Terms and Conditions
General terms and conditions of the private company with limited liability FM Electro B.V. (hereinafter: FM Electro) with its registered office in Hoornaar and in fact at Dorpsweg 131c in (4221 LL) Hoogblokland, registered with the Chamber of Commerce in Tiel under number 11048236
Article 1 Applicability
1.1. Unless expressly agreed otherwise in writing, these general terms and conditions apply to all quotations, agreements and/or deliveries from FM Electro.
1.2 The applicability of the general terms and conditions used by the other party is expressly excluded.
Article 2 Conclusion of Agreements
2.1 Unless expressly agreed otherwise in writing, all offers and quotations from FM Electro are without obligation and must be regarded as an invitation to make an offer.
2.2 An agreement will only be concluded after written confirmation by FM Electro or after FM Electro has executed or delivered in accordance with the order.
2.3 Changes to an order only bind FM Electro after written acceptance.
2.4 Offers and quotations are valid for a period of 30 days, unless otherwise agreed in writing.
Article 3 Prices
3.1 Unless expressly agreed otherwise in writing, the price applies in accordance with the quotation.
3.2 FM Electro reserves the right to pass on any interim cost-increasing factors to the other party three months after entering into the agreement, insofar as the price increase does not exceed 10% of the original price. If the price increase exceeds 10% of the original price, the other party has the right to terminate the agreement within 8 days after becoming aware of the price increase.
3.3. Unless otherwise agreed in writing, all prices are exclusive of sales tax and other levies imposed by the government.
Article 4 Delivery
4.1 The stated delivery times are only approximate and are without obligation.
4.2 If FM Electro exceeds a delivery period, the other party can only cancel the goods after it has summoned FM Electro by registered letter. FM Electro then has the right to deliver the goods in whole or in part within 20 working days.
4.3 If the other party does not accept delivery of the goods by FM Electro without justified complaints, the goods will be kept available at its expense and risk. FM Electro then has the right to demand full compliance with the agreement or to dissolve the agreement in writing, in which case the other party will be entitled to immediately payable damages amounting to 30% of the invoice amount towards FM Electro. This is without prejudice to FM Electro’s right to claim full compensation.
4.4 Unless expressly agreed otherwise in writing, deliveries are ex-factory.
Article 5 Payment and Default
5.1 Payment must be made within 30 days after the invoice date, or on a date to be determined in writing by the parties. Payment must be made without settlement or suspension for whatever reason and without the other party being allowed to block its payment obligation by seizing it or otherwise.
5.2 If the term referred to in the previous paragraph of this article is exceeded, the other party will be in default by operation of law, without any notice of default being required. In that case, the other party owes interest on the outstanding amount of 1% per month, from the date on which the sum due has become due until the time of payment, whereby parts of a month are counted as a whole month. all this without prejudice to the other rights of FM Electro.
5.3 If the other party is in default or in default in the (timely) fulfillment of its obligations with regard to an agreement or if it is clear that the other party will not be able to fulfill its obligations towards FM Electro, or will not be able to do so fully and/or in a timely manner, or the other party has been declared bankrupt, or a request has been made to this effect, is requesting a suspension of payments, has been placed under guardianship, or whether there is any seizure at his expense or there is liquidation of his company, FM Electro has the right to suspend performance under all agreements existing between the parties, or to dissolve the agreements with the other party in whole or in part, without any notice of default or judicial intervention and without being obliged to pay any compensation, and any obligations of the other party are immediately due and payable under all agreements existing between the parties.
5.4 In the event of default by the other party, it is obliged to pay all extrajudicial collection costs. In any case, the other party owes 15% of the outstanding invoice amount with a minimum of € 50.
Article 6 Force majeure
6.1 In the event of force majeure, FM Electro has the right to either suspend fulfillment of its obligations towards the other party or to dissolve the agreement in whole or in part without judicial intervention and without FM Electro being obliged to pay any compensation.
6.2 Force majeure means circumstances that prevent the fulfillment of the agreement and that cannot be attributed to FM Electro and occur beyond its control. Such circumstances include: war, threat of war, riots or other disruption of public order, fire, natural disasters, strikes, restrictive government measures, as well as the complete or partial failure of third parties from whom goods or services are received.
Article 7 Retention of title
7.1 All goods delivered by FM Electro remain the property of FM Electro until full payment of the amount owed to FM Electro, including interest, costs and damages.
7.2 If it is clear that the other party has not, not fully and/or not timely fulfilled its obligations to FM Electro, or will not be able to do so, FM Electro is irrevocably authorized, without notice of default being required, to return the goods still belonging to it for to retrieve the other party’s account or have it retrieved from the place where they are located. The other party is obliged to cooperate in this.
7.3 FM Electro has the right at any time before making delivery, to demand payment or to demand guarantees for the fulfillment of the other party’s obligations. FM Electro expressly reserves the right to make cash on delivery deliveries. If the other party does not provide security in a timely manner, Article 4.3 of these general terms and conditions applies.
Article 8 Advertising
8.1 The other party is obliged to thoroughly inspect the goods for defects immediately after delivery.
8.2 Complaints regarding visible defects must be notified to FM Electro in writing within 5 workable days after the day of delivery.
8.3 Complaints regarding invisible defects must be notified to FM Electro in writing within 5 workable days after discovery of the defect.
8.4 Complaints never give the other party any right to suspend payment of the purchase price or additional costs, in whole or in part, while any claim for settlement is expressly excluded.
8.5 If a complaint is accepted as valid by FM Electro, the other party must return the relevant goods to FM Electro, carriage paid and insured. Returned goods will only be accepted by FM Electro if, except in the case of transport damage, they are in new condition, at the discretion of FM Electro. Accepted returns will be credited by FM Electro to the other party for the amount invoiced, or for the amount that would have been invoiced for the same items at the time of crediting, if the latter amount is lower.
8.6 The right to complain lapses if FM Electro is not given the opportunity to investigate the complaints or have them investigated within 14 days of notification.
Article 9 Liability
9.1 FM Electro is only liable for damage suffered by the other party as a result of a shortcoming, tort or otherwise if the damage is directly and solely the result of gross negligence or intent on the part of FM Electro.
9.2 In the event that FM Electro is obliged to pay any compensation, this compensation is limited to a maximum of the amount paid out under its (liability) insurance. If the insurance does not pay out, any compensation for whatever reason will be limited to the invoice amount relating to the delivered goods.
9.3 FM Electro is under no circumstances liable for damage caused by exceeding deadlines, nor for consequential damage or indirect damage, including damage due to lost profits or missed savings.
Article 10 Changes to general terms and conditions
FM Electro reserves the right to make changes to these general terms and conditions. If the other party has not protested in writing within one month after written notification, it will be deemed to have agreed to the change(s).
Article 11 Applicable law
Dutch law applies to all agreements between FM Electro and the other party.
Article 12 Disputes
Unless behavioral provisions dictate otherwise, all disputes will be submitted to the competent court.