Bedingungen

General terms and conditions
 

Applicability

Article 1

  1. These general terms and conditions apply to all offers and contracts issued or concluded by Pansier Machinery B.V., with its registered office in Zeeland, as well as its affiliated companies, hereinafter to be referred to as Pansier.
    These general terms and conditions also apply to employees of Pansier and third parties Pansier engages in the performance of a contract.

  2. The present general terms and conditions apply to all following offers and contracts issued to or concluded with the same counterparty, regardless whether they are related to or subsequent to offers already made or contracts already concluded.

  3. Changes in or additions to these general terms and conditions must be explicitly confirmed by Pansier in writing and are only applicable to the offer or contract for the issue or conclusion of which the change or addition was made.

  4. These general terms and conditions will in any case be deemed to have been accepted by the counterparty when he has paid an invoice from Pansier.


Offers

Article 2

  1. All offers made by Pansier are subject to contract, unless explicitly stated otherwise; in that case the offer is valid during one month.

  2. Pansier cannot be held to its offer if the counterparty should in all fairness understand that the offer, or part thereof, contains an obvious mistake or error in writing.

  3. An agreement will be formed if Pansier has confirmed by telephone or in writing, including electronically or by means of sending the invoice, to accept the counterparty’s offer or assignment. If no separate confirmation of the assignment is sent, the invoice will also be regarded as a confirmation of the assignment.

  4. Pansier will not be bound by oral promises by or arrangements with employees of Pansier or third parties engaged for the performance of the contract, unless they are confirmed in writing by Pansier as referred to in paragraph 3 above.


Price and price adjustment

Article 3

  1. All agreed prices are exclusive of any due VAT, transport and insurance costs, costs of towing, loading and unloading, administration charges, costs of (obtaining) the required documents and licenses, import and export duties and other government levies, unless explicitly stated otherwise.

  2. All amounts are stated in euros, unless explicitly agreed otherwise.

  3. If the turnover tax (VAT) rate is changed by the government, parties will settle this in

    accordance with the statutory provisions.


Delivery and risk

Article 4

  1. Delivery takes place after payment of the invoice, at the company of Pansier, unless parties have agreed otherwise.

  2. If a certain term is agreed within which delivery must take place, this term is pursued by Pansier based on reasonableness and fairness, but it is not binding.

  3. Delivery takes place immediately prior to the moment on which the loading of the goods in or on a transport device made available by or on behalf of the counterparty or by Pansier has started.

  4. If the counterparty does not take delivery of the goods within two months after presentation for delivery, Pansier has the right to terminate the contract on which the delivery is based, without judicial intervention being required, and to sell or take back the goods to be delivered. The counterparty will then owe a remuneration in the amount of the lost profit and all costs made in this respect. The remuneration amounts to at least 10% (in words: ten per cent) of the net invoice amount with a minimum of € 1,000 (in words: one thousand euros), without prejudice to Pansier’s right to claim further damages.

  5. The risk of loss, damage or the full or partial destruction of the goods to be delivered will be borne by the counterparty as from the moment of the delivery or from the moment when and the place where the delivery must take place in accordance with the contract.

  6. The costs related to the delivery of goods, including in any case the costs of transport, insurance, costs of (obtaining) the required documents and licenses, costs of towing, loading and unloading, will be borne by the counterparty.


Transport arrangements

Article 5

  1. The transport takes place at the counterparty’s risk and account. Pansier is not liable for full or partial loss or for damage to the delivered goods, arisen during its transport. Pansier is also not liable for delayed delivery.

  2. Any other terms and conditions applicable to the transport must be laid down in writing by the parties.


Retention of title

Article 6

  1. As security for the correct and complete fulfilment of the counterparty’s obligations, Pansier retains the right of ownership of the delivered goods until the moment the counterparty has fulfilled all his obligations towards Pansier, of whatever nature. Obligations referred to in this respect are obligations regarding the consideration due to Pansier relevant to:

    1. the delivered goods or yet to be delivered goods under any contract;

    2. work to be performed for the counterparty under any contract;

    3. claims due to failure to comply with a contract.

