Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF PARTSCENTER HOLLAND B.V.
Filed at the Chamber of Commerce of Rotterdam
General terms and conditions: these general terms and conditions of sale and delivery. Buyer: any party acting in the course of their profession or operation of their business or otherwise. Partscenter: Partscenter Holland B.V.
These General Terms and Conditions shall be applicable to all offers, quotations of Partscenter and to all agreements concluded with Partscenter. The applicability of any Terms and Conditions of Purchase or other (General) Terms and Conditions of buyer is explicitly rejected. Should the General Terms and Conditions be or become partially invalid, void or nonbinding, parties will be bound by the remaining part. Parties will replace the invalid, void or nonbinding part by stipulations that are valid and binding and the effects of which, in view of content and meaning of the General Terms and Conditions, correspond as much as possible with those of the invalid, void and nonbinding part.
a. All Partscenter's quotations and offers are without obligation, unless in the quotation a term for acceptation has been set. A quotation or offer becomes null and void if the product that the quotation or the offer is related to, in the intervening time has become unavailable.
b. Partscenter can not be kept to their quotations and offers if the other party can reasonably understand that the quotations and offers or, as the case may be, a part of it , contain an obvious mistake or error.
c. If the acceptation (on points of minor importance or not) deviates from the proposal in the quotation or offer, Partscenter will not be bound by that. In that case the agreement will not be effected in accordance with this deviating acceptation, unless Partscenter indicates otherwise.
d. A combined quotation does not mean that Partscenter is obliged to carry out part of the order against a corresponding part of the quoted price. Offers or quotations will not automatically apply to future orders.
e. Partscenter is entitled to refuse orders, or as the case may be, to attach certain conditions to (the acceptation of) the order. If Partscenter does not accept an order, they will communicate such within eight days after reception of the order.
4. Prices and payments
a. The prices of the provided products are excluding VAT and excluding cost for dispatch and delivery, costs of assembly, service and inspection and any taxes or other levies, unless explicitly mentioned otherwise of agreed in writing. Payment shall have to be made without discount or deduction within the applicable term of payment.
b. If Partscenter has agreed upon a price with Buyer, Partscenter is in spite of that entitled at all times to raise that price while in that case Buyer will not be entitled to dissolve the agreement for that reason, if the price rise arises from a right or obligation by virtue of law or regulation or finds its cause in an increase of the price of raw materials, wages, etc. or other grounds that were not foreseeable at the time of the conclusion of the agreement.
c. If the price increase other than as a result of an alteration of the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, Buyer will have the exclusive right to dissolve the agreement by means of a written statement unless Partscenter even then is willing to perform the agreement on the basis of what was originally agreed or if the price increase arises from a right or an obligation that Partscenter has by virtue of law or if it has been stipulated that delivery will take place longer than three months after the purchase.
d. In the prolonged absence of timely and/or full payment by Buyer, Buyer will be in default de jure. In that case Buyer then owes the statutory trade interest plus 2 points. In addition Buyer shall then be held to full reimbursement of extrajudicial costs, amounting to a minimum of 15% of the total costs due, with a minimum of € 250.00.
a. Delivery times mentioned by Partscenter are only an indication and never include a firm date. In the case of exceeding of a delivery period Buyer therefore shall have put Partscenter into default in writing and offer Partscenter a reasonable period to as yet carry out the agreement.
b. The delivery of the products will take place "ex-warehouse" to Buyer and at a time indicated by Partscenter. The risk of loss or damage of the products will pass to Buyer from the moment that the products are transferred into his power.
6. Retention of title
All goods delivered by Partscenter will remain the full property of Partscenter until Buyer has performed all obligations arising from the agreement or any other agreement(s) . Buyer will not be entitled to pledge the products covered by the retention of title or to encumber them in any other way.
7. Ownership rights of third parties
Buyer shall respect all rights and intellectual or industrial ownership of all products and materials, among which designs, sketches, pictures, drawings, models, marks or signs, software and other data provided or delivered by Partscenter, and shall not multiply or publish them, or use them, commercially or not, in any other way without Partscenter's explicit written permission. Partscenter does not guarantee that products and services delivered to Buyer do not breach any intellectual, industrial or any other property right of any third parties.
