GENERAL TERMS AND CONDITIONS FRISIAN MOTORS
Article 1. General
1. These conditions apply to every offer, quotation and agreement between Frisian Motors and a Counterparty to which Frisian Motors has declared these terms and conditions applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
2. These conditions also apply to agreements with Frisian Motors, for the execution of which Frisian Motors must involve third parties.
3. These general conditions are also written for the employees of Frisian Motors and his management.
4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
5. If one or more stipulations in these general terms and conditions at any time wholly or partially become null and void or become void, then the other provisions in these general conditions remain fully applicable. Frisian Motors and the Other Party will then enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and intent of the original provisions will be observed.
6. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place ‘in the spirit’ of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If Frisian Motors does not always demand strict compliance with these conditions, this does not mean that its provisions do not apply, or that Frisian Motors would in any way lose the right to in other cases strict compliance with the provisions of these conditions. to desire.
Article 2 Quotations and offers
1 All quotations and offers from Frisian Motors are without obligation, unless a deadline for acceptance has been set in the offer. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
2 Frisian Motors can not be held to its quotes or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3 The prices stated in an offer or offer are exclusive of VAT and other government levies as well as any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and handling costs, unless stated otherwise.
4 If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Frisian Motors is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Frisian Motors indicates otherwise.
5 A composite quotation does not oblige Frisian Motors to perform a part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract duration; delivery times, execution and modification agreement; price increase
1. The agreement between Frisian Motors and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. In the event that a period is exceeded, the Other Party must therefore declare Frisian Motors to be in default in writing. Frisian Motors must be offered a reasonable period in which to still execute the agreement.
3. Frisian Motors has the right to have certain work done by third parties.
4. Frisian Motors is entitled to execute the agreement in various phases and to invoice the thus executed part separately.
5. If the agreement is executed in phases, Frisian Motors may suspend the execution of those parts that belong to a following phase until the Other Party has approved the results of the preceding phase in writing.
6. If Frisian Motors requires information from the Other Party for the execution of the agreement, the execution period shall not commence until the Other Party has made it available to Frisian Motors correctly and completely.
7. If it becomes apparent during the execution of the agreement that it is necessary for a proper implementation thereof to change or supplement, the parties shall proceed to the adjustment of the agreement in time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Other Party, of the competent authorities, etc. is changed and the agreement is thereby amended qualitatively and / or quantitatively, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Frisian Motors will issue a price quotation for this as much as possible. Due to an amendment of the agreement, the originally stated term of execution can be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
8. If the agreement is changed, including a supplement, then Frisian Motors is entitled to execute this first after it has been approved by the person authorized by Frisian Motors and the Other Party has agreed to the price stated for the performance and other conditions, including the then to be determined time at which it will be implemented. The non-execution or non-immediate performance of the amended agreement does not result in the default of Frisian Motors and is no reason for the Counterparty to terminate the agreement.
9. Without being in default, Frisian Motors can refuse a request to amend the agreement if this could have qualitative and / or quantitative consequences, for example for the work to be performed or the goods to be delivered in that context.
10. If the Other Party is in default in the proper performance of what he is obliged to Frisian Motors, then the Other Party is liable for all damage (including costs) on the part of Frisian Motors thereby directly or indirectly arise.
11. If Frisian Motors at the conclusion of the agreement a certain price corresponds, then Frisian Motors under the following circumstances nevertheless entitled to increase the price, even if the price was not originally stated.
– If the price increase is the result of an amendment to the agreement;
– if the price increase results from a power attributable to Frisian Motors or an obligation on Frisian Motors under the law;
– In other cases, with the proviso that the Other party not acting in the exercise of a profession or business, is entitled to dissolve the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months after the closing of the agreement, unless Frisian Motors is still prepared to execute the agreement on the basis of the originally agreed, or if it is stipulated that the delivery will take place more than three months after the purchase.
Article 4 Suspension, dissolution and premature termination of the agreement
– the Other Party does not, not fully or not timely fulfill the obligations under the agreement;
– after the conclusion of the agreement Frisian Motors learns of circumstances giving good ground to fear that the Other Party will not fulfill the obligations;
– the Other Party was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
– If, due to the delay on the part of the Other Party, Frisian Motors can no longer be required to fulfill the agreement under the originally agreed conditions, Frisian Motors is entitled to dissolve the agreement.
– if circumstances arise which are of such a nature that fulfillment of the agreement impossible or unchanged maintenance of the agreement can not reasonably be required of Frisian Motors.
