General terms and conditions of sale and delivery

under which the private limited liability company Spruit drive technology enters into obligations.

Article 1 - Applicability of these general terms and conditions

These general terms and conditions apply to all our offers and deliveries, in short to every legal relationship between Spruit drive technology and any other party.
Orders and assignments are deemed to imply acknowledgement and acceptance of these terms and conditions and also mean that any terms and conditions that may apply to the other party, such as purchasing, tendering or other general terms and conditions, are suspended.

Article 2 - Offers and orders

Offers, regardless of their form, are entirely without obligation until the resulting order or assignment has been accepted by us in writing.
Each offer is an indivisible whole and is valid for 30 days after the date of issue, unless expressly agreed otherwise in writing.
All prices are for delivery ex warehouse, including packaging and excluding VAT, unless expressly agreed otherwise.
The delivery times stated are always indicative and are therefore without obligation.

If, after accepting an order, circumstances arise that affect the cost price of the product to be delivered, such as changes in our purchase prices, exchange rate fluctuations, import duties, etc., we reserve the right to pass on these price changes to the other party. The other party will be informed of this.
No conditions – except these General Terms and Conditions – agreements or arrangements shall be deemed to have been agreed upon unless they have been accepted by us in writing. The above shall apply equally to subsequent agreements and to amendments to existing agreements.
If for any reason a separate written order confirmation has not been sent prior to delivery, the invoice sent by us will take its place.
Although we provide our advice and information regarding the products to be supplied to the best of our knowledge, we accept no liability in this regard for damage, direct or indirect, caused by any use whatsoever and to anyone or anything whatsoever, except in the event of gross negligence or intent on our part.

Article 3 – Risk

The transport of goods to be delivered by us is at the risk of the other party, unless otherwise agreed.
Regardless of the transport condition, the risk of the goods to be delivered passes to the other party from the moment that loading thereof has begun. The moment that loading has begun is ultimately also considered the moment of delivery.

In the case of the delivery condition “free domicile” we will transport the purchased items at the risk of the other party, assuming that the unloading address specified by the other party is properly accessible by a not unusual means of transport. The other party is obliged to unload and/or receive the items to be delivered immediately. If the other party fails to do so, any damage resulting from this will be for his/her account.

We accept no risk whatsoever with respect to matters which we have in our possession for processing, repair or inspection. The other party bears every conceivable risk for those matters.
If ordered items are made available by us for the other party, but are not accepted or taken by the other party, we are entitled:
or to deliver the goods by means of a written notice, in which case the goods to be delivered will be stored with us or with a third party designated by us at the expense and risk (including the risk of reduction in quality) of the other party from the moment of sending the notice;
or to terminate the agreement with the other party in whole or in part and to sell the goods to a third party to the best of our knowledge and ability; the other party shall nevertheless remain liable for the purchase price and for any additional costs incurred by us.

Article 4 – Force Majeure

In the event of force majeure, we have the right to suspend the execution of the agreement until the force majeure situation has ceased to exist. The other party cannot claim damages from us in such a situation. If the suspension due to force majeure has lasted longer than 30 days, both parties have the right to cancel the agreement in writing for the part not yet executed. That which has already been delivered and/or executed upon cancellation must then be paid for simultaneously.

Force majeure in the context of the agreement to which these general terms and conditions apply shall be understood to mean the mere presence of one of the following circumstances:

• the non-delivery or untimely delivery for whatever reason to us of articles, parts, raw materials, semi-finished products and/or other materials required for the order;
  seizure in any form and of any nature whatsoever;
• government measures of an obstructive nature;
• disruptions in the supply of energy;
• exceptional weather conditions; as well as fire, strikes, riots and war.

Article 5 - Payment

Payment for the goods and/or services delivered by us must be made within 30 days after the invoice date, without any deduction, retention or debt settlement, to our bank or giro account. We are always entitled to apply a so-called credit restriction surcharge. The amount of this surcharge is not due in the event of appropriate payment within the agreed payment term.

For orders with a smaller interest than € 100,–, we reserve the right to charge administration costs. At all times we are entitled to send partial invoices and / or make partial deliveries at our own discretion.
The counterparty shall be in default without any notice of default by the mere expiry of the payment term, as well as in the event of (application for) bankruptcy or suspension of payments, guardianship or administration, and liquidation.
As soon as the other party is in default with regard to any payment obligation towards us, any invoices sent by us for which the payment term has not yet expired shall also be deemed due and payable.
The counterparty shall owe interest of 1.5% per month on all amounts due, calculated from the due date.
Furthermore, all costs of judicial and/or extrajudicial collection, the latter of which are set at at least 15% of the amount due, with a minimum of € 50,–, shall be borne by the other party.
If the financial position of the other party gives reason to do so, as determined by us, we reserve the right to request a down payment or other security from the other party before carrying out or continuing our deliveries.

Article 6 – Retention of title

That which we have delivered to the other party remains our property until the moment that the other party has fulfilled the total of its obligations (including interest and costs) from all agreements concluded with us. Items in respect of which a retention of title applies may not be given as collateral by the other party.
If the other party is in default towards us, we are at all times entitled to take back the items that have remained our property, in connection with which we are hereby permitted to enter the space(s) where those items may be located.
The counterparty undertakes, if we so request at any time, to immediately pledge to us, pursuant to Article 3:239 of the Civil Code, any claims against third parties arising from the resale by him/her of goods delivered by us, as security for the fulfilment of all his/her payment obligations towards us.

Article 7 – Cancellation

In the event of cancellation by the other party of any order accepted by us, without there being a force majeure situation as described in article 4, the other party shall owe us compensation amounting to at least 30% of the original order amount. This provision shall not affect our right to full compensation.

Article 8 – Complaints and exemptions

Complaints about incorrect execution of orders, about the quality of the delivered goods, etc. must be reported to us in writing immediately, but definitely before processing and/or handling of the delivered goods, and at the latest within eight days after the possible discovery of the defect.
If a complaint has been made in time, the delivered goods have not yet been processed and/or worked and the delivered goods show material or manufacturing defects, then once - after return receipt of the originally delivered goods - as compensation, full or partial free re-delivery will be provided, all at our discretion. We are not bound to any further obligation.

Complaints that are not submitted on time and/or not submitted in writing do not need to be processed by us and do not provide the other party with any title to compensation.
Any complaint made by the other party can never suspend its payment obligation.
Returns must have our prior written consent.

We are not liable for costs, damages and interest that may arise for the other party or for third parties as a direct or indirect result of shortcomings in the goods delivered by us, or at least we must be deemed to have released ourselves from such liability.
If and to the extent that, despite the provisions of Article 8.6, we are held liable by the competent court in any case for certain damage suffered by the other party or third parties, then such liability will nevertheless have its upper limit in the contract amount of the assignment to which such liability can ultimately be traced back.

Article 9 – Indemnification

9.1 The other party is obliged to indemnify us and compensate us for all costs and damages that may have arisen for us as a direct result of claims by third parties against us in respect of incidents, acts or omissions during or in the context of the execution of the assignment, for which we would not be liable to the other party under these conditions.

Article 10 - Applicable law

All disputes arising from an agreement to which these General Terms and Conditions apply can only be brought before the competent court in Alkmaar, which will have to judge the dispute - to the exclusion of any other law - in accordance with Dutch law.
We are entitled, notwithstanding the provisions of Article 10.1, to submit a dispute to the competent court in the area in which the other party is established.
Spruit drive technology is registered with the Chamber of Commerce and Industry for Northwest Holland under number 37066433.