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General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE OF THE LIMITED COMPANY VERWARMINGS TECHNIEK EDE B.V. AND ITS AFFILIATES
1 Definitions
1.1 In these general terms and conditions, the following terms shall have the following meanings:
Customer: The natural or legal person with whom VTE concludes an agreement or who requests an offer prior to the conclusion of an agreement;
quotation: The offer made by VTE to enter into an agreement;
order: any order placed by the Customer with VTE, regardless of its form;
order of assignment confirmation: the written confirmation of an agreement by VTE;
agreement: the agreement concluded between VTE and the Customer for the sale and delivery of goods and/or for the performance of work, as well as any changes and/or additions to these agreements;
VTE: the private company with limited liability Verwarmings Techniek Ede B.V., registered in the trade register of the Chamber of Commerce under number 09114244;<
work: the work performed by VTE in the context of the agreement for the benefit of the Customer
Warranty conditions the warranty conditions to be used by VTE in the context of the agreement. These conditions supplement these general terms and conditions and apply to all offers and quotations issued by VTE and agreements concluded by VTE, as well as to all (legal) acts.
2 Applicability
2.1 These general terms and conditions apply to all offers and quotations issued by VTE and agreements concluded by VTE, as well as all (legal) acts performed in the context of the aforementioned.
2.2 By placing an order, accepting a quotation or entering into an agreement, the Customer agrees to these general terms and conditions without reservation.
2.3 The general terms and conditions of the Customer or of third parties, however such other general terms and conditions may be named, and whatever form they may take, shall not apply.
2.4 By accepting a quotation by VTE, placing an order by the Customer, or entering into an agreement by VTE with the Customer, the Customer waives any general terms and conditions it may have, so that only VTE’s general terms and conditions shall apply to all agreements.
2.5 Deviations from or additions to these general terms and conditions shall only apply insofar as they have been agreed upon in writing.
2.6 If these general terms and conditions contain provisions that differ from the agreement, the agreement shall prevail.
2.7 If one or more of the provisions in these general terms and conditions should be invalid, this shall not affect the validity of the remaining provisions. In that case, the parties will replace the invalid provision in proper consultation, in such a way that the new provision follows the meaning of the invalid provision as closely as possible.
2.8 VTE has the right to amend or supplement the general terms and conditions. The Customer declares in advance to agree to any amendments or additions. The amendments shall enter into force at a time to be announced by VTE or as soon as the Customer is notified of the amendments.
2.9 The Dutch text of the agreement, quotations, invoices, and these general terms and conditions is the original and only valid text. Trade terms used in offers, quotations, orders, and agreements or otherwise, shall be interpreted in accordance with the International Rules for the Interpretation of Trade Terms produced by the International Chamber of Commerce (ICC Incoterms), as in force at the time of the conclusion of the agreement.
3 Quotations
3.1 Quotations or (other) offers of VTE are without obligation and may be revoked at any time, even if they contain a deadline for acceptance.
3.2 Verbal promises or offers made by representatives or other employees of VTE and verbal promises or offers made by auxiliary persons engaged by VTE shall bind VTE only if and insofar as they have been confirmed in writing by VTE.
3.3 Descriptions, illustrations, models, technical advice, numbers, measurements, and/or samples with which VTE informs the Customer about the goods and services on offer give only a general impression of the goods and services concerned. This information provided by VTE to the Customer is only binding insofar as VTE has confirmed this in writing to the Customer. In the absence of a written confirmation, VTE shall not be liable for any damage that has occurred as a result of deviations from the information provided by VTE. VTE reserves the right to modify technical specifications without prior notice.
3.4 The information referred to in Article 3.3 (including advertisements and price lists) does not form part of the agreement between VTE and the Customer, as such that the Customer cannot derive any rights from it.
3.5 If the Customer is acting in the exercise of a profession or business, Articles 6:227b (1) and 6:227c of the Dutch Civil Code shall not apply.
