znaleźć części zamienne

znaleźć części zamienne

Kategorie

General Terms and Conditions of PartsDirect established in Almere.

A. General Sales Terms and Conditions

1. Applicability

1.1. These terms and conditions are applicable to each and every proposal and each and every agreement by and between PartsDirect (hereinafter referred to as: PD) and another party (hereinafter referred to as: the Buyer), in so far as the parties do not deviate from these terms and conditions in writing.

1.2. General terms and conditions of parties other than those of PD are not applicable to proposals made by PD and agreements concluded with PD, unless PD declared in writing to agree with the applicability thereof. This kind of agreement does not imply that the general terms and conditions other than those of PD are also applicable to other proposals and agreements by and between PD and the Buyer.

2. Proposals; conclusion of agreement

2.1. The prices specified in an offer are excluding VAT, unless indicated otherwise.

2.2. The content of official lists, folders, catalogues, printed matter and the like and images, drawings, measurement and weight indications do not have binding effect on PD, unless the agreement expressly refers to that content. Each and every new quotation of PD supersedes the previous. Proposals made by PD are without engagement.

3. Prices

3.1. Unless stipulated otherwise in writing the prices specified in the pricelist of PD on the day of delivery are applicable.

3.2. Unless stipulated otherwise in writing, all prices are excluding VAT, other taxes and duties, transport costs and insurance costs.

3.3. If the costs associated with the implementation of the agreement become higher on the part of PD as the price of relevant cost factors, e.g. salaries, social security and other insurance premiums, taxes, materials, value of foreign currencies and the like, has increased after the moment of the last (price) quotation of PD, PD shall be entitled to additionally charge these higher costs through a price adjustment. If there is question of a price adjustment of more than 10% the Buyer shall be entitled to dissolve the agreement by means of a registered letter. The dissolution must in that case take place immediately after the buyer becomes aware of the price increase.

3.4. Unless expressly indicated otherwise, the indicated stipulated price is solely based on initial substantial use of the goods to be delivered in the Netherlands. If the initial substantial use of the delivered goods takes place outside of the service territory of PD, PD shall be entitled to additionally charge 10% of the stipulated price. Initial substantial use within the meaning of this article is in any case understood as the use in the first year after delivery.

4. Delivery and risk

4.1. Unless stipulated otherwise in writing, the delivery takes place ex works of PD, which is understood to include the business premises and other locations where the goods to be delivered by PD are separated and ready for shipment. If one of the Incoterms has been stipulated as the delivery condition, the Incoterms applicable at the moment of the conclusion of the agreement shall apply.

4.2. The goods to be delivered are transported at the expense and risk of the Buyer.

4.3. Goods that were made available to PD by the Buyer in connection with maintenance or repair remain at the risk of the Buyer during the transport from and to the location at PD.

4.4. PD is at all times entitled to desire sufficient security from the Buyer for the compliance with its obligations and to only proceed with the delivery when this security has been provided. PD is also entitled to deliver COD (cash on delivery).

4.5. A stipulated delivery time is not a final deadline, unless expressly stipulated otherwise.

4.6. The indicated delivery time is only valid if all payments have timely been paid and the commercial and/or technical particularities are fully known and clear within 2 (two) weeks after signature. PD cannot be held liable for any loss due to delays in the delivery. If the originally stipulated delivery date is delayed as a result of an act or omission on the part of the client the delivery date is revised by PD and communicated to the client. This kind of revised delivery date shall then apply as the stipulated delivery date.

4.7. The delivery time only takes off after the Buyer has furnished all data of which PD indicates or of which the Buyer must within reason understand that they are required within the framework of the implantation of the agreement to PD.

4.8. The delivery time is based on the circumstances known at the time of the conclusion of the agreement and on timely delivery of goods ordered by PD for the implementation of the agreement. If beyond the control of PD a delay occurs as a result of a change in the intended circumstances or as goods ordered by PD are not delivered in a timely fashion, the delivery time is extended accordingly.

4.9. If interim changes in the agreement imply that there is question of a longer delivery time the delivery time is extended by said additional time.

4.10. PD is allowed to deliver goods in parts. This is not applicable if a partial delivery does not have independent value. If the goods are delivered in parts, PD shall be authorised to invoice each part individually.

5. Force majeure

5.1. PD is also entitled to rely on force majeure if the circumstance that hinders the (further) compliance occurs after PD had to comply with its obligation.

5.2. During force majeure the delivery and other obligations of PD are suspended. If the period during which compliance with the obligations by PD is impossible due to force majeure continues for more than 60 days either party shall be authorised to dissolve the agreement, without in that case being held to pay any compensation.

