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General Terms and Conditions of Sale and Delivery Neocooper Industrial Solutions

VAT number: NL251085752B01Chamber of Commerce number: 62099272

 

General

  1. These general terms and conditions of sale and delivery apply to all offers, acceptances, agreements, deliveries of goods and services, unless explicitly agreed otherwise in writing with Neocooper Industrial Solutions.
  2. Definitions:
    1. The following definitions apply in these general terms and conditions of sale and delivery:
      1. Customer”: The natural person or legal entity who has entered into, enters into or intends to enter into an agreement with Neocooper Industrial Solutions for the supply of goods and / or services.
      2. Neocooper Industrial Solutions”: Neocooper Industrial Solutions, registered with the Chamber of Commerce in Roermond under number 62099272.
      3. Goods”: The movable property or an assembly of movable property that Neocooper Industrial Solutions intends to deliver, delivers or has delivered to the customer on the basis of an agreement.
      4. Services”: The services that Neocooper Industrial Solutions aims to deliver, delivers or has delivered to the customer on the basis of an agreement.
      5. Agreement”: An agreement concluded between Neocooper Industrial Solutions and the customer with regard to the delivery of services and / or goods.
  3. The agreement is formed between Neocooper Industrial Solutions and the customer by acceptance of the written order confirmation from Neocooper Industrial Solutions by the customer.
  4. The applicability of any purchase and / or other conditions of the customer is explicitly rejected.
  5. If one or more provisions of these general terms and conditions of sale and delivery are at any time wholly or partially destroyed or declared null and void by the court, this will not affect the operation of the other provisions.

Quotations and offers

  1. All quotations and offers from Neocooper Industrial Solutions are without obligation and no rights can be derived in any way from the quotation or offer.
  2. Quotations and offers from Neocooper Industrial Solutions are based on the information provided by the customer. The customer guarantees that he or she has provided all essential and important information for the design, implementation and completion of the agreement to Neocooper Industrial Solutions on time and truthfully.
  3. Neocooper Industrial Solutions cannot be held to a quotation or offer if the customer can reasonably understand that (part of) the quotation or offer contains an obvious mistake or error.
  4. A composite quotation or offer does not oblige Neocooper Industrial Solutions to redo or deliver part of the quotation or offer against a corresponding part of the stated price.
  5. Quotations and offers do not automatically apply to future orders and / or repeat orders.

Prices

  1. Without prejudice to the provisions elsewhere in these terms and conditions and unless indicated or agreed, the prices of our goods and services are calculated in Euro and are exclusive of turnover tax, legal import and customs tariffs, transport and packaging costs, insurance costs and costs of assembly and / or instruction.
  2. If Neocooper Industrial Solutions agrees a fixed price with the customer, Neocooper Industrial Solutions is entitled to increase this price, without the customer being entitled to terminate the agreement for that reason, if the increase in the price results from an authority. or obligation under the law or regulations or is caused by an increase in cost-determining factors such as the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
  3. Neocooper Industrial Solutions has the right to pass on costs and price increases that may arise or become aware of for the performance of services or delivery of goods. This includes the increase in supplier prices, transportation and transportation costs, costs due to currency changes and increases in government taxes.
  4. All prices are valid at the latest until the date stated in the quotation or offer.

Agreement

  1. The agreement is considered to be concluded from the day of signing by the customer or the day of dispatch of the written order confirmation by Neocooper Industrial Solutions to the customer.
  2. The agreement is entered into, unless stated otherwise, until all obligations of the customer and Neocooper Industrial Solutions have been fulfilled.

Customer cooperation

  1. The customer will always, solicited and unsolicited, provide all relevant information to Neocooper Industrial Solutions that he / she needs for a correct execution of the assignment given to him / her.
  2. If information necessary for the execution of the agreed assignment is not made available by the customer, is not made available on time or not in accordance with the agreements made, or if the customer has not fulfilled his / her (information) obligations in some other way, Neocooper Industrial Solutions authorized to suspend the execution of the agreement.
  3. In order to ensure that the execution of the assignment proceeds properly and as much as possible according to the time schedule, the customer will make employees of his / her own organization available in a timely manner, unless the nature of the assignment dictates otherwise. The customer must ensure that his / her personnel have the right skills and experience to conclude the agreement.
  4. If additional costs arise for Neocooper Industrial Solutions as a result of the non-availability, late or improper provision of personnel, requested information, documents and facilities by the customer, these costs will be borne by the customer.

