1. General details
1.1 On all offers made by and all orders placed with V-Trade for the sale and supply by V-Trade of gearboxes, engines and gearbox parts, engines in the broadest sense of the term, and on all agreements with V-Trade in this matter, these Terms and Conditions are applicable.
1.2 The applicability of the Terms and Conditions of the other party or Buyer from V-Trade is expressly excluded.
1.3 Any clauses that deviate from these Terms and Conditions may only be called upon by the Buyer should and in as much as these have been accepted in writing by V-Trade.
2. Offers, Orders and Agreements
2.1 All offers by V-Trade are made without any obligation.
2.2 Orders and acceptance of offers made by the Buyer are irrevocable.
2.3 V-Trade is only bound when they have accepted in writing or else commenced with the commission. Most importantly V-Trade is only bound to the extent they have accepted in writing. Verbal undertakings or agreements made by or with personnel of V-Trade are not binding until these have been formally confirmed in writing.
3. Prices
3.1 The prices stated by V-Trade or the agreed prices of V-Trade are net, thus exclusive of VAT and apply only to delivery ex works.
4. Delivery time and delivery
4.1 The delivery time stated by V-Trade is only an estimate. Exceeding the stated delivery time does not entitle the Buyer to claim additional or replacement damages or non-compliance by the Buyer with any of the obligations that are a consequence of the Agreement. The Buyer is in fact entitled to dissolve the agreement by a formal written statement, if and in as much as V-Trade has not made delivery within a reasonable time of the exceeded delivery period that has been agreed upon in writing with the Buyer.
4.2 Delivery times will be extended by the time that implementation of the Agreement has been delayed due to Force Majeure. Delivery times will also be extended by the time that the Buyer is late in performing any of their agreed upon obligations or that in all reasonableness V-Trade can expect.
4.3 The Buyer is obliged to collect the purchased item(s) within four weeks of the Agreement being signed.
5. Transfer of risk and ownership
5.1 The risk for items supplied by V-Trade is the Buyer’s from the moment the items are supplied. The risk is also transferred to the Buyer by default with respect to their obligations under Article 4 Section 3 to collect the item(s) within four weeks of the Agreement being signed.
5.2 All items supplied by V-Trade remain the property of V-Trade up to the moment that all obligations of the Buyer with regard to V-Trade in relation to the underlying Agreement and/or previous or later agreements of the same nature have been met in full including damages, costs and interest.
6. Force Majeure
6.1 V-Trade is entitled to have recourse to invoking force majeure should the implementation of the Agreement be either partially or fully disrupted or hindered, whether or not this is of a temporary nature, due to circumstances that are beyond their control, this to include lock-outs, strikes, short term industrial action, or work to rule and exclusion, delayed supply to V-Trade of parts ordered with third parties, circumstances relating to matters or services that cannot be attributed to V-Trade, accidents and company disruptions.
7. Guarantee and claims
7.1 V-Trade guarantees the items supplied by them, these include the following: gearboxes, engines and gearbox parts, engines all in the broadest sense of the term and taking into account the agreed upon price – corresponding to the Agreement and possessing the characteristics that the Buyer may expect based upon this Agreement, in the manner stated below.
7.2 Should the items supplied display a fault within the guarantee period, V-Trade will, when this is claimed in time, either replace the item with no charge or credit the Buyer for the invoiced amount, the choice always being at the discretion of V-Trade. For this purpose the items should be sent on request to V-Trade with postage paid by the Buyer. Costs for installation and dismantling are to be borne by the Buyer. Re-supply will take place exclusively within The Netherlands. The guarantee does not apply to associated parts.
7.3 The guarantee period for used parts is 3 months from the date of invoice, the guarantee period for repaired or overhauled and new parts is 6 months.
7.4 Any claims should, at the risk of being dismissed for any claim against V-Trade, have taken place within 14 days of these becoming apparent.
7.5 All rights to a guarantee lapse if:
a. The items supplied have been used in an injudicious way or have not been used in accordance with the agreed or normal intended purpose.
b. The items supplied have had work carried out on them by or due to the Buyer without the permission of V-Trade.
8. Liability and indemnity
8.1 The liability of V-Trade in connection with any shortcomings in items supplied by them is limited to meeting the stipulations laid down in the aforementioned Article describing the Guarantee.
8.2 V-Trade cannot at any time be held liable for payment of replacement or additional damages except in such cases and in as much the damages incurred have been occasioned by the deliberate action or gross negligence of V-Trade or their employees. With the exception of a deliberate act on the part of V-Trade, the liability of V-Trade for loss of income, consequential damage, or indirect damage is excluded.
8.3 In all cases where V-Trade is obliged to pay compensation for damages this will at no point be greater than the invoiced value of the items supplied due to which or in relation to the damages that were caused or if the damages are covered by insurance for V-Trade, the actual amount that is paid out by the insurer in that particular case.
8.4 All claims against V-Trade, apart from those which are recognised by V-Trade, lapse after a period of 12 months after the claim has been created.
8.5 Terms and Conditions that Limit liability, that are exclusive or defining, which can be invoked in relation to the items supplied by suppliers of V-Trade to V-Trade, may also be invoked with regard to the Buyer.
8.6 The employees of V-Trade or those contractors engaged to carry out the Agreement can call upon all the means of defence that can be derived from the Agreement with respect to the Buyer as if they were the party involved in the Agreement.
8.7 The Buyer will indemnify V-Trade, their employees and those contractors engaged to carry out the Agreement against all claims by third parties in relation to carrying out the Agreement by V-Trade, in as much as the claims are additional or other than those that the Buyer has with respect to V-Trade.
9. Payment and surety
9.1 Unless otherwise explicitly agreed payment is to be made in cash. V-Trade does at all times have the right to demand full or part payment in advance and/or otherwise seek surety of payment.
9.2 The Buyer waives any entitlement to a right of settlement in respect of amounts owed by either party. Guarantee claims do not result in the suspension of the Buyer’s obligation to make payment.
9.3 Should the Buyer not comply with any obligations for payment stated above they are deemed to be in default without any notice of default having to be served. Commencing on the day the Buyer is in default, the Buyer is obliged to pay V-Trade interest on arrears of 2% per month or part thereof for the period for which the default continues.
10. Dissolution
10.1 Should the Buyer not comply, not comply in a timely manner or not adequately comply with one or more their obligations, be declared to be in a state of bankruptcy, request provisional suspension of payments, enter into liquidation of its company, as well as when its assets are fully or partially seized, V-Trade is entitled to suspend the implementation of the Agreement or to fully or partially dissolve the Agreement without having issued prior notice of default by means of a written statement, this being entirely at their discretion whilst still retaining any future entitlement to reimbursement of costs, damages and interest charges.
11. Collection charges
11.1 In the case of non-payment by the Buyer all legal costs and extra-judicial costs are to be borne by the Buyer; the extra-judicial costs involved in collection will hereby be agreed upon by the Buyer and V-Trade as being 15% of the collection amount with a minimum of 75.00 Euros
12. Disputes and applicable law
All disputes existing between the parties will exclusively be judged by the competent Court of ‘s-Hertogenbosch unless V-Trade selects the competent Court under the Rules of Jurisdiction or if the Rules of Jurisdiction differ from that previously stated in the Agreement or General Terms and Conditions.