5.3. If upon the occurrence of the force majeure PD has already partly complied with its obligations or can only partly comply with its obligation, it is entitled to invoice the already delivered and/or deliverable part individually and the Buyer is held to pay this invoice as if it were a separate agreement. This is, however, not applicable, if the already delivered and/or deliverable part does not have independent value.

6. Termination

6.1. The claims of PD vis-à-vis the Buyer immediately fall due in, among other things, the following instances:

- if after the conclusion of the agreement circumstances come to the knowledge of PD that give PD good reason to fear that the Buyer shall not comply with its obligations;

- if PD requested the Buyer to provide security for the compliance and this security fails to materialise or is insufficient;

- in case of liquidation, insolvency or suspension of payment of the Buyer;

- if the Buyer is otherwise in default and does not comply with its obligations by virtue of the agreement.
In said instances PD shall be authorised to suspend the further implementation of the agreement and/or to proceed with dissolution of the agreement, all under the obligation of the Buyer to compensate PD for the thus incurred damages and without prejudice to the other rights attributed to PD.

7. Payment

7.1. Payment for trucks (objects) and warehouse racks must take place within 2 days prior to delivery, unless stipulated otherwise in writing. Invoices for service, parts, lease and other services / goods must take place within 21 days, unless stipulated otherwise in writing.

7.2. After overstepping of the payment term PD shall be authorised to charge the statutory commercial interest in accordance with article 119A of Book 6 of the Dutch Civil Code plus a 2% surcharge (financial losses) over the expired balance.

7.3. In case of an overstepping of the deadline as intended in article 7.1 the Buyer, after having been summoned at least once by PD to pay within a reasonable deadline, is by operation of law in default. The extrajudicial costs are set at a minimum of 15% of the whole consisting of the principal amount and statutory commercial interest, without prejudice to the right of PD to claim the actual extrajudicial costs that exceed this amount. These costs comprise all the costs incurred by PD in order to obtain payment out of court, other than a simple payment demand, even if they exceed the statutory court-approved scale of costs.

7.4. Overstepping of the payment term by the Buyer entitles PD, after having summoned sufficiently, to suspend the delivery and/or the activities.

7.5. Payment must take place without discount or setoff.

7.6. PD is authorised to, if the Buyer is also its Supplier and if PD has a specific reason for this, apply a setoff upon the payment of its supplier obligations. In this context applies that the amounts that are claimed by PD are undisputed and have expired and that PD has despatched at least one written demand in respect of these claims, which has not been disputed by the Buyer.

8. Retention of title

8.1. The goods delivered by PD remain the property of PD until the Buyer has complied with all its obligations deriving from all the agreements concluded with PD. Goods delivered by PD that fall under the retention of title can only be resold within the framework of the normal business operations. In case of insolvency or suspension of payment of the Buyer the resale within the framework of the normal business operations is not allowed. For that matter, the Buyer is not authorised to pledge or vest any other right on the goods.

8.2. In respect of goods that have already been delivered of which the title has transferred to the Buyer through payment and that are still in possession of the Buyer, PD hereby already reserves, as the occasion arises, the right of pledge within the meaning of article 237 of Book 3 of the Dutch Civil Code for additional security of claims, other than those specified in paragraphs 1 and 2 of this article, that PD might have vis-à-vis the Buyer on account of any title. The authority included in this paragraph is also applicable with regard to goods delivered by PD that have been processed or treated by the Buyer as a result of which PD has lost its retention of title.

8.3. If the Buyer does not comply with its obligations or if there is a reasonable fear that the Buyer shall not 
do so, PD shall be entitled to remove or have removed the goods delivered subject to retention of title from the Buyer or third parties in possession of the goods on behalf of the Buyer. The Buyer is held to lend every cooperation to this subject to a penalty of 10% of the amount payable by the same per day.

8.4. After PD has removed the goods subject to retention of title from the Buyer, the Buyer shall be credited for the purchase price applicable on the day of removal, however at most for the amount charged to the Buyer. PD can deduct an amount on account of depreciation, for instance due to damage or ageing, and for costs incurred by PD from the amount to be credited.

8.5. If third parties intend to vest or enforce any right on the goods delivered subject to retention of title the Buyer is held to as soon as can within reason be expected inform PD accordingly.