Delivery time

  1. Delivery times stated or agreed by Neocooper Industrial Solutions are not fixed or binding and are subject to unforeseen circumstances. Neocooper Industrial Solutions will at all times make every effort to deliver the order within the agreed term.
  2. If the agreed delivery period is exceeded, other than due to force majeure, the customer can give Neocooper Industrial Solutions a written notice of default and if Neocooper Industrial Solutions does not fulfill its obligations within 30 days, the customer can dissolve the agreement in writing.
  3. If the agreed delivery term is exceeded as a result of force majeure, being due to circumstances independent of will at Neocooper Industrial Solutions or third parties, such as in the case of negligence on the part of suppliers, strikes, import, export and transport obstacles, business disruptions, government interference, etc., Neocooper Industrial Solutions has the right to postpone the execution or completion of the agreement or to dissolve it in writing. If the situation of force majeure lasts longer than 90 days, the customer can dissolve the agreement in writing.
  4. Under no circumstances is the customer entitled to compensation and / or recourse claims if the agreed delivery period is exceeded.

Transport and delivery

  1. Unless otherwise agreed, Neocooper Industrial Solutions takes care of the transport of goods and determines the mode of transport.
  2. Unless otherwise agreed, delivery takes place ex-works of the supplier. Neocooper Industrial Solutions uses Ex-Works as “Incoterms”, unless otherwise agreed with the customer.
  3. The customer is obliged to purchase the goods and / or services when they are made available. If the customer refuses the delivery or has to be postponed due to negligence, the risk will pass to the customer from the day that shipment could have taken place and Neocooper Industrial Solutions is entitled to charge storage costs to the customer in accordance with the method used by Neocooper Industrial Solutions rate.
  4. Neocooper Industrial Solutions is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
  5. The customer is obliged to inspect the delivered goods or have them examined immediately after the goods or services have been made available to the customer.

Retention of title

  1. All goods delivered by Neocooper Industrial Solutions remain the property of Neocooper Industrial Solutions until the customer has fulfilled his / her (payment) obligations towards Neocooper Industrial Solutions.
  2. Les marchandises couvertes par la réserve de propriété ne peuvent être revendues ou utilisées comme moyen de paiement. Le client n'est pas non plus autorisé à mettre en gage ou grever de quelque autre manière que ce soit les biens relevant de la réserve de propriété.

Terms of payment

  1. Payment is made within 30 days of the invoice date in a manner to be indicated by Neocooper Industrial Solutions in Euros without deduction or settlement, unless expressly agreed otherwise.
  2. If the customer fails to pay on time, he / she is in default by operation of law and the customer owes the statutory (commercial) interest. In that case, the customer owes interest on each month, or part of the month, whereby part of the month is regarded as the entire month. The interest on the due amount will be calculated from the moment that the customer is in default until the moment of payment of the full amount due.
  3. From the moment the customer is in default, the customer is also obliged to reimburse all judicial and extrajudicial costs and execution costs to be incurred in connection with the collection of the invoiced amounts. The extrajudicial costs are set at 15% of the principal sum, with a minimum of € 100.00 excluding VAT, unless the law provides otherwise.
  4. Payments serve in the first place to reduce the costs, then to reduce the interest that has arisen and finally to reduce the principal sum and the current interest.
  5. Complaints regarding the amount of the invoice must be submitted in writing within 7 days of the invoice date. After that period, complaints will no longer be processed and the customer's right to complain lapses. The customer is never entitled to set off the amount owed by him / her to Neocooper Industrial Solutions.

