Terms and conditions

General terms and conditions The Netherlands

Article 1 – General terms and conditions
1.1 These general terms and conditions apply to every offer, order and/or agreement between Unisad B.V. (hereinafter referred to as Unisad) and the other party to which Unisad B.V. has declared these general terms and conditions applicable, as well as to obligations arising therefrom. Unisad B.V. confirms deviations from or changes to these general terms and conditions in writing and only applies to the relevant offer, order and agreement.
1.2 The general terms and conditions also apply to all agreements with Unisad, for the execution of which Unisad uses the services of third parties.
1.3 General terms and conditions of the other party are expressly rejected.
1.4 If one or more provisions in these general terms and conditions are not legally valid, the other provisions of these general terms and conditions remain fully applicable.

Article 2 – Agreements and changes
2.1 An order placed by the customer will be considered by Unisad as an irrevocable offer.
2.2 Unisad is only bound vis-à-vis the customer to an order placed with Unisad if and as soon as that order is confirmed in writing by Unisad within 3 working days after receipt of the order for delivery, or if Unisad has started with the execution of that order. Unisad expressly reserves the right to specify the delivery date in the aforementioned confirmation. For work/deliveries for which no order confirmation is sent due to the nature and/or scope, the invoice also counts as an order confirmation, which is deemed to reflect the agreement correctly and completely.
2.3 Changes in the execution thereof requested by the customer after the placing of an order must be notified to Unisad in a timely manner and in writing by the customer and only bind Unisad if these agreements/commitments have been confirmed in writing by Unisad. In case of verbal or telephone assignments and/or changes in the execution thereof, the customer bears the risk with regard to whether or not (correctly) execution thereof.
2.4 Changes to an order placed by the customer, of whatever nature, that entail higher costs than could be counted on in the original offer provided by Unisad, will be borne by the customer. If such changes result in a reduction in costs, the customer cannot derive any right from this with regard to a reduction of the purchase price. However, Unisad may, at its sole discretion, decide that these changes will result in payment of a lower purchase price.
2.5 Changes made may result in Unisad exceeding the delivery time indicated before the changes. This cannot be relied on to the detriment of Unisad.
2.6 Orders, order confirmations or other correspondence via e-mail are accepted by the parties as legally binding correspondence.

Article 3 – Offers and quotations
3.1 All offers from Unisad are without obligation, unless explicitly stated otherwise.
3.2 Descriptions and prices in offers are subject to change and are only approximate. The customer cannot derive any right from any errors in an offer.
3.3 Unisad’s offers are given on the basis of data and specifications provided by the customer. Offers are based on production and delivery within normal time limits and under normal circumstances.
3.4 All prices are exclusive of turnover tax (btw) and other levies imposed by the government.
3.5 Unisad is entitled to change the agreed price if changed market prices and/or price increases by suppliers or other developments, such as changes in raw material, material and labour costs, government measures, exchange rates, taxes, duties, levies, etc., give rise to this. Unisad will inform the customer of any price increase in writing as soon as possible. If the price increase takes place within 3 months after the conclusion of an agreement and amounts to more than 10% of the original price, the customer has the right to invoke the dissolution of the agreement in writing within 10 days after sending the written notification referred to in the previous sentence, failing which he is deemed to agree to the price increase.

Article 4 – Packaging
4.1 Unless expressly agreed otherwise in writing, the goods will – if necessary and at the sole discretion of Unisad – be provided with packaging in which the goods are usually traded.
4.2 Unless otherwise agreed in writing with the customer, Unisad will not take back the packaging, unless it consists of special transport trolleys, boxes or bags. These packaging materials are always taken back by Unisad and the customer must make these packaging materials available to Unisad in a manner to be specified.

Article 5 – Delivery
5.1 Without prejudice to article 2.2, the delivery date shall be determined jointly by Unisad and the customer. If Unisad specifies a delivery period, this will only apply approximately and not as a guarantee.
5.2 Unisad will not be in default due to the mere exceeding of the delivery period. If a delay occurs, for whatever reason, the delivery time shall be extended for the duration of that delay.
5.3 Unless otherwise agreed in writing – for example in Unisad’s order confirmation – and not contrary to the provisions of article 7 of these general terms and conditions, goods are considered to have been delivered to the customer in a legal sense from the moment that they are ready for shipment or transport at Unisad, and the customer has been informed thereof in writing (Ex Works, IncoTerms 2010), and the customer has fulfilled his payment obligation. From the moment of delivery, the delivered goods are at the expense and risk of the customer.
5.4 Transport of the goods is at the expense and risk of the customer, unless otherwise agreed in writing. The customer is obliged to take receipt of the goods on the announced day. In case of non-compliance with this obligation, Unisad will store the goods in its warehouse or elsewhere or have them stored. The costs associated with such storage shall be borne by the customer.
5.5 Unisad is entitled to deliver goods in parts. Each partial delivery, including the delivery of goods of a composite order, can be invoiced separately. In such a case, payment must be made in accordance with the provisions of article 6 of these general terms and conditions.