Subject to warranty provisions to be mentioned hereinafter, Partscenter excludes any further liability with respect to Buyer or any third party, as to all damage, by whatever cause - without prejudice to the liability for damage that has been caused intentionally or by gross negligence on the part of Partscenter, or as the case may be, Partcenter's employees. If and to the extent that any liability should rest with Partscenter, by whatever cause, this liability will at all times be limited by the amount of the invoice with a maximum to the amount that will be paid under the liability insurance taken out by Partscenter in the subject case. Buyer will indemnify Partscenter against all claims by third parties due to damage, caused by or in connection with products (and services) delivered by Partscenter. More in particular Partscenter is not liable:
- for damage, of whatever nature, due to the fact that Partscenter has based itself on incorrect and/or incomplete information provided by or on behalf of Buyer;
- for damage, caused by a faulty assembly and/or mistakes by third parties in processing products supplied by Partscenter;
- for indirect damage, included in which consequential damage, lost profit, lost savings and damage by discontinuation of operations or delays of any other kind.
a. Partscenter only vouches for the quality of the products in the state in which they are at the moment of delivery, and warrants only that the products have the properties that are required for the normal use of the same. Partscenter provides for the products that it delivers, the same arrantee as provided to Partscenter by its suppliers. The warrantee shall only apply for the warrantee periods of a maximum of one year set by its suppliers. In the case of repair and/or replacement of the product and/or parts thereof, the warrantee period will not be extended or will not commence again.
b. The warrantee implies that Partscenter, after receipt of the returned products, will repair of replace the same, at Partscenter's discretion. Warrantee does not oblige Partscenter to proceed to crediting invoice amounts. The warrantee does not include labour costs. Within the scope of the performance of a justified warrantee claim Partscenter is entitled to credit the submitted invoice for a pro rata part instead of repair or replacement. The warrantee applies only if Buyer has fulfilled all his obligations to Partscenter. The warrantee will become void, irrespective of the garrantee period, from the moment that the products have been processed into other goods and also in case inexpert use or wrong assembly of the products has taken place.
c. If Buyer wishes to invoke the warrantee, he shall have to deliver the products in the original packaging with purchase invoice and a clear description of the fault at an address to be mentioned by Partscenter, and do so for his own account and risk and within seven days after discovery of the fault.
d. If Buyer invokes the warrantee and it appears that there is no ground for that and/or that the product is not faulty, Partscenter is entitled to charge the full costs of repair – among which the research costs – and/or costs of replacement work and the storage of the products to Buyer. Disputes about whether or not a supplied product is faulty and a claim under a warrantee is justified, will be referred to an independent – certified – expert, to be appointed by Partscenter, whose judgment will be binding. The costs of the assessment will be for Buyer's account if his claim under the warrantee appears to be unfounded; if the claim appears to be justified the costs of the assessment will be for Partscenter's account. The issued warrantee is not transferable.
10. Right of retention
Partscenter can exercise a right of retention with regard to all they have in their possession for or on behalf of Buyer, as long as products (or services) delivered by them have not been fully paid for by Buyer and this concerns a shortcoming attributable by Buyer, including any damage, interests and costs, which Buyer by virtue of any agreement or, as the case may be, these General Terms and Conditions, is due or will be due to pay to Partscenter.
11. Force majeure
a. Partscenter shall not be bound to fulfilment of any obligation, if prevented to do so by force majeure of unforeseen circumstances. By force majeure is understood: shortages in material and shortcomings of suppliers or other third parties that are involved in the (execution of the) greement and also any (other) circumstance because of which the normal course of affairs in Partscenter's company is - impeded as a consequence of which performance of the agreement cannot reasonably be required from them.
b. In case of a situation of force majeure on the part of Partscenter, they will inform Buyer of this as soon as possible and they will let Buyer know whether delivery is still possible, and if so, within which period of time. If as a consequence of force majeure delivery has not become permanently impossible, but will not as yet take place within a period of three months after the agreed date of delivery, the two parties are entitled to cancel the agreement by means of a written notice to the other party without any mutual claim to compensation of damage. Any such notice shall have to be delivered within one week after the notice mentioned before.
12. Personal details
Partscenter will include the details provided by Buyer in their files, unless Buyer has explicitly stated at the time of the order, that they do not want this. These details will be used for the execution of the order and in connection with that will be put at the disposal of third parties. Partscenter is entitled to use the services of third parties at the execution of the order. The details may be used to tailor Partscenter's products and services to the interest and preference of Buyer and to inform the same about this. The details will be treated subject to the applicable laws and regulations.
13. Applicable law
Any legal relationship in which Partscenter is involved, is subject to Dutch law. The applicability of the Vienna Sales Convention is excluded. All disputes between parties will exclusively be put before the competent judge in Rotterdam, unless mandatory rules of competence rescribe another judge.