advance and will thereby provide him with every opportunity to remove the items if necessary and retrieve. Removal and repatriation of the goods shall be borne by the other party.
Article 10 Final Provisions
- On each agreement Dutch law.
- The applicability of the CISG is excluded.
- Before making an appeal to the court the parties obliged to endeavor to resolve the dispute by mutual agreement.
- Unless the law deviates compelling is the sole judge in the district where the seat of TWC jurisdiction to hear disputes.