Terms and conditions
GENERAL CONDITIONS OF SALE AND DELIVERY
of the private company with limited liability Seceurtronics Nederland B.V., hereinafter referred to as Seceurtronics, having its registered office in Nieuw-Vennep, the Netherlands, registered with the Chamber of Commerce of The Hague under number 28042343, and deposited there.
PART I
Article 1. Definitions
In these conditions "Client" or "Buyer" shall mean any person or legal entity who has entered into or wishes to enter into an agreement with SECEURTRONICS and, in addition, its representative(s), agent(s) and assignee(s).
Article 2. Applicability
1. All offers, confirmations, agreements, deliveries, contracting and assemblies shall be governed exclusively by these Terms and Conditions, unless the parties have expressly agreed otherwise in writing.
2. Supplements to and/or deviations from these terms and conditions must be expressly agreed in writing.
3. The applicability of any general terms and conditions of Client or Buyer is expressly excluded unless SECEURTRONICS expressly accepts in writing the applicability of Client's or Buyer's general terms and conditions.
Article 3. Offers and Agreements
1. All offers made by SECEURTRONICS are always without obligation unless expressly agreed otherwise.
2. No changes and/or additions thereto shall bind SECEURTRONICS unless confirmed in writing by SECEURTRONICS.
3. An agreement between SECEURTRONICS and client or purchaser shall not be concluded until SECEURTRONICS has confirmed the order in writing or until SECEURTRONICS has executed all or part of the order.
4. When entering into an agreement, SECEURTRONICS is entitled to demand security for the financial performance of the contract. Any refusal by client or purchaser to provide the required security shall entitle SECEURTRONICS to refuse the assignment.
5. SECEURTRONICS is entitled to engage third parties for the performance of its work and to pass the cost thereof on to client or purchaser.
Article 4. Prices
1. All prices and rates shall be quoted in Euros and are exclusive of VAT and other government levies that may be imposed at the time of acceptance of the order.
2. The prices are based on cost prices applicable at the time of offer. If, since the date of the offer, these cost prices have risen as a result of an increase in the prices of raw materials, consumables, parts, transport costs, wages, insurance premiums, tax charges, import duties, exchange rates, etc., SECEURTRONICS shall be entitled to increase the price accordingly.
3. The provisions of the preceding paragraph shall also apply if, at the time the agreement was entered into, these cost-price-increasing factors were foreseeable.
4. If, however, the increase in cost price exceeds 15%, Client shall be entitled to cancel the order within 3 days of the date on which Client became aware of the increase.
5. For deliveries/orders of less than €500, SECEURTRONICS is entitled to charge shipping costs.
Article 5. Delivery
1. Stated delivery times shall never be regarded as firm deadlines unless expressly agreed otherwise. In the event of late delivery, SECEURTRONICS shall be declared to be in default in writing and given a final deadline for delivery.
2. Failure to meet agreed delivery dates shall not entitle Client or Purchaser to claim damages in any form whatsoever, to refuse acceptance or to dissolve the agreement entirely or to suspend, in whole or in part, the fulfilment of any obligation incumbent upon Client or Purchaser under the agreement, except in the case of intent or gross negligence.
3. SECEURTRONICS' obligation to deliver shall be deemed to have been fulfilled upon presentation of the goods. The receipt signed by client or buyer or the person representing them shall serve as full proof of delivery. In the event of non-acceptance, the costs shall be borne by client or buyer.
4. If the client or buyer fails to carry out an action with which he must cooperate in the delivery of the products, the products will be at the risk of the client or buyer from the moment they are ready for dispatch.
Article 6. Retention and transfer of ownership
1. As long as client or purchaser has not met all of his payment and other obligations to SECEURTRONICS, the delivered goods shall remain the property of SECEURTRONICS.
2. Client or purchaser is not authorized to transfer the delivered goods to third parties in pledge or in property, or to give the goods to third parties for use, until client or purchaser has fulfilled all its payment and other obligations towards SECEURTRONICS. Until such time the client or purchaser shall have the goods on loan.
3. If client or purchaser fails to meet any of the obligations under this agreement or fails to do so on time or adequately, or if any other circumstance mentioned in article 7.1 occurs, SECEURTRONICS shall be entitled, without judicial intervention, to repossess the goods. In the event that SECEURTRONICS is unable to do so, Client or, as the case may be, Buyer, shall grant SECEURTRONICS irrevocable power of attorney to access the area(s) in which the goods are located, in default whereof Client or, as the case may be, Buyer shall forfeit a penalty of € 455 per day.
4. In the event that SECEURTRONICS has actually taken back the delivered goods, the agreement shall be dissolved in accordance with the provisions of Article 7.1.
