Article 1. General
These conditions apply to any offer and agreement between Tennekes Engineering, hereinafter referred to as “User”, and a Client to which user has declared these conditions applicable.
These conditions also apply to all agreements with the other party, for which third parties should be involved
These general conditions are also written for the employees of User and its management.
The applicability of any purchase or other conditions of the Client is explicitly rejected.
If one or more provisions of these terms and conditions are wholly or partially invalid at any time or void, it remains, in these terms and conditions apply in full. User and Client will enter negotiations to agree new provisions to replace the invalid provisions, as much as possible the purpose and intent of the original provisions are observed.
If uncertainty exists regarding the interpretation of one or more provisions of these terms, then the explanation must be found “in the spirit of these provisions.
If there is a conflict between parties that is not regulated in these terms and conditions, should be assessed the situation in the spirit of these terms and conditions.
If User does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that user to any degree would lose the right to otherwise demand strict compliance with the provisions of these terms.
Article 2 Bids and offers
All bids and offers of user are free, unless a deadline for acceptance of the offer. If no acceptance period is prescribed, can be derived from the tender offer in any way any entitlement if the product on which the offer or the offer relates, in the meantime is no longer available.
User cannot be held to its offers if the client can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error.
In a bid or offer prices are exclusive of VAT and other government levies, to make possible within the framework of the contract costs, including travel and subsistence, shipping and handling, unless otherwise indicated.
If the acceptance (whether or not to subordinate items) from the offer included in the offer or the offer, then User is not bound. The agreement is not with deviating acceptance, unless user indicates otherwise.
A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract; implementation deadlines, risk transfer, implementation and modification agreement; increase
The agreement between User and the Client is entered for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
For the implementation of certain activities or for the supply of certain agreed or specified a time limit, this is never a deadline. When a term is exceeded, therefore the Client User a written notice of default. User a reasonable period should be offered to still implement the agreement.
User shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. Based on the known state of knowledge at that time.
User has to perform certain activities by third parties. The applicability of Article 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code is explicitly excluded.
If User or by User involved third parties under the contract work is performed on the location of the Client or a location designated by the Client, the Client bears free care for those employees reasonably required facilities.
Delivery shall be ex works of User. The Client is obliged to accept the goods at the time they are made available. If the client refuses or fails to provide information or instructions necessary for delivery, User is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or loss is transferred to the Client at the time things are available to the Client.
User is entitled to execute the agreement in several phases and to invoice the executed separately.
If the agreement is implemented in phases User can implement those parts to a next stage
the client until the results of the preceding stage in writing.
The Client shall ensure that all data which user has said to be necessary or which the Client should reasonably understand to be necessary to the execution of the agreement, will be provided to User. If not provided to user in time for the implementation of the agreement required data, User has the right implementation of the agreement to suspend and / or the additional costs resulting from the delay at the then applicable rates to the Client account bring. The implementation period shall begin no earlier than after the Client has made the information available to the User. User is not liable for damages of any kind, because user is incorrect and / or incomplete data provided by the Client.
If during the execution of the agreement shows that it is necessary for the proper implementation thereof to amend or supplement, then parties will proceed swiftly and in mutual agreement to amend the Agreement. If the nature, scope or content of the agreement, or not, etc., is changed, the competent authorities, at the request or direction of the Principal and the agreement would be qualitatively and / or quantitatively, this may have consequences for what was originally agreed. This may also increase or decrease the amount originally agreed. User will advance them as much as possible quotation. By amending the agreement may also change the initial period of implementation. The Client accepts the possibility of amending the agreement, including the change in price and time of execution.
If the agreement is amended, including an addition, User is entitled to first implement this after agreement was given by the authorized person within User and the Client has agreed to the price and other conditions for implementation, including understood to then determine when it will be implemented. Failure or not immediately implement the amended agreement does not breach of User and for the Client no reason to terminate or cancel the agreement.
Without being in default, the User can refuse a request to amend the agreement if it qualitatively and / or quantitatively a result example, could have in that context to work or to be delivered.
If the client was failing in the proper performance of which which he held towards User, the Client liable for any damage on the side of User arise directly or indirectly.
If the User with the Client agree upon a fixed fee or fixed price, then User is nevertheless always entitled to increase this fee or price without the Client shall be entitled in that case the agreement to terminate that reason, if the increase the price resulting from a power or duty under the law or regulations, or is caused by an increase in the price of raw materials, wages, etc., or other grounds that were not reasonably foreseeable at the conclusion of the agreement.
