GENERAL CONDITIONS FOR DELIVERY TO NON-CONSUMERS

Article 1 General

These conditions are applicable to any tender offer and agreement between WedgeWelly Benelux, hereinafter "User", and one other party to which these User Terms applicable, to the extent of these conditions are not parties expressly and in writing.
These conditions also apply to agreements with user, for which implementation by user third parties should be involved.
These general conditions are also written for the employees of User and its management.
The applicability of any purchase or other conditions of the Other is explicitly rejected.
If one or more provisions of these terms and conditions at any time in whole or in part annulling his or destroyed could be, then continues to the other provisions in these terms and conditions of volledig bepaalde toepassing. User and the other party will enter into negotiations to develop new rules to replace the invalid or void provisions to be agreed, as much as possible the purpose and intent of the original provisions are observed.
If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found "in the spirit of these provisions.
If there is a conflict between parties that do not occur in these conditions is regulated, this situation should be judged by the spirit of these terms and conditions.
If user does not always require strict compliance with these conditions does not mean that its provisions are not applicable, or that User is in any degree would lose the right in other cases the strict observance of the provisions of these terms and conditions.

Article 2 Offers and Deals

All bids and offers of user are free, unless the offer a deadline for acceptance is made. A tender offer expires or if the product on which the offer or the offer relates, in the meantime is no longer available.
User can not have bids or offers to be taken if the other party can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error.
In a bid or offer prices are exclusive of VAT and other government levies, possible under the contract costs, including travel and subsistence, shipping and handling, unless otherwise indicated.
If the acceptance (whether or not to subordinate items) from the tender offer or the offer included then User is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.
A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the price. Offers do not automatically apply to future orders.

Article 3 Contract Duration delivery, implementation and modification agreement

The agreement between User and the Other is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
For the completion of certain work or supply certain cases an agreed period or abandoned, this is never a deadline. Beyond a term is the Other User a written notice of default. You must include a reasonable term to be offered to implement the agreement.
If user needs information from the other party for implementation of the agreement, captures the execution time not earlier than after the Other it is accurate and complete to the User for decision.
Delivery ex works user. The other party is obliged to take things at the time that this be made available to him. If the other party refuses or fails to provide information or instructions necessary for the delivery, the user right things to save the expense and risk of the Other.
User has the right to have certain work done by others .
User has the right in different phases to implement and thus part separately.
If the agreement is implemented in phases to user implementation of the parts belonging to a following stage suspended until the outcome of the Other the preceding stage in writing.
If during the execution of the agreement shows that for a proper implementation is necessary for it to amend or supplement, then parties and by mutual agreement to amend the agreement about. If the nature, scope or content of the agreement, whether or not to request or indication of the Other, the competent authorities et cetera, is amended and the contract would be qualitatively and / or quantity is changed, this may also impact for what was originally agreed. This may initially agreed amount may be increased or decreased. User will advance them as much as possible quotation. By amending the agreement may also specify the initial period of implementation be changed. The other party accepts the possibility of amending the agreement, including the change in price and time of execution.
If the agreement is amended, including a supplement, then User shall be entitled to implement it first having obtained agreement is given by competent person within the User and the other party has agreed to implement the specified price and other conditions, including the then to determine when it will be implemented. Not or not immediately implement the amended agreement does not by default user and for the other party not under the agreement to terminate. Without it in default, the User may request for an amendment to the agreement refuse to grant qualitatively and / or quantitatively, for example, could result in that context for the work or to be delivered.
If the other party in default should be in the proper performance of which which he held against user account, then the other party liable for any damages (including costs) in support of the user thereby directly or indirectly.
If user with the counterparty a fixed price match, the User is nevertheless always be entitled to increase this price without the defendant in that case is entitled to the contract for that reason to dissolve if the increase in price resulting from a power or duty under law or regulation, or it results in an increase in the price of raw materials, wages etc. or any other grounds for concluding the contract reasonably foreseeable.
If the price other than as a result of an amendment to the agreement more than 10% and occurs within three months after signing the contract, only the Other who deserves a job in Title 5 Section 3 of Book 6 BW entitled to an agreement by written notice, unless the user then still willing to the agreement based on the originally agreed to perform, or if the price increase resulting from a power or a user's obligation under the law or if stipulated that the episode is longer than three months after the sale will take place.

