General terms and conditions of sale, delivery and payment of NEM New Energy Move registered with the Chamber of Commerce in Eindhoven under file number Chamber of Commerce 17236220
Filed with the Chamber of Commerce in Eindhoven
A. General
Article 1 – Applicability
1.1 The terms and conditions apply to all offers from NEM New Energy Move (hereinafter “NEM”), to all agreements with NEM as well as the implementation thereof, with regard to by NEM services to be provided or goods to be sold and delivered.
1.2 The applicability of the other party's terms and conditions NEM (hereinafter “the Client”) is expressly excluded. Deviating stipulations and any general terms and conditions of the Client only apply if and insofar as they are expressly stated for each individual case separately NEM accepted in writing.
Article 2 – Offers, assignments and agreements
2.1 All offers from NEM are without obligation. An agreement is concluded if NEM has confirmed the assignment in writing, or has started the execution. NEM moreover, is only bound as it has accepted.
2.2 Any or alleged inaccuracies in the order confirmation by NEM must be submitted in writing within 5 days of the date of confirmation by the Client, under penalty of forfeiture NEM be notified.
2.3 Binding oral promises by and/or agreements with its staff NEM only after and insofar as it has confirmed this in writing.
Article 3 – Conformity
3.1 Images, descriptions, designs, catalogues, advertising material and offers are binding
NEM not. Complete all assignments NEM of numbers, measures, weights or other indications
are done with as much care as possible. NEM however, cannot guarantee that no
deviations will occur. The Client must pass on the agreement with NEM
specified or with NEM to check the agreed numbers, measurements, weights or other indications as much as possible upon receipt of the goods.
Article 4 – Prices
4.1 Through NEM specified or with NEM agreed prices are net, therefore excluding VAT, packaging costs, transport costs and transport insurance and, unless stated otherwise, excluding import and export duties, excise duties and other taxes or levies.
4.2 If NEM provides additional services without a price having been expressly agreed in writing, it is entitled to charge the Client for this NEM applicable rates.
4.3 If, after the offer or the conclusion of an agreement, cost-determining factors, including taxes, excise duties, import duties, exchange rates, wages, the prices of goods and/or services (whether or not by NEM involved from third parties) change NEM entitled to adjust the prices accordingly.
4.4 If part of the agreed goods has already been delivered, the provisions of article 4.3
fully applicable with regard to the by NEM items yet to be delivered.
Article 5 – Packaging and shipping
5.1 NEM determines the method of shipment and packaging, unless the Client NEM instructs otherwise in writing in good time.
5.2 Packaging is by NEM not taken back, unless the parties agree otherwise in writing
to agree.
Article 6 – Delivery time
6.1 By NEM delivery time stated in its quotation or agreed between the parties
delivery time, is always approximate, unless NEM expressly states in writing that there is a strict deadline or the parties expressly agree on this strict deadline in writing.
6.2 Exceeding the delivery time is mandatory NEM not to any compensation and gives the
The Client is not entitled to dissolve the agreement and/or otherwise suspend its obligations arising from the agreement.
6.3 The delivery time is based on the terms applicable at the time of concluding the agreement
working conditions and on time delivery of the for the fulfillment of the agreement
NEM ordered items. If through no fault of NEM delay due to
change of the working conditions referred to and/or because of the implementation of the agreement
ordered goods are not delivered on time, the delivery time will be extended insofar as necessary.
6.4 With regard to the delivery time, the goods are deemed to have been delivered when they are ready for shipment
after the Client has been notified of this in writing.
6.5 Notwithstanding anything else in these terms and conditions regarding extension of the delivery time
certain, the delivery time is extended by the duration of the delay on the part of the NEM
arises as a result of non-compliance by the Client with any of the obligations under the agreement
resulting obligation or cooperation to be requested from him with regard to the implementation of
the agreement.
6.6 NEM is entitled to fulfill the agreement by means of partial deliveries, unless expressly agreed otherwise in writing and/or the nature of the agreement dictates otherwise. In the case of partial deliveries, each separate batch of goods is deemed to have been delivered in itself NEM entitled to invoice these partial deliveries.
6.7 If the Client places an order on call, this order must be called up and accepted by the Client no later than on the day of the call term.
Article 7 – Force majeure
7.1 If NEM is prevented from fulfilling the agreement due to force majeure NEM entitled to suspend the performance of the agreement.
7.2 A force majeure situation will include, but is not limited to: war, threat of war, mobilization, riot, state of siege, strikes, stabbing or punctuality actions and exclusion, fire, accident or illness of personnel, business interruption, stagnation in transport, disruptive legal provisions, delays at customs, import/export restrictions or other government restrictions, lack of raw materials, due to NEM unforeseen production or transportation problems, as well as any circumstance beyond the sole control of NEM depends, such as the non-delivery or late delivery of goods or services by third parties NEM are enabled.