5. Client or Purchaser shall be obliged to immediately notify SECEURTRONICS in writing if any third parties assert rights on the goods delivered by SECEURTRONICS, insofar as these are not (yet) the property of SECEURTRONICS, and if any of the circumstances referred to in article 7.1 occur. Should it later transpire that Client or Purchaser has not complied with this obligation, Client shall be liable to pay a penalty of 15% of the amount due to SECEURTRONICS, excluding VAT, with a minimum of € 230.
Article 7. Cancellation and termination of agreement
1. SECEURTRONICS reserves the right to terminate the agreement with client or purchaser without judicial intervention, if client or purchaser:
a. applies for a moratorium on payments or files for bankruptcy, is declared bankrupt or is placed under administration;
b. does not comply with any (payment) obligation under the agreement, or does not do so properly or on time
c. decides to liquidate and/or shut down his company;
d. loses the free disposal of his assets, or, if the customer or purchaser is a natural person, is placed under guardianship, or dies.
2. In the event of termination as aforesaid, all claims against Client and/or Buyer shall become immediately due and payable and SECEURTRONICS shall be entitled to demand full compensation for damages, loss of profit and/or interest.
3. The item "loss of profit" shall amount to at least 15% of the agreed price with a minimum of € 455 (excluding VAT) unless proven otherwise; the item "loss of interest" shall amount to the statutory interest.
Article 8. Guarantee
1. SECEURTRONICS guarantees (the components of) the product supplied against manufacturing and material defects for a period of 12 months after delivery and/or installation, provided that the product is used and operated in accordance with the manuals and technical specifications provided to the client or purchaser. Repairs and deliveries as a result of manufacturing and/or material defects on location will therefore be free of charge, with the exception of call-out charges.
2. All warranty obligations will lapse if the client or buyer
a. installs it himself or has it installed by third parties without making proper use of the installation instructions;
b. himself performs changes and/or repairs in and/or on the delivered goods or has them performed;
c. uses the delivered goods for purposes other than those for which they are normally intended;
d. has handled and/or maintained it in an improper manner.
Article 9. Liability
1. SECEURTRONICS shall not be liable for any damage incurred by client, purchaser or third parties as a result of the goods supplied by SECEURTRONICS, except for damage covered by SECEURTRONICS' insurance policies, up to the amount of the payment made by the insurance company. If the insurance company does not pay out, liability will be limited to the net amount of the invoice, excluding VAT.
2. Seceurtronics shall never be obliged to compensate any loss of profits (business interruption, loss of income, etc.) or consequential damages, whatever the cause, including delays in the delivery of materials and services.
3. Client shall indemnify SECEURTRONICS and its employees against any third party claims for damage resulting from the use of services and materials provided by SECEURTRONICS. 4.
4. Client or, as the case may be, Purchaser, shall indemnify SECEURTRONICS against any claims made by third parties who perform work on behalf of Client or, as the case may be, Purchaser for projects and/or services. SECEURTRONICS shall not be liable for any costs or damage incurred as a result of any act or omission on the part of client or purchaser or any third party involved in the project by client or purchaser.
5. If client or purchaser does not provide SECEURTRONICS with all the cooperation, data and information that SECEURTRONICS considers necessary or useful in order to perform the assigned work or deliveries, client or purchaser shall not be able to claim any compensation or any other rights in the event that SECEURTRONICS fails to perform the contract.
6. SECEURTRONICS shall not be liable for client's or purchaser's choice of materials and does not guarantee that the goods and materials supplied are suitable for the use that client or purchaser has explicitly informed SECEURTRONICS of its intentions beforehand and has not subsequently made any change(s) thereto.
7. Neither shall SECEURTRONICS be liable for any damage occurring directly or indirectly to goods which client or purchaser has sent to SECEURTRONICS for processing or installation.
8. Client shall ensure that all legally required safety devices and warnings are in place. 9.
9. The limitations of liability stated in this article shall not apply insofar as the damage is the result of intent or gross negligence on the part of SECEURTRONICS or its managing subordinates.
Article 10. Payment
1. All payments, unless otherwise agreed in writing, shall be made within 14 days of the invoice date, either in cash or into a bank account designated by SECEURTRONICS.
2. All payments shall be made without setoff. Client shall not be entitled to suspend payment for any reason whatsoever.
3. If SECEURTRONICS does not receive the invoice amount within the stated period, Client shall be in default immediately. In such case the client shall owe the statutory interest rate with a maximum of 1.5% per month for the period of time that the client is in default, whereby each part of a month shall count as a whole month.