Suspension and termination

  1. Neocooper Industrial Solutions is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if:
  2. The customer does not, not fully or not timely fulfill the obligations under the agreement or Neocooper Industrial Solutions has good reason to fear that the customer will fail in those obligations;
  3. At the conclusion of the agreement, the customer was requested to provide security for the fulfillment of his / her obligations under the agreement and this security is not provided or is insufficient;
  4. there is a question of (an application for) liquidation of the customer, the customer has been granted a moratorium, the customer has been declared bankrupt, the Natural Persons Debt Restructuring Act has been declared applicable to the customer or the customer is placed under guardianship, the customer is free to dispose of it loses all or part of his / her assets or income, the customer sells his / her company or if an attachment is levied against the customer and this attachment is not lifted within 3 months.
  5. Neocooper Industrial Solutions is also authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances arise otherwise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be attributed to Neocooper Industrial. Solutions may be required.
  6. If Neocooper Industrial Solutions proceeds to suspension or dissolution, it is in no way obliged to compensate damage or costs incurred in any way.
  7. If Neocooper Industrial Solutions proceeds to dissolve the agreement, the claims of Neocooper Industrial Solutions on the customer are immediately due and payable.
  8. If the dissolution is attributable to the customer or Neocooper Industrial Solutions must suspend the execution of the agreement as stated in this article and / or under article 5.2 of these general terms and conditions, the customer is obliged to pay the direct and indirect damage and costs resulting from this to Neocooper. Industrial Solutions.
  9. Neocooper Industrial Solutions may at all times require further security, in the absence of which Neocooper Industrial Solutions may suspend the execution of the agreement. If this request is not complied with to the satisfaction of Neocooper Industrial Solutions, Neocooper Industrial Solutions is entitled to suspend or refuse the execution of all agreements with the customer, without being obliged to pay any compensation itself and without even renouncing his / her / its other rights under this agreement or the law.

Samples or models

  1. If the customer has shown or provided a sample or model, it is presumed to have been provided only as an indication without the item having to answer it, unless it is expressly agreed that the item will correspond with it. The products offered and shown are clearly and as completely as possible truthfully depicted and described as may reasonably be expected.
  2. Unless otherwise agreed, all samples and / or models remain the property of Neocooper Industrial Solutions.
  3. If the customer explicitly requests the sending of samples, these, including any shipping costs, must always be paid by the customer.
  4. Specially requested samples must always be taken and paid for when the order is not placed or canceled.

Complaints and warranty

  1. If the customer does not make a written complaint to Neocooper Industrial Solutions within 8 days after he / she has discovered or should have discovered a defect in the performance of Neocooper Industrial Solutions, the customer can no longer invoke this defect.
  2. Neocooper Industrial Solutions guarantees that the goods to be delivered meet the usual requirements and standards that can be set for them and are free from any defects.
  3. Neocooper Industrial Solutions does not guarantee the correct working method after installation of the delivered goods outside the guarantees and conditions used by the manufacturer and / or producer.
  4. The customer is not entitled to suspend his / her (payment) obligations if the customer believes he has any right to complain.
  5. The customer must give Neocooper Industrial Solutions the opportunity to investigate a complaint or have it investigated.
  6. In the event of well-founded and timely complaints, Neocooper Industrial Solutions will, at its discretion and without prejudice to the agreed warranty conditions, ensure the implementation or delivery of the missing items, repair or replacement. If Neocooper Industrial Solutions is unable to resolve the reason for the complaint after 3 attempts at repair or replacement, the customer has the right to dissolve the agreement against return of the goods and a proportional crediting of the invoice amount, after this has been agreed with the producer of the goods consultation has been conducted.
  7. A complaint is unfounded and inadmissible if a defect or damage arises as a result of a wrong or careless action by the customer and / or his employees.
  8. If it is established that a complaint is unfounded, the costs incurred by Neocooper Industrial Solutions in this respect will be fully borne by the customer.

Force of the majority

  1. If Neocooper Industrial Solutions cannot, not timely or not properly fulfill his / her obligations under the agreement as a result of a cause that cannot be attributed to him / her, those obligations will be suspended until Neocooper Industrial Solutions is still able to do so on the agreed manner. Force majeure is in any case understood to mean illness on the part of Neocooper Industrial Solutions.
  2. If the period in which compliance with the obligations of Neocooper Industrial Solutions is not possible due to force majeure lasts longer than two months, the parties are authorized to dissolve the agreement without the customer having any right to compensation. That which has already been performed under the agreement will then be settled proportionately.