4 Conclusion of agreement
4.1 The agreement is concluded by the confirmation of the order or assignment by VTE or by VTE commencing the execution of the order or assignment, whether or not on the basis of a quotation issued in advance.
4.2 If the Customer provides the order or assignment verbally, the written confirmation from VTE is deemed to correctly represent the content of the agreement, unless the Customer immediately informs VTE of its objections to that representation.
4.3 Unless the Customer protests without delay, but no later than within two working days, the agreement between the parties is deemed to have been correctly and completely reflected in the confirmation of the order or agreement sent by or on behalf of VTE.
4.4 In the absence of confirmation as referred to in Articles 4.1 to 4.3, the invoice from VTE will serve as an order or assignment confirmation.
4.5 Any change and/or partial or complete cancellation of an order by or at the request of the Customer can only take place with the prior written consent of VTE and on the condition that the work already performed by VTE is fully reimbursed by the Customer. In the event of a change and/or partial cancellation at the request of the Customer, VTE is entitled to pass on the associated (additional) costs to the Customer and to redetermine the delivery time.
4.6 An acceptance by the Customer of a quotation or offer made by VTE on behalf of VTE, or a confirmation thereof, which deviates from the previous quotation or offer of VTE, is considered a rejection of that previous quotation or offer and a new offer which does not bind VTE. Notwithstanding Article 6:225 paragraph 2 of the Dutch Civil Code, this also applies if the acceptance deviates from VTE’s offer only on minor points.
4.7 Without prejudice to the provisions of the other paragraphs of this article, immediate withdrawal by VTE of the offer or quotation is possible, even after receipt of the acceptance thereof by the Customer. No agreement is concluded as a result of the revocation and VTE is obliged to repay all that VTE has already received from the Customer. Moreover, VTE is at all times authorized to refuse an order or (the conclusion of) an agreement.
5 Prices
5.1 Each price quote by VTE is (entirely) without obligation, unless otherwise expressly agreed in writing.
5.2 The prices quoted by VTE are, unless explicitly agreed otherwise, exclusive of VAT and exclusive of other costs such as, but not limited to, transport costs, packaging costs, insurance costs, etc.
5.3 Changes in factors that may influence prices, such as the purchase price of products or raw materials, exchange rate differences, taxes, import and export duties, transport costs, insurance premiums, and other government levies, may be passed on by VTE to the Customer. The Customer is bound by the increased price and is not entitled to terminate the agreement.
5.4 If the agreement relates to the performance of work, the price does not include:

  1. the costs of groundwork, pile-driving, cutting, breaking, foundation work, masonry work, carpentry work, plastering, painting, wallpapering, repairs, or other construction work;
  2. the cost of lifting and hoisting equipment;
  3. the costs of connecting gas, water, electricity, or infrastructural facilities;
  4. the costs of preventing or limiting damage to goods present on or near the work site;
  5. the cost of disposing of (construction) materials or waste;
  6. travel and accommodation costs;
  7. the costs resulting from waiting time.
5.5 VTE has the right to charge the Customer separately for additional work.
5.6 Additional work within the meaning of Article 5.5 means: everything that is performed by VTE at the written or verbal request of the Customer or with the written or verbal consent of the Customer outside of what is explicitly laid down in the agreement with regard to the delivery of goods and/or the performance of work.
6 Payment
6.1 Payment must be made at the agreed time and/or, if no time has been agreed, within 30 days of the invoice date, without the Customer being entitled to invoke setoff or suspension.
6.2 If the Customer has not paid within the period referred to in Article 6.1, it shall be in default by operation of law and VTE shall have the right, without prior notice of default being required, to charge the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code from the due date of the invoice.
6.3 The extrajudicial costs (including reasonable compensation for the time spent by VTE on collection) are set at 15% of the principal amount due, with a minimum of € 500,00.
