Terms and Conditions

TERMS AND CONDITIONS TRADIM^® B.V.

Article 1. VALIDITY OF THESE TERMS

These terms and conditions are applicable to all offers, contracts, deliveries and services to be performed by Tradim^® B.V. (the contractor) made or entered with third parties (the clients), unless expressly agreed otherwise in writing. Any other applicable terms and conditions, however named, shall remain unaffected insofar as they do not conflict with these terms and conditions. In the event that other general terms and conditions conflict with the provisions of these terms and conditions, the provisions of these terms and conditions shall be binding unless expressly agreed otherwise.

Article 2. QUOTATIONS AND OFFERS

All quotations and offers as well as information in advertisements and printed matter provided by the contractor are without obligation, unless expressly agreed otherwise. Prices quoted are for delivery from warehouse or store unless otherwise stated. Offers from stock are always subject to interim sales. Data and/or products provided by the Contractor with quotations and/or offers shall remain its property and shall not be made available or copied by the Client to third parties without the consent of the Contractor. Unless explicitly stated otherwise, the offers and quotations do not include any services, including work related to assembly or installation. An offer is only valid for 30 days after the offer has been made known to the client. Unless a different period is explicitly stated in the offer or quotation. After the expiration of this period, the contractor will no longer be obliged to maintain this offer. The Contractor has the right to refuse an order, without having to give a reason. The quotation or order confirmation is expected to represent the agreement correctly and completely, if due to circumstances including the nature, scope or urgency of the order no quotation or order confirmation was sent or could be sent, the invoice is also considered to be an order confirmation.

Article 3. AGREEMENTS

Agreements shall be formed only by written confirmation of order, in whatever form, by acceptance of an offer in any way or by execution of the order by the Contractor quoting a reference number. If the agreements and additions thereto have been confirmed in writing by the Contractor, the Contractor shall be bound by them to the extent and in the manner confirmed by him. Agreements and amendments or additions thereto by the staff of the Contractor or by intermediaries acting on its instructions shall be binding only if confirmed in writing by the Contractor. The Client is entitled to make changes to the Agreement, as long as this is done in a timely manner and in writing. These changes will be confirmed in writing by the client. Communicated by telephone are at the client’s risk. Any additional or lesser costs arising from the changes referred to in the previous paragraph will be settled in accordance with the prices applicable at that time. Contractor is only required to accept those orders that are provided with a production/trade reference. In the absence of a production/commercial reference, the Contractor shall interpret the specifications provided by the Client to the best of its ability for performance.

Agreements are accepted by the Contractor under the express conditions that technical modification, without affecting the function of the goods and tolerances in dimensions, are part of the way in which the product will be manufactured by the Contractor.

Article 4. DELIVERIES

Delivery shall be made from the warehouse or factory at the discretion of the Contractor. Delivery times shall be approximate only and shall not be binding on the Contractor, but shall not be excessive and shall depend on the Contractor being able to continue to perform its work as usual and on the necessary materials being made available to it on time. The Contractor is obliged, if the delivery time is exceeded, to fulfil its obligations as soon as possible, unless there is a case of force majeure. Goods that have not been taken after the expiration of the delivery period shall remain at the disposal of the client and shall be stored at his expense and risk. The client is obliged to check delivered goods upon delivery for any shortcomings and/or damage. Deficiencies and damages should be noted by the client on the packing slip.

Article 5. (INDUSTRY) OWNERSHIP

All goods delivered, to the exclusion of all others, shall remain the property of the Contractor and at the expense and risk of the Client until such time as all claims which the Contractor has or obtains against the Client have been paid in full. If the client fails to comply with any obligation under the agreement, under these conditions or for any other reason, the contractor is entitled, without notice of default, to take back the goods. The Client is obliged to immediately inform the Contractor in writing of the fact that third parties are asserting rights on goods subject to the Contractor’s reservation of title. As security for the proper payment of all claims, on any account whatsoever, the Contractor shall, in addition, by entering into an agreement with the Client, acquire a right of ownership as security for all goods delivered by the Contractor and still held by the Client. All data, drawings, images and overviews provided by the contractor in catalogs, price lists, in digital form, on the Internet are protected by copyright. The client and all those who take note or can take note of these documents are not allowed to copy them or give them to third parties for inspection without explicit permission. The copyright on designs, drawings, sketches, lithographs, photographs, software, models, stamps, cutting dies, plates, designs and other technical aids in the broadest sense of the word produced by the Contractor or on his instructions will remain vested in the Contractor at all times. Technical aids will be kept for a period of 3 years by the client after each use. If these technical aids have not been used for a period longer than 3 years they will be destroyed without further notice.