4. If payment is not received within 14 days of the invoice date and SECEURTRONICS then takes legal action against client or purchaser to obtain payment, the latter shall be liable to pay SECEURTRONICS all or part of the judicial and extra-judicial costs of collection incurred by SECEURTRONICS, subject to a minimum of €115, without prejudice to any legal costs incurred by client or purchaser pursuant to a court order.
5. All payments made by or on behalf of client or purchaser shall first serve to settle any interest and costs due and subsequently those invoices which have been outstanding the longest, even if client or purchaser states that the payment relates to a later invoice.
6. If client or purchaser fails to pay any part of a delivery or phase of delivery, SECEURONICS shall be entitled to suspend the remaining orders or phases still to be performed for as long as client or purchaser fails to pay any due (partial) invoice, without prejudice to SECEURONICS' right, after notice of default has been given, to definitively terminate the order(s) and demand payment of all amounts due to SECEURONICS up to that time. In such case SECEURTRONICS shall also be entitled to damages in accordance with the provisions of Article 7.
Article 11. Force majeure
1. Force majeure shall also be understood to mean the situation in which SECEURTRONICS is prevented from performing its obligations by facts and circumstances beyond SECEURTRONICS' control, such as: frost, strikes, sit-ins, lockouts, fire, technical malfunctions in the company, traffic obstructions or transport problems, lack of raw materials, materials, default of its suppliers, for whatever reason, mobilization, state of siege, riots or uproar, import or export restrictions and other government measures or regulations and furthermore any circumstance over which SECEURTRONICS cannot reasonably exercise any influence, SECEURTRONICS is unable to execute the order in accordance with agreements made.
2. In the event of force majeure SECEURTRONICS shall be entitled either to suspend performance of the agreement without judicial intervention for as long as the force majeure situation continues or to terminate the agreement in accordance with Article 11.3, without SECEURTRONICS being liable to pay any compensation or penalty to client or purchaser.
3. In the event of a suspension of execution of an order for more than 3 months, however, client or purchaser shall be entitled to terminate the agreement, unless the specific circumstances of a case justify a shorter period. The client or buyer must demonstrate these specific circumstances.
4. In the event of termination as referred to above, SECEURTRONICS shall be entitled to demand payment for all goods and services supplied up to that time and SECEURTRONICS shall not be liable to pay client or purchaser any compensation or penalty.
Article 12. Complaints
1. Complaints shall only be considered if communicated to SECEURTRONICS in writing by registered letter within 8 days of receipt of the Products.
2. Claims made in any other manner or to intermediaries or subsequently received by SECEURTRONICS shall have no effect with regard to acceptance. If a complaint is made in time, the client shall give SECEURTRONICS the opportunity to check the complaint, failing which the complaint shall not be considered.
3. If SECEURTRONICS finds the complaint to be justified, SECEURTRONICS shall be given the necessary time to make the arrangements it deems necessary or to replace the rejected goods with other goods.
4. Complaints shall not be accepted if it appears that any alterations or repairs have been made to the goods by third parties, except when this has been done with the prior knowledge of SECEURTRONICS and in cases of emergency, when it is impossible for the Purchaser to contact SECEURTRONICS beforehand, but he has nevertheless informed SECEURTRONICS immediately of the emergency. Returned goods shall not be accepted unless previously agreed upon in writing.
5. Complaints with regard to invoices or partial invoices must be received by SECEURTRONICS by registered letter within five working days after the date of dispatch.
6. After the above-mentioned deadlines have passed, the client will be deemed to have approved the goods delivered or the invoice, as the case may be. In such case, SECEURTRONICS shall not accept any complaints.
7. Complaints shall not relieve Client of its obligation to pay in time in accordance with Article 10. No compensation shall be given.
8. If client or purchaser fails to meet its obligations (of payment), SECEURTRONICS shall not be required to accept the complaint and shall not be entitled to substitute delivery or compensation.
9. Return of goods can only take place with our prior approval and under the conditions to be determined by us.
Article 13. Applicable Law
All agreements entered into with SECEURTRONICS shall be governed by the laws of the Netherlands.
Article 14. Disputes
All disputes arising from any transaction governed by these General Terms and Conditions shall be settled exclusively by the court having jurisdiction in SECEURTRONICS' domicile, unless SECEURTRONICS is entitled to bring the dispute before the court having jurisdiction in the domicile of client or purchaser.
PART II
Part II of the General Conditions shall apply in addition to Part I if SECEURTRONICS also provides the design and/or installation.
Article 15. Offers
Subject to the provisions of Article 3, the following provisions shall apply:
1. Offers and orders shall be made or accepted on the basis of data, marks, quantities and drawings supplied in writing to SECEURTRONICS.
2. Delivery and/or execution shall be made on the basis of the drawings referred to in paragraph 1, taking into account any alterations made by Client or Purchaser and accepted in writing by SECEURTRONICS.
