GENERAL TERMS AND CONDITIONS
1.1 These conditions apply to all agreements concluded by Miedema (hereinafter referred to as ‘the vendor’) and to all quotations issued by the vendor. Deviations from these terms and conditions are only valid if expressly agreed upon in writing.
1.2 Irrespective of the moment at which the vendor is informed, any general terms or other conditions of the other party will only apply if they have been expressly agreed upon in writing.
1.3 Should any stipulation of these conditions be invalid or subject to annulment, all other stipulations of these conditions shall remain fully in force and the vendor and the other party shall discuss the matter in good faith to agree upon an alternative to replace the relevant stipulation, taking the purpose and aim of the stipulation into account as far as possible.
2. Quotations and orders
2.1 The vendor submits all quotations without any obligation whatsoever for the other party, unless explicitly stated otherwise in the quotation. The prices quoted are valid for at most 30 days from the date of the quotation in all cases. The vendor cannot be held accountable for printing, material and/or calculation errors in a quotation.
2.2 Insofar as this is not expressly stated otherwise in the quotation, an agreement shall only come into effect after the vendor has accepted the order in writing.
2.3 Cancelling an order shall only be possible if the vendor agrees to this in advance. In the event of cancellation, the other party shall be liable by law to pay compensation of 10% of the total amount of the order without prior notification of default being required, and without prejudicing the vendor’s right to claim compensation for this insofar as the amount exceeds this.
2.4 All dimensions, weights, amounts and other technical details, including illustrations in catalogues and folders, are always approximate. The vendor shall always have the right to make changes to its products, if it considers that these products are improved as a result. Such changes shall not give the other party the right to cancel or terminate the agreement or to insist that the same changes be made to products that have already been ordered and/or delivered.
3.1 Unless otherwise stipulated, all prices quoted in an offer, order confirmation, agreement, etc. are "ex works at Winsum".
3.2 Unless expressly stated otherwise, all prices given in a quotation, order confirmation, etc. are exclusive of VAT.
4. Delivery date
4.1 The delivery dates stated are not deadlines, unless otherwise expressly agreed upon.
4.2 The vendor can never be liable to pay compensation for delays in the execution of the vendor's obligations, nor can such delays result in cancellation of the agreement.
5. Liability and force majeure
5.1 If the vendor is liable for any damage, this liability is always limited to a maximum of the invoice amount.
5.2 The vendor is never liable for:
• deviations, damage, errors and deficiencies that have not been noticed in the items approved by the other party, unless the other party would have been reasonably expected to have noticed this;
• damage through incorrect assembly or incorrect use by the other party or a third party;
• indirect damage, including consequential damage, lost income or profit, missed savings, immaterial damage and damage through business stagnation;
• damage through changes in environmental legislation after the agreement has been signed;
• unlawful, improper or unprofessional use by the other party or a third party;
• damage through not following the instructions;
• damage resulting from advice given by the vendor.
5.3 Every claim for damages must be submitted, under penalty of cancellation, within a year of the other party becoming aware, or should have become aware, of the harmful event.
5.4 Force majeure is understood to mean: full or partial strikes, lock-outs, accidents, transport disruption, war, mobilisation, confiscation, not obtaining permits, lack of raw materials, sickness of the vendor’s staff, restrictions in energy usage, floods, fires, etc. This list is not exhaustive. In the event of force majeure affecting the vendor, the vendor’s obligations towards the other party shall be suspended for the duration of the force majeure situation.
5.5 If a force majeure situation lasts longer than ninety days, the other party shall be entitled to cancel the order without requiring the vendor’s prior permission. In such cases, the other party cannot claim damages from the vendor.
6. Transport and acceptance of the goods
6.1 The goods shall always be delivered "ex works at Winsum", the other party being responsible for all costs and risks associated with packing, loading, transporting from the vendor’s warehouses or workshops to the desired destination. The vendor will never provide insurance cover for the goods.
6.2 Risks associated with the goods will be borne by the other party from the moment the goods are meant to be received by the other party, even if the other party has failed to do so formally.