8.6. The Buyer commits to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damages and against theft and to on demand provide PD insight into the policy and evidence of premium payment. The Buyer also commits to on demand of PD:

- pledge all claims of the Buyer vis-à-vis the insurers with regard to any and all goods delivered subject to retention to title to PD in the manner as outlined in article 239 of Book 3 of the Dutch Civil Code;

- pledge all claims acquired by the Buyer vis-à-vis its customers in case of a resale of goods delivered by PD subject to retention of title to PD in the manner as outlined in article 239 of Book 3 of the Dutch Civil Code;

- render and keep the goods delivered subject to retention of title recognisable as the property of PD;

- otherwise lend cooperation to all reasonable measures that PD intends to impose for the protection of its ownership right with regard to the goods and that do not unreasonably hinder the Buyer in the normal course of its business;

- the Buyer hereby already gives its unconditional and irrevocable permission, as the occasion arises, to PD or to a third party designated by the same to in all instances where PD intends to exercise its ownership rights access each and every location where the properties of PD shall then be located and to take possession of these goods.

9. Assembly; commissioning

9.1. If it has been stipulated that assembly and commissioning shall take place at the expense of PD, the following shall be at the expense and risk of the Buyer:

- provide any and all assistance and cooperation to PD and to third parties hired by PD that can within reason be expected of the same for the performance of the work, including the availability of a heated, dry room for the performance of activities and access to a workplace, washing and changing area;

- gratuitously render auxiliary staff, lubricants, energy, water and other required goods and tools available to engineers of PD;

- render racks, containers, hoisting, lifting and transport tools, ladders, assembly tools and other comparable material available, to the extent that they are available at the Buyer;

- see to it that the engineers of PD can start and continue their activities under normal circumstances in an unhindered and uninterrupted manner;

- take and maintain all necessary safety measures and other precautionary measures;

- on demand compensate PD for all costs and damages if the aforementioned provisions are not complied with.

9.2. Activities that do not pertain to the assembly and commissioning, e.g. the installation of supply pipes, earthworks, brickwork, foundation works, carpentry and paintwork and other activities of a structural nature as well as disassembly and repair activities, do not fall under the activities that PD must carry out (have carried out) and are at the expense and risk of the Buyer, unless expressly stipulated otherwise in writing.

9.3. If and to the extent that a permit is required for the possession and/or the use of the goods, the Buyer personally sees to the acquisition thereof at its own expense.

10. Quality; complaints

10.1. PD warrants the soundness of the goods delivered by the same, the activities carried out by the same and the repairs provided by the same in accordance with the provisions set forth in the offer, the order confirmation and/or the agreement and the thereto pertaining appendix (appendices), during the period(s) specified therein and under the conditions specified therein, provided the goods are used in a normal and accurate fashion in accordance with the regulations of PD and for the purpose for which they have been manufactured.

10.2. If PD provided information with the goods to be delivered about the construction, functioning and treatment thereof in the form of a manual or instruction book, the Buyer is held to study this information and to act in accordance with the manual / the instruction book. PD shall not be liable for possible damages that could have been prevented if the provisions set forth in the manual / the instruction book were observed.

10.3. Immediately after delivery the Buyer must inspect the goods on visible and easily detectable invisible defects and shortcomings before the Buyer starts using the goods. If the goods have been commissioned they are deemed to comply with the agreement, unless the good appears to have a not easily detectable invisible defect.

10.4. Visible and easily detectable invisible defects must be reported to PD in writing by the Buyer within 14 days after delivery or – in case of (repair) activities carried out by PD – within 14 days after completion of the activities.

10.5. Not easily detectable invisible defects must be reported to PD in writing by the Buyer within 14 days after they have been discovered, or should within reason have been discovered, however at the latest within 6 months after delivery or – in case of (repair) activities carried out by PD – within 3 months after completion of the activities.

10.6. If (in case of a timely and justified complaint) a shortcoming or defect cannot be remedied or only against disproportionately high costs on the part of PD, PD can also opt to, after consultation with the Buyer, reduce the price for the delivered goods, which reduction is established in consideration of the unit prices applicable at the time of the conclusion of the agreement.

10.7. If the Buyer files a timely complaint this shall not affect its obligation concerning timely payment and purchase of delivered goods.

10.8. Goods can only be returned to PD after prior approval in writing. Return shipments are at the expense and risk of the Buyer.

10.9. With regard to the undoing of defects or shortcomings by PD the following provisions are applicable.

- Claim for quality of the delivered objects can only be filed if the client has complied with its payment obligations and the maintenance and/or repairs were carried out in conformity with the manufacturer’s instructions and the activities were carried out by an engineer recognised by PD. Recognised engineers are the PD engineers, engineers of dealer companies and engineers of personal fleet owners who have been trained by PD. The daily maintenance must be carried out as outlined in the operating manual that is delivered with each and every machine.