6.4 The Customer shall provide VTE with (additional or otherwise) security for payment on the first request. Pending this, VTE is entitled to suspend the performance of the agreement in whole or in part.
6.5 Prior to the commencement of the work and in the interim, VTE has the right to suspend the performance of the work until the Customer has paid a reasonably determined advance for the work to be performed or has provided security for this payment.
7 Delivery
7.1 Delivery shall be ex-warehouse VTE, unless otherwise agreed in writing.
7.2 VTE sells and delivers the products ordered by the Customer subject to customary tolerances for dimensions, quantities, and weights, unless otherwise expressly agreed by the parties.
7.3 Delivery periods are approximate and are not strict deadlines. Exceeding the agreed delivery period does not constitute a shortcoming on the part of VTE.
7.4 VTE is entitled to deliver goods in (partial) periods. These parts can be invoiced separately to the Customer.
7.5 Unless otherwise agreed in writing, delivery periods stated by VTE are not intended to be fatal. All (delivery) periods stated by VTE have been determined to the best of its knowledge on the basis of the information known when the quotation was provided or when the agreement was concluded and they will be observed as much as possible.
7.6 In the event that a delay in delivery arises due to a change in working conditions or due to non (or not timely) delivery of goods ordered by VTE from third parties, for which VTE is not at fault, the delivery period will be extended accordingly insofar as necessary.
7.7 In the event that the data and/or permits required for the performance of the agreement that must be made available by the Customer or applied for are not in the possession of VTE on time or contain errors, the delivery time shall, in any case, be extended and, after consultation with the Customer, shall be determined and confirmed in writing again after the (correct) data and/or permits have been received. Any loss incurred by VTE as a result shall be borne by the Customer.
7.8 The delivery period shall in any case be extended by the period during which the Customer is in default with regard to the fulfillment of any obligation under the agreement, including the obligation to make (advance) payment and/or to provide security, without prejudice to VTE’s right, in that case, to dissolve the agreement in accordance with the provisions of Article 15.1.
8 Transfer of risk and transport
8.1 Unless otherwise agreed in writing, the Customer shall bear the risk of the sold goods from the moment they leave the warehouse of VTE.
8.2 If the parties have agreed in writing that VTE will provide transportation of the sold goods, the Customer shall provide VTE with the shipping instructions at least five working days before the agreed delivery date.
8.3 Loading, unloading, and transport of the sold goods shall take place – unless the parties have agreed otherwise in writing – at the Customer’s expense and risk. The transport risk shall also be at the Customer’s expense if VTE has declared to the carrier that all damage incurred during transport shall be at VTE’s expense. VTE is not obliged to recover the damage from third parties. If desired, VTE shall assign its rights vis-à-vis the carrier to the Customer.
8.4 If the Customer arranges the transport itself, it shall be obliged to take delivery of the goods purchased by it from VTE immediately, but in any case within three working days, after VTE has informed the Customer that the sold goods are ready for collection. If the Customer is unable to take delivery of the sold goods on time, VTE is entitled to invoice the Customer for the good(s) in question. VTE is also entitled to store the sold good(s) or have them stored at its discretion and at the Customer’s expense and risk.
8.5 In the event the Customer does not take delivery (on time), VTE has the right to demand performance by the Customer or to dissolve the agreement. This is without prejudice to VTE’s right to claim damages in either case.
9 Retention of title
9.1 All goods delivered by VTE shall remain the property of VTE until such time as the Customer has completely fulfilled all of its (payment) obligations towards VTE pursuant to any agreement concluded with VTE for the delivery of goods or the performance of work or services, including claims relating to failure to perform such agreement.
9.2 The Customer is obliged to store the goods delivered by VTE at its own expense separately from the other goods in its possession in such a way that the goods delivered by VTE can immediately be identified as belonging to VTE.
