GENERAL TERMS AND CONDITIONS
Repra BV
Axe Corner 1
5473 HK Heeswijk-Dinther
1. General
Repra BV, a company registered in the Chamber of Commerce's trade register under number 75388286, with its registered office in Bernheze and principal place of business at Bijlshoek 1, 5473 HK Heeswijk-Dinther. These General Terms and Conditions apply to all our offers, sales agreements, orders, resulting deliveries, and any agreements and other (legal) acts arising from them. Once these General Terms and Conditions are applicable, they also apply to new agreements and all non-contractual relationships with Repra BV without further explanation. The applicability of any general terms and conditions used by the other party is explicitly rejected. Deviations from these General Terms and Conditions are only binding if we have confirmed them in writing. The other party cannot derive any rights for future transactions from any agreed-upon deviations. The Dutch text of the General Terms and Conditions is the authentic text and prevails over translations of these General Terms and Conditions. In these terms, "written" means: by letter or electronically. If one or more provisions of these Terms and Conditions are void or annulled, the remaining provisions will remain in effect, and we will consult with the other party to agree on new provisions to replace the void or annulled provisions. The purpose and intent of the original provisions will be taken into account as much as possible. If a situation arises that is not covered by these Terms and Conditions, such situations will be assessed in the spirit of these Terms and Conditions. Even if we do not always require strict compliance with these Terms and Conditions, we reserve the right to demand strict compliance with these Terms and Conditions in other cases.
2. Establishment of agreements
Our offers, whether made orally or in writing, are non-binding. We are only bound after we have accepted an order in writing within two business days of receipt, by means of an order confirmation and invoice, even if we have made a written offer. The agreement is always entered into under the condition precedent that information obtained by us demonstrates, in our opinion, sufficient creditworthiness of the other party. Samples, models, images, documentation, and other specifications shown or provided are for illustrative purposes only, and the respective item does not necessarily have to correspond to them. We cannot be held to a quotation if that quotation or any part thereof contains an obvious error or typographical error.
3. Intellectual property rights
We reserve all intellectual property rights to the data contained in our offers and/or agreements and/or the models, samples, drawings, images and/or instructions for use provided by us.
4. Prices
We reserve the right to pass on to the other party any changes in one or more of the cost-determining factors, such as transportation costs, the prices of raw materials or other materials, exchange rates, import duties, or sales tax, relating to the agreed-upon performance, that occur after the date of our offer or after the conclusion of the agreement but before delivery. The prices of the goods offered or sold by us are calculated based on delivery ex warehouse Heeswijk-Dinther, the Netherlands, exclusive of VAT, import duties, and other government-imposed levies and taxes, unless otherwise indicated in writing. If desired, we will arrange transport to the other party or another location if this has been expressly agreed in writing, whereby we are entitled to invoice the other party for the transport costs for delivery. The risk of loss, theft, and damage will pass to the other party upon delivery.
5. Payment
If no advance payment has been agreed upon, invoice amounts must be paid within the 30-day payment term. The counterparty is not permitted to discount, withhold, offset, or suspend payment. Payments made by the counterparty always serve first to settle all interest and costs owed, and secondly to settle the oldest outstanding invoices, even if the counterparty states that the payment relates to a later invoice. The payment term is a strict deadline, and if our counterparty fails to pay its due amount on time, it will automatically be in default, without any notice of default being required, and will owe statutory interest for commercial transactions on the due amount from the date it becomes due. If our counterparty fails to pay its due amount on time, our counterparty is also obligated to pay all extrajudicial and judicial costs related to the collection. The extrajudicial costs, in deviation from Article 6:96 paragraph 4 of the Dutch Civil Code and in deviation from the Act on the Standardization of Extrajudicial Collection Costs and the accompanying Decree on Compensation for Extrajudicial Collection Costs, are now and then set at 15 (fifteen) percent of the invoice amount with a minimum of €250 (two hundred and fifty euros) for each partially or fully unpaid invoice, without prejudice to our right to claim the actual extrajudicial costs that exceed this amount. The judicial costs include the full costs incurred, even if they exceed the statutory liquidation rate. If an invoice is not paid on time, we are also entitled to suspend our delivery obligation, provided that payment has not been made even after a written reminder to pay within 14 days. Our counterparty is obliged, at our first request, at or after entering into the agreement, to provide (additional) personal or business security for the fulfillment of its (payment) obligations towards us. Refusal by the other party to provide the required security gives us the right to suspend our obligations and ultimately gives us the right to terminate the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage we may have suffered.
6. Retention of title
We retain ownership of all goods delivered by us to the other party until the purchase price, including interest and costs, for all these goods has been paid in full. If, within the framework of these sales agreements, we perform (or have performed) work for the other party for which they are liable, the aforementioned retention of title applies until the other party has also fully settled these claims from us. This retention of title also applies to any claims we may acquire against the other party due to the other party's failure to fulfill one or more of its obligations to us. As long as our aforementioned ownership continues, our other party is not entitled to dispose of, alienate, encumber, process, or alter the goods delivered by us. However, the other party is permitted to use or sell the goods within its normal business operations, provided that, until the other party has paid for the goods in full and fulfilled its other obligations under similar agreements with us, we will be subrogated to the other party's rights against its customers. The counterparty then transfers these rights to us, to the extent necessary, which transfer we accept. However, the counterparty is not permitted to alienate the goods in the course of its normal business operations if the counterparty has requested a suspension of payments or has been declared bankrupt.
As long as our aforementioned ownership continues, we are entitled to retrieve the goods we have delivered from their location, without notice of default or judicial intervention, at the other party's expense. The other party is obligated to store the goods delivered by us under retention of title with due care and identifiable as our property.
