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General Terms of Conditions of Dial Liquid Technics B.V. Celsiusstraat 5, 3316 AC Dordrecht registered at the Chamber of Commerce in Rotterdam number 24310004.
1. Applicability of these Terms and Conditions
1.1. These terms and conditions apply to all our offers and any agreement concluded with us, unless agreed otherwise in writing.
1.2. Any clause divergent to these terms and conditions will only be applicable if and when expressly confirmed by us in writing and will solely be applicable to the agreement in
connection with which these are made.
2. Offers: the conclusion of the agreement
2.1. All our offers are non-binding, unless we have given a deadline for acceptance.
2.2. Samples, models, drawings, colours, sizes and the like, will be displayed or provided by us as an indication, and do not imply that objects delivered by us have to meet the
indication, unless expressly mentioned otherwise in writing.
2.3. Agreements with us are concluded as soon as we have sent the confirmation of order or when we have started executing the order.
3. Prices
3.1. All prices are exclusive of BTW (Dutch VAT) and other government levies and/or taxes which are or will be imposed. Unless stated otherwise in writing our prices do not include the costs of assembly, testing and commissioning.
3.2. In the event our costs increase after the conclusion of the agreement, we will be
authorized to pass the increase in costs on to the counterparty.
4. Delivery time; transfer of risk
4.1. The agreed delivery time starts on the day we have confirmed the assignment in
writing and the counterparty has done all that is necessary for the execution of the
assignment. The agreed delivery times are never deadlines. We will not be in default until after a written notice of default subject to a time limit of at least fourteen days.
4.2. The transport of goods to be delivered by us will take place in a manner to be
determined by us, unless agreed otherwise. The transportation costs will be borne by the counterparty at all times.
4.3. The goods to be delivered by us will be at the risk of the counterparty as soon as these are received by the counterparty, or the carrier contracted by us or the counterparty.
5. Acceptance
5.1. Upon receipt of the goods the counterparty must inspect whether the correct goods have been delivered in the correct quantities and must inspect the goods on visible defects. When during this inspection damage or defects arise, the counterparty must immediately inform us in writing.
5.2. We must be notified in writing about any possible hidden defects within eight days after the defects have been discovered or reasonably could have been discovered, but no later than ninety days after the day of delivery.
6. Retention of title
6.1. The goods delivered by us will remain our property, until the counterparty has fully paid the purchase price, the price for the work to be carried out by us, as well as possibly accrued interests en costs made for legal advice. The counterparty is not authorized to
resell, edit or process the delivered goods before the purchase price and the
aforementioned costs are fully paid.
7. Suspension and retention
7.1. In the event the counterparty fails to meet its obligations, we will be entitled to
suspend the performance of our obligations until the counterparty has met its obligations. In such a case we can keep assets belonging to the counterparty which are held by us during that period of time. All the reasonable cost incurred by us in connection herewith are for the account of the counterparty.
7.2. We will also be entitled to exercise the rights mentioned in article 7.1 when we have grounds to assume that the counterparty will not correctly, timely or fully meet its
obligations towards us. In that case we can demand that the counterparty will provide
sufficient guarantees, before we will be obliged to proceed to the execution of our
obligations.
8. Payment
8.1. Payment must be made within thirty days after invoicing, fully and without any appeal to discounts or settlement on any ground whatsoever.
8.2. In the event the goods to be delivered by us will be delivered in parts, we will be
entitled to require payment of a proportional part of the agreed total purchase price.
8.3. In case payment is not made within the agreed payment period, the counterparty will be obliged to pay legal interest over the total amount invoiced, without the need for a notice of default, with a minimum of 1,5% per month as of the date that the amount should have been paid, until payment in full has been made.
8.4. When the counterparty remains in default with the payments, we will be entitled to charge the counterparty for all the judicial and extrajudicial costs in connection therewith. The extrajudicial costs amount at least 15% of the total outstanding balance.
9. Advices
9.1. The application, the use or the processing of the goods delivered by us always takes place under the responsibility of our counterparty. In the event the counterparty asks for advice in connection thereto, our advices will be in no way binding. The assessment whether the good delivered by us is suitable for the intended application is for our counterparty’s
account and risk. The counterparty will indemnify us in this regard for third party claims.
10. Warranty
10.1.We guarantee the soundness of the goods delivered by us for a period of twelve
months after the day of delivery. Goods or parts thereof which are not sound in that respect, will be replaced or restored by us.
The choice between replacement or restoration is our prerogative. Replaced goods or parts thereof will become our property and must be returned on request.
10.2.Our obligations to replace goods or parts thereof, does not go beyond the transmission of the goods to be replaced or the to be replaced parts thereof. The transmission within the Netherlands will be free of charge. The costs of the transmission to addresses outside of the Netherlands can be passed on.
10.3.When we choose for the execution of restoration work, the restoration will take place either at a location chosen by us or at the counterparty, which decision is up to us. The restoration work will be executed free of charge. When the counterparty wants the
restoration work to be executed at a different location than the one we choose, the travel time and travel- and accommodation expenses of our repairer will be borne by the counterparty.
10.4.Regarding the restoration- or revision work executed by us we only guarantee the soundness of the execution of the work assigned to us.
10.5.Any right to warranty expires when:
11. Liability
11.1.Our liability for damages resulting from a attributable deficiency or wrongful act shall be limited to the performance of the guarantee commitments as mentioned in article 10. Any claim for compensation, including business losses and other indirect damage, is
therefore excluded.
11.2.If, for any reason whatsoever, we will be bound to anything other than the
performance of our guarantee commitments as mentioned in article 10, our liability will be limited to compensation of the direct damages to an amount equal to the price the counterparty is due for the non-proper good delivered by us.
11.3.The counterparty must pay all the costs, damages and interests, that may arise for us as a direct or indirect result of legal claims, instituted against us by a third party regarding the execution of the agreement. The counterparty is obliged under the agreement to follow up on a request from our side to indemnify us.
12. Force majeure
12.1. A non-imputable failure includes all the circumstances beyond our control – even if these could have been foreseen at the time of concluding the agreement - which prevent the performance of the obligations under this agreement temporarily or permanently, as well as, for as far as the previous does not already include this, war, threat of war, civil war, riot, strikes, workmen exclusion, transport difficulties, fire and other interferences in our company or the company of our suppliers.
13. Applicable law
13.1. To all agreements and offers to which these terms and conditions are fully or partially applicable, Dutch Law applies.
14. Disputes
14.1. All disputes in first instance will be concluded by the competent court in Dordrecht, Netherlands.