Terms and Conditions
General Terms and Conditions of Delivery and Services
General Terms and Conditions of Delivery and Services of HAAGEN Rookgeneratoren BV registered at Industrieweg 5, 5111 ND Baarle-Nassau. Further referred to as: HAAGEN.
Article 1 Applicability
1.1 These General Terms and Conditions of Delivery and Services apply to all HAAGEN offers, services, deliveries and contracts.
1.2 These general terms and conditions may be departed from only if HAAGEN expressly states or acknowledges this in writing.
1.3 Other general conditions, such as the purchasing terms and conditions of other parties, shall apply, insofar as they do not conform with these general terms and conditions of delivery and service provision, only if HAAGEN has expressly agreed to their application in a separate written document.
1.4 These general terms and conditions also apply to the personnel and assistants of HAAGEN who are engaged in the performance of the contract, and to third parties who are performing the contract wholly or partly on behalf of HAAGEN.
Article 2 Tenders
2.1 Unless they contain a time limit for acceptance, all tenders are non-binding and exclusive of turnover tax. A non-binding tender can be revoked by HAAGEN for up to one week after acceptance by the other party. In reading the measures, weights, colours and technical data contained in the tenders, the other party should allow for minor discrepancies which do not exceed the normal limits.
2.2 Sizes, weights, colours and technical details in the offers should be read in such a way that the counter-party must take account of small deviations that do not go beyond the boundaries of what is considered normal.
2.3 Prices in tenders and contracts are based on the relevant circumstances and data (particularly the salary and materials costs) which were in force or known to HAAGEN at the time of preparing the tender or concluding the contract.
2.4 HAAGEN is entitled to adjust offered or agreed prices according to reasonableness and fairness if there is a change in these circumstances or data after the issuing of the tender or the conclusion of the contract, but before the performance of the contract.
2.5 Tenders issued and contracts entered into by representatives, sales agents or intermediaries are binding on HAAGEN only after the order has been confirmed in writing.
2.6 HAAGEN bears no responsibility/liability for designs developed by the client, even if HAAGEN has advised on these designs. Likewise, HAAGEN bears no responsibility/liability for parts and materials provided to HAAGEN or prescribed by the
buyer. 2.7 HAAGEN is only bound by offers and contracts produced/concluded by representatives commercial agents or intermediaries after a written order confirmation by J.W.M. HAAGEN.
Article 3 Delivery
3.1 All deliveries are made from Baarle-Nassau,
3 2 Unless expressly agreed otherwise, stated delivery times shall not be regarded as deadlines. In the event of late delivery, the other party must give HAAGEN due notice before HAAGEN can be in default.
3.3 The agreed delivery time commences with effect from the date of the written confirmation of order.
3.4 If HAAGEN is prevented by force majeure from making full, correct and proper delivery within the delivery time, HAAGEN is entitled to cancel the contract, or to inform the other party of a reasonable period within which full, correct and proper delivery can still be made, without HAAGEN being bound to pay any compensation.
3.5 By force majeure on the part of HAAGEN is meant when HAAGEN is prevented, after the conclusion of the contract, from fulfilling its obligations under this contract or from preparing to fulfil them, e.g., as a consequence of war, war danger, civil war, riot, act of war, fire, water damage, inaccessibility of certain areas, flooding, strike, works occupation, lockout, hindrances to imports and exports, official regulations, defective machinery, interruptions in the power supply, all of these both in HAAGEN’s factory and in the third party establishments from which HAAGEN wholly or partly draws the necessary plant or raw materials, as well as in storage or during transport, whether or not under HAAGEN’s own control and, further, through all other causes arising through no fault of HAAGEN or outside its area of risk.
3.6 HAAGEN is entitled to have deliveries made or services performed by third parties.
3.7 The buyer should ensure that HAAGEN is able to carry out the installation work undisturbed. Amongst other things, the buyer should ensure free access to the installation site and the availability of all the necessary facilities.
Article 4 Liability
4.1 All liability concerning products, delivery, processing, transport and use of goods delivered by HAAGEN is excluded excepting in the case of intent or gross negligence on the part of HAAGEN.