Article 4 Suspension, dissolution and termination of the agreement

User, the fulfillment of the obligations to suspend or terminate the agreement if: - The Other obligations under the agreement, does not fully or timely comply - after the conclusion of the contract user learns of circumstances giving good ground to fear that the other party will fulfill the obligations - the other party in concluding the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient - If the delay on the part of the Other no longer user can be expected that it shall at the originally agreed conditions will fulfill User is entitled to terminate the agreement.
In addition, user entitled to terminate the agreement if circumstances arise of such a nature that fulfillment of the contract impossible or if there are other circumstances arise of such a nature that the unaltered maintenance of the agreement not reasonably user can be expected.
If the agreement is dissolved, the user's claims against the Other immediately payable. If user fulfillment of the obligations suspends, he shall retain his rights under the law and agreement.
If User to suspension or dissolution, he is in no way liable for damages and costs in any way arise.
If the dissolution attributable to the Other, User is entitled to compensation for damages, including costs, thereby directly and indirectly.
If the other party from obligations under the contract fails and this failure dissolution justifies, then User shall be entitled to the agreement and with immediate effect to cancel without any obligation to pay any damages or compensation, while the Other, by virtue of default, or for damages or compensation is required.
If the agreement is terminated prematurely by user, will in consultation with the Other arrange for transfer of work to be done to others. That unless the withdrawal is attributable to the Other. If the transfer of work for additional user costs are incurred, they will be charged to the Other. The Other Party shall pay such costs within the period specified, unless user indicates otherwise.
In the event of liquidation, (application of) receivership or bankruptcy of attachment - when and where the seizure was not within three months abolished - against the other party, of debt or other circumstance that the Other is more Fri appear to his ability available, it allows user Fri to delay the agreement and with direct entrance to say Be it the order or agreement to cancel, zonder any obligations to pay any damages or compensation. The user's claims against the Other in that case immediately due and payable.
If the Other an order placed wholly or partially cancel, then the appropriate ordered or ready-made things, increases with the potential to drain, and delivery costs and the implementation of the reserved time, integral to the Other be charged.

Article 5 Force Majeure

User is not obliged to perform any obligation to the other party if he is being hampered due to a circumstance that is not due to debt, and neither under the law, a legal action or generally accepted to be borne.
Force majeure is in these terms and conditions, apart from what the law and jurisprudence, all external causes, foreseen or unforeseen, that user can not influence but which prevents user from his obligations. Strikes in the company of User or third party including. User also has the right to invoke force majeure if the circumstance rendering (further) performance of the contract occurs after user should have fulfilled his obligation.
User can for as long as the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then each party is entitled to terminate the agreement without any obligation to pay damages to the other party.
Insofar user at the time of the force majeure its obligations under the Agreement has been partially fulfilled or will fulfill, and to fulfill or to be an independent value, User is entitled to the already performed or to be part of a separate bill. The Other Party shall pay such invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment must be made in advance, unless otherwise agreed between user and the other party, in a manner to be specified by user in the currency of the invoice, unless otherwise specified by the User. User is entitled to periodic billing.
If the other party defaults in the timely payment of an invoice, then the Party is legally in default. The Other is then a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest. The interest on the due amount will be calculated from the time the other party in default until the moment of payment of the full amount owed.
User has the right by Other payments made to stretch in the first place to reduce the costs, then deducting the interest still due and finally to reduce the principal and accrued interest.
User may, without being in default, to refuse an offer of payment if the other party a different order for the allocation of his payment. User can refuse full payment of principal, if not also the cases and accrued interest and collection costs.
The Other is never entitled to set off by him to the User.
Objections to the amount of a bill to suspend the payment obligation. The Other job not deserve to Section 6.5.3 (Articles 231 to 247 book 6 BW) is not entitled to payment of an invoice for any other reason to suspend.
If the other party in default or omission in the (early) to fulfill his obligations, all reasonable costs incurred in obtaining settlement out of court on behalf of the Other. The extra costs are calculated on the basis of what the Dutch collection practice is currently under the calculation method II report. If, however, higher user charges for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the Other. The Other is on the debt collection costs also include interest.

Article 7 Retention

All users in the context of the delivered goods remain the property of the Other User until all obligations under the user agreement (s) is properly fulfilled.
User-supplied, made pursuant to paragraph 1. under the title, may not be resold and must never be used as payment. The other party is not entitled to under the title falling to pledge or otherwise encumber.
The Other is always to do what was reasonably expected of him may be the property of user secure.
If third parties seize goods delivered under retention of title or rights to establish or exercise, then the Party obligated to User shall immediately notify.
The Other Party is committed to the property to be delivered to insure and keep insured against fire, explosion and water damage and theft, and the policy of this insurance on first request to user to inspect it. Any payment of the insurance User is entitled to these tokens. As far as needed commits itself to the Other against User in advance to his co-operate with all that that in that context is necessary or desirable (turn over).
In case user in the present article to exercise property rights, the other party in advance unconditional and irrevocable consent to user and user-designated third party to all these sites and locations where user's property are located and doing business back take.