7.3 If there is a force majeure situation NEM authorized the agreement for not
enforceable portion by written notice. If the force majeure situation lasts longer than two months, the Client is also authorized to dissolve the agreement for the non-executable part by means of a written statement.
7.4 If the agreement is concluded pursuant to Article 7.3 of these General Terms and Conditions
dissolved, none of the parties to the agreement is entitled to compensation.
7.5 If NEM has already partially fulfilled its obligations or can only partially fulfill its obligations upon the occurrence of the force majeure situation, it is entitled to invoice the already delivered or the deliverable part separately and the Client is obliged to pay this invoice as if it concerned a separate contract .
Article 8 – Warranty
8.1 Guarantees without prejudice to the limitations set forth below NEM both the soundness of the item delivered by it and the quality of the material used and/or supplied for it, during a period of six months after the invoice date or six months after the date of delivery, if this date is before the invoice date.
8.2 The defects covered by the guarantee referred to in Article 8.1 will continue NEM become
removed by repair or replacement of the defective goods, whether or not in the company of
NEM , or by sending replacement goods, all this always at the free choice of NEM .
8.3 All costs exceeding that stated in Article 8.2, including transport costs,
service costs, wages, travel and accommodation costs, on-site repair costs, are for the account of
Client.
8.4 The guarantee referred to in Article 8.1 in any case does not include defects that occur in or are wholly or partly the result of:
a. the non-compliance by NEM associated with the use of the delivered goods
regulations, or the anticipated normal use;
b. normal wear and tear;
c. the applicability of any government regulation regarding the nature or quality of the applied
materials;
d. materials or goods used in consultation with the Client;
e. materials, goods, methods and constructions, insofar as on the express instruction of
applied by the Client, as well as materials or goods supplied by or on behalf of the Client;
8.5 If the Client does not, does not properly or does not timely comply with any obligation arising from the met NEM concluded agreement, or from a related agreement, is NEM with regard to these agreements no guarantee of any kind whatsoever.
8.6 If the Client without the prior written approval of NEM proceeds or causes to proceed to repair or other work with regard to the delivered goods, each
liability of NEM under warranty.
8.7 Regarding by NEM inspections, advice and similar activities carried out, no guarantee is given.
8.8 Alleged non-compliance by NEM from its warranty obligations
not of the obligations that arise for it from any met NEM concluded agreement.
8.9 The warranty stated in Article 8.1 et seq. does not apply to agreements
regarding second-hand goods and/or materials (occasions), unless expressly written in writing
agreed, provided that NEM regarding these second-hand items
accepts liability as stated in Articles 10.2 to 10.4.
Article 9 – Advertising
9.1 Complaints regarding defects must be submitted within the warranty period NEM focused
by registered letter, if the term is exceeded any liability of NEM in this respect lapses, without prejudice to the provisions of Article 9.2.
9.3 Legal claims regarding the defects must be brought within six months after the timely complaint, under penalty of forfeiture.
9.4 Defects concerning part of the delivered goods do not give the Client the right to
rejection or refusal of the entire batch of delivered goods.
Article 10 – Liability
10.1 The liability of NEM is limited to compliance with the provisions set out in Article 8
warranty obligation.
10.2 Subject to the provisions of Article 8.1, any liability of NEM including trading loss, other (indirect) damage, as well as damage resulting from liability towards third parties, except in the event of intent or gross negligence on the part of NEM , and without prejudice to the provisions of Article 10.3.
10.3 If the Judge were to rule that NEM no appeal to article 10.2, limits the liability of NEM always adheres to the invoice value, excluding turnover tax, of the goods supplied by NEM delivered good or service to which the liability pertains, except insofar as the cover of the liability insurers of NEM allows for more extensive liability.
10.4 The Client is bound NEM to indemnify and hold harmless against all
claims of third parties for compensation of damage, for which the liability of NEM in
these terms and conditions in the relationship with the Client is excluded, including
liability pursuant to Article 6:171 of the Dutch Civil Code (liability for non-subordinates
subcontractors) and Section 6:185 of the Dutch Civil Code (product liability).
Article 11 – Responsibility of the Client
11.1 The Client is responsible for and bears the risk of the
delivered goods. Goods of the Client that are intended for (the performance of) the work,
must be made available in a timely manner NEM to be asked. The Client is liable for
the (additional) costs and damage caused by late delivery.
11.2 The transport, loading and unloading as well as the packing, repacking and packaging of the goods referred to in 11.1
is for the account and risk of the Client, even if NEM the Client thereby
helpful.
11.3 The Client indemnifies NEM for any damage NEM or third parties as a result of a defect in the goods supplied by or on behalf of the Client.
11.4 The Client is obliged to carry out the work NEM made available or
treat rented items with care. The Client serves NEM of any
loss, theft or damage immediately in writing and is obliged
to compensate for any damage to the work and the items made available.