9.3 Before the ownership of all delivered goods is transferred to the Customer, the Customer shall not be entitled to rent out, alienate, make available for use, pledge, or otherwise encumber the goods to third parties. The Customer may only sell, deliver or process the goods delivered insofar as this is necessary in the context of its normal business operations. In the event that the goods delivered by VTE are resold in the course of the Customer’s normal business operations, a non-possessory pledge shall be established in favor of VTE in advance, as security for the Customer’s fulfillment of all its claims at the time the non-possessory pledge is established or shall be in the future.
10 Complaints and claims
10.1 The Customer is obliged to check the quantity and type of goods as well as the packaging for shortcomings and/or defects immediately after receiving the delivered goods.
10.2 Complaints about quantities, types, and packaging of delivered goods must be noted immediately by the Customer on the transport document or delivery note.
10.3 Visible defects to the delivered goods and/or packaging must be reported in writing as soon as possible, but in any case within 5 working days after receipt of the goods, specifying the nature and basis of the complaints.
10.4 Commissioning of the goods and/or resale thereof shall be deemed acceptance by the Customer.
10.5 The Customer is obliged to report hidden defects to VTE in writing within 5 working days after they are discovered or reasonably could have been discovered, but in any case no later than 1 month after receiving the goods.
10.6 In the event of a complaint as referred to in this article, the Customer is obliged to keep the goods about which it is complaining available to VTE for further investigation. The Customer is also obliged to cooperate in any investigation of the goods and, if necessary, to give VTE access to the buildings where those goods are located.
10.7 In the event of a justified complaint, VTE is only obliged to replace the goods in question if its business interests justify this and to the extent that replacement or repair can be demanded by VTE. The Customer cannot claim any compensation in any sense whatsoever.
10.8 Return of goods is permitted only after prior written consent of VTE, whereby VTE is entitled to set conditions regarding, inter alia, the cost, and method of return.
10.9 If goods are returned without permission as referred to in Article 11.7, shipment and storage of the goods is at the expense and risk of the Customer.
10.10 A complaint as referred to in this Article does not give the Customer the right to suspend its (payment) obligations towards VTE and/or to invoke set-off.
10.11 Failure to give timely notice as provided in this Article shall nullify the Customer’s right to invoke a shortcoming and hold VTE liable for this.
10.12 VTE is under no circumstances liable for defects in delivered goods if the assembly thereof has not been carried out by or on behalf of VTE or if processing or processing of the goods has taken place in any other way by third parties.
11 Warranty
11.1 VTE shall be deemed to have fully complied with its obligations if the delivered goods meet the requirements set for a normal commercial quality with respect to the delivered goods. Higher quality requirements shall only apply if this has been provided in writing in the agreement.
11.2 The warranty referred to under 11.1 shall apply under the conditions set out in the Warranty Conditions and shall be valid for a period of 12 months commencing on the date of delivery and shall only entail VTE’s obligation to deliver missing goods, to replace and/or repair delivered goods or to take back delivered goods, all this at VTE’s discretion.
11.3 The warranty does not extend to and/or is not valid if:

  1. defects with regard to the delivered goods have arisen as a result of the Customer not (strictly) observing the installation, operating, user, and maintenance instructions;
  2. defects have arisen as a result of exposing the goods to abnormal, unforeseeable circumstances, or as a result of otherwise careless and/or inexpert handling of the products by the Customer;
  3. defects have arisen that result from the normal wear and tear that the goods undergo;
  4. defects have arisen or are suspected to have arisen as a result of stress corrosion cracking;
  5. defects have arisen or are suspected to have arisen as a result of assembly and/or installation of the goods by the Customer or by third parties;
  6. the Customer has made changes or repairs to the delivered goods without the written consent of VTE;
  7. the defects have arisen as a result of the application of any government regulation regarding the nature or quality of the materials used;
  8. defects have occurred as a result of the use of products, materials, goods, works, and/or constructions that were used or applied at the request or instruction of the Customer;
  9. defects have arisen as a result of errors in a design, drawing, specification, or instruction originating from the Customer.
