Article 1: Applicability

1. These terms and conditions apply to all offers and to all agreements for the purchase and sale of Truckdoctor B.V., established in Helmond, hereinafter referred to as “the user”.
2. The buyer or client shall be referred to in the following as “the other party”. If in the following a provision specifically refers to the situation in which the other party is a natural person not acting in the exercise of a profession or business it shall be referred to as “the consumer”.
3. Terms and conditions to the contrary shall only form part of the agreement concluded between the parties if and to the extent that both parties have expressly agreed in writing.
4. In these general terms and conditions, “in writing” also means by e-mail, fax or any other means of communication that can be equated with this in view of the state of the art and socially accepted standards.
5. The acceptance and retention by the other party without comment of a quotation or order confirmation, on which reference has been made to these terms and conditions, shall constitute consent to their application.
6. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.

 

Article 2: Agreements.

1. Agreements become binding only by written confirmation from the user.
2. Verbal agreements bind the user only after they have been confirmed in writing by the user, or as soon as the user, with the consent of the other party, has commenced the acts of execution.
3. Supplements or amendments to the general terms and conditions or otherwise changes or additions to the agreement shall become binding only after written confirmation by the user.

 

Article 3: Offers

1. All offers, quotations, price lists, delivery times etc. of the user are without obligation unless they contain a period for acceptance. If an offer or quotation contains an offer without obligation and this offer is accepted by the other party, the user shall be entitled to revoke the offer within 2 working days after receipt of the acceptance.
2. The prices used by the user as well as the prices mentioned in the offers, quotations, price lists, etc. are exclusive of VAT and any costs. These costs may include – but are not limited to – travel expenses, transport costs and invoices from engaged third parties. All this, unless explicitly stated otherwise in writing.
3. Samples, brochures, drawings, models, statements of colors, dimensions, weights and other descriptions shown and/or provided are as accurate as possible, but are only indicative. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
4. The samples, brochures, drawings, etc. referred to in the previous paragraph of this article shall at all times remain the property of the user, unless the parties have expressly agreed otherwise in writing. These must be returned at the first request of the user. They may not be reproduced or made available to third parties for inspection without the written consent of the user.
5. If between the date of the conclusion of the agreement and the performance of the

Agreement is made by the government and/or trade unions in wages, working conditions or social insurance, etc., the User is entitled to pass on the increases to the other party. If a new price list is issued and entered into force by the User and/or suppliers between the aforementioned dates, the User is entitled to charge the prices stated therein to the Other Party.

1. For the contract concluded with the consumer, price increases may be passed on or charged 3 months after the conclusion of the contract. For price increases, within a shorter period than 3 months, the consumer is entitled to dissolve the contract.

 

Article 4: Engagement of third parties

If and insofar as this is required for the proper execution of the agreement, the user has the right to have certain work or deliveries carried out by third parties.

 

Article 5: Delivery, terms of delivery

1. Mentioned terms within which the goods must be delivered can never be regarded as a deadline, unless the parties have expressly agreed otherwise in writing. If the user fails to fulfill his obligations under the agreement or fails to do so on time, he must therefore be placed in default in writing.
2. In case of delivery in parts, each delivery or phase is considered a separate transaction and may be invoiced by the user per transaction.
3. The risk regarding the goods delivered shall pass to the other party at the time of delivery.
4. Shipping and/or transport of the ordered goods shall take place in a manner to be determined by the user, but at the expense and risk of the other party. The user is not liable for damage, of whatever nature and form, related to the shipment and/or transport, whether or not suffered to the goods. All this, unless parties have explicitly agreed otherwise in writing.
5. If it proves impossible to deliver the goods to the other party, due to a cause situated in the sphere of the other party, the user reserves the right to store the ordered goods at the expense and risk of the other party. The user shall notify the other party in writing of the storage carried out and shall also set a reasonable term within which the other party must enable the user to deliver the goods.
6. If the other party remains in default of fulfilling its obligations even after the expiration of the reasonable period set by the user, as stipulated in the previous paragraph of this article, the other party shall be in default by the mere lapse of 1 (one) month, calculated from the date of storage, and the user shall have the right to dissolve the agreement in writing in whole or in part with immediate effect, without prior or further notice of default, without judicial intervention and without being liable to pay damages, costs and interest.
7. The foregoing shall not affect the other party’s obligation to pay the agreed or stipulated or due price, as well as any storage and/or other costs.
8. The user shall be entitled – with regard to the fulfillment of financial obligations of the other party – to require advance payment or security from the other party before proceeding with delivery.