6.3 Should the other party fail to collect the goods ordered on the delivery date agreed, the vendor shall have the right to charge the other party for storage at a fixed rate of 50 euros/m² per week or part thereof from that moment onwards without notification of default being required.
7. Intellectual property
7.1 The sale or delivery of goods produced and/or sold and/or delivered by the vendor can never entail the transfer of any intellectual property rights or copyright.
7.2 All information material provided by the vendor may not be copied, sold on, made public or brought to the attention of third parties in any way, unless the nature of the information provided otherwise allows.
7.3 The other party is not permitted to remove the logo of the vendor (“Miedema”) or of a third party from the delivered items.
8. Complaints and guarantee
8.1 The other party must check the goods immediately upon delivery. The other party has to inform the vendor in writing, under penalty of cancellation, of any complaints within 8 days of delivery. The complaint must contain a detailed summary of the defects. Using a delivered item or any part thereof constitutes acceptance of the delivery.
8.2 Complaints relating to defects that could not be reasonably discovered upon delivery must be reported to the vendor in writing within 8 days of being discovered, otherwise the right to do so will lapse.
8.3 If the vendor has been informed about a defect in time and in accordance with this article, the vendor has the right to replace the goods in question entirely or partially. If the vendor decides to replace the goods in question entirely or partially, it shall be responsible for collecting them at its own expense.
8.4 The vendor shall guarantee the proper operation of new machines it has sold for a period of 12 months subsequent to delivery (i.e. this does not apply to second-hand machines). This guarantee does not cover those parts of the machine that are subject to wear and tear, nor does it apply to defects or damage caused by improper or incorrect use by the other party or due to the other party's negligence. The guarantee does not cover materials where the branding/labelling has been changed or removed or where non-original parts have been fitted. If the terms of the guarantee do apply, the vendor shall repair the observed defect at its own expense. In such cases the vendor cannot be held liable for any other compensation for damages and carrying out any repairs shall not result in the guarantee period being extended.
8.5 To benefit from the guarantee, the other party should report any defect observed to the vendor in writing within eight days of noticing it and within the guarantee period, or the guarantee will lapse.
8.6 The guarantee lapses immediately and by operation of law if the other party, without the prior permission of the vendor, calls upon the assistance of third parties to carry out repair work on any of the items delivered by the vendor.
9. Retention of title
9.1 The goods delivered by the vendor remain the property of the vendor until the principal sum, interest and costs have been paid by the other party. The other party is not permitted, as long as full payment has not been made, to have access to the delivered goods or to exercise any security right in respect of these goods.
9.2 Should the vendor wish to exercise its property rights, the other party will as of that moment give the vendor its unconditional and irrevocable consent to enter all the places where the property of the vendor is located in order for the vendor to retrieve the items.
10.1 All invoices must be paid within thirty days of the invoice date, unless otherwise stipulated on the invoice itself. Complaints, even if they are justified, shall not suspend the other party's obligation to pay.
10.2 The other party is not allowed under any circumstances to offset any payments.
10.3 In the event of late payment the other party is liable by law and without notice of default to pay interest of 8% per year.
10.4 Late payment of a single invoice shall cause all outstanding amounts owed to the vendor by the same other party on other invoices to become payable in full by law with immediate effect and without notification of default being required, even if the payment period has not been exceeded.
10.5 If the other party does not meet any of its essential obligations, such as the timely payment of the vendor's invoices or timely receiving the goods, and in the event of bankruptcy, suspension of payment, seizure and (other) situations in which the vendors can reasonably expect that the other party will not (be able to) meet its obligations, the vendor has the right to dissolve the contract without prior notification.
10.6 If the agreement is cancelled in accordance with article 10.5, the other party is obliged to return the goods already delivered by the vendor immediately at its own expense and at the first time of asking.
11. Applicable law and disputes
11.1 The legal relationship between the vendor and the other party is subject solely to Dutch law, with the exception of the Vienna Sales Convention.
11.2 Any disputes can be submitted solely to the competent court in Leeuwarden.