TERMS AND CONDITION '2020 FROM INTERNATIONAL MACHINERY REQUEST FROM THE NETHERLANDS
Article 1: Scope.
These general terms and conditions apply to all offers from and agreements between International Machinery Request, further described as IMR. and customers, hereinafter referred to as the purchasing party "buyer", or the selling party "seller", who relate to the delivery of goods. IMR explicitly rejects the applicability of any general terms and conditions of the counterparty. The general terms and conditions of IMR prevail in the event of a conflict. If the court determines that one or more provisions of these general terms and conditions are unreasonably onerous, the corresponding provision in the context of the other provisions of this agreement shall be interpreted in such a way that the provision can reasonably be invoked by IMR against the counterparty. If the court decides that one or more provisions of these general terms and conditions are unreasonably onerous, this does not affect the effectiveness of the other provisions. If Big Machinery uses a non-Dutch version of these general terms and conditions and there are differences between the Dutch version and the non-Dutch version, only the Dutch version is binding.
Article 2: Formation of the agreement.
All offers are without obligation, unless stated otherwise in writing. Agreements are established when IMR has sent a written or electronic confirmation of the agreements to the buyer or seller or has started to implement the agreement after accepting our offer or after receiving the full or partial payment.
Article 3: Prices.
All our proposals are open for a maximum of 3 days, unless deviated from in writing. All prices stated therein are exclusive of VAT and are in Euro (unless a different currency is indicated) and are not binding in the event of an interim increase in cost-determining factors.
Article 4: Delivery and period.
Delivery of goods takes place from the location which is clearly stated in the purchase agreement and are delivered in accordance with the delivery conditions INCOTERMS '2020 FCA published by the ICC, unless a different delivery condition has been agreed, in which case the sale price will be increased with any additional costs of IMR.
The delivery conditions are never strict deadlines and are only indicative. The delivery period starts after the other party (s) has met all its obligations. If the delivery does not take place due to a circumstance that cannot be attributed to IMR, the risk of the good to be delivered will pass to the purchasing party from the moment that this circumstance occurs. If the delivery does not take place due to a circumstance attributable to IMR, the purchasing or selling party must be given written notice of default to IMR with a reasonable period of time before it is entitled to terminate the agreement, without the other party having the right to terminate the agreement. dissolve.
Article 5: Force majeure.
If the agreement cannot be executed due to force majeure (non-attributable shortcoming) as defined below, IMR has the right to declare the agreement dissolved without being obliged to pay any compensation, while retaining the right to payment to the extent the agreement has already been implemented. Force majeure is understood to mean any circumstance beyond the control of IMR that permanently or temporarily prevents IMR from fulfilling its obligations under the agreement. Force majeure is in any case (but not exclusive) strikes, sit-ins, import and export restrictions, government measures, (threat of) war, riot, terrorism, exclusion, stagnation in the delivery of goods, fire, water damage and exceptional weather.
Article 6: Payment.
Unless otherwise agreed, payments must be made within three days of the invoice date. IMR has the right to request one or more advance payments for the payment of invoices. In the event of late payment, the purchasing party is legally in default after the aforementioned payment term has expired, without a notice of default being required. In that case, the counterparty owes IMR a default interest of 1% per month (or month part) of the total invoice amount from the due date. If the buyer party does not fully, timely or properly comply with one or more of its obligations arising from the corresponding agreement, the IMR owes the costs incurred to determine the liability and collection of the claim, which (apart from) ) judicial costs are set at 15% of the principal with a minimum of € 2,500, without prejudice to the right to full compensation. The purchase party pays the costs at the first request of IMR. The purchase party never has the right to set off its debt against a counterclaim on IMR or to suspend its obligations.
Article 7: Retention of title.
IMR is a service provider and trades without its own stock of goods. IMR is and will never become the owner of the invoiced goods unless otherwise stated in the agreement.
The goods invoiced by IMR are transferred directly from the seller to the buyer when both the seller and the buyer have met all financial and tax obligations towards this purchase, and when all amounts that IMR demanded on the buyer or seller have been paid in full, even if these result from other deliveries and / or damage. Until the time of transfer of ownership, removal or encumbering of the goods is prohibited, as well as offering these to third parties. This provision is effective in accordance with property law.
Article 8: Complaints.
All complaints regarding invoices must be submitted in writing to IMR within four days of the invoice date, otherwise it will be forfeited. Goods are delivered without any guarantee ("as is"), unless expressly agreed otherwise in writing. Complaints regarding the quality or defects of the goods offered for sale can never be assigned to IMR, since the buyer is advised by IMR to have an inspection carried out by a third party as stated in each agreement.
Article 9: Suspension and termination.
If the other party does not fully, timely or properly fulfill one of its obligations towards IMR pursuant to the agreement, IMR has the right to terminate the agreement if the other party fails to fulfill its obligations within 14 days of being summoned to do so. IMR is entitled to keep paid advances, in part to cover losses suffered as a result of loss of interest, storage costs and / or margin loss or loss of profit, without prejudice to its right to full compensation if this is higher than the advance made. whenever possible, IMR arranges the storage of goods at the risk and expense of the counterparty. The storage costs are at least € 250 per week per machine.
Article 10: Liability.
IMR is not liable for damage (direct or indirect) of the purchasing party resulting from the agreement or the delivered goods, unless there is intent or deliberate recklessness. If and to the extent that a court ruling on IMR liability is made, the scope of the liability is always limited to the amount of the transaction in question, or, if lower, to the amount paid by the liability insurer of IMR. IMR's liability expires 1 month after delivery. The purchasing party indemnifies IMR against all (damage) claims of third parties with regard to the goods delivered by IMR to the counterparty, for example, but not exclusively, with regard to official reports on traffic or working conditions legislation or the costs arising therefrom.
The use of machines without CE certification in Europe and / or the use of machines without EPA in the USA or Canada is entirely at the buyer's own risk and liability. The purchasing party, even if no longer the owner of the machine, is liable for all damages and fines imposed by the authorities or the like, related to the lack of the CE marking. If IMR is approached by a government and / or a third party to pay a fee and / or fine related to the fact that a machine that it has sold to the purchasing party, the purchase party must fully indemnify IMR.
Article 11: Dispute Resolution
A competent court Only Dutch law applies to disputes about our offers and concluded agreements. Only the court of first instance in Breda is competent to handle the aforementioned disputes.