4.2 Only the damage which HAAGEN is insured of, or should reasonably be insured of, will be compensated,.
4.3 The following are not subject to compensation: Consequential loss, including damages due to business stoppage and loss of profit; Damages inflicted on persons and/or property found in the vicinity of the location where the contract is being performed inflicted by or during the performance of the contract; Damages caused by third parties, such as auxiliaries engaged by HAAGEN.
4.4 Should HAAGEN incur any liability to third parties as a result of the performance of the contract, the counter-party will indemnify HAAGEN in regard to this liability.
Article 5 Annulment of contracts
5.1 If the other party cancels a contract, HAAGEN is entitled to recover from the other party the costs which it has incurred that can no longer be recovered, as well its lost profit.
5.2 The lost profit must amount to at least 25% of the payment (excluding turnover tax) that HAAGEN would have received from the performance of the contract.
Article 6 Complaints
6.1 Complaints do not entitle the other party to defer or suspend its payment obligations to HAAGEN.
6.2 Complaints must be submitted in writing, and supported by reasons, within fourteen days of the other party having taken cognisance of the complaint, or of reasonably being able to take cognisance of the complaint, in the absence of which HAAGEN is entitled to disregard the complaint.
6.3 If the complaint is justified, HAAGEN is entitled, as it thinks fit, to reduce amount of the invoices it has prepared, or to improve the results of its work.
Article 7 Transport
7.1 HAAGEN is entitled to determine the mode of transport.
7.2 Transport costs are not included in the tender and selling prices, but are charged separately to the other party.
7.3 Transport takes place at the other party’s risk.
7.4 The goods will be supplied by HAAGEN in packaging that HAAGEN deems appropriate. If the buyer prescribes different packaging, HAAGEN is entitled to charge the buyer for the costs thus incurred.
Article 8 Payment
8.1 Payment must always be made within 30 days of the invoice date, without any discount or offset, at HAAGEN’s office or by transfer to HAAGEN’s bank account.
8.2 HAAGEN retains the ownership of goods until the time that the due purchase sum, including any statutory interest, collection costs etc., has been paid in full and received by HAAGEN, even if the goods have meanwhile been processed or incorporated into other products.
8.3 If the counter party does not pay within the set time, it shall be deemed to be legally in default without the requirement for any warning or notice of default.
8.4 From that moment, the statutory interest as defined in Section 6: 119 et seq. of the Civil Code, as well as legal and other costs incurred in order to secure the performance of the contract, its cancellation and/or compensation, will be chargeable to the other party, except if HAAGEN is ruled against by a final and conclusive judgement of the court.
8.5 The collection costs shall amount to at least 15% of the outstanding sum, subject to a minimum of EUR 225,00.
8.6 The counter-party is at all times obliged to furnish security to HAAGEN, immediately upon request, for the fulfilment of its obligations. If the counter-party does not comply with this request, HAAGEN will be entitled to dissolve the contract, as well as any other still existing contracts between HAAGEN and the counter-party, without judicial intervention, and to claim damages.
8.7 The counter-party is at all times obliged to furnish security to HAAGEN, immediately upon request, for the fulfilment of its obligations. If the counter-party does not comply with this request, HAAGEN will be entitled to dissolve the contract as well as any other still existing contracts between HAAGEN and the counter-party, without judicial intervention, and to claim damages.
Article 9 Industrial property rights
9.1 The other party recognises HAAGEN’s copyright or patent right and/or models right in respect of its inventions or its designs.
9.2 The copy or patent and/or models rights to the designs and inventions devised and made by HAAGEN in the execution of an order rest solely with HAAGEN.
9.3 Unless otherwise agreed in writing, the original designs made by HAAGEN in the performance of a contract rest with HAAGEN and the other party is not permitted to use the design sent to it for approval for any other purpose than for assessing whether the work can be executed in conformity with the design.
9.4 If an object of the contract is subject to a copyright/patent/design protection held by HAAGEN, the counter-party of HAAGEN receives a licence (unlimited in scope and duration) for the nonexclusive use of that right.
9.5 The licence is valid only if the other party fulfils the financial obligations connected with making available the copyright-protected design.
