Vilkår og betingelser TERMS AND CONDITIONS


1.1 Unless otherwise expressly stipulated, the legal relationship between (hereinafter referred to as the "Seller") and the Buyer are subject exclusively to the Terms and Conditions of Sale here present and the Special Terms and Conditions of Sale (hereinafter collectively referred to as "the Agreement").
1.2 In the case of contradiction between these present Terms and Conditions of Sale and the Special Terms and Conditions of Sale, the Special Terms and Conditions of Sale shall have priority.
1.3 There can be no tacit departure from the Agreement, in any way whatsoever (e.g. by simple conduct). Failure or delay by the Seller in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement, at present or in the future.
1.4 The Seller retains the right to modify the terms of the Agreement at any time. In the absence of a reaction from the Buyer within 15 calendar days following the announcement of these modifications to the Buyer by email or fax, the Buyer shall be assumed to have accepted the modifications.


2.1 Offers are free of charge and valid for thirty calendar days. They are valid in their entirety and are indivisible. A quotation represents a mere proposal by the Seller and does not bind the Seller, not even following acceptance by the buyer. Only written acceptance by the Seller creates an Agreement. The Seller assumes that the information, drawings and other data submitted by the Buyer are correct and may use these as the basis of his quotation. Where the Buyer himself passes on Article references received from the Seller, then the Seller shall assume that these correspond with the Article effectively required.
2.2 Even though all illustrations, measurements, capacities, weights and other details regarding machines and parts, price lists, offers included in the Seller's catalogue or the Seller's website or demo models are compiled with the greatest possible care, they only constitute an approximation and are valid only under the heading given free of obligation.


3.1 The subject of the Agreement is explicitly described in the Special Terms and Conditions of Sale and covers the part(s), equipment, tool(s), apparatus, installation(s), and/or machine(s). The subject is referred to hereinafter as the "Sold Articles".
3.2 The Buyer is entirely responsible for the choice of the Sold Articles. The Sold Articles are standard Articles which are not specifically created for the Buyer's needs, or Articles which the Seller, at the Buyer's request, adapted to meet the needs described by the Buyer. The Seller is freed from any responsibility should it become apparent that the Sold Articles do not meet the specific needs of the Buyer, when the Sold Articles do meet the needs described by the Buyer.


The price for the Sold Articles is determined in the Special Terms and Conditions of Sale (hereinafter referred to as the "Purchase Price"). The Purchase Price is exclusive of VAT, taxes and levies, import or export duties, and neither does it include charges for delivery or collection of the Sold Articles nor the costs of any possible assembly, installation and start-up or, as the case may be, putting them into service (hereinafter referred to as the "Costs"). The Costs are at the Buyer's expense and shall be separately invoiced.


5.1 The Buyer agrees to pay the Purchase price and any related costs before any shipment of goods unless there exists any special agreement in writing.
5.2 The Purchase Price and the Costs are only effectively paid from the moment they have actually been received by the Seller.
5.3 In the case of complete or partial non-payment of the debt on the due date laid down in Article 5.1, the Buyer is liable, without prior notice, to pay a default interest of 10% per annum on the total amount outstanding from the day following the due date until complete payment. Further, in the aforementioned case, the Buyer shall immediately and without prior notice pay an lump amount of compensation of 15% of the balance due, for a minimum of 125 EUR, even where a respite term is granted, and this is a higher amount of compensation.
5.4 In the case of any default, bankruptcy, postponement, dissolution, settlement, publication of disputed bills of exchange, court summons as a result of overdue payment, opening of a record with a service to track down companies in difficulty, or apparent insolvency of the Buyer, or in the case of sale, transfer, giving as collateral, or as a contribution or transfer in a company or partnership in its business fund, trade sector or equipment by the Buyer, and also when a Buyer does not accept his bill of exchange on time, then all outstanding amounts, including those for which the Buyer is liable towards companies linked to the Seller, are immediately due, without the requirement of serving notice. In the aforementioned case, the Buyer also has the right, immediately and without a period of notice, to end the Agreement by sending a registered letter, in which case the Seller cannot be approached for any kind of compensation and subject to the Seller's right to compensation.
5.5 Should the Buyer request at the time of placing the order for invoicing to be passed to a third party, the Buyer, in spite of invoicing to a third party, remains principally and indivisibly held to the fulfillment of all commitments.


6.1 The Sold Articles are at the risk of the Buyer from the time of delivery.
6.2 The ownership of the Sold Articles is only transferred at the moment of complete payment of the Purchase Price and Costs. Consequently, the transfer of ownership becomes deferred until full payment of the Purchase Price and the Costs.
6.3 Until the ownership of the goods has passed to the Buyer, the Buyer undertakes to:
6.3.1 retain the Sold Articles in their original state and not to make the Sold Articles immovable by destination, nor to mix the Sold Articles with another commodity
6.3.2 maintain the Sold Articles in satisfactory condition and do everything possible to protect the Sold Articles against any form of partial or complete det erioration including - this enumeration being in no way restrictive - arising from fire, water damage, risk of explosion, theft, etc. and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. until complete payment of the Purchase Price and Costs.
6.4 The Buyer ack nowledges that the Seller remains the exclusive owner of all the intellectual property rights related to the Sold Articles and the name and logo under which they are sold by the Seller and undertakes to make no claim on them, whatsoever.