If the price other than as a result of an amendment to the agreement exceeds 10% within three months after signing the contract, only the client which can claim to Title 5 Section 3 of Book 6 BW entitled agreement by a written notice, unless User
then still is willing to implement the agreement based on the originally agreed;
If the price increase resulting from a power user or an obligation under the law;
if it is stipulated that the delivery will take place more than three months after the conclusion of the agreement;
or, in the delivery of an item, if it is stipulated that the delivery will take place more than three months after the sale.
Article 4 Suspension, dissolution and termination of the contract
User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fully or timely comply with the obligations under the agreement, after the conclusion of the contract user learns of circumstances giving good ground to fear that the Client will not fulfill its obligations if the client at the conclusion of the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security fails or is insufficient or if the delay on the part of the principal User can no longer be expected that he will fulfill the agreement under the terms originally agreed.
Furthermore, User is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement can not reasonably be demanded of User .
If the agreement is dissolved, the user’s claims against the Client are immediately due and payable. If user suspends fulfillment of the obligations, he retains his rights under the law and agreement.
If User proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
If the dissolution of the Customer is accountable, User is entitled to compensation for damages, including costs, thereby directly and indirectly.
If the client from the agreement does not fulfill obligations and to justify this failure dissolution, User is entitled to terminate the agreement with immediate effect without any obligation to pay any damages or compensation, while the Client, under by default, but for damages or compensation is required.
If the agreement is terminated by User, User will in consultation with the Client, arrange for transfer of additional work to third parties. Unless the termination to the Client is accountable. If the transfer of work for additional user costs are incurred, they will be charged to the Client. The Client shall pay such costs within the period mentioned, unless user indicates otherwise.
In case of liquidation, (application of) receivership or bankruptcy of attachment – if and where the herd is not lifted within three months – against the Client of debt or other circumstance that the client no longer freely about his ability available, the user is free to the agreement to terminate with immediate effect or to cancel the order or agreement, without any obligation to pay any damages or compensation. The user’s claims against the Client in that case immediately due and payable.
If the Customer fully or partially cancels an order placed, then the work performed and the appropriate ordered or ready-made things, increases the potential to drain and delivery costs and the reserved time for the execution of the agreement, integral to Client will be charged.
Article 5 Force Majeure
User is not obliged to fulfill any obligation to the client if he is being hampered due to a circumstance that is not due to debt, and neither under the law, a legal act or generally accepted for its account traffic.
Force majeure is defined in these terms, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which user can not influence but which prevents user is unable to meet its obligations . Strikes of User or third parties in the company. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the contract occurs after the user should have fulfilled his obligation.
User can during the period that the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
Insofar user at the time of the occurrence of force majeure its obligations under the Agreement has been partially fulfilled or will fulfill, and belongs to the met respectively to meet part independent value, User is entitled to separate the part performed or to be performed billing. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
Payment must be made within 14 days after the invoice date, in a manner by indicating User in the currency of the invoice, unless otherwise specified by the user. User is entitled to periodic billing.
If the Client defaults in the timely payment of an invoice, then the client is legally in default. The client shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the due amount will be calculated from the time the client is in default until the moment of payment of the full amount owed.
User shall be entitled to have the payments made by Client in the first place to reduce the costs, then against the interest due and finally to reduce the principal and accrued interest. User can, without being in default, to refuse an offer of payment if the client a different order for the allocation of the payment. User can refuse full payment of the principal, if not also the cases and accrued interest and collection costs.
The Client is never entitled to settle the amount due to User. Objections to the amount of a bill to suspend the payment obligation. The client who does not appeal to Section 6.5.3 (Articles 231 to 247 book 6 BW) is not entitled to the payment of a bill to suspend any other reason.
If the client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court on behalf of the Client. The extrajudicial costs are calculated on the basis of what is common in the Dutch collection practice is currently under the calculation method II report. However, if User has made higher costs for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the Client. The Client will also owe interest on the collection costs.
Article 7 Retention
Owned by user continues delivered under the agreement the Client User until all obligations under the user agreement (s) is properly implemented.
By User supplied, which falls under the title pursuant to paragraph 1 may not be resold and must never be used as currency. The Client is not entitled to pledge under the falling retention of title or encumber in any other way.
The Client must always do everything that can reasonably be expected of him to secure the property rights of User. If third parties seize the wish to establish or rights delivered under retention of title or exercise, then the client is obliged to immediately notify User. Furthermore, obliges the Client to give it to insure goods delivered under retention of title and keep them insured against fire, explosion and water damage and theft and the policy of this insurance on first request to user for inspection. Any payment of the insurance User is entitled to these amounts. Insofar as necessary, the Client agrees User in advance to cooperate with all that that framework was necessary or desirable (appear).