Liability

  1. Neocooper Industrial Solutions is not liable for damage, of whatever nature, caused by Neocooper Industrial Solutions based on incorrect and / or incomplete information provided by or on behalf of the customer.
  2. Unless and insofar as dictated otherwise by law or in case of intent and gross negligence, Neocooper Industrial Solutions is not liable for the consequences and / or damage, direct or indirect, caused by and / or arising from agreements executed by Neocooper Industrial Solutions.
  3. If Neocooper Industrial Solutions should be liable for any damage, then the liability of Neocooper Industrial Solutions is limited to a maximum of the invoice amount, at least to that part of the amount to which the liability relates. The liability of Neocooper Industrial Solutions is in any case always limited to the amount paid out by his / her insurer, as appropriate.
  4. Neocooper Industrial Solutions is only liable for direct damage.
  5. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to provide the defective performance of Neocooper Industrial Solutions. to have the agreement answered, insofar as these can be attributed to Neocooper Industrial Solutions and reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
  6. Neocooper Industrial Solutions is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.

Confidentiality

  1. The customer and Neocooper Industrial Solutions undertake to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been reported by the other party or if this arises from the nature of the information.
  2. If Neocooper Industrial Solutions is obliged on the basis of a statutory provision or a court decision to also provide confidential information to third parties designated by law or the competent court and Neocooper Industrial Solutions cannot invoke a right of non-disclosure in this regard, Neocooper Industrial Solutions not obliged to pay compensation or indemnification and the customer is not entitled to terminate the order on the basis of any damage caused by this.
  3. The customer and Neocooper Industrial Solutions will impose their obligations under this article on any third parties to be engaged by them.

Processing of Personal Data

  1. Insofar as Neocooper Industrial Solutions processes personal data of a counterparty during the execution of the agreement, these personal data will be processed in a proper and careful manner, in accordance with the Personal Data Protection Act and General Data Protection Regulation. Neocooper Industrial Solutions refers to the Privacy Statement for further information.
  2. In addition to the preceding paragraph 1, Neocooper Industrial Solutions notes that appropriate technical and organizational measures will be taken to protect the personal data processed by a counterparty against loss or any other form of unlawful processing, taking into account the current state of the technique and the nature of the processing

Intellectual property

  1. All models, works and / or inventions developed by Neocooper Industrial Solutions in advance are and remain the property of Neocooper Industrial Solutions. This also includes all intellectual property rights including, but not limited to copyrights, design rights and / or patent rights.
  2. Tous les documents fournis par Neocooper Industrial Solutions au profit du client, tels que les rapports, les programmes informatiques, les conceptions de systèmes, les méthodes de travail, les conseils et les contrats, peuvent être utilisés par le client et peuvent être multipliés par le client pour son propre usage dans sa propre organisation. Les documents fournis par Neocooper Industrial Solutions ne peuvent être rendus publics, reproduits ou exploités ou portés à la connaissance de tiers par le client sans le consentement écrit préalable de Neocooper Industrial Solutions, sauf si la nature des documents fournis l'exige autrement.

Vrijwaring derden

  1. The customer indemnifies Neocooper Industrial Solutions against possible claims from third parties who suffer damage in connection with the implementation of the agreement and the cause of which is attributable to other than Neocooper Industrial Solutions.
  2. The customer is obliged to assist Neocooper Industrial Solutions both in and out of court if Neocooper Industrial Solutions is sued on the basis of the first paragraph of this article and to immediately do everything that may be expected of her / him in that case. If the customer fails to take adequate measures, Neocooper Industrial Solutions is entitled to do so itself without notice of default. All costs and damage on the part of Neocooper Industrial Solutions and third parties that arise as a result, are fully for the account and risk of the customer.

Expiration period

  1. Contrary to the statutory limitation periods, the limitation period for all claims and defenses of the customer against Neocooper Industrial Solutions is one year.

Applicable law

  1. All agreements between Neocooper Industrial Solutions and the customer are exclusively governed by Dutch law.
  2. The applicability of the Vienna Sales Convention is excluded.
  3. Without prejudice to the right of Neocooper Industrial Solutions to submit a dispute to the competent court according to the law, disputes between parties will in the first instance be submitted to the competent court in the place of business of Neocooper Industrial Solutions, according to the Court of Limburg in Maastricht, unless the law prescribes otherwise.