Article 6 – Payment
6.1 Payment by the customer must be made within 30 days of the invoice date by transfer of the amount due to the bank account as stated on the invoice, unless otherwise agreed in writing and confirmed in the order confirmation as stated under article 2.2.
6.2 The customer hereby waives his set-off and suspension rights.
6.3 Unisad ensures timely invoicing. Partial invoicing is possible at any time, unless this is excluded in writing.
6.4 If the customer does not comply with his payment obligation under article 6.1 of these general terms and conditions, Unisad has the right to terminate or suspend the agreement with the customer in whole or in part. In case of a termination or suspension under this provision, the customer will be fully liable for the damage suffered and to be suffered by Unisad. Furthermore, without prejudice to Unisad’s other rights, the customer owes monthly interest of 2% on (the part still due) of the invoice amount from the day that the payment term has been exceeded until the time of full payment of the invoice amount. Unisad will then be entitled to demand immediate payment of all unpaid invoices and to suspend further deliveries until the moment when the entire invoice amount has been paid, or sufficient security has been provided for this.
6.5 All judicial and extrajudicial collection costs incurred by Unisad as a result of the customer’s non-compliance with its payment obligations will be borne by the customer and will be calculated in accordance with the rate of the Dutch Bar Association.
6.6 Payments made by the customer always serve first to settle all costs and accrued interest and then to settle the oldest due invoice, even if the customer states that the payment relates to a later invoice.

Article 7 – Retention of title
7.1 All delivered and yet to be delivered goods remain the exclusive property of Unisad until all claims that Unisad has or will acquire against the customer, including in any case the claims referred to in article 3:92, paragraph 2 of the Dutch Civil Code, have been paid in full.
7.2 As long as the title of the goods has not been transferred to the customer, the customer may not pledge the goods or grant any other right to them to third parties, except within the normal course of his business. At Unisad’s first request, the customer undertakes to cooperate in the establishment of a pledge on the claims that the customer obtains or will obtain from its customers by virtue of the onward delivery of goods.
7.3 The customer is obliged to keep the goods delivered under retention of title with due care and as recognizable ownership of Unisad.
7.4 Unisad is entitled to take back the goods that have been delivered under retention of title and are still present with the buyer if the buyer is in default with the fulfillment of his payment obligations or is in payment difficulties or threatens to be in payment difficulties. The customer shall at all times grant Unisad free access to its premises and/or buildings for the inspection of the goods and/or for the exercise of Unisad’s rights.
7.5 The aforementioned provisions included under 7.1 to 7.4 do not affect the other rights to which Unisad is entitled.
7.6 With regard to a customer established abroad, instead of article 7.1, in case of non-payment on the due date, the sale by Unisad may be considered null and void by operation of law and without notice. The goods remain the property of Unisad until full payment of the price. All risks are borne by the customer. Any advances paid will continue to be acquired by Unisad to compensate for possible losses in case of resale. Articles 7.2 to 7.5 shall apply mutatis mutandis.

Article 8 – Customer’s obligations
8.1 The customer will ensure that Unisad has timely access to all data and relevant specifications required for the execution of the agreement that apply to the agreement in question.
8.2 If the commencement or progress of the execution of the agreement is delayed by factors that can be attributed to the customer, the resulting damage and costs for Unisad will be borne by the customer.

Article 9 – Complaints
9.1 Upon receipt of delivered goods, the customer has the obligation to thoroughly examine whether the goods comply with the agreement. If, in the opinion of the customer, the delivered goods do not comply with the agreement, the customer must report this immediately after receipt of the goods. In the event that the ground of the complaint could not reasonably have been discovered upon receipt of the goods, a period of 2 days applies from the moment that that ground was discovered or could reasonably have been discovered. Notwithstanding the foregoing, Unisad will in no case accept complaints that are made after a period of 1 month after delivery of the goods by Unisad.
9.2 If, with due observance of the provisions of article 9.1, the complaint is found to be well-founded by Unisad, Unisad is only obliged to replace the goods to which the complaint relates free of charge or to reimburse them to the customer, at Unisad’s discretion.
9.3 The complaint does not release the customer from his payment obligations towards Unisad.

Article 10 – Return of delivered goods
10.1 Goods sent by Unisad to the customer may only be returned to Unisad after written permission from Unisad and under conditions to be set by Unisad.
10.2 Costs of returning the goods sent by Unisad to the customer shall be borne by the customer, with the exception of costs of returning goods of which Unisad has established that these goods have defects falling under the warranty or for which Unisad is liable.

Article 11 – Warranty
11.1 Unisad gives a warranty for a period of 1 month after delivery on all goods delivered by Unisad. Defects covered by the warranty will be removed by Unisad by replacing the defective goods or by crediting the purchase price of the goods in question, all this at the discretion of Unisad.
11.2 Unisad is not obliged to implement any warranty obligation if the customer has not fully, properly or not timely fulfilled any obligation towards Unisad at the time that the customer invokes the warranty.
11.3 Any warranty lapses if the goods have been handled or maintained in a careless or injudicious manner.