3. SECEURTRONICS shall not accept any liability for the accuracy of the data, marks, quantities and drawings referred to in paragraph 1 supplied on behalf of client or purchaser. Nor shall SECEURTRONICS accept any liability for the correctness of the data, calculations, marks, quantities and drawings supplied by it.
4. Copyrights to the designs, drawings, calculations and the like submitted by SECEURTRONICS are expressly reserved.
Article 16. Payment
1. Without prejudice to the provisions of Article 10, in the event of delivery with assembly and/or design, payment shall be made as follows:
a. 40% of the total sum due at the time of order;
b. 40% of the total sum due at the commencement of the order;
c. 20% of the total sum due upon completion.
or a payment schedule agreed in writing between the client and the buyer.
2. If delivery is delayed at the client's request, or because the client fails to meet his obligations (on time) or fails to enable SECEURTRONICS to complete the construction work (on time), SECEURTRONICS shall be entitled to demand payment of the outstanding instalments at the times when such instalments would have become due and payable under normal circumstances.
Article 17. Additional work
Additional work shall be done only on the basis of a written agreement. SECEURTRONICS shall determine the price of additional work on the basis of the rates generally used in its calculations.
Article 18. Delivery
Without prejudice to the provisions of Article 5, the following provisions shall apply to assembly:
1. 1. Client or, as the case may be, Buyer, bears the risk for the parts to be installed as of the moment of delivery.
Should it not be possible, for reasons beyond SECEURTRONICS' responsibility, to deliver any component without which SECEURTRONICS is of the opinion that the work would be functional, at the same time as the rest of the work is completed, this shall not delay final acceptance. In such a case, however, the payment due on final acceptance shall be reduced by the amount of the defective part.
2. The delivery time is determined on the condition that the circumstances under which SECEURTRONICS can perform the work remain the same as at the time the agreement was entered into and that the necessary materials and/or parts are supplied to SECEURTRONICS in time. If a delay occurs as a result of any change in the said conditions or if the necessary materials and/or components, although ordered in good time, are not supplied to SECEURTRONICS in good time, the time for delivery shall be extended by the duration of such delay.
3. In the event that, due to force majeure situations as mentioned in Article 11, the materials and/or assemblies cannot be delivered on the agreed date(s), SECEURTRONICS shall notify Client or, as the case may be, the Buyer. In such case SECEURTRONICS shall store the materials at its own risk and expense and the materials shall be available for delivery on demand.
4. In the case of installation instructions, SECEURONICS shall not be obliged to commence its work until construction has reached a sufficiently advanced stage and the necessary preliminary work has been completed, such at the discretion of SECEURONICS. Furthermore, the client or purchaser shall be obliged to pay the amounts due on time.
5. If, as a result of circumstances for which SECEURONICS is responsible, installation cannot proceed without interruption, SECEURONICS shall be entitled to recover the costs incurred from client or purchaser.
6. Delayed delivery shall not entitle client or purchaser to refuse acceptance or execution.
Article 19. Material approval
If client or purchaser wishes to inspect the material, the inspection shall take place at the place where the material is manufactured and is ready for dispatch.
Article 20. Obligations of the principal or the purchaser during assembly or contracting
1. Sufficient and sound storage space protected against damage will be made available by the principal or the purchaser free of charge.
2. The client or, as the case may be, the purchaser shall provide suitable accommodation for personnel free of charge.
3. The client or the buyer shall ensure that there are sufficient and reliable access roads and exit roads from the public highway to the place where the work is to be performed before the work commences.
4. A proper work floor which is navigable for hoisting equipment will be present.
5. The client or buyer will provide a connection for the use of electric current or power current free of charge.
6. The client or the purchaser shall ensure that any work not specified in the order given to SECEURTRONICS is carried out properly and in good time so as not to delay the installation or construction.
7. 7. Client shall ensure that lighting is provided in such a way that assembly work can be carried out in artificial light.
8. SECEURTRONICS may charge Client for all costs resulting from any failure on the part of Client to comply with the aforementioned obligations, either on time or properly.
9. As soon as the agreement is concluded, SECEURTRONICS shall be entitled to erect advertising signs bearing SECEURTRONICS' trade name on the site and to keep them erected during the performance of the work, without any charge to SECEURTRONICS.
Article 21. Construction drawings and calculations, models, samples etc.
1. All information, models, drawings etc. supplied by SECEURTRONICS shall remain the property of SECEURTRONICS and may not be used, copied or reproduced in any manner whatsoever or brought to the notice of any third party.
2. All documents, samples, test installations etc. supplied by SECEURTRONICS shall be returned to SECEURTRONICS at its first request.
