Columbus Spare Parts B.V.
Witte Paal 335
1742 LE Schagen
Telefoon: 0224 722456
KVK nr: 87524708
BTW- nr: NL864319198B01
COLUMBUS SPARE PARTS B.V.GENERAL TERMS AND CONDITIONS FOR SALES AND SERVICES.
Schagen 13-07-2022
Only the latest version of these terms and conditions or the version at the time and date of signing the agreement are applicable.
Definitions
The definitions used in these terms and conditions shall mean the following:
“Company” shall mean COLUMBUS SPARE PARTS B.V.having its registered office on Witte paal 335, 1742LE Schagen, supplying services or goods under this agreement.
“Customer” means the person, firm or company specified as such in any agreement to which any services or equipment is supplied by company.
“Agreement” shall mean the commercial, technical and legal documents issued by company to describe and govern the supply of sales and services and such documents issued by the customer and accepted by company.
“Third party” shall mean any company that is no subsidiary of Company but is required to perform the services subject to these terms and conditions.
1. General
- These conditions are applicable to any quotation and/or agreement between COMPANY and CUSTOMER and shall supersede any other terms & conditions supplied by the CUSTOMER unless expressly agreed by COMPANY.
- These terms and conditions shall also be applicable on agreements between COMPANY and any third parties whom are required to supply the services as agreed with CUSTOMER.
- When one or more of these terms are partially or entirely void these terms and conditions shall remain applicable until its replacements is discussed and mutual agreed.
- Should there be any unclearness about the meaning of any of these terms and conditions than the specific term and or condition unclear shall be interpreted with a common sense approach.
2. Obligations
- Customer shall provide accurate data and any other relevant documentation required to perform the services as agreed between customer and company.
- The goods and services provided by company shall comply with any local legislation and the reasonably expected applicable standards.
3. Quotations, Offers and pricing
- All quotations, offers and price proposals are free of obligations and are non-binding unless explicitly stated. Quotations, offers or price proposals will expire after 30 days unless stated otherwise in the proposal.
- Company shall not be held obligated to perform sales or services when Customer can reasonably assume or understand that pricing or terms and conditions mentioned are mistakes and/or typos.
- Pricing indicated in any form is excluding VAT and/or any other legislative costs or customs charges unless specifically indicated.
- In case the acceptance of a proposal deviates from the terms and conditions as put forth by company, then company shall not be obliged to follow those terms and conditions unless specifically agreed.
- Company reserves the right to amend the technical proposals as required, providing the objective as set out in customers request will be met with no compromise towards achievement of the objective.
- Information (drawings, calculations, programs, procedures etc.) accompanying any commercial documents is as accurate as possible but shall not be binding.
4. Agreement, execution and amendments
- The agreement between company and customer shall be for an indefinite period unless the nature of the agreement causes it to naturally end the agreement or if customer and company specifically agreed otherwise.
- Company shall be able to use third parties in order to perform the work.
- In case it becomes necessary, during execution of the work under this agreement, to amend this agreement or the pricing then both parties shall review the agreement and mutual agree to the amendment before continuing with the work.
- When this agreement is not confirmed in writing and both parties carry out the work and adhere to their obligations under this agreement, company considers the invoice as being a confirmation of this agreement.
5. Delivery
- Equipment shall be shipped EX works in accordance with Incoterms 2010.
- Delivery date of goods shall be mutual agreed and shall be tentative unless specifically agreed. Company shall not be obliged to meet this date when information required for the work is not given, received too late, inaccurate or otherwise incomplete.
6. Termination
- Customer shall have the right to terminate the agreement in writing whenever deemed required. In such case, customer shall pay any costs incurred by or on behalf of company. Customer shall be release from such cost when a cancelation charge is explicitly agreed.
- Company shall have the right to terminate the agreements when:
• Customer does not adhere to its obligations as described in this agreement.
• Adhering to the obligation is made impossible due to events out of company’s control. - When company is going into liquidation, becomes bankrupt or insolvent then customer shall have the right to terminate the agreement in writing to company.
- Should termination of the agreement be in effect as per clause 6.3, company shall be paid in full for any goods or services delivered.
7. Payment
- Payment of invoices is due within 30 days of receipt by customer unless agreed otherwise in writing. In the event of late payment, an interest of 2% per month, or part thereof, overdue on all due payments shall be charged.
- Company shall invoice customer upon completion of the work and/or goods delivered unless specifically agreed otherwise.
- Any objections against invoices will not delay the payment due date.
- When customer is going into liquidation (for amalgamation, restructuring or any other reason) or becomes bankrupt, all claims, sums or invoice will become immediately due for payment.
8. Force Majeure
- Force majeure as mentioned in these terms and conditions means: Events or circumstances that prevents company to perform the obligations under the agreement. These circumstances and events might be strikes, lockouts, or other industrial disturbances, terrorist acts, (whether actual, threatened or reasonably perceived), acts of public enemies, wars, blockades, insurrections, riots, epidemics, landslides, fires, floods, civil disturbances, explosions and any other causes not within the control of the parties in the agreement.
- During the Force Majeure all obligations are suspended. Should the Force Majeure take longer than one (1) month, both parties have the right to terminate the agreement.
9. Retention of title
- Company shall retain the right of ownership of any delivered equipment until all obligations of customer are fulfilled or adhered to.
- Customer shall act upon what can reasonably be expected when equipment is delivered under retention of title.
- Company is herewith entitled to take back the equipment under retention of title without prior warning. Customer hereby permits company to enter any premises where equipment is stored.
10. Warranty
- Company warrants that services and goods supplied are free from defects in both workmanship and materials. In the event of a breach of this warranty company shall not be held liable on account of these defective services or goods.
- The warranty becomes void in the event: materials or services are used in circumstances other than meant for those types of materials and services; materials are amended, changed or modified without companies approval.
- Upon receipt of materials, customer shall inspect the goods on any visible damages or defects and shall inform company of such damage or defect within four (4) days of receipt.
- When it is confirmed that delivered goods or services are damaged or contain defects and company has been informed within the four (4) day period, company shall replace and/or repair such goods or services within a reasonable time after receipt of damaged goods.
- Company shall not be liable for any effects resulting from any defects on goods or services.
11. Liability
- Whenever company shall be held liable then these liabilities shall be limited to those liabilities as set forth in this document.
- Company shall not be liable for any damages of any nature resulting from inaccurate, incomplete or old information put forth by customer to company.
- The liability of company is initially limited to the amount of the invoice.
- Company shall under no circumstances be liable for any personal injury including death or disease to any person employed by customer and its subsidiaries, affiliates and/or subcontractors.
- Company shall under no circumstances be liable for any indirect damages including, but not limited to, consequential loss, revenue loss, loss of production and damages to customer owned or hired properties.
- Customer shall release, save, indemnify, defend and hold harmless company from and against any and all claims, costs, damages, losses, liabilities, expenses and proceedings resulting out of this agreement and with respect to:
• Personal injury including death or disease to any person employed by customer and its subsidiaries, affiliates and/or subcontractors.
• Indirect damages including, but not limited to, consequential loss, revenue loss, loss of production and damages to customer owned or hired properties. - All indemnities given in clause 11 shall be applicable irrespective of the cause and despite breach of duty (whether statutory or otherwise) of the indemnified party.
- Company shall not be liable in respect of incomplete or incorrect advice given by company to customer.