7.1 Delivery occurs EXW (Incoterms 2000), unless otherwise agreed upon in writing between the Seller and the Buyer in the Special Terms and Conditions of Sale. Where, contrary to the forementioned, it is agreed upon in writing that the Sold Articles shall be delivered to the Buyer or to an address specified by the Buyer, then this delivery may occur in the absence of the Buyer. In that case, the consignment note is valid as proof of delivery.
7.2 In the event of damage to the packaging and/or an insufficient number of packages, the Buyer needs to mention this on the consignment note at the moment the goods are delivered, where it is available. He shall inform the Seller in writing, by email or fax sent within twelve hours following delivery of the goods.
7.3 Delivery periods are merely indicative. Late delivery or material impossibility to execute th e Agreement cannot be a reason for compensation at the Seller's expense, or refusal by the Buyer to take delivery of the Sold Articles.
7.4 A possible expressly agreed delivery period only starts from the time when the Seller is in possession of all information and documents required to implement delivery.
7.5 Where the Seller has committed himself expressly and in writing to compensation in the case of late delivery in the Special Terms and Conditions of Sale, this compensation is only due where the Buyer advises the Seller by registered letter, or any other means which is legally valid, to be in default because of exceeding the delivery period, enclosing proof of the damage suffered. The Seller shall, nevertheless, not be bound to compensation where late delivery is the result of circumstances beyond his control, or is the fault of the Buyer. In the last case the Buyer is committed to paying compensation for the damage suffered and expense incurred. Under the heading of circumstances beyond one's control is included, without this summary being limiting: order from the authorities, mobilization, war, epidemic, lock-out, strike, demonstration, defects, fire, flood, explosion, lack of raw materials or labor forces, changed economic ircumstances, vandalism, exceptional weather conditions and all circumstances which areoutside the Seller's control and disturb the normal course of business, without the Seller being required to demonstrate the unexpectedness of these circumstances. In any case, the potential compensation as a result of late delivery is limited to 0.5% of the Purchase Price for each complete week following the 21st working day after the deli8very dat, with a maximum amount equal to 5% of the Purchase Price.
7.6 The buyer cannot invoke late delivery by the Seller to the annul the Agreement.
7.7 When partial delivery has already taken place and the Buyer refuses to accept further delivery, or when the Buyer makes further delivery, or when the Buyer makes further delivery impossible, the invoiced amount of the mand the Buyer is liable to pay compensations, laid down as a minimum of 35% of the Purchase Price of the unexecuted part of the Agreement, which does not diminish the Seller's right to prove greater damage.


8.1 In the event of non-payment, the Seller has a right of retention of all items and documents which were handed to him by the Buyer until complete payment of the invoked amount, plus interests and expenses.


9.1 Second-hand Sold Articles are received by the Buyer in their state at the time. The receipt of the second-hand Sold Articles by the Buyer at the moment of delivery, laid donwn in Article 7.1, implies acceptance of the Sold Articles.
9.2 Should the Buyer be of the opinion that the new Sold Articles are not conform to the order or have been visibly damaged, the Buyer shall submit a written complaint to the Seller within 48 hours of delivery of the Sold Articles. Should the Seller not have reeived a written complaint from the buyers, the Buyer is presumed to have accepted the Sold articles.
9.3 Hidden defects must be communicated to the Seller by the Buyer within a period of 8 working days after they have been noticed by the Buyer or normally should have been noticed, by registered letter to the Seller, and in any case within a period of 3 months following the date the Sold Articles were delivered.
9.4 As far as Sold Articles which have been made to size and reconditioned goods are concerned, the Seller shall furthermore only be responsible for hiddendefectss which affect the essential components of the sold Articles to such an extent and that the Buyer would never have signed the Agreements had he known about these hidden defects.
9.5 the seller does not need to indemnify the Buyer where:
9.5.1. the Buyer has carried out the repairs or alterations to the Sold Articles or has attempted to do this; or
9.5.2. the defects are the result of incorrect or abnormal use, fir instance, the use of the sold Articles for purposes other than those for which they might reasonably be suited, overloading, inexpert use ina manner which does not match the instructions for correct use, assembly, maintenance, installation or use that is not conform to the technical or safety norms valid for the location where the sold Articles are used; or
9.5.3. the defects which are not punctually, i.e. within the periods mentioned above, reported in writing to the Seller using the "return application form".
9.6 Hidden defects are determined in a contradictory manner. Where Sold Articles present a hidden defect, it is explicitly agreed upon that the Seller, according to his expert insight an according to his choice, may either repair the Sold Articles or may replace the sold Articles, or permit a price reduction, or that the Agreement should e terminated with repayment of the Purchase Price and return of the Sold Articles. The Buyer does not have the right to ask for additional compensation. Replaced parts are automatically and without any compensation the prperty of the Seller. All costs for transport, custom, assembly, disassembly and travel expenses remain at the Buyer's expense.