Article 12 – Storage / Custody
12.1 If it has been agreed that NEM takes care of the storage of the Client's goods, will NEM charge storage costs to the Client. The Client bears the risk of the stored goods. If the stored goods have to be repaired or adjusted in connection with their reuse by the Client, the associated costs will be borne by the Client.
12.2 The relating to the order under the custody of NEM left humble and
data carriers of the Client will be stored until 2 years after the execution of the order
kept after that NEM is entitled to destroy it.
Article 13 – Risk and Transfer of Ownership
13.1 After the goods in question have left the storage area of NEM have left or immediately
after the goods are deemed to have been delivered within the meaning of Article 6.4, the Client bears the risk
all direct and indirect damage that may arise to or through these items, with due observance of the provisions of Articles 10.2 to 10.4.
13.2 The goods travel under all circumstances at the expense and risk of the Client, also
when it concerns carriage paid shipments and/or returns.
13.3 Damage to goods caused by destruction of packaging is at the expense and risk of
Client.
13.4 If the Client NEM goods for processing, repair, inspection or otherwise, to
makes available, these matters are subject to NEM at the expense and risk of the Client.
The Client must itself take care of adequate insurance for these items.
Article 14 – Retention of title
14.1 NEM retains ownership of all goods delivered by it to the Client until the purchase price for all these goods has been paid in full.
14.2 If NEM within the framework of the agreement for the benefit of the Client
the Client carries out work to be reimbursed, the retention of title applies until
The Client also claims this claim NEM fully satisfied. It also applies
retention of title for the claims, which NEM against the Client
due to failure of the Client in one or more of its obligations towards NEM .
14.3 The Client is not entitled to deliver the goods before the time specified in Articles 14.1 and 14.2.
to sell, transfer ownership and/or otherwise make available and/or to third parties
objections.
14.4 To the delivered goods that have passed into the property of the Client through payment and
are still in the hands of the Client NEM imagines this now
non-possessory pledge for additional security for claims, other than in Article 3:92 paragraph 2
BW mentioned, which NEM for whatever reason against the Client.
14.5 The client is obliged to return the goods delivered under retention of title with the necessary
due care and as recognizable property of NEM to preserve.
14.6 The Client is obliged to protect the goods for the duration of the retention of title against fire,
to insure against explosion and water damage as well as against theft and the policies for this
insurances NEM available for inspection upon first request. All claims of the Client against insurers of the goods under the aforementioned insurance policies will, as soon as NEM so desired by the Client NEM be silently pledged, as additional security for the receivables of NEM against Client.
14.7 If a situation arises as stated in Article 15.6 NEM entitled the below
to take back goods delivered under retention of title, including any such goods
necessary disassembly. Client serves NEM to provide full cooperation in this regard.
14.8 After taking back the goods as stated in Article 14.7, the Client will be credited
for the market value of the repossessed goods.
Article 15 – Payment
15.1 The invoices of NEM must be paid within the payment term stated on the invoice in the currency stated on the invoice and exclusively in the manner indicated on the invoice, unless otherwise agreed in writing. NEM has the right to demand full or partial payment in advance and/or otherwise obtain security for payment.
15.2 NEM is entitled to invoice partial deliveries separately.
15.3 If payment is not received on time, the Client is without further action
notice of default, an interest payment of 1% per month is due on the invoice amount,
calculated from the due date up to and including the day of payment, whereby part of a month is considered
a whole month is considered.
15.4 All costs related to the collection, including among others
extrajudicial collection costs and pre-processual costs are for the account of the Client. The extrajudicial collection costs amount to at least 15% of the amount to be collected with a minimum of 500 Euros.
15.5 The Client waives any right to set off amounts owed to each other
amounts. NEM is always authorized to set off all that it owes the Client
with what the Client and/or companies affiliated with the Client, whether or not
due and payable, subject to conditions or time NEM is/are guilty.
15.6 The entire invoice amount is immediately and fully due and payable in the event of late payment
agreed term on the due date, as well as when the Client is in a position of
becomes bankrupt, applies for (provisional) suspension of payments, the statutory debt rescheduling scheme (WSNP) is declared applicable to him or his subordination has been applied for, when any attachment is levied on the goods and/or claims of the Client, when the latter dies, in liquidation occurs or is dissolved. If one of the above situations occurs, the Client is obliged NEM immediately inform you of this.
15.7 Payments made by the Client always first serve to settle the
due costs, then to settle the interest due and finally to settle
of the payable invoices that have been outstanding the longest, even if the Client states that the
payment relates to a later invoice.
Article 16 – Industrial/Intellectual Property
16.1 All intellectual and industrial property rights in the work and in matters that NEM developed or used in the performance of the assignment, including but not limited to designs, photographs, drawings, software, models, reports, working methods, etc. NEM , insofar as these do not already accrue to third parties and unless otherwise agreed in writing.