Article 8 guarantees, research and advertising, limitation period

The user to be delivered to meet the usual requirements and standards that at the time of delivery could be made reasonably and in which they normally use in the Netherlands are intended. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands, the Other itself to verify its use is suitable for use there and meet the conditions they are made. User may then other warranty and other conditions in respect of the supply business or activity to be undertaken.
In paragraph 1 of this Article shall guarantee is valid for a period of 1 month after delivery, unless the nature of the delivered otherwise or the parties agree otherwise. If the User guarantee provided by a third case which was produced, then the guarantee is limited to those provided by the manufacturer of the case will be provided, unless otherwise indicated.
Any form of guarantee will lapse if a defect is caused by or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance by the other party and / or third party when, without the written consent of User, the other party or parties to the case changes have made or have tried to bring that other cases were confirmed that it is not confirmed to be or if they were processed or modified other than as prescribed. The Other is not entitled to warranty if the defect is caused by or arising from circumstances where user can exert no influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall), et cetera.
The Party is obliged delivered to (do) investigate immediately the moment that things are made available and the relevant activities are carried out. It belongs to the other party to investigate whether the quality and / or quantity of delivered corresponds with what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects within seven days after the User shall be reported. Any defects must not be visible immediately, but in any event within fourteen days of discovery thereof, User shall be reported. The report, a detailed description of the defect, so that user is able to respond adequately. The Other Party must user the opportunity to establish a complaint (do) investigations.
If the other party timely complaint, suspend its commitment not to. The Other continues in that case also required to accept and pay for the otherwise ordered.
If a defect is reported, then the other party is not entitled to repair, replacement or compensation.
If it is determined that a case is flawed and in this regard timely claim has been lodged, then user the defective goods within a reasonable time after the return receipt or, if return is not reasonably possible, written notice in respect of the defect by the Other, the choice of user, replace or ensure restoration Be it replacement fee to the Other comply. In case of replacement is obliged to replace the matter to the User to return the property and report to user unless user indicates otherwise.
If it is established that a complaint is unfounded, then the costs it incurred, including research costs, in support of the user thereby cases, for the account of the Other.
After the warranty period, all costs for repair or replacement, including administration, postage and wire costs, to the Other be charged.
Notwithstanding the statutory limitation periods, the extinction of all claims and defenses against User and the User in the performance of a contract third parties, one year.

Article 9 Liability

If User liable, this liability is limited to what is covered by this provision.
User shall not be liable for damage of whatever nature, created by User is assumed by or on behalf of the Other incorrect or incomplete data.
Should user be liable for any damages, then the liability of User restricted to a maximum of twice the invoice value of the order, at least for that part of the order which the liability relates.
User's liability is always limited to the amount of the benefit of its insurer, as appropriate.
User is solely responsible for direct damage.
Direct damage is only the reasonable costs incurred to establish the cause and extent of the damage, where the establishment relates to damage under these conditions, any reasonable costs incurred for the poor performance of the User Agreement to answer, so far as this can be attributed to user and reasonable costs incurred to prevent or mitigate damage, insofar as the Other shows that these costs have led to the limitation of direct damage under these conditions.
User is never liable for indirect damages, including consequential damages, lost profits, lost savings and damage due to business stagnation.
In this article are the limitations of liability in force not apply if the damage is due to intent or gross negligence of User or his senior geschikten.

Article 10 Transfer of Risk

The risk of loss, damage or loss on the Other goes on at the moment things to the Other in the power of the Other be charged.

Article 11 Indemnification

User indemnifies the other party for any claims by third parties, in connection with the implementation of the damage suffered and whose cause other than User accountable.
If user accordingly by third parties should be addressed, then the Party User account both outside and in law to assist and immediately what to do for him in that case can be expected. If the Other failure to take adequate action, the user, without notice, entitled to do so themselves. All costs and damages on the part of User and third parties are created, are for the account and risk of the Other.

Article 12 Intellectual property

User reserves the rights and powers for which he is entitled under the Copyright and other intellectual laws and regulations. User has the right by the execution of an agreement at his side increased knowledge for other purposes, provided this is not strictly confidential information of the other party to the notice of third parties.

Article 13 Applicable law and disputes

To all legal relationships where User is a party, only Dutch law applies even if a contract wholly or partly abroad to be given or if the parties involved in the legal relationship is domiciled there. The applicability of the CISG is excluded.
The judge in the place of user has exclusive jurisdiction over disputes, unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to the competent court according to law.
The parties will first appeal to the courts after they turn to the utmost to solve a dispute by mutual consultations.

Article 14 Location and change policy

These conditions can be read on the website under the heading www.WedgeWelly.nl Conditions.
When price inquiries, order placements are always the general conditions attached to it.