General Terms and Conditions
GENERAL TERMS AND CONDITIONS
Article 1 - Definitions
For the purposes of these Terms and Conditions, the following definitions apply:
- Supplier: Translas B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office in Nieuwegein, the Netherlands.
- Customer: Any counterparty that orders or purchases Products from the Supplier, as well as any party entering into an agreement with the Supplier to which these Terms and Conditions have been declared applicable.
- Products: All goods supplied or to be supplied by the Supplier, including but not limited to equipment, components, accessories, documentation and industrial tools or equipment.
- Agreement: Any legal relationship between the Supplier and the Customer, including any Order.
- Order: A written purchase order issued by the Customer or a written order confirmation issued by the Supplier.
- Incoterms: The Incoterms® 2020 as published by the International Chamber of Commerce (ICC).
- Business Day: Monday through Friday, excluding public holidays recognized in the Netherlands.
Article 2 - Applicability
These Terms and Conditions apply to all offers, agreements and deliveries of Products and services by the Supplier. The applicability of the Customer’s general terms and conditions is expressly rejected, unless accepted expressly and in writing by the Supplier.
Article 3 - Offers and Prices
All offers, price lists and quotations issued by the Supplier are without obligation, unless expressly stated otherwise in writing. Prices are exclusive of VAT, transport, packaging and insurance costs, import duties and any other levies.
The Supplier is entitled to adjust prices if cost-increasing factors arise, including changes in raw material prices, energy, transport or labor costs, exchange rates or statutory measures.
Price adjustments may be implemented unilaterally by the Supplier, provided that a notice period of two (2) months is observed.
Article 4 - Formation of the Agreement
An Agreement is concluded when the Supplier confirms an Order in writing or commences performance thereof. Information contained in catalogues, brochures or digital communications is for information purposes only and shall not be binding.
Article 5 - Delivery (Incoterms® 2020)
Unless expressly agreed otherwise in writing, delivery shall take place EXW Nieuwegein (Incoterms® 2020).
Indicated delivery times shall never be regarded as strict deadlines. If the Customer refuses or delays delivery, all resulting costs (including storage and handling costs) shall be borne by the Customer.
Article 6 - Transfer of Risk and Export
The risk of loss, damage or deterioration of the Products passes to the Customer at the moment of delivery in accordance with the agreed Incoterm.
All export and import formalities, permits and customs procedures are the sole responsibility and risk of the Customer, unless expressly agreed otherwise in writing.
Article 7 - Payment Article
Invoices must be paid within 30 days of the invoice date, without suspension or set-off.
In the event of late payment, the Customer shall owe statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code, without notice of default being required.
The Supplier is entitled to suspend further deliveries until full payment has been received.
Article 8 - Extended Retention of Title
All Products delivered remain the property of the Supplier until the Customer has fulfilled all payment obligations arising from the Agreement, as referred to in Article 3:92(2) of the Dutch Civil Code.
The Customer is authorised to resell the Products only in the ordinary course of business.
In the event of default, the Supplier is entitled to recover the Products.
Article 9 - Warranty and Conformity
The Supplier warrants that the Products comply with the agreed specifications at the time of delivery. The warranty period is twelve (12) months from the delivery date.
The warranty covers only free repair or replacement, at the Supplier’s discretion.
Warranty is excluded in cases of:
- improper installation, connection or maintenance;
- modifications or repairs carried out by third parties;
- improper use, contamination or exposure to chemicals;
- normal wear and tear.
The Supplier warrants that the Products are suitable for the normal use for which such products are intended.
The Supplier does not warrant that the Products are suitable for any specific or special purpose intended by the Customer that deviates from normal use, unless expressly confirmed in writing by the Supplier.
Article 10 - Claims
Visible defects must be notified in writing by the Customer within seven (7) Business Days after delivery.
Hidden defects must be notified in writing within thirty (30) days after they could reasonably have been discovered.
A complaint does not suspend the Customer’s payment obligation.
Returns are accepted only after the Supplier has issued prior written instructions. Unless otherwise agreed, returns are always at the Customer’s cost and risk.
Article 11 - Liability
The Supplier is liable only for direct damage that is the direct result of an attributable breach by the Supplier.
Liability is limited to the invoice value of the relevant Order, or (if applicable) the amount paid out under the Supplier’s insurance policy.
The Supplier shall never be liable for indirect damages, including consequential loss, loss of profits, production downtime or reputational damage.
This limitation does not apply in cases of wilful misconduct by the Supplier.
Article 12 - Intellectual Property
All intellectual property rights relating to documentation, designs, drawings, software and know-how provided by the Supplier remain the exclusive property of the Supplier.
The Customer only obtains a limited, non-exclusive right of use within its own business operations. Reverse engineering, copying or reproduction is prohibited without the Supplier’s prior written consent.
Article 13 - Confidentiality and Data Protection
Both parties shall treat all confidential information strictly confidentially, including after termination of the Agreement.
Personal data shall be processed in accordance with the General Data Protection Regulation (GDPR).
Article 14 - Force Majeure
Force majeure includes any circumstance beyond the Supplier’s reasonable control that prevents the Supplier from fulfilling its obligations, including but not limited to war, strikes, pandemics, embargoes, governmental measures, cyber incidents, shortages of raw materials and severe logistical disruptions.
During a force majeure event, obligations are suspended.
If the force majeure situation continues for more than ninety (90) days, either party may terminate the Agreement in writing without liability for damages.
Article 15 - Termination
The Supplier may terminate the Agreement with immediate effect if the Customer is in default, if bankruptcy is applied for or declared, if suspension of payment is granted, or if the Customer ceases its business operations.
Article 16 – Prohibition on Direct Dealings with Supplier’s Vendors
The Customer is prohibited, during the term of the Agreement and for a period of twelve (12) months thereafter, from engaging—directly or indirectly—in any business dealings with suppliers or other third parties engaged by the Supplier for the performance of the Agreement, unless the parties have expressly agreed otherwise in writing.
“Business dealings” include, but are not limited to, direct purchase of products, requesting or accepting quotations, entering into agreements or maintaining commercial contacts that would normally be handled through the Supplier.In the event of breach of this article, the Customer shall owe the Supplier an immediately payable penalty of €25,000, without prejudice to the Supplier’s right to claim full compensation for damages.
Article 17 - Govering Law and Disputes
All Agreements are governed exclusively by Dutch law.
The applicability of the CISG (Vienna Sales Convention) is expressly excluded.
All disputes shall be submitted exclusively to the competent court of the District Court of Midden-Nederland, location Utrecht.
Unless otherwise agreed, the Dutch version of these Terms and Conditions shall prevail over any English translation.