 

Article 6: Progress of delivery

1. The user shall not be obliged to commence delivery of the goods until all information necessary for this is in its possession and it has received any agreed (instalment) payment. If delays arise as a result, the specified delivery times shall be adjusted proportionately.
2. If deliveries cannot take place normally or without interruption due to causes beyond the user’s control, the user shall be entitled to charge the other party for the resulting costs.
3. All expenses incurred by the user at the other party’s request within the framework of the execution of the agreement shall be entirely for the latter’s account, unless the parties have expressly agreed otherwise in writing.

 

Article 7: Packaging

1. Packaging not intended for single use, in which goods are delivered, shall remain the property of the user and may not be used by the other party for purposes other than those for which they are intended.
2. The user shall be entitled to charge the other party a deposit for this packaging. The user is obliged to take back this packaging, provided it is returned carriage paid, at the price charged to the other party, for a period determined by the user after the delivery date.
3. If packaging is damaged, incomplete or lost, then the other party shall be liable for this damage and his right to reimbursement of the deposit shall lapse.
4. Should it – at the discretion of the user – prove necessary, packaging will be charged to the other party at cost price and will not be taken back.

 

Article 8: Complaints and returns

1. The other party shall be obliged to check the goods immediately on taking delivery thereof. If the other party discovers visible defects, mistakes, imperfections and/or faults, this must be noted on the waybill or the accompanying note and immediately brought to the user’s attention, or the other party must notify the user of this within 24 hours of receiving the goods, followed by immediate written confirmation of this to the user.
2. Other complaints must be reported to the user by registered letter within 8 days of receipt of the goods.
3. Without prejudice to the provisions of paragraphs 1 and 2 of this article, with respect to the contract concluded with the consumer, the provisions of paragraph 8 of Article 9 shall also be taken into account.
4. If the above-mentioned complaints have not been made known to the user within the periods referred to there, the goods shall be deemed to have been received in good condition.
5. The goods ordered shall be delivered in the wholesale packaging in stock at the user. Slight deviations with regard to sizes, weights, quantities, colors, etc., do not apply as a shortcoming on the part of the user.
6. With respect to imperfections in natural products, no claims can be made if these imperfections are related to the nature and properties of the raw material(s) from which the product is manufactured. This is at the discretion of the user.
7. Complaints do not suspend the other party’s payment obligation.
8. The user must be enabled to investigate the complaint. If for the investigation of the complaint return shipment appears necessary, this shall only take place at the user’s expense and risk if the latter has expressed his express prior written consent.
9. In all cases, return shipment shall take place in a manner to be determined by the user and in the original packaging. Return shipment takes place at the expense and risk of the other party, unless the user declares the complaint well-founded.
10. If, after delivery, the goods have changed in nature and/or composition, have been wholly or partially processed, damaged or repacked, any right to complain shall lapse.
11. In the event of justified complaints, damages will be settled pursuant to the provisions of Article 9.

