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GENERAL CONDITIONS OF De Transformator Specialist


1. General

1.1 The general delivery conditions are applicable to all agreements in which The

Transformer Specialist sells goods.

1.2 De Transformator Specialist expressly objects to the applicability of contrary general

(purchase) conditions.

1.3 Should any provisions of these conditions be ineffective, the remaining provisions shall, nevertheless, continue to apply. Furthermore, such a non-effective provision must be converted into a similar provision that is effective.

1.4 'Buyer' is understood to mean any legal entity who directly contacts De Transformator Specialist, who enters into (an) agreement(s) (to provide services, purchase agreements or otherwise) with De Transformator Specialist, who wishes to buy or buys one or more products from De Transformator Specialist and to whom De Transformator Specialist has made products available by means of delivery under reservation of ownership.

2. Sales and prices

2.1 Quotations from De Transformator Specialist are non-binding and valid for 30 days unless

otherwise specified.

2.2 Price labelling by De Transformator Specialist on the internet is always subject to price changes.

2.3 All prices are excluding VAT and transport costs unless otherwise specified.

2.4 De Transformator Specialist has the right to charge the Buyer with the increased gross prices by the supplier or increases of other cost-increasing factors (import duties, exchange rates, taxes, etc.).

2.5 We are not bound by any typing or printing errors.

3. Delivery

3.1 Delivery times can only be given as approximations. Only in the case where De Transformator Specialist has explicitly and in writing committed itself to a certain delivery time and De Transformator Specialist remains in default even after written summons within a term of one week, De Transformator Specialist is liable for the consequences of having exceeded (the delivery time) within the constraints arising from the provisions of Article 9.

3.2. All deliveries are made from the warehouse unless specifically agreed otherwise.

3.3 Should De Transformator Specialist be responsible for the transport of the goods to the place of delivery, the following applies:

a. The goods are, in principle, delivered to the place where the company of the buyer is located and during the usual working hours.

b. The buyer shall report any defects and transportation damage to the transporter upon delivery.

c. De Transformator Specialist has complied with its delivery obligation by offering the goods to the buyer once.

d. The risk of the goods shall pass to the buyer the moment the goods are unloaded.

3.4 The buyer is bound to check the goods upon delivery.

4. Force majeure

4.1 De Transformator Specialist is entitled to terminate the contract or suspend its obligations in case De Transformator Specialist cannot, temporarily or permanently, meet its obligations due to force majeure.

4.2 ‘Force majeure’ means any circumstances that cannot reasonably be controlled by De Transformator Specialist. This explicitly includes no delivery by third parties (in a timely manner) to De Transformator Specialist unless the buyer can prove that this can be blamed on De Transformator Specialist.

5. Reservation of ownership

5.1 De Transformator Specialist shall retain the title of all the items it delivered to the buyer until the buyer has fully complied with all of his current and future obligations to De Transformator Specialist within the meaning of Article 92 Book 3 of the new Dutch Civil Code.

5.2 Should the Buyer be in breach regarding the payment obligation or has payment problems or, according to De Transformator Specialist, the unpaid invoices are unsecured, De Transformator Specialist has the right to take back the goods that are under reservation of ownership and are still in the possession of the Buyer. The buyer is, where appropriate, obliged to immediately inform the seizing bailiff and the curator in his bankruptcy of the reservation of ownership of De Transformator Specialist on the delivered goods.

5.3 The buyer is not allowed to sell and actually deliver goods falling under the reservation of ownership to third parties as part of conducting his business activities.5.4 By accepting these general delivery terms, the Buyer grants, as of now irrevocably, authorization to De Transformator Specialist to enter the buyer's premises and buildings, in order to retrieve the delivered goods without the prejudice to the right of De Transformator Specialist on compensation for losses suffered by De Transformator Specialist.

6. Payments

6.1 Articles ordered in the web shop must be paid immediately.

Payments for all articles that are not ordered via the web shop should be made within 14 days after the date of invoice unless specified otherwise.

All orders from outside the Netherlands should be paid in advance.

6.2 Buyer is bound to check the correctness of the invoice. Two weeks after the date of invoice, it is assumed the buyer accepts the invoice.