Article 6. DEVELOPMENT COSTS

The costs associated with the development of prototype, the costs associated with the manufacture of technical aids, including; dies, models, moulds, knives and the costs of acquiring or manufacturing special tools, shall be charged to the Client up to a percentage to be determined by the Contractor. The technical resources including; dies, models, moulds, knives and/or tools shall remain the property of the Contractor. Unless otherwise agreed between the Client and the Contractor and confirmed in writing.

Article 7. PARTIAL AND ON-CALL DELIVERIES

If the agreement covers several goods, the delivery may be made as a whole or in parts. In the above-mentioned case, the Contractor will be entitled to invoice the partial delivery, in which case the payment conditions referred to in Article 8 will apply.

If the agreement relates to goods to be delivered by the contractor on demand by the customer and are stored on a temporary basis at the contractor’s premises, the customer will take delivery of them in full within a maximum period of 6 months. If, after the 6-month period, goods are still in storage at the contractor’s, they will be delivered to the client, after having informed the client by telephone, and invoiced, whereby the payment conditions mentioned in article 8 apply. The costs of keeping these products in storage shall be for the account of the Client, unless other written agreements have been made with the Contractor in this regard.

Article 8. PAYMENT TERMS

If not expressly agreed otherwise in writing, payment shall be made on delivery, after deduction of any advance or deposit payment. If the Contractor sends an invoice, it must be paid within 30 days of the date of the invoice. The client shall be in default, without any notice of default in any form being required, if he fails to meet his payment obligation or any other obligation arising from the agreement with the contractor, these general conditions or the law, or fails to do so on time. Payment shall always be made in settlement of the oldest outstanding invoice. The claim for partial or full payment of the agreed price is immediately due and payable in the event of non-payment or late payment of the agreed instalment, if the client becomes bankrupt, applies for a moratorium, is placed under guardianship, if any attachment is placed on goods and/or claims of the client or if the client dies or goes into liquidation.

If payment of an invoice has not been made after the date of that invoice, the contractor shall be entitled, after the expiry of the above-mentioned term, to charge the principal default interest of 1% per month, whereby part of a month shall be calculated as a full month. In addition to the principal sum and the default interest, the client shall owe all costs, both judicial and extrajudicial, caused by his non-payment or late payment. The extrajudicial collection costs are fixed at 15% of the principal sum, with a minimum of € 150, plus the VAT due. The extrajudicial costs are due from the moment the client has been declared in default in any way. The client shall, in the absence of proof to the contrary, acknowledge the contractor’s entries to be correct. If the client remains in default of payment, the contractor shall be entitled to cancel further work. The customer is obliged, at the contractor’s first request, to provide sufficient security for the payment of the claim. If he fails to do so, the contractor shall be entitled to cancel further work until sufficient guarantee have been given.

Article 9. DISSOLVE AND CANCEL

The client is only entitled to dissolve the agreement if there is a legal basis for doing so. Cancellation by the client is only possible if the contractor agrees. If the contractor consents to cancellation, he shall be entitled, as a result of loss of profit, to charge 10% of the principal sum. In addition, the client is obliged to reimburse the contractor for costs already incurred in relation to the order. In case of cancellation, the client cannot claim what has already been presented by the contractor.

Article 10. LIABILITY

The contractor shall never be obliged to pay compensation for any direct or indirect damage, whatever the reason, resulting from defects in delivered goods, unless such damage can be attributed to him on the basis of a statutory provision. The contractor shall not be liable for damage caused by its personnel or auxiliary persons engaged by it unless the damage is caused by the serious fault or serious negligence of persons for whose actions the contractor is liable. The Contractor shall never be liable for an amount higher than the price for which the goods were delivered or the work was performed with a maximum of € 10,000 per claim.

Article 11. CASE OF FORCE MAJEURE

The contractor has the right, forced by force majeure, to terminate the agreement without being obliged to pay any form of compensation. Force majeure shall mean all causes beyond the control of the contractor, including threats of war, natural disasters, weather conditions, strikes in the contractor’s own company or a supplier’s company, untimely or incorrect deliveries from suppliers, calamities during the transport of goods, etc. If the force majeure situation is only temporary, the contractor shall also have the right to suspend performance of the order until such time as the force majeure situation has ended. The contractor shall be entitled, if he has already presented before the force majeure event occurred, to invoice the work already performed and/or goods already delivered.

Article 12. TRANSPORTATION

Unless otherwise agreed, delivery will be from the central warehouse in the Netherlands. Goods will be delivered carriage paid including insurance, unless otherwise agreed in writing. Deliveries within the Netherlands from an order value of € 350 net excluding sales tax will be delivered in one shipment.