In case User wishes to exercise his ownership, rights mentioned in this article, the Client gives in advance unconditional and irrevocable consent to user and by designating User third parties for all those sites and locations where user’s property is located and to take them back.
Article 8 guarantees, research and advertising, limitation
To be delivered by User meet the usual requirements and standards that can be made reasonably at the time of delivery and for which they normally use in the Netherlands. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands must verify the client or the use is suitable for use there and meet the conditions which they are made. User may then other guarantees and other conditions in respect of the supply business or to carry.
The guarantee referred to in paragraph 1 of this Article shall apply for a period of ……… after delivery, unless the nature of the delivered otherwise or the parties have agreed otherwise. Where was produced by a guarantee given by user concerns a third party, then the guarantee is limited to those that will be provided by the manufacturer of the case, unless stated otherwise.
Any kind of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the Client and / or third parties when, without written permission from User, the Client or third parties to the case have made changes or have tried to bring that other cases were confirmed to be not confirmed or if they were processed or modified other than as prescribed. The Client is not entitled to warranty if the defect is caused by or arising from circumstances where no user can influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
The Client is obliged to (do) investigate immediately the moment that things are made available and the relevant activities are carried out. In addition to examining the Principal whether the quality and / or quantity of the product corresponds with what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects within seven days after delivery to be reported in writing to User. Any defects are not visible immediately, but in any event within fourteen days after discovery, to be reported in writing to User. The report must contain a detailed description of the defect, so that user is able to respond adequately. The Client must give user the opportunity to (do) investigate a complaint.
If the client complains in time, this does not suspend its payment obligation. The Principal remains in that case also required to accept and pay for the otherwise ordered and what he has commissioned User.
If a defect notification is made, the Client is not entitled to repair, replacement or compensation.
If it is established that a case is weak and that respect that swiftly complained, then user the poor, within a reasonable time after the return receipt or, if return is not reasonably possible, following notification of the defect by the Principal, the choice of User, replace or repair thereof or replacement fee to the client requirements. In case of replacement, the Client is obliged to return the replaced good to user and transfer ownership of it to User, unless user indicates otherwise.
If it is established that a complaint is unfounded, then the costs it incurred, including research costs, fallen on the side of users, for the account of the client.
After the warranty period, all costs for repair or replacement, including administration, postage and wire costs are charged to the client.
Notwithstanding the statutory limitation periods, the limitation of all claims and defenses against User and the User by third parties involved in the execution of an agreement for one year.
Article 9 Liability
If User is liable, this liability is limited to what is stated in this provision.
User shall not be liable for damages of whatever nature, created by User is assumed incorrect and / or incomplete information provided by or on behalf of the Client.
If User is liable for any damage, then the liability shall be limited to the invoice value of the order, at least for that portion of the order which the liability relates.
User’s liability is always limited to the amount paid out by its insurer, as appropriate.
User is solely responsible for direct damage.
Direct damage is only the reasonable costs of determining the cause and extent of the damage, where the establishment relates to damage under these conditions, any reasonable costs incurred for the poor performance of the User Agreement to answer, so far as this can be attributed to user and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these expenses resulted in mitigation of direct damage under these conditions. User is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of User or his senior subordinates.
Article 10 Safeguard
The Client will indemnify the User for any claims by third parties who may sustain in connection with the execution of the agreement and whose cause other than attributable to User. If User accordingly should be addressed by third parties, the Client is obliged to assist User both outside and in law and immediately what to do for him in that case can be expected. Should the Client fail to take adequate measures, then User, without notice, entitled themselves doing so. All costs and damages on the part of users and third parties, are for the account and risk of the Client.
Article 11 Intellectual Property
User reserves the rights and powers which he is entitled under the Copyright and other intellectual laws and regulations. User has the right brought by the implementation of an agreement at his side increased knowledge for other purposes, provided that no strictly confidential information of the Client to third parties.
Article 12 Applicable law and disputes
All legal relationships where User is a party, only Dutch law, also if a contract wholly or partly abroad or if the party involved in the legal relationship resides. The applicability of the CISG is excluded.
The judge in the place of User shall have exclusive jurisdiction over disputes, unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to the competent court according to law.
The parties will first appeal to the courts after they settle have done their utmost dispute in mutual consultations.
Article 13 Location and change policy
These conditions are described on the website http://www.tennekes-engineering.com
Applicable is the last registered version c.q. the version valid at the time of the conclusion of the legal relationship with User.
The Dutch text of the general conditions is decisive for its interpretation.