7. Delivery
Delivery terms are agreed upon per transaction. Our counterparty is obligated to accept the goods at the time they are made available to them under the agreement. If the counterparty fails to accept the goods, they are in default, and we are entitled, at our discretion:
(a) to transport the goods at the expense and risk of our counterparty to the address of the counterparty using a means of transport of our choice, or to store the goods at the expense and risk of our counterparty,
or
(b) declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to our right to compensation for any damage suffered by us or lost profits, increased by the statutory interest, to be calculated from the moment the claim becomes due.
The above applies without prejudice to any other rights to which we are entitled.
8. Delivery time
Any delivery time specified by us is always an indication and not a deadline. We will not be in default regarding the delivery time until the other party has given us written notice of default, giving us the opportunity to deliver within a reasonable period, and we have failed to comply. The delivery time does not commence until we have accepted an order in writing, our other party has provided us with all information required for the execution of the agreement, and we have received any agreed advance payment from the other party. If, during the execution of the agreement, it appears that a delivery delay occurs, the delivery time will be extended by as many days as the delay lasted. We are not liable for damages resulting from late delivery if and insofar as this late delivery is attributable to circumstances beyond our control, including non-performance (or failure to perform on time) by suppliers. Only in the event of an excessive overrun (more than 25 weeks) of the agreed delivery time does the other party have the right to terminate the agreement, unless the overrun is caused by force majeure. However, the other party is never entitled to any penalty or compensation. We reserve the right to deliver the goods in parts, in which case the described (payment) terms also apply to each partial delivery.
9. Complaints
Our counterparty is obligated to inspect the goods upon delivery to determine whether they comply with the agreement. Our counterparty is obligated to submit any complaints about the goods we have delivered in writing within 8 (eight) days of delivery. This also applies to delivered items not ordered. If the defect is not externally visible, our counterparty is obligated to submit any complaints about the goods we have delivered in writing within 8 (eight) days of discovering the defect, but in any case within 3 (three) months of delivery.
All complaints must be submitted by our counterparty, stating the packing slip number. Complaints about invoices must also be submitted in writing within 8 (eight) days of the invoice date.
Failure to submit such timely complaints will void any claim against us. Returns are only possible if the items are in their original condition and after we have agreed to the return in writing. Items not originating from us are not eligible for return.
We must receive the returned items within one week of our approval of the return. Unless otherwise agreed, returns are at the expense and risk of the other party.
10. Warranty; limitation of liability
We are not liable for any goods delivered by us other than for material and/or construction defects in the goods that come to light within 3 (three) months of the delivery date as referred to in Article 8, insofar as such defects significantly reduce the soundness or quality of the goods. Our liability under this article is limited to the free delivery of replacement (parts of) goods. We are entitled, instead of delivering replacement goods, to repair the defective (parts of) delivered goods or to take them back in exchange for a refund of the relevant portion of the invoice price. We grant our counterparty the same warranty on goods delivered to us by third parties and delivered by us to our counterparty, even if the goods delivered by us are composed of goods supplied to us by third parties, but no further warranty than we have received from our supplier(s). Our counterparty may only invoke our obligations based on this article after our counterparty has fulfilled all its obligations arising from the agreement concluded with us. If we are liable for any reason, our liability is limited to direct damages and to the amount or amounts covered by our business liability insurance, including our deductible. If and to the extent that, for whatever reason, no payment is made under this business liability insurance, our liability is limited to a maximum amount equal to the invoice value of the goods in question, excluding taxes. For the purposes of this article, a series of related damage-causing events is considered a single event/damage event. We are never liable for compensation for non-material damage, business interruption, indirect damage, loss of profits, or other consequential damage. Our counterparty is obligated to indemnify us against all third-party claims relating to goods delivered or work performed by us.
11. Non-compliance
If the other party fails in any way to fulfil any obligation towards us, or if there are grounds to fear that the other party will fail to fulfil any obligation towards us, as well as in the event of an application for a moratorium on payments, a (provisional) moratorium on payments being obtained, a petition for bankruptcy, a declaration or claim for bankruptcy, the liquidation or cessation of (part of) the other party's business, we are entitled, without prejudice to our other rights and without any obligation to pay damages, to dissolve the agreement(s) in whole or in part with immediate effect without the need for notice of default or judicial intervention, or to suspend the (further) performance of the agreement(s).
12. Force Majeure
In the event of force majeure, we have the right, at our discretion, to suspend performance of the agreement until the force majeure situation has ended, or to terminate the agreement, in whole or in part, to the extent not yet performed, without judicial intervention and without being liable for any damages. Force majeure is defined as anything that reasonably occurs beyond our direct control, including but not limited to: strikes, lockouts, blockades, riots, public disturbances, energy shortages, interruptions in energy supply, transport bans, fires, industrial accidents, war or threat of war, natural disasters, and floods. Force majeure also exists if the circumstance in question was foreseeable at the time the agreement was concluded.
13. Applicable law; competent court
These terms and conditions and all our offers and/or sales agreements are governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980, is expressly excluded. All disputes between us and the other party will—unless mandatory statutory jurisdiction rules prevent this—be submitted to the competent court in 's-Hertogenbosch, without prejudice to our right to submit a dispute to any other competent court.
14. Limitation
Claims and defences based on facts that would justify the assertion that the delivered item does not correspond to the agreement shall lapse after one year from delivery.
15. Conversion
If and to the extent that any provision in these General Terms and Conditions cannot be invoked on the grounds of reasonableness and fairness, then that provision will be given a meaning that is as similar as possible in terms of content and scope, and that can be invoked.