Article 13. INDEMNIFICATION

The client shall indemnify the contractor against all liability which the latter might incur towards third parties in respect of goods supplied and work carried out by the contractor. The client also indemnifies the contractor against claims by third parties relating to the infringement of any rights, including actor’s rights and/or patent rights, which exist as a result of drawings and/or, for instance, computer programs being made available to the contractor.

Article 14. WARRANTY

The contractor guarantees that delivered goods and work performed meet the normal requirements of usability, reliability and durability in compliance with the applicable regulations. The contractor shall have the right, in the event of apparent defects in goods delivered, to repair the parts free of charge or to replace them with other parts at his selection. In the event of improper performance, the contractor shall correct the defects that have occurred. If the goods delivered by the contractor lack promised characteristics, the contractor shall make such adjustments as are necessary to ensure that the promised characteristics are no longer lacking.

The warranty obligation of the contractor will terminate in the event of improper use of goods, failure to observe the instructions for use, use not in accordance with the intended purpose, having repairs carried out by a third party without the contractor’s permission, making changes or removing applied references.

If the supplier is not the actual manufacturer of the goods supplied, the supplier will not be obliged to provide a more comprehensive guarantee than that provided by the actual manufacturer of those goods. If inspections and/or work have to be carried out as a result of a complaint by the client, the costs shall be borne by the latter if it turns out that there is no defect in the goods supplied.

Repair or replacement will only take place within the Netherlands. Warranty for goods located abroad is limited to the cost of repair or replacement up to the amount that this execution would have amounted to in the Netherlands. This guarantee does not cover defects which are wholly or partially caused by raw materials, materials or constructions chosen by the client or imposed on the contractor by any third party or as a result of government regulations. Not covered by warranty are consequences of specific development risks of newly developed items.

Opdrachtnemer is niet tot enige garantie gehouden indien opdrachtgever niet volledig dan wel niet tijdig aan zijn betalingsverplichting naar opdrachtnemer voldoet. Warranty shall start on the day of delivery of the products. The warranty period shall expire 24 months thereafter, unless otherwise specified by the manufacturer or agreed in writing between the customer and the contractor. For the notification and processing of warranty cases, the warranty procedure should be used. This is available on our website.

Article 15. COMPLAINTS

Any complaints must be made in writing, within 8 days of delivery of the goods. The client shall be deemed to have approved the delivery upon expiry of this period. The client shall in no case be able to assert any claim against the contractor after the client has taken part of the delivered goods into use, processed them or resold them to third parties. The consideration of complaints shall not affect the payment obligation of the client.

Article 16. ORDEAL

Testing of the goods is generally done at the factory according to the usual standard procedures. Testing of work performed shall be done at the location where it was performed. The Client is only entitled to demand special tests or tests elsewhere if this has been expressly agreed. If the client wishes to be present at this, he must make this known in good time. In the appropriate cases, a test report shall be prepared. If the conclusion of the report leads to rejection, the contractor shall be given the opportunity to resubmit the goods or work for testing within a reasonable period of time, after repair and/or replacement of the goods. Additional costs arising from tests, tests elsewhere or delays not attributable to the contractor shall be charged to the customer and shall be invoiced to him.

Article 17. PRICES AND PRICE CHANGES

Unless expressly stated otherwise, the following prices shall apply: in Euros exclusive of VAT on the basis of the minimum quantities applied by us carriage paid (from € 350.00) from the factory exclusive of the costs of packaging and/or packing exclusive of import and export duties and any government levies exclusive of the costs of transport, storage and transhipment exclusive of the costs of insurance exclusive of administrative costs for orders smaller than € 350.00.

Increases in the prices of materials or semi-manufactured products that are required for the execution of the order and changes to charges and taxes imposed by government bodies may be charged to the client. Price changes that occur after ordering the goods and before delivery of the goods may be passed on by the contractor to the client with due observance of the relevant statutory regulations.

Article 18. ADVICES AND DATA REGARDING THE GOODS

Advice and information are given without obligation and to the best of our knowledge. The contractor accepts no liability for the advice given and data made available. The customer is obliged to initiate its own investigation into the suitability of the goods supplied for the intended purpose.

Article 19. PARTIAL NULLITY

If one of the clauses (or part of a clause) in these terms and conditions of delivery or any part of the underlying agreement should be void or voided, it will not affect the content of the clause, the clauses in these terms and conditions of delivery or the underlying agreement.

Article 20. DISPUTES

All disputes arising from offers, agreements, deliveries and services provided shall be subject to the jurisdiction of the civil court in the district of residence or place of business of the contractor, unless the client objects.

Article 21. FINAL PROVISION

All agreements concluded under these terms and conditions, offers and quotations made and deliveries made shall be governed exclusively by Dutch law with the exception of the Uniform Law on the International Sale of Goods.

Version 01 – July 2020