Article 12 – Liability
12.1 Unisad’s liability is limited to compliance with the warranty obligations described in article 11 of these general terms and conditions. Any further or other liability for incorrect performance or other shortcoming of Unisad or for (consequential) damage to the customer or third parties, for whatever reason (except in the case of intent or gross negligence), is expressly excluded. Unisad’s liability is at all times limited to the amount that the insurer is willing to pay out in the relevant case.
12.2 The customer is obliged to indemnify and hold Unisad harmless for all claims by third parties engaged by the customer for compensation against Unisad in respect of the execution of the agreement, unless there is intent or gross negligence on the part of Unisad. Furthermore, the customer is obliged to indemnify and hold Unisad harmless for all claims from third parties engaged by the customer that are related to or arise from the customer’s use of the goods delivered or services provided by Unisad.
12.3 Any employees of Unisad who are held liable may invoke the provisions of this article as if they were party to the agreement between Unisad and the customer.

Article 13 – Intellectual and industrial property rights
13.1 Unisad reserves all intellectual and industrial property rights with regard to the quotations it has issued, as well as with regard to the software, descriptions, models, drawings and the like that it has produced or provided, as well as with regard to the information contained in or on the basis of all this.
13.2 The customer warrants that the provisions referred to in article 13.1, except as necessary for the execution of the agreement, will not be reproduced, published, stored or otherwise used other than with the written permission of Unisad.
13.3 All signs, logos, labels and the like, whether or not protected by intellectual or industrial property rights, that are located on, in or to the goods delivered by Unisad may not be modified, removed from or from the goods, imitated or used for other goods by the customer other than with the permission of Unisad. The customer is obliged to impose this clause on its customer as a third-party clause.

Article 14 – Security
14.1 If Unisad has cause to suspect that the customer will not be able to fulfil its obligations under the agreement, the customer is obliged, at Unisad’s first request, to provide sufficient security for the full fulfilment of all its obligations in respect of agreements executed by Unisad or still to be executed in whole or in part, in a manner to be indicated by Unisad.

Article 15 – Suspension, termination, force majeure
15.1 If the customer fails in any way towards Unisad in the fulfilment of any obligation, as well as in case of an application for suspension of payment, obtained (provisional) suspension of payment, bankruptcy application, declaration or claim, bankruptcy, liquidation or cessation of (part of) the company of the other party, is Unisad, without prejudice to its other rights and without any obligation to pay compensation, is competent without notice of default or judicial intervention:
– suspend the execution of the agreement until payment of all that the customer owes to Unisad has been sufficiently secured and/or;
– suspend all its own possible payment obligations and /or;
– to terminate any agreement with the customer in whole or in part;
all such without prejudice to the customer’s obligation to pay for goods already delivered and/or services provided and without prejudice to Unisad’s other rights, including those for compensation.
15.2 In case Unisad’s is unable to execute the agreement as a result of force majeure, Unisad is entitled to suspend the execution of the agreement without judicial intervention or to dissolve the agreement in whole or in part, without being obliged to pay any compensation.
15.3 Force majeure exists in case of of any circumstance independent of the will of Unisad as a result of which compliance with the agreement is permanently or temporarily prevented, as well as, insofar as this does not already include, war, danger of war, civil war, riots, strike, fire and any other malfunction in the business of Unisad or its suppliers. Force majeure also exists if a supplier, from whom Unisad purchases goods with regard to the execution of the agreement with the customer, remains in default with temporary and/or solid delivery.

Article 16 – Engagement of third parties
16.1 Unisad is entitled to engage third parties in the execution of an agreement on behalf of and for the account of the customer, if, in the opinion of Unisad, there is reason to do so or this results from the agreement. The costs of this will be passed on to the customer in accordance with the quotation provided by Unisad.
16.2 The customer guarantees the quality of the goods and services of the third parties engaged by the customer.

Article 17 – Transfer of rights and obligations
17.1 The customer may not transfer its rights and/or obligations arising from any agreement with Unisad to third parties or have them serve as security against claims of third parties, without the prior written consent of Unisad.

Article 18 – Applicable law, competent court
18.1 These general terms and conditions, as well as all legal relationships between Unisad and the customer, are governed by Dutch law.
18.2 Insofar as the law does not prescribe otherwise, in the first instance only the District Court of Zeeland West-Brabant will be competent to take cognizance of disputes that may arise as a result of (the execution of) any agreement between Unisad and the customer as well as disputes regarding (any provision of) these general terms and conditions, also for obtaining provisional measures. With regard to disputes between Unisad and customers established abroad, the relevant foreign court in the buyer’s place of residence will also be competent.

Article 19 – Dutch text prevails
19.1 In case of a conflict between a translation and the Dutch version of these general terms and conditions, the Dutch version shall prevail.