 

Article 9: Liability and warranty

1. The user discharges his task as may be expected of a company in his line of business, but accepts no liability whatsoever for damage, including death and personal injury, consequential damage, trading loss, loss of profit and/or stagnation damage, which is the result of acts or omissions of the user, his personnel or of third parties engaged by him, except insofar as there is intent and/or deliberate recklessness on the part of himself, his management and/or his executive staff.
2. Without prejudice to the provisions of the other paragraphs of this article, the user’s liability – on whatever account – shall be limited to the amount of the net price of the goods delivered or work performed.
3. Without prejudice to the provisions of the previous paragraphs of this article, the user shall never be obliged to pay damages exceeding the insured amount, insofar as the damage is covered by an insurance policy taken out by the user.
4. The user guarantees the usual normal quality and soundness of the delivered goods; the actual life span thereof can never be guaranteed.
5. In all cases, the period within which the user can be held liable for compensation for established damage is limited to 3 months, calculated from the moment when the liability of the compensation has been established.

1. Notwithstanding sub A of this paragraph, a maximum period of 1 (one) year shall apply to the consumer.
2. If items delivered by the User are provided with a warranty by the manufacturer, that warranty shall apply equally between the parties.
3. With regard to the agreement with the consumer, the user shall observe the legally established warranty periods.
4. The other party loses its rights against the user, is liable for all damage and indemnifies the user against any claim by third parties in respect of compensation if and insofar as:
   1. the aforementioned damage was caused by inexpert use and/or use contrary to instructions and/or advice of the user and/or inexpert preservation (storage) of the delivered goods by the other party;
   2. aforementioned damage has arisen as a result of errors, incompleteness or inaccuracies in data, materials, information carriers, etc. provided and/or prescribed to the user by or on behalf of the other party.

 

Article 10: Payment

1. Payment must be made within 14 days of the invoice date, unless the parties have expressly agreed otherwise in writing.
2. If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1:
   1. the other party shall owe the user default interest in the amount of 2% per month calculated cumulatively over the principal sum. Parts of a month shall be considered full months in this respect;
   2. the other party, after being summoned to do so by the user, shall owe in respect of extrajudicial costs at least 15% of the sum of the principal sum and the default interest with an absolute minimum of € 150.00;
   3. the user shall be entitled to charge the other party an amount of at least € 20.00 in administrative costs for each payment reminder, reminder, etc. sent to the other party. The user shall state this in the agreement and/or on the invoice.
3. At the user’s option, in preceding or similar circumstances, without further notice of default or judicial intervention, the agreement may be rescinded in whole or in part, whether or not combined with a claim for damages.
4. If the other party has not fulfilled his payment obligations in time, the user shall be entitled to suspend the fulfilment of the obligations entered into towards the other party to deliver and/or to perform work, until payment has been made or sound security has been provided for this. The same applies even before the moment of default if the user has a reasonable suspicion that there are reasons to doubt the other party’s creditworthiness.
5. Payments made by the other party shall always serve to settle all interest and costs due and then to settle due and payable invoices that have been outstanding the longest, unless the other party explicitly states in writing upon payment that the payment relates to a later invoice.
6. If the other party, for whatever reason, has one or more counterclaims against the

User has, or will acquire, the other party waives the right to set-off with regard to these claim(s). The aforementioned waiver of the right to set-off also applies if the other party applies for a (provisional) suspension of payments or is declared bankrupt.

1. The provisions of subparagraph A of this paragraph do not apply to agreements with consumers.

 

Article 11: Retention of title

1. The user reserves ownership of goods delivered and to be delivered until such time as the other party has fulfilled its related payment obligations to the user.
   Such payment obligations consist of payment of the purchase price, plus claims in respect of work performed in connection with that delivery, as well as claims in respect of, any, compensation for failure to fulfill obligations on the part of the other party.
2. Items subject to retention of title may only be resold by the other party in the ordinary course of business.
3. In the event that the user invokes the retention of title, the contract concluded in this regard shall be deemed dissolved, without prejudice to the user’s right to claim compensation for damages, lost profits and interest.
4. The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights to goods subject to a retention of title under this article.

Article 12: Pledge/warrantage

Until such time as the Other Party has fully fulfilled its related payment obligations towards the User, the Other Party is not authorised to pledge delivered goods to third parties as collateral and/or to establish a non-possessory right of pledge on them, and/or to bring the goods into the actual control of one or more financiers for storage (warrantage). as this will be regarded as an attributable breach on his part. In that case, the User may immediately, without being obliged to give any notice of default, suspend his obligations under the agreement or dissolve the Agreement, without prejudice to the User’s right to compensation for damages, lost profits and interest.