6.3 The buyer is not entitled to set off any payments.

6.4 After the payment period has expired, the buyer is obliged to pay the lawful interest over the invoice amount.

6.5 In case of delivery on-call, De Transformator Specialist reserves the right to request an advanced payment from the buyer or to bill 70% of the price in advance.

6.6 The buyer shall compensate De Transformator Specialist for all costs De Transformator Specialist incurs internally as well as externally, incurred in connection with the payment of the invoice. These costs amount to at least 15% of the invoice amount with a minimum of €50 increased with the statutory interest.

During the interest calculation, part of the month is observed as a full month.

6.7 The Buyer is obliged to assure De Transformator Specialist of payment in the form and at the moment De Transformator Specialist requires.

6.8 Should any invoice from De Transformator Specialist not be paid on the due date, all amounts in accordance with any other invoice shall be immediately claimable.

7. Reclamation

7.1 Should the Buyer be of the opinion that the delivered goods do not correspond with the agreement, the buyer shall communicate this in writing to De Transformator Specialist within 5 working days after the day of delivery. Defects, for which the Buyer can provide proof that they could not be detected within 5 working days, shall be submitted in writing to De Transformator Specialist no later than 8 days after they could have reasonably been detected.

7.2 At the end of this reclamation period all the buyer's rights shall lapse.

7.3 Only after written permission has been given by De Transformator Specialist is the buyer entitled to return the goods he had a complaint about. The Buyer shall send these, free of charge, or by providing a return ticket to the driver especially authorised by De Transformator Specialist for this purpose.

7.4 Reclamations do not suspend the payment obligation of the Buyer.

8. Warranty

8.1 De Transformator Specialist only provides warranty on goods it delivered in case and as far as De Transformator Specialist received warranty of the goods from its suppliers.

8.2 Should the buyer wish to take advantage of the warranty, he must respect the provisions of Article 7.1 and the due date in Article 7.2.

8.3 There will not be any right to warranty should the Buyer owe De Transformator Specialist any payment or should the Buyer have made changes or had changes made to the delivered goods. De Transformator Specialist shall request a warranty claim from its supplier and

inform the Buyer as soon as he has adopted this position. De Transformator Specialist is not required to credit the invoice amount to the Buyer or to deliver the replacement goods as soon as the supplier has provided De Transformator Specialist with a warranty unless the Buyer can prove that De Transformator Specialist is negligent in addressing its supplier.

9. Liability

9.1 The liability of De Transformator Specialist is in all cases limited to the warranty regulation stipulated under section 8.

9.2 Any further obligation of De Transformator Specialist to pay damages is always limited to the invoiced value of the delivered goods to which the obligation to pay damages applies.

9.3 All claims for compensation expire one year after the day on which the delivered goods, to which the obligation to pay damages applies, have been billed to the buyer.

9.4 The buyer shall fully grant De Transformator Specialist indemnity against any claims of third parties on warranty and/or compensation.

9.5 This liability regulation does not apply in case and as far as it is in violation of the rules of mandatory law.

10. Advice and drawings

10.1 Advice is given by De Transformator Specialist to the best of its knowledge. This regards extra services by De Transformator Specialist. Every liability for, e.g. content, correctness or completeness is excluded from this.

10.2 Drawings, schedules and images provided by De Transformator Specialist only serve as illustration and remain the property of De Transformator Specialist. It is not permitted to copy these, other than for internal use or to place them at the disposal of third parties. De Transformator Specialist cannot be held liable for errors in or deviations from images, drawings, schedules and data regarding measures and power, or any other specifications stated in brochures or sales materials, on the website or in order confirmations and invoices.

11. Packaging, pallets

11.1 Packaging, pallets, etc. remain the property of De Transformator Specialist at all times.

11.2 The buyer is obliged to return these packaging materials, etc. to De Transformator Specialist without damage within 30 days after delivery. In the absence hereof, De Transformator Specialist reserves the right to charge the costs to the buyer.

11.3 Unless the goods are delivered in a factory packaging, for which there is no separate charge from the manufacturer, packaging costs are charged to the buyer.

12. Termination

12.1 Should the buyer default in one of