10.1 When the buyer has a copalint about the Sold Articles for a reason mentioned in Article 7.2 or Article 9, he shall advise the Seller in writing, presenting a reasoned argument, within the period laid down in these Articles, using the "return application form". The Seller shall examine the complaint and reply with an appropriate proposal.
10.2 Sold articles are not taken back, unless after the written agreement by the Seller in reply to a reasoned written request by the Buyer using the "return application form". Without prejudice to what is laid down in Article 7.2 and Article 9, the sold Articles which are no long in the original packaging, or where the designed packaging was already opened, or Sold Articles which were ordered specially for the Buyer or designed or reconditioned or have a sales value of less than 5EUR each shall under no circumstances be taken back.
10.3 When the Seller replies to the Buyer's request to take the Sold Articles back, this shall only occur with a take-back charge of at least 15% of the Purchasde price, increased by the transport costs.


11.1 The following provisions set out the entire liability of the Seller (including any liability for the acts or omission of its employees, agents, and sub-condtractors) to the Buyer in respect of any breach of the Agreement and any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Agreement.
11.2 Without prejudice to the damage resulting directly from the explicit commitment undertaken by the Seller by virtue of this Agreement, the Seller's liability is limited to the liability which is mandatory in accordance with the applicable law.
11.3 Should the Seller be liable in accordance with Article 11.2, the Seller can never be held liable to the buyer for any pure economic loss, loss or profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
11.4 Should the Seller be liable according to Article 11.2 arisign in connection with the contemplated performance of the Agreement, the maximum amount of his liability is in any case explicitly limited to the amount of the Purchase price.
11.5 The Buyer, who is approached by third parties as a result of damage caused by a defect in the Sold Articles which were delivered by the Buyer to third parties in any form, is in no instance entitled to male a claim for redress against the Seller.


12.1 In the case of non-payment or incomplete payment of the invoice on the due date laid down in Article 5.1, the Seller has the right to suspend each new or running Agreement with the Buyer.
12.2 Without prejudice to Article 11.2 of the present Terms and Conditions of Sale, the Seller has the right to suspend fulfillment of his commitments where, after entering into Agreement, it becomes clear that the Buyer shall not fulfill a significant proportion of his commitments as the result of a serious shortfall in his capital in order this behavior related to the fulfillment of the commitments undertaken by him as a result of the Agreement, or in the planning of his fulfillment. If the Seller suspends the Agreement, he must advise the Buyer immediately of the suspension.
12.3 Where it is clear to the Seller before the date of implementation that the buyer will make himself quilty of a serious shortcoimng, the Seller has the right to declare the Agreement dissolved.


13.1 In the event one or more provisionsof the Agreement is declared void, this shall in no way affect the validity of the other provisions. The parties undertake to do their utmost to replace such voided provision by a valid provision which has the same or largely the sme economic effect as the voided provision, by common Agreement.
13.2 The Agreement excludes any application of the Buyer's general or special terms and conditions. Buyer consequently recognizes that that it’s general or special conditions do not apply to the Agreement.
13.3 The Agreement supersedes all written or oral arrangements, contracts, proposals and commitments erlated to the object described in the Special Terms and Conditions of Sale, preceding the date of this Agreement.
13.4 For the application of the present Agreemen, working days are considered as: Monday to Friday inclusive, except where this day is an official public holiday.


When the Seller allows the Buyer credit, the Agreement is always subject to the suspensive condition of consent of the credit institution within sixty calendar days after the conclusion of the Agreement. The Seller respectively the Buyer shall inform the Buyer, respectively the Seller, of the credit institution's decision within fifteen calendr days after the date of such decision. Without prejudice to the provision of the Special Terms and Conditions of Sale and notwithstanding Article1.2 of the present Terms and Conditions of Saleafter credit institution's consent. Should the credit institution refuse to grant its consent, the Agreement shall be considered as null and void and non-existent. In such event, the Buyer shall not claim any compensation.


With respect to what is not explicitly provided for the Term and Conditions and Special Terms and Condiitons of Sale, the parties refer to law of the Netherlands, which governs this Agreement. The application of the Vienna Convention on International Sale of Goods is explicitly excluded.


All disputes concerning the interpretation and enforcement of the General and Special Terms and the Conditions shall be submitted to the exclusive jurisdiction of the courts nearest to the company seat of the Seller. (part of PARTENZO SHOP)

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