  2. As long as the ownership of the delivered goods has not transferred to the counterparty, the counterparty is not allowed to transfer the ownership of the delivered goods, to encumber the goods with any real right whatsoever or to sell the goods, under any title whatsoever, and the counterparty is obliged to hold the goods for Pansier with due care and as apparent property of Pansier. Any marks or signs affixed in, on or to the goods must remain visible for everyone.

  3. Pansier has the right to take back the goods delivered under retention of title if and in so far as the counterparty remains in default to comply with any obligation towards Pansier, or if the counterparty has payment difficulties in Pansier’s opinion.

  4. Should Pansier wish to take back the delivered goods or check the actual presence of the delivered goods on the counterparty’s company premises, the counterparty gives Pansier the irrevocable right to access the company premises or to have them accessed by a third party to be appointed by Pansier.


Guarantee and complaints

Article 7

  1. Pansier does not provide a guarantee on the goods it delivered, unless parties explicitly agree to a guarantee commitment or if Pansier has a statutory guarantee commitment.

  2. Not covered by any guarantee commitment are defects that fully or partially have their origin in:

    1. improper treatment by the counterparty;

    2. changes made to the delivered goods by the counterparty;

    3. wear and tear that is not excessive in view of the use that is made of the delivered

      goods as foreseeable by Pansier;

    4. use of the delivered goods other than in accordance with the guidelines and

      specifications provided with them or other than in accordance with the purpose for

      which the delivered goods were delivered;

    5. the compliance with any government regulation.

  1. In counterparty will take care of obtaining such permit himself. so far as a permit is required for the possession or use of the delivered goods, the

  2. Complaints do not give the counterparty the right to suspend payment or to settlement. In case of complaints the counterparty will still be obliged to take-up and pay other ordered goods.

  3. The counterparty must give Pansier the opportunity to investigate a complaint or to have it investigated. If the complaint is found correct, Pansier has the right to repair the defect in the good delivered free of charge, or to fully replace the good delivered by an equivalent good. To his discretion, he can also comply with his guarantee commitment by crediting the entire price or part of the price.

  4. In case of repair of the good or goods delivered, the following applies:

    • Pansier will make an effort to perform the repair or to have the repair performed as soon as possible under the given circumstances. The counterparty will provide all the

      required cooperation;

    • the repair will be done at a place designated by Pansier as much as possible. The

      transport to and from that place will be for the counterparty’s account and risk;

    • in case of remedy outside the Netherlands, the travel and lodging expenses of those performing the investigation and the repair works will also be borne by the

      counterparty;

    • goods or parts that become available due to the repairs, automatically become the

      property of Pansier;

    • in so far as there are defects in goods Pansier has acquired from a third party, the

      repair will only be free of charge in so far as that third party pays the costs of remedy.

  5. If Pansier will fully or partially replace the delivered goods or fully or partially repay the

    purchase price, they can deduct the benefit from the temporary use by the counterparty.

  1. If it is established that the counterpartys complaint is unjustified, the counterparty must refund the costs made by Pansier, such as traveling expenses and research costs.

  2. If Pansier is not given the opportunity to repair the defects, but the counterparty instructs a third party to do so, the costs made in this respect will be borne by the counterparty and every guarantee commitment of Pansier will be cancelled.

  3. During the period in which the counterparty is in default to comply with any obligation resulting for him from the present contract or any other contract relating to this agreement, Pansier will not be obliged to give any guarantee.


Liability

Article 8

  1. The liability of Pansier for all direct costs and damage that is in any way related to or caused by an error or failure in the performance of the contract, is always limited to the net invoice amount regarding the order or to the amount for which Pansier has taken out insurance for such harmful events and for which cover is actually provided, or, if Pansier has not taken out insurance for such harmful events, the amount for which entrepreneurs otherwise comparable to Pansier usually take out insurance.

  2. Pansier is never liable for any indirect costs or indirect damage, including consequential loss or damage, loss of profit, lost savings, loss due to business interruption or reputational damage, that is in any way related to or caused by an error or failure in the performance of the contract.