9.6 The licence applies solely to the use of the design or invention in question by the other party itself or by persons or bodies who take over or continue the operations of the other party in such a manner that they can be identified in this regard with the other party.
9.7 Use of the licence by third parties is not permitted except after written permission has been obtained from HAAGEN.
9.8 As longs as there is a retention of title in place, HAAGEN can reclaim the goods without this constituting default. The buyer irrevocably authorises HAAGEN to enter the places where these goods are located.
9.9 As long as the retention of title is in place, the buyer is not authorised to alienate the goods, nor to encumber the goods with any right or restricted right.
Article 10 Domicile
10.1 The parties elect domicile at Baarle-Nassau for the performance of the contract.
10.2 The locally competent court will be exclusively authorised to take cognisance of any disputes between the parties, unless the provisions of mandatory law conflict with this choice of law.
Article 11 Applicable law
11.1 All legal relationships between the parties are governed exclusively by Dutch law, to the exclusion of all other legal systems.
11.2 The Vienna Sales Convention (CISG) is not applicable, nor are any other international rulings from which exclusion is permitted.
Article 12 Guarantee
12.1 HAAGEN guarantees the proper functioning of its products and the soundness of the materials and parts used therein for a period of twelve (12) months after delivery or for any other such term as agreed in writing between HAAGEN and the counter-party. No guarantee is given for products that were not new at the moment of delivery.
12.2 If the agreement involves the processing of material delivered by the buyer, HAAGEN guarantees the product incorporating the material of the Buyer for a period of six (6) months after delivery. If the processing proves to be unsound, HAAGEN may, at its own discretion, either remedy the fault or perform the processing again using material to be delivered by the buyer, or refund a proportionate amount of the purchase price.
12.3 Parts for which the wear-and-tear is dependent on the intensity and frequency of use of the product delivered are guaranteed for twelve (12) months or 750 hours of use, whichever comes first.
12.4 If the daily use is deemed to be more intensive than normal for the product delivered, the guarantee period will be shortened proportionally.
12.5 HAAGEN must be informed of more intensive use. If the counter-party fails to do so, the guarantee is cancelled in full.
12.6 Faults that arise after modification or repair by third parties or if the products are not used for the purpose for which they are intended, faults that arise due to normal wear-and-tear, injudicious use or improper maintenance, are not covered under the guarantee. The buyer is also barred from invoking the guarantee provisions:
- If software and/or systems purchased by the buyer have been installed without the prior permission of HAAGEN.
- Upon normal wear-and-tear (exception: parts listed under point 12.03)
- If the buyer has neglected maintenance or used the goods for purposes for which they were not designed.
- If the buyer has modified the goods or had the goods modified by third parties.
- In the event of injudicious or reckless use, improper connections, improper voltage, lightning strike, damage due to moisture penetration or other external causes or calamities.
- If software problems arise due to the installation of software applied by third parties without the explicit permission of HAAGEN.
12.7 In principle, the repairs under guarantee will be carried out by HAAGEN at the factory location. If repairs at HAAGEN’s own site are not possible, the buyer is only entitled to the replacement or repair of the faulty parts (unless otherwise explicitly agreed).
12.8 HAAGEN can decide not to repair the goods but instead to replace them with brand new or equivalent goods, or to take back the goods and if appropriate refund part of the purchase price and/or offer a comparable alternative.
12.9 The goods replaced under guarantee will be the property of HAAGEN.
Article 13 Dissolution
13.1 HAAGEN is authorised to dissolve the contracts concluded with the counter-party without judicial intervention, retaining in full its rights to claim damages, in the event of:
- Overdue payment on the part of the counter-party of collectable amounts;
- Interruption of payment by the counter-party;
- Application for suspension of payments by the counter-party;
- Application for bankruptcy by the counter-party;
- Placement under conservatorship of the counter-party;
- Liquidation of the counter-party’s business;
- For on-call delivery: failure to take the sold goods within the agreed term (or, if no term is agreed: within three months) by the counter-party: HAAGEN will be entitled to dissolve the contract, as well as any other contracts performed between HAAGEN and the counter-party, without judicial intervention, and to claim damages.