 

Article 13: Bankruptcy, disposition, etc.

Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and the user will be dissolved without judicial intervention and without any notice of default being required, at the time when the other party is declared bankrupt, applies for a (provisional) suspension of payments, is seized by enforcement, is placed under guardianship or administration or otherwise loses the power of disposal or legal capacity with regard to his assets or parts thereof, unless the liquidator or the administrator recognises the obligations arising from the agreement as an estate debt.

 

Article 14: Force majeure

1. In the event that fulfilment of that which the user is obliged to do by virtue of the agreement entered into with the other party is not possible and this is due to non-attributable non-fulfilment on the part of the user, and/or on the part of the third parties or suppliers engaged to carry out the agreement, or in the event that any other serious reason arises on the part of the user, the user shall be entitled to dissolve the agreement concluded between the parties, or to suspend the fulfilment of his obligations towards the other party for a reasonable period to be determined by him, without being obliged to pay any compensation.
   If the above-mentioned situation occurs when the agreement has been partially performed, the other party shall be obliged to fulfill its obligations to the user up to that time.
2. Circumstances in which there will be non-attributable non-performance shall include: war, riots, mobilization, domestic and foreign disturbances, government measures, strikes and lock-outs by workmen or threat of these and similar circumstances; disruption of currency relationships existing at the time of entering into the contract; weather conditions, business interruptions due to fire, accident or other occurrences and natural phenomena, all indifferent to the nature of the contract. circumstances; disruption of the currency relations existing at the time of entering into the agreement; weather conditions, business interruptions due to fire, accident or other incidents and natural phenomena, all this irrespective of whether the non-performance or late performance takes place at the user, its suppliers or third parties engaged by it for the performance of the obligation.

Article 15: Dissolution, cancellation/termination.

1. The other party waives all rights to rescind the contract ex

Article 6:265 et seq. Civil Code or other statutory provisions, unless mandatory provisions preclude this. This is subject to the right to cancel or terminate the agreement pursuant to this article.

1. The provisions of subparagraph A of this paragraph do not apply to the agreement with the consumer.
2. For the purposes of these general terms and conditions, cancellation means termination of the agreement by either party prior to the commencement of performance of the agreement.
3. For the purposes of these general terms and conditions, termination means the termination of the agreement by either party after the commencement of the performance of the agreement.
4. In case the other party cancels or terminates the agreement, it shall owe the user a compensation to be determined by the user.
   The other party shall be obliged to compensate all costs, damages as well as lost profits to the user.
   The user is entitled to fix the costs, damages and lost profit and – at his discretion and depending on the work or deliveries already carried out – to charge the other party 20 to 100% of the agreed price.
5. The other party is liable to third parties for the consequences of the cancellation or termination and indemnifies the user in this regard.
6. Amounts already paid by the other party shall not be refunded.

 

Article 16: Applicable law/competent court

1. The agreement concluded between the user and the other party is exclusively governed by Dutch law.
   Disputes arising from this agreement will also be settled under Dutch law.
2. Notwithstanding the provisions of paragraph 1 of this article, the property law consequences of a retention of title to goods intended for export shall be governed by that law in the event that the legal system of the country or state of destination of the goods is more favorable to the user.
3. Any disputes shall be settled by the competent Dutch court, although the user shall be entitled to bring a case before the competent court in the place where the user is established, unless the cantonal court has jurisdiction in the matter.
4. For disputes with the consumer, within 1 (one) month after the user has notified him that the case will be submitted to the court, the consumer can make it known that he chooses to settle the dispute by the legally competent court.
5. With regard to disputes arising from the agreement concluded with a counterparty established outside the Netherlands, the user is entitled to act in accordance with the provisions of paragraph 3 of this article or – at his discretion – to bring the disputes before the competent court in the country or the