  3. Pansier is not liable for damage or loss becoming apparent 12 (in words: twelve) months after the harmful event. A claim for damages will also lapse if the counterparty does not bring legal proceedings against Pansier with regard to the damage within 6 (in words: six) months after the harmful event.

  4. The counterparty indemnifies Pansier against all claims by third parties to compensate damage or otherwise, that are directly or indirectly related to the performance of the contract between Pansier and the counterparty.

  5. The limitation of liability laid down in paragraphs 1 and 2 also applies to the non-executive subordinates of Pansier.

  6. The limitations of Pansier’s liability laid down in this article do not apply if the damage is the result of the intent or gross negligence of Pansier or his executives.


Payment

Article 9

  1. All payments must be made prior to delivery, without any right to discount or settlement, also in bankruptcy, at the office of Pansier or by transfer to a bank account appointed by the latter.

  2. Complaints about inadequacies of the invoice must be filed in writing within five work days after the invoice date.

  3. All costs resulting for Pansier from the non-compliance, late compliance or improper compliance by the counterparty with any of his obligations resulting from this contract will be borne by the counterparty.
    These costs include the costs of demand, termination, debt collection, bailiff, legal assistance as well as all other judicial and extrajudicial costs. Pansier and the counterparty establish these costs at a minimum of 15% (in words: fifteen per cent) of the due principal sum or, if there is a statutory maximum to this amount, the amount of this statutory maximum.

    The counterparty is in default by the fact of non-compliance or improper compliance.

  4. If and in so far as the counterparty is in default of payment, as well as in case of bankruptcy, request for a moratorium of payments, attachments made of the counterparty’s assets or the shutdown or liquidation of his business, all that the

    counterparty owes to Pansier is immediately due and payable.

  5. Pansier has the right to suspend its obligation to deliver until the moment the counterparty

    has complied with all his obligations towards Pansier, no matter how these obligations

    have arisen.

  6. Payment in discharge of an obligation cannot be made to employees of Pansier who do

    not have an explicit proxy to this purpose.


Force majeure

Article 10

  1. Pansier is not obliged to comply with any obligation towards the counterparty if and in so far as he is impeded to comply with this obligation as a result of a circumstance that is neither due to him nor is attributable to him according to the law, a legal act or generally accepted practice. In such event Pansier has the right to suspend his obligations from the relevant contract during a term he finds reasonable.

  2. Circumstances that are not attributable to Pansier include for instance: fire, water damage, extraordinary weather conditions, disasters, war and threat of war, contagious diseases, government measures, riots, wilful damage, strikes, lockouts, work-to-rule, breakdown of plant or machinery, interruption, a delay in the supply of rationing of raw and auxiliary materials and fuels, and non-compliance with an obligation of a third party from whom Pansier buys goods or services.

  3. If any of the circumstances referred to in paragraphs 1 or 2 occurs, Pansier will notify the counterparty of this as soon as possible, on submission of the available evidence.

  4. If Pansier has suspended the performance of the contract and the period of force majeure lasts longer than 3 (in words: three) months, both Pansier and the counterparty have the right to terminate the contract, without the obligation to pay costs or damages to the other party, except for the provisions of the following paragraph.

  5. If upon the occurrence of the force majeure Pansier has already partly complied or will be able to comply with his obligations under the contract, and the part already performed or yet to be performed has an independent value, Pansier has the right to issue a separate invoice for this part already performed or yet to be performed. The counterparty is obliged to pay this invoice as if there were a separate contract.


Applicable law and choice of forum

Article 11

  1. Dutch law applies to all contracts between Pansier and the counterparty. The applicability of the Vienna Sales Convention as well as any other international regulation that can be excluded, is explicitly excluded.

  2. All disputes arising from the contracts between Pansier and the counterparty must in the first instance be brought before the court of Oost-Brabant in the Netherlands. 



Trentsedijk 3
5411ND Zeeland
Netherlands
E: info@pansier-machinery.nl
M: 0031613368103
MwSt: NL855819583B01

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