1.1 Client: Any natural or legal person for whom the Offer made by the Contractor is intended, to whom the Contractor has supplied and/or with whom the Contractor has entered into an Agreement.
1.2 Contractor: the natural or legal person who carries out work on behalf of the Client.
1.3 Parties: Client and Contractor.
1.4 Offer: Every Offer made by the Contractor to the Client.
1.5 Agreement: the Agreement between the Client and the Contractor, including any change(s) that came about after the conclusion of the Agreement, and the contract extras and variations resulting in less work agreed upon.
1.6 Work: The item of a material nature or parts thereof that are to be realised by the Contractor for the Client in compliance with the Agreement, such as for example a piece of equipment, machine, semifinished product, structure, installation or some other item.
1.7 Written or In Writing: correspondence by registered letter, bailiff’s notification, regular post or fax. This also includes correspondence by electronic medium (for instance by e-mail or web form) to the extent that none of the Parties has demonstrably objected to the use of the respective electronic medium.
1.8 Shortcoming: There is a Shortcoming if, based on the Agreement, the item/service supplied by the Contractor to the Client is not complete and/or does not comply with the specifications and/or does not possess the feature(s) that the Contractor explicitly confirmed with the Client prior to or upon concluding the Agreement.
1.9 Normal use: The use of Industrial Electronics recommended by the manufacturer of Industrial Electronics. If this is not described by the manufacturer, normal use is considered to be the use of Industrial Electronics in accordance with Good Industry Practice or how a user, acting reasonably, would use the Industrial Electronics.
MV Technics B.V.
De Tsjoele 11
8401BE Gorredijk
CoC number: 88716368
VAT number: NL864745175B01
3.1 These terms and conditions apply to every Offer, to every delivery on the part of the Contractor, to every Agreement between the Contractor and the Client and to every other legal relationship between the Client and the Contractor. Any deviations to these terms and conditions will only be considered to be in force insofar as these have been explicitly confirmed In Writing to the Client by the Contractor.
3.2 Terms and conditions used by the Client only apply if they are expressly recognized in writing by Contractor.
3.3 If any provision or any part of any provision of these Terms and Conditions should for any reason become invalid, as a whole or in part, this shall not affect the validity of the remaining provisions of these Terms and Conditions, or of the remaining portion of the relevant provision.
3.4 Situations not regulated in these terms and conditions must be assessed ‘in the spirit’ of these terms and conditions.
3.5 Uncertainties about the explanation or content of one or more provisions of our terms and conditions must be explained ‘in the spirit’ of these terms and conditions.
4.1 All Offers are free of obligation unless the Offer specifies a term of acceptance. Any Offer that is made free of obligation may be withdrawn Without Delay after having been accepted. No Agreement will be concluded in that case conditions will only be considered to be in force insofar as these have been explicitly confirmed In Writing to the Client by the Contractor
4.2 If an Offer has a limited period of validity or is subject to conditions, this will be explicitly stated in the Offer.
4.3 All images, specifications and data in the Offer are indicative and cannot give rise to compensation or dissolution of the Agreement.
4.4 Subject to the provisions of paragraph 4.6, the Agreement is concluded at the time of acceptance of the Written Offer and the fulfilment of the corresponding conditions.
4.5 For activities for which, by their nature and size, no quotation or order confirmation is made, the invoice also counts as an order confirmation, which is also deemed to represent the Agreement correctly and completely.
4.6 the Contractor can – within legal frameworks – inform himself whether the Client can meet his payment obligations, as well as all those facts and factors that are important for a responsible conclusion of the Agreement. at a distance. If, on the basis of this investigation, the Contractor has good reasons not to enter into the Agreement, he is entitled to refuse an order or request with reasons, or to attach special conditions to the implementation.
4.7 If the Client has accepted the Offer, the contactor will immediately confirm receipt of the acceptance of the. This Agreement cannot be dissolved.
4.8 Any amendments to the Agreement can only be agreed upon In Writing. In the event that the Parties have reached Agreement on a certain amendment to the Agreement, then the Contractor will confirm the amendment with the Client In Writing. It will in any case be evident from this confirmation what will be the intrinsic, financial and time-related consequences of the amendment.
4.9 Client and contactor can agree exclusively jointly to terminate the Agreement prematurely as well as the conditions under which the respective termination is to take place.
5.1 Contractor endeavours to carry out the Agreement with reasonable skill and care and within the time limit or limits referred to in the Agreement. Contractor ability to provide Repair work is subject to the availability of Replacement parts and capacity. If (timely) execution should prove not to be possible, Contractor will inform Client as soon as possible. Time shall not be of the essence of the Agreement and Contractor will not be in default by the mere expiry of the time limit or limits referred to in the Agreement.
5.2 Should performance of the Agreement prove to be impossible, Contractor shall be entitled to terminate the Agreement without liability to Client. In any such case, Client shall not owe Contractor any fee, and costs incurred by Contractor shall be borne by Contractor, with the exception of emergency call-out charges.
5.3 If one of the Parties is in default, the other Party will be authorised to dissolve the Agreement in whole or in part.