  10. the defects have arisen as a result of the use of third-party parts;
  11. the Customer has not fulfilled the obligations set out in Article 10 (complaints and claims);
  12. the Customer is in default towards VTE.
11.4 VTE does not provide any guarantee regarding the operation and/or application possibilities of goods that have been delivered or resold by the Customer to third parties, or regarding goods that have been processed by the Customer and then delivered or resold to third parties.
12 Force majeure
12.1 If VTE cannot perform the agreement, or cannot perform it in a timely manner or properly, due to a cause beyond its control, including but not limited to stagnation in the normal course of business within the Customer’s company, the obligation to perform the agreement shall be suspended until such time as VTE is able to perform the agreement after all, without the Customer being able to claim compliance and/or compensation.
12.2 If the situation outlined in 12.1 lasts longer than three months, VTE is entitled to terminate the agreement without the Customer being entitled to compensation in such case.
12.3 In the situation referred to in 12.2, the Customer is not entitled to dissolve the agreement unless it can prove that performance is essential to its business operations. Dissolution must in that case take place in writing and at the latest within five days after the expiry of the three-month period.
13 Liability VTE
13.1 If, in compliance with the provisions of the law, the agreement, and these general terms and conditions, VTE should be liable to the Customer, such liability shall be limited to the invoice value of the goods and/or activities that caused the damage, up to a maximum of the amount paid out or reimbursed in the relevant case by VTE’s liability insurer.
13.2 VTE is not liable for direct and/or indirect consequential loss, including but not limited to loss due to business interruption and loss of production.
13.3 The Customer shall indemnify VTE against any third-party claims arising from the work performed by VTE.
14 Expiration clause
14.1 Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code and without prejudice to the provisions of these general terms and conditions, any claim made by the Customer under the agreement shall lapse if, within one year after the facts on which the claim is based were known to the Customer or could reasonably have been known to him, such claim is not brought before a competent court.
15 Termination agreement
15.1 If the Customer:

  1. fails to comply with its obligations under the agreement;
  2. submits a request for (temporary) suspension of payment;
  3. is declared bankrupt;
  4. (in the case of a natural person) is admitted to the Legal Debt Rescheduling Scheme for Natural Persons;
  5. liquidates its company or transfers it in whole or in part to a third party;
  6. loses control over its assets in whole or in part due to a seizure.

VTE is entitled to suspend the agreement or to dissolve it in whole or in part without prior notice of default and without prejudice to VTE’s right to claim compliance and/or compensation (in lieu thereof). VTE shall never be obliged to pay any compensation on account of this suspension or dissolution of the agreement.
15.2 Amounts that VTE has invoiced before the termination or dissolution of the agreement remain due in full and become immediately payable at the time of termination or dissolution.
16 Agreement right of return
16.1 If the Customer has entered into an agreement with VTE with the right of return because the Customer has included an item or group of items in its product range, the Customer is entitled to return the items within the agreed pilot period, provided these items are in undamaged packaging and the items themselves are undamaged and complete. VTE will only accept the return in case the return is reported in writing via an RMA form, the return is approved by an authorized employee of VTE, and is delivered to VTE carriage paid. Delivered items will be credited for the amount they were sold for, from which 25% of the sales price will be deducted as return shipping costs.
17 Provision of information Customer
17.1 The Customer is obliged to make all information and documents necessary for the proper performance of the work (at VTE’s discretion) available to VTE in a timely manner, in the form and manner made known to the Customer by VTE.
17.2 VTE has the right to suspend the performance of the agreement until the Customer has fulfilled the obligation referred to in Article 17.1.
17.3 The Customer is responsible for the correctness and completeness of the information and documents it makes available to VTE.
17.4 The Customer shall indemnify VTE against third-party claims arising from the provision of incorrect or incomplete information as referred to in this article.