- The Buyer cannot claim repair of defects or shortcomings if the device has been used injudiciously or improperly or if a not prescribed motor fuel or lubricant has been used (reference is made to the specifications in the operating manual).

- The repair of defects or shortcomings consists of and is exclusively limited to repair of those parts that are unusable or have been damaged as a result of inferior material, erroneous construction or incorrect implementation. The relevant parts are repaired free of charge or, if repair no longer appears to be possible, are replaced by new factory parts. Maintenance parts, e.g. oil, filters or parts that need to be replaced due to normal wear and tear, are charged as usual. Replaced parts are owned by PD and must be sent postage paid and/or rendered available to PD for inspection.

- The right to compensation in any form whatsoever, in particular for lost profit, business interruption or compensation for direct or indirect costs on the part of the user resulting from the defects or shortcomings, is excluded.

11. Liability

11.1. PD is only liable for defects of delivered goods in accordance with the provisions set forth in article 10 of these terms and conditions.

11.2. The liability of PD, to the extent that it is covered by its liability insurance, is limited to the amount of the benefit paid out by the insurer. If the insurer would, as the occasion arises, not proceed with the payment of a benefit or if the damages are not covered by the insurance, the liability of PD shall be limited to € 25,000.00.

11.3. PD shall not be liable for consequential damages, e.g. damages in the form of lost profit and other indirect damages. Legal claims concerning alleged claims of the Buyer vis-à-vis PD must be instituted within one year after delivery subject to forfeiture. In case of the performance of activities the term of one year intended In the previous sentence shall commence after completion of the activities or, where relevant, after the lease agreement has come to an end.

11.4. PD shall not be liable for damages, of any nature whatsoever, occurring as it assumed incorrect and/or incomplete data supplied by the Buyer.

11.5. In case of the possible hiring of third parties PD shall always observe the necessary accuracy. PD shall, however, not be liable for shortcomings on the part of hired third parties.

11.6. The Buyer indemnifies PD against claims for compensation of third parties in connection with the goods delivered to the Buyer by PD or services supplied to the Buyer by PD to the extent that these damages are, in pursuance of the agreement and these general terms and conditions, in the relationship with the Buyer not at the expense and risk of PD.

11.7. The restrictions of liability laid down in these terms and conditions are not applicable if the damages can be blamed on intent or gross negligence on the part of PD.

12. Intellectual and industrial property rights; rights of third parties

12.1. PD reserves all intellectual and industrial property rights in respect of the designs, drawings, images, sketches and the like prepared by PD or companies affiliated with the same, including the rights and authorities that are attributed to the same in pursuance of the Dutch Copyrights Act. This is applicable regardless of the fact as to whether separate costs are charged for the same.

12.2. All documents, e.g. reports, opinions, designs, sketches, drawings, software, etc. supplied by PD remain the property of PD and are exclusively meant to be used by the Buyer and cannot be duplicated, disclosed, exploited or communicated to third parties without the prior approval of PD. On demand they must be returned to PD.

12.3. If PD manufactures goods based on indications and/or drawings and/or with the help of moulds and/or forms of the Buyer, the Buyer warrants that PD shall not infringe intellectual property rights and other rights of third parties by doing so. The Buyer indemnifies PD against claims of third parties in connection therewith.

13. Dutch Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act

13.1. The Buyer indemnifies PD against claims of the Dutch Tax Authorities and the industrial insurance board in pursuance of the Dutch Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act, in particular if (sub-) contractors do not comply with their obligations vis-à-vis the Dutch Tax Authorities and the industrial insurance board.

14. Dispute resolution; applicable law

14.1. Each and every dispute between the Buyer and PD shall exclusively be settled by the District Court in Lelystad. PD shall, however, always remain authorised to present a dispute to a court competent pursuant to the law or the applicable international convention.

14.2. Dutch law is applicable to each and every agreement concluded by and between the Buyer and PD.

15. Address changes

15.1. The Buyer is held to forthwith communicate address changes or name changes to PD in writing. Goods delivered at the address lastly known at PD are deemed to have been received by the Buyer.

16. Change in the terms and conditions

16.1. PD is authorised to make changes in these terms and conditions. These changes take effect at the announced entry into force date. PD shall timely send the changed terms and conditions to the Buyer. If an entry into force date has not been communicated changes take effect vis-à-vis the Buyer as soon as the change has been communicated to the same.

PartsDirect is a trademark the private limited company Motrac Intern Transport B.V. established in Almere.


Szukaj