5.4 The Contractor shall not be liable for compensation to the Client in the event of dissolution by the Client.
5.5 If Client has already received deliveries or services at the time of the termination of the Agreement, the performance and the related payment obligation shall not be affected. In addition, Client shall be obliged to accept parts and/or materials already ordered by Contractor.
6.1 If the Agreement requires the Contractor to carry out work on location, the Client will ensure all facilities, including the legal requirements regarding a safe and healthy working environment. The Client bears the risk and liability for incorrect compliance.
6.2 The Client bears the risk and is liable for damage due to theft or loss of property of the Contractor and third Parties, such as tools, materials intended for the work, or equipment used for the work, which are located at or near the location where the work is carried out or another agreed location.
7.1 Unless the Offer specifies otherwise, all of the prices are in Euros and exclusive of VAT, exclusive of import duties and other levies, taxes or excise duties, exclusive of the packaging costs, exclusive of the costs of insurance and exclusive of the removal charge(s).
7.2 Contractor is entitled to adjust the prices for products or services that have not yet been delivered and/or not paid for, to any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
7.3 Contractor has the right to alter all prices quoted for products or services at any time. Obvious errors, manipulations or mistakes (like obvious inaccuracies) may also be amended by Contractor after the conclusion of the Agreement.
8.1 The Client shall pay the invoices in accordance with the conditions stated on the invoice. If no specific conditions are stated on the invoice, the Client shall pay within fourteen (14) days of the invoice date. The Client shall not be entitled to offset or suspend payment. The date indicated on the Contractor’s bank statements on which a payment is received shall be considered the date on which the payment was made.
8.2 Client is obliged to report inaccuracies in provided or listed payment data to Contractor without delay.
8.3 If the Client fails to make payment to the Contractor on time, the Client shall be liable for the statutory rate of interest on commercial transactions with respect to the outstanding amount calculated cumulatively per month without this requiring any demand or notice of default. The Client shall be in default as of right if it still fails to fulfil its payment obligations within a reasonable period following a reminder, a demand or notice of default. As well as statutory costs, the Client shall from this point be liable for the legal and extra-legal fees actually incurred by the Contractor including those fees charged by the Parties and/or legal experts.
8.4 Without the permission of the Contractor, the Client is not permitted to withhold, set off and/or offset its payment obligation(s) towards the Contractor with a claim of the Client against the Contractor, on whatever grounds.
8.5 If the Client owes any amount to the Contractor, regardless of whether this relates to a previous Agreement, the Contractor has the right to refuse delivery of (all or part of the) goods and documents in its possession to anyone and to until the Client has paid all claims, whether due or not.
9.1 The point of delivery in the case of delivery within the Netherlands shall be the point at which the goods to be delivered are offloaded at the agreed location. The point of delivery shall, in the case of delivery outside the Netherlands be the point at which the Contractor has fulfilled all obligations under the Incoterm Ex Works (Incoterms® 2020).
9.2 From delivery as referred to in the previous paragraph, the products are at the expense and risk of the Client, even if the Contractor provides the transport, unless expressly agreed otherwise. The Contractor is entitled to charge the Client for all or part of the shipping costs. Shipping costs for urgent deliveries are entirely borne by the Client.
9.3 The Client shall report any shortages, shortcomings and damage In Writing directly to the Contractor within 24 hours of the delivery failing which the Client shall be considered as having received the goods in good order, complete and free of damage or shortcomings.
9.4 The Contractor shall be entitled to deliver the goods in parts and to invoice these separately.
10.1 The Contractor guarantees the soundness of the products supplied and services performed by it for 12 months under normal use.
10.2 The 12-month warranty period starts from the date stated on the invoice.
10.3 The Client is obliged to check the delivered products or services immediately after delivery. If applicable, complaints regarding externally observable defects must be made in writing within 2 working days after delivery of the products or completion of the services. If the period is exceeded, any claim regarding those defects will lapse. Immaterial deviations in design, such as small colour differences, or small material defects such as scratches, cannot constitute grounds for non-conformity
10.4 Complaints concerning defects that are not externally observable, must be made to Contractor in writing before expiry of the warranty period.
10.5 The Client shall send any goods under warranty for a warranty assessment to the Contractor at its own expense. The Client shall bear all costs arising due to this such as but not limited to, costs associated with fitting and extending, installation, calibration, verification, starting up, loss of production, waiting time, downtime, packaging, insurance and transport.
10.6 The Contractor’s warranty obligation includes the repair of the defects or the replacement of defective parts or Products; repeating services; or the total or partial cancellation of the Agreement and pro rata crediting. The action to be taken shall be at the Contractors sole and discretion.
10.7 If the Contractor believes that the goods sent to it under warranty following inspection do not show any shortcomings or if the Client has no rights under the warranty, the Client shall be obliged to reimburse the Contractor for all costs of inspection, storage and dispatch.