18 Performance of work
18.1 VTE determines the manner in which the work is to be performed.
18.2 VTE shall perform the work to the best of its ability in accordance with the applicable rules of science and technology and with due observance of existing laws and regulations.
18.3 VTE is entitled to have the work performed by third parties.
18.4 If the Customer is aware or ought to be aware of the characteristics of a substance or object which is made available to VTE in connection with the performance of the work, or which is the subject of the agreement, and which may pose a danger to the employees of VTE or auxiliary persons engaged by VTE in performing the work, the Customer is obliged to inform VTE of these characteristics and, if possible, to state the danger of the substance or object on its packaging.
18.5 The Customer is responsible for obtaining permits that are required by the government or other authorities in connection with the performance of the work.
18.6 Any cancellations or changes to the work must be communicated in writing (including electronically) by the Customer to VTE 5 working days before commencement, failing which the scheduled work will be charged to the Customer.
18.7 The Customer shall ensure the presence of all devices and/or facilities necessary for the installation of the goods to be installed and/or the proper functioning of the goods in their installed state.
18.8 The Customer guarantees that:

  1. the employees of VTE and the auxiliary persons engaged by VTE can perform their work on-site during normal working hours and in addition outside normal working hours if VTE deems it necessary to set the time of commencement and/or end of the work outside the normal working hours, all this insofar as the Customer has been notified of this with due observance of a reasonable period of time;
  2. the employees of VTE and the auxiliary persons hired by VTE have access to suitable accommodation and/or facilities required on the basis of laws and regulations;
  3. the access roads to the place where the work must be performed are suitable for transport;
  4. the location where the work must be performed is suitable for storage and installation;
  5. there are sufficient lockable storage places for materials, tools, and other items at the location where the work is to be carried out;
  6. the necessary auxiliary tools, auxiliary equipment, and operating materials are available on time and free of charge at the location where the work is to be carried out;
  7. all necessary safety and other precautionary measures have been taken and are maintained with due observance of the laws and regulations applicable to the performance of the work;
  8. the delivered goods are in the right place at the start of and during the work;
  9. sanitary facilities are available that VTE employees and auxiliary persons engaged by VTE can use during working hours;
  10. government-imposed measures related to COVID-19 are being complied with
19 Intellectual property rights
19.1 All intellectual property rights, which in any case include copyrights, trademark rights, patent rights, trade name rights, database rights, and know-how and the accompanying materials, such as analyses, reports, designs, advice, sketches, drawings, documentation, regulations, operating procedures, user manuals, etc., as well as preparatory materials therefor, belong exclusively to VTE. This also applies to items developed or made available for the Customer on the basis of an agreement (of order).
19.2 The Customer is not permitted to use the objects of intellectual property referred to in Article 19.1 without the prior written permission of VTE.
19.3 The drawings, plates, tools, and items produced by VTE, whether or not in cooperation with the Customer and whether or not at the Customer’s expense, may not be copied or shown, or disclosed to third parties, except with the written permission of VTE.
19.4 The Customer is not permitted to remove or change any indications of intellectual property rights from the goods of VTE. The Customer guarantees that it will not do or refrain from doing anything that infringes on the intellectual property rights of VTE, invalidates such rights, and/or endangers the ownership of such intellectual property rights.
19.5 The Customer shall indemnify VTE against claims by third parties based on any intellectual property right or rights that can be put on a par with such rights with respect to the delivery of goods that have been manufactured by VTE at the Customer’s request and/or indication of the Customer.
19.6 Drawings, plates, molds, tools, etc. remain the property of VTE, even if costs have been charged to the Customer for their production.
20 Final provisions
20.1 All agreements between VTE and the Customer are governed by Dutch law, with the exclusion of the Vienna Convention on International Sales of Goods 1980.
20.2 All disputes arising from the agreements concluded between VTE and the Customer shall be submitted to the civil court of the District Court of Gelderland, location Arnhem, without prejudice to the right of VTE to apply to another court that is competent by law.
VTE Smartersolutions