16.2 The Client is not permitted to use products of the mind as referred to in 16.1 or the
recording thereof on data carriers, whether or not together with or through the engagement of third parties,
reproduce, publish or exploit, subject to prior written consent
permission from NEM .
16.3 If it has been agreed that the intellectual or industrial property rights related
to (parts of) the work and/or through NEM delivered goods to the Client NEM entitled to act as agent/authorized representative of the Client against any infringements.
16.4 The Client will NEM warn immediately if third parties infringe or threaten to infringe the industrial or intellectual property rights of NEM or if third parties would believe that matters of NEM infringe on one's own industrial or intellectual
property rights.
16.5 The Client must ensure that the NEM delivered goods none
infringe any intellectual or industrial property right belonging to a third party
the country of destination. The Client is not entitled to damage and/or reimbursement of costs
if he would be held liable by third parties in this regard.
Article 17 – Cancellation and compensation
17.1 The Client may not cancel a given order. If the Client a
nevertheless cancels the order given in whole or in part, he is obliged to do all with a view to the
execution of this order NEM costs incurred (costs of design, quotation, preparation, storage and the like), the activities of NEM and loss of profit NEM , plus VAT NEM to reimburse.
Article 18 – Representation
18.1 If the Client acts on behalf of one or more others, it is, without prejudice to the
liability of those others NEM liable as if he himself were the Client.
Article 19 – Conversion
19.1 If one or more provisions in these general terms and conditions prove to be invalid, or
fulfillment of which cannot be claimed for whatever reason, the remaining ones remain
provisions of these general terms and conditions remain in full force and the parties will agree on the
invalid provision, or the provision of which no compliance can be claimed, together in
consult on how best to implement the purport of the
relevant provision.
Article 20 – Applicable law and competent rights
20.1 All disputes between NEM and the Client will be tried exclusively by the competent court in 's Hertogenbosch, unless NEM prefers an otherwise competent court in disregarding this article.
20.2 To all quotations and offers from and/or agreements with NEM is exclusive
Dutch law applies.
20.3 The operation of any international treaty relating to the purchase of movable tangible property
the effect of which can be excluded between the parties, is not applicable and is hereby
expressly excluded. More specifically, the applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.
20.4 In case of disagreement about the interpretation of these general terms and conditions, the Dutch text is binding. B Acceptance of work
Article 21 – Applicability
21.1 If NEM enters into an agreement for the contracting of work with the Client
part B. in addition to part A. of these General Terms and Conditions.
In the event of a contradiction, part B will prevail.
Article 22 – Scope of the contracted work
22.1 The agreement concluded with the Client includes the complete work as described in the
offer is described.
22.2 Unless expressly agreed otherwise, the agreed price is assumed
work not understood:
a. earthworks, piling, chopping, breaking, foundations, fixing, metal, carpentry, plastering, painting,
repair or other construction work, cleaning costs, nor the costs of connection to the
pipeline network of gas, air or water or on the electricity network;
b. moving those things that don't get through NEM to be treated so that NEM hair
can immediately carry out work on site;
c. taking measures to prevent damage to items present at or near the work;
d. the additional costs of disposal associated with the nature of the material to be disposed of as in
case of hazardous building materials and/or chemical waste.
22.3 The Client will ensure that all necessary permits, exemptions and similar
decisions necessary for the performance of the work have been obtained in time.
22.4 The Client appoints - if necessary NEM tools, such as a forklift truck, a crane, etc., as well as supporting tools, are available free of charge when performing the work
staff.
22.5 The Client appoints NEM reasonably necessary in the performance of the work
means of communication available free of charge.
Article 23 – Changes in the contracted work
23.1 All changes to the work accepted, either by special order from the Client,
either due to design changes or caused by the fact that the information provided is not
correspond to the actual performance of the work or due to estimated quantities
is deviated from, if this leads to extra costs, can be regarded as additional work, and insofar as this leads to fewer costs for NEM , to be regarded as less work.
23.2 Additional work will be calculated on the basis of the prices that apply at the time the additional work is performed. Less work will be calculated on the basis of the prices valid at the time of concluding the agreement.
Article 24 – Delivery
24.1 A work is considered completed:
a. when NEM has notified the Client either in writing or orally
the completion of the work and it has approved the work;
b. 8 days after NEM has notified the Client in writing that the work has been completed and the Client has failed to include the work within that period;
c. when the work is commissioned by the Client, on the understanding that the
commissioning of part of the work that part is considered to have been delivered.
24.2 Minor defects that can be repaired within 30 days of delivery will be the
do not interfere with delivery.
24.3 In the event of withholding approval of the work that does not prevent delivery, is
The Client is obliged to notify this in writing to NEM , citing
reasons.
Helmond, October 2020
