Allgemeine Lieferbedingungen

GENERAL TERMS OF DELIVERY

From:

Spirello B.V.

Chamber of Commerce: 61929387

Article 1: Applicability

1.1 These General Terms of Delivery (hereinafter: “Terms”) apply to every offer and quotation made by Spirello B.V. (hereinafter: “Spirello”) and to every Agreement concluded between Spirello and a Customer.

1.2 Deviation from these Terms and Conditions is subject to written confirmation by Spirello. Unless otherwise agreed, deviations from these Terms and Conditions shall only apply in respect of the relevant offer, quotation or agreement.

1.3 Spirello shall not be bound to the Customer’s Terms and Conditions unless Spirello expressly agrees to them in writing. If Spirello agrees to the applicability of Customer’s Terms and Conditions, Spirello’s Terms and Conditions shall otherwise remain in force.

1.4 Spirello is entitled to amend these Terms and Conditions at any time, whereupon Customer shall also be bound by such amendments after having been notified thereof.

1.5 If any provision of these Terms is voided or declared unenforceable, the remaining provisions of these Terms shall remain in full force and effect. Instead of that annulled or declared unenforceable provision, that which has the same purport as far as permissible shall apply.

Article 2: Offers, Agreements and prices

2.1 Offers and quotations made by Spirello are without engagement and subject to reservation. Customer cannot derive any rights from any errors in an offer or quotation. Offers and quotations made by Spirello do not necessarily apply to repeat orders.

2.2 A contract between Spirello and Customer will only be concluded after written confirmation from Spirello.

Article 3: Delivery

3.1 Delivery dates quoted by Spirello are approximate, unless otherwise agreed.

3.2 Simply exceeding the delivery date by Spirello does not constitute a breach of contract.

3.3 Delivery takes place when actual possession of the goods is transferred to the Customer.

3.4 Minor deviations in the quantity of goods shall not constitute a breach of contract.

3.5 If so, the transport costs of the goods shall be borne by the Customer.

3.6 The goods shall be at the Customer’s risk from the moment of delivery.

3.7 Spirello is entitled to engage third parties for the purpose of execution of the contract on behalf of the Customer, if agreed between Spirello and the Customer, or if in Spirello’s opinion it is necessary for the execution of the contract.

Article 4: Payment

4.1 Payments from the Customer to Spirello shall be made in Euros.

4.2 Payment shall be due and payable by Customer within 14 days from invoice date, unless otherwise agreed.

4.3 Without prejudice to Spirello’s other rights, if the Customer fails to meet the payment deadline referred to in Clause 4.2, the Customer shall be liable to pay a penalty of 1% of the invoice amount, in addition to statutory commercial interest, as from the day after the payment deadline.

4.4 If the Customer fails to comply with the payment deadline referred to in Clause 4.2, Spirello is entitled, without notice of default, to immediately suspend all deliveries to the Customer until the amount is paid in full or sufficient security has been provided.

4.5 Settlement by the Customer is only possible with Sprirello’s consent.

Article 5: Retention of title

5.1 Ownership of goods delivered by Spirello to the Customer shall not pass from Spirello to the Customer until the Customer has fulfilled its payment obligations (including any additional costs) vis-à-vis Spirello in full.

5.2 The Customer is obliged to handle and store Spirello’s goods with due care. The Customer is also obliged to take out adequate insurance.

5.3 As long as ownership of the goods has not yet passed to the Customer, he is obliged to ensure the continued presence of Spirello’s means of identification on the goods in storage. If this is not possible, the Customer shall provide a system by which the goods can be identified.

5.4 If the Customer fails to fulfil its payment obligations to Spirello, the Customer shall, upon Spirello’s request, be obliged to grant Spirello and/or a third party hired by Spirello, access to its storage as soon as possible in order to allow Spirello to recover its property.

5.5 The Customer is obligated to cooperate, upon Spirello’s first request, in the pledging of claims the Customer obtains against third parties purchasing Spirello goods from the Customer.

Article 6: Complaints

6.1 Upon receipt of the goods, the Customer is obliged to thoroughly examine whether the goods delivered by Spirello comply with the agreement.

6.2 If, according to the Customer, the goods delivered by Spirello do not comply with the contract, the Customer shall inform Spirello in writing within 48 hours, stating the defects or shortcomings found by the Customer. If the Customer does not complain within 48 hours after delivery, the goods delivered by Spirello are in conformity with the agreement.

6.3 Spirello is not liable to pay any compensation to the Customer if the Customer cannot prove that it transported and/or stored the goods in accordance with industry standards.

6.4 Customer may return goods delivered by Spirello to Spirello only after written approval by Spirello. Any transport costs shall be borne by the Customer, unless it turns out that Spirello is liable for the defects.

Article 7: Liability

7.1 Except in case of intent or deliberate recklessness on the part of Spirello, Spirello shall not be liable for any damage the Customer suffers, has suffered or might suffer as a result of a shortcoming attributable to Spirello. Spirello shall only be liable in the event it is obliged to compensate damages under mandatory law.

7.2 Spirello’s liability shall at all times be limited to the amount paid out to Spirello under its liability insurance policy.

7.3 The Customer shall indemnify and hold Spirello harmless against all claims that third parties try to validate against Spirello.

Article 8: Suspension and dissolution

8.1 Without prejudice to Spirello’s other rights and without any obligation to pay damages, Spirello is entitled to suspend the execution of the contract without notice of default or judicial intervention until payment of the Customer to Spirello is sufficiently secured, in case the Customer defaults, as well as in case of a (petition for) suspension of payments, bankruptcy or liquidation of the Customer’s company.

8.2 In case of force majeure Spirello is entitled to suspend the execution of the agreement or to rescind it in full or in part without any judicial intervention, without being obliged to pay any damages.

Article 9: Transfer of rights and obligations

9.1 Customer may not assign rights and obligations from agreement with Spirello to third parties or provide security for third party claims without prior approval Spirello.

Article 10: Security

10.1 Customer is obligated to provide security for the full performance of its obligations at Spirello’s first request.

Article 11: Applicable law and interpretation

11.1 Both these Conditions and all (legal) relations between Spirello and the Customer shall be governed by Dutch law.

11.2 All disputes arising from a (legal) relationship between Spirello and the Customer shall be settled by the competent court in the district of Zeeland-West Brabant.

11.3 In case these Conditions are translated into another language and a difference in interpretation arises between the other language and the Dutch language, the Dutch language shall prevail.