2. If the dissolution is attributable to the Other Party, Frisian Motors is entitled to compensation of the damage, including the costs, thereby directly and indirectly arising.
3. If the agreement is dissolved, the claims of Frisian Motors against the Other Party are immediately due and payable. If Frisian Motors suspends the fulfillment of the obligations, he will retain his rights under the law and agreement.
4. If Frisian Motors proceeds to suspension or dissolution on the grounds referred to in this article, he shall in no way be obliged to compensate damage and costs thereby arising in any way whatsoever or indemnification, while the Other Party, on account of breach of contract. , however, compensation or compensation is required.
5. If the agreement is prematurely terminated by Frisian Motors, Frisian Motors, in consultation with the Other Party, will ensure the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. Unless the interim termination is attributable to Frisian Motors, the costs for transfer to the Other Party will be charged. Frisian Motors will inform the Other Party in advance of the extent of these costs as much as possible. The Other Party is obliged to pay these costs within the term specified by Frisian Motors, unless Frisian Motors indicates otherwise.
6. In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Other Party, of debt restructuring or any other circumstance as a result of which the Other Party does not the Frisian Motors is free to terminate the agreement freely and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnification. The claims of Frisian Motors on the Other Party are immediately due and payable in that case.
7. If the Other Party cancels all or part of an order placed, the items ordered or prepared for this, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully charged to the Other Party. are being brought.
Article 5 Force majeure
1. Frisian Motors is not obliged to fulfill any obligation vis-à-vis the Counterparty if it is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally valid views for its services. bill.
2. Force majeure means in these general terms and conditions, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, which Frisian Motors can not influence, but which Frisian Motors is not capable of fulfill obligations. Frisian Motors also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after Frisian Motors should have fulfilled its obligation.
3. Frisian Motors can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement without any obligation to compensate the other party for damage.
4. If Frisian Motors has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to comply with it, and the part to be fulfilled or to be fulfilled belongs to independent value, Frisian Motors shall be entitled to fulfill or comply with it. to invoice the part separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.Article 6 Payment and collection costs
1. Payment must always be made within 8 days after the invoice date, in a manner to be indicated by Frisian Motors in the currency in which the invoice is made, unless otherwise indicated by Frisian Motors in writing. Frisian Motors is entitled to invoice periodically. Frisian Motors calculates standard 2% credit surcharge on the invoice amount, if paid within 8 days this may be reduced. With payments after 8 days, this credit surcharge applies as compensation for interest and administration costs for a payment term of a maximum of 30 days.
2. If the Counterparty remains in default in the timely payment of an invoice, then the Counterparty is legally in default after 8 days. The Counterparty then owes an extra interest outside the credit storage. In the case of consumer purchase, the interest rate is equal to the statutory interest. In other cases, the Other Party owes an interest of 2% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the other party is in default until the moment of payment of the full amount due.
3. Frisian Motors has the right to have the payments made by the Other Party go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest.
4. Frisian Motors can, without being in default, refuse an offer of payment if the Other Party designates a different order for the allocation of the payment. Frisian Motors can refuse full payment of the principal sum, if the interest and collection costs are not paid.
5. Objections to the height of an invoice do not suspend the payment obligation.
6. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is currently customary in Dutch debt collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Frisian Motors has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any legal and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.
Article 7 Retention of title
1. All goods delivered by Frisian Motors within the scope of the agreement remain the property of Frisian Motors until the Other Party has properly fulfilled all obligations from the agreement (s) concluded with Frisian Motors.
2. Goods delivered by Frisian Motors that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge the items that fall under the retention of title or to encumber them in any other way.
3. The Counterparty must always do all that can reasonably be expected of him to secure the property rights of Frisian Motors.
4. If third parties seize goods delivered under retention of title or want to establish or assert rights thereon, then the Other Party is obliged to immediately notify Frisian Motors thereof.
5. The Other Party undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to Frisian Motors on first request. With a possible payment of the insurance Frisian Motors is entitled to these coins. Insofar as necessary, the Other Party commits itself towards Frisian Motors in advance to cooperate with everything that may prove necessary or desirable in that context.
6. In the event Frisian Motors wishes to exercise ownership rights as referred to in this article, the Other Party shall grant unconditional and non-revocable permission to Frisian Motors and third parties to be designated by Frisian Motors to enter all those places where the property of Frisian Motors is located. and take back those items.
Article 8 Guarantees, research and complaints
2. The guarantee referred to in paragraph 1 of this article shall apply for a period of 12 months after delivery, unless the nature of the delivery dictates otherwise or parties have agreed otherwise. If the guarantee provided by Frisian Motors concerns a case that was produced by a third party, then the guarantee is limited to that provided by the manufacturer of the item, unless otherwise stated. After expiration of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
3. Any form of guarantee shall lapse if a defect arises as a result of or arising from improper or improper use thereof, including use other than in accordance with the user manual or use after the expiry date, improper storage or maintenance thereof by the Other Party and / or third parties if, without the written permission of Frisian Motors, the Other Party or third parties have made changes to the item or attempted to make changes, other matters have been confirmed that do not have to be confirmed or if these were confirmed. modified or processed in a manner other than the prescribed one. The Other Party is also not entitled to warranty if the defect arises due to or is the result of circumstances that Frisian Motors can not influence, including extreme weather conditions and external causes.
4. The Other Party is obliged to inspect the delivered goods or have them inspected, immediately at the time that the items are made available to him or the relevant work has been carried out. The Counterparty must also examine whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect for the correct delivery or delivery. Any defects must be reported to Frisian Motors in writing within two weeks of discovery. The report must contain as detailed a description as possible of the defect, so that Frisian Motors is able to respond adequately. The Other Party must give Frisian Motors the opportunity to investigate a complaint.
5. If the Counterparty complains in time, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered items, unless this does not have an independent value.
6. If a defect of incorrect delivery or completion is reported later, the Other Party will no longer be entitled to repair, replacement, compensation or dissolution of the agreement.
7. If it is certain that a case is defective and in that case it is timely filed, then Frisian Motors will return the defective item within reasonable time after it is returned or, if return is not reasonably possible, written notice regarding the defect by the Other Party, at the option Frisian Motors, replace or take care of repair or replacement fee to the Other. In the event of replacement, the Other Party is obliged to return the replaced item to Frisian Motors and to provide ownership to Frisian Motors, unless Frisian Motors indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs thereby incurred, including the investigation costs, on the part of Frisian Motors thereby incurs, in full at the expense of the Other Party.
Article 9 Liability
1. If Frisian Motors is liable, then this liability is limited to what is regulated in this provision.
2. Frisian Motors is not liable for damage, of whatever nature, caused by Frisian Motors assuming incorrect and / or incomplete information provided by or on behalf of the Other Party.
3. Frisian Motors is only liable for direct demonstrable damage.
4. Direct damage is exclusively understood to mean:
– the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
– any reasonable costs incurred to have the faulty performance of Frisian Motors comply with the agreement, to the extent that these can be attributed to Frisian Motors;
– reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
5. Frisian Motors is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business or other stagnation. In the case of consumer purchase, this restriction does not extend beyond that which is permitted pursuant to Section 7:24 paragraph 2 of the Dutch Civil Code.
6. If Frisian Motors is liable for any damage, the liability of Frisian Motors is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
7. The liability of Frisian Motors is in any case always limited to the amount of the benefit of his insurer as the occasion arises.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Frisian Motors or its managerial subordinates.Article 10 Limitation period
1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Frisian Motors and third parties engaged by Frisian Motors in the performance of an agreement shall be one year.
2. The provisions of paragraph 1 do not apply to legal claims and defenses based on facts that would justify the proposition that the delivered goods would not comply with the agreement. Such claims and defenses become time-barred after a period of two years after the Other Party has notified Frisian Motors of such non-conformity.
Article 11 Risk transition
1. The risk of loss, damage or depreciation is transferred to the Other Party at the time when goods are brought under the control of the Other Party.
Article 12 Indemnity
1. The Other Party indemnifies Frisian Motors against any claims by third parties that suffer damage in connection with the execution of the agreement and of which the cause is attributable to others than Frisian Motors.
2. If Frisian Motors may be held liable by third parties for this reason, then the Other Party is obliged to assist Frisian Motors both in and out of court and to do everything that may be expected of him in that case without delay. If the Other Party fails to take adequate measures, then Frisian Motors is entitled to proceed to this without notice of default. All costs and damage on the part of Frisian Motors and third parties thereby arise, are fully for the account and risk of the Counter party.
Article 13 Intellectual property
1. Frisian Motors reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. Frisian Motors has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is brought to the knowledge of third parties.
Article 14 Applicable law and disputes
1. All legal relationships to which Frisian Motors is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 15 Location and change conditions
1. These conditions have been filed with the Chamber of Commerce in Leeuwarden.
2. Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with Frisian Motors.
3. The Dutch text of the general terms and conditions is always decisive for the explanation thereof.