10.8 Without prejudice to the other provisions of this article, the Client shall in no case be entitled under the warranty:
10.9 All claims under the warranty shall lapse immediately at the point at which, without the Contractor’s confirmation In Writing:
10.10 Asfar as the Contractor shall be obliged during the warranty period to compensate for damage or costs incurred by the Client due to a shortcoming, the Contractor’s fulfilling the warranty obligation shall be considered the only and full compensation.
11.1 all goods supplied by or on behalf of the Contractor shall remain the Contractor’s property up to the point at which the Client has fulfilled all due obligations towards the Contractor.
11.2 The Client shall be obliged – as long as under article 16.1, the goods supplied by or on behalf of the Contractor are still the Contractor’s property – such goods shall be kept separately from other goods in such a way as to be easily and clearly identifiable as the Contractor’s property.
11.3 In case of non-payment of any amount owed and due by the Client to the Contractor and in the event that this Agreement ends other than by way of completion, the Contractor shall be entitled to demand the return, as its property of the goods to which the reservation of ownership relates and to take (or arrange for the taking of) measures, subject to the offsetting of any monies already paid for these goods without prejudice to the Contractor’s rights to claim compensation for any loss or damages. In case of such non-payment or termination of this Agreement, any demand by the Contractor against the Client shall be immediately due in full.
12.1 If one of the Parties fails to fulfill one or more of the obligations justified under the Agreement, the other party will declare it in default, unless compliance with the relevant cause(s) is permanently impossible, in which case the negligent party is immediately in default. The notice of default will be given in writing, whereby the negligent party will be given a limited period to fulfill its obligations. This period has the character of a fatal period.
12.2 The Contractor’s liability towards the Client for direct damage in case of failure to perform or to perform improperly is limited to the net invoice value of the goods or services in question.
12.3 The meaning of ‘direct damage’ is restricted to:
12.4 The Contractor is not liable for indirect damage, including consequential damage, lost profits, lost savings, immaterial damage, business or environmental damage or pure financial damage.
12.5 The Contractor is never liable to the Client for the loss or damage of information stored on data carriers or information that is part of software, contained in or part of the electronics Offered for repair by the Client.
12.6 Without prejudice to the limitation and exclusion of liability as mentioned above, the Contractor’s liability is in all cases, regardless of the basis for liability, limited to the amount for which there appears to be actual coverage under its liability insurance. The scope of this obligation is never greater than the amount paid out under this insurance in the relevant case.
12.7 Pursuant to this article, Contractor shall be free to decide whether it will Offer the Client replacement compensation or whether it will proceed with replacement or repair.
12.8 Without prejudice to the above, the Contractor is not liable if the damage is due to intent and/or gross negligence and/or culpable actions or improper use of the delivered goods by the Client.
13.1 All (information contained in) quotations, designs, equipment, models, tools, pictures, software, drawings etc. and the related rights of industrial and intellectual property or the equivalent rights are and remain the property of Contractor, even though Client will be charged for the manufacture thereof. Client will ensure that such items will not, in whole or in part, be copied, passed on to third Parties or made available for inspection, or that the contents of such items will not be disclosed to third Parties, unless prior Written permission has been granted by Contractor.
13.2 Client shall only obtain the usage rights associated with these Terms and Conditions and expressly granted by the law. The licence granted to Client is non-exclusive, non-transferable and not sub-licensable.
13.3 Contractor in no way guarantees that the Products or services delivered to Client will not infringe any intellectual and/or industrial property right of third Parties.
14.1 Neither of the Parties shall be obliged to fulfil any obligations, including any warranty obligations agreed between the Parties if it is prevented from doing so as a result of force majeure
14.2 Force majeure shall be deemed to include: (i) force majeure on the part of the Contractor’s Suppliers, (ii) failure to properly fulfil obligations by Suppliers that the Client requires the Contractor to use, (iii) deficiency of items, equipment, software or materials from third Parties that the Client requires the Contractor to use, (iv) governmental actions, (v) electricity failure, (vi) failure of the Internet, service providers, computer network or telecommunication facilities, (vii) war, (viii) occupation, (ix) strike, (x) general transport problems and (xi) the unavailability of one or more members of staff whose personal efforts are essential in carrying out this Agreement, (xii) terrorist attacks or occupation, (xiii), epidemics and pandemics, (xiv) financial crisis, (xv) the non-functioning of the payment network of the banks concerned.
15.1 Any right of action against Contractor and third Parties involved by Contractor in the implementation of the Agreement, and based on facts that would justify the assertion that the delivered Products or service did not comply with the Agreement, shall in any case expire after one year after the defect was established.
16.1 Dutch law shall apply to all Offers from the Contractor, any Agreement entered into by or on behalf of the Contractor and any other legal relations between the Parties. The United Nations Convention on Contracts for the International Sale of Goods(Vienna Sales Convention 1980) shall not apply.
16.2 Disputes arising from a contract concluded between the Contractor and the Client shall be adjudicated by the competent court of the district in which the Contractor is located as the court in the first instance with the proviso that if a particular court is mandatorily appointed as competent court then the dispute shall be decided in the first instance by the court so appointed without prejudice to the Contractor’s right to seizure or to take other provisional measures at the place(s) and before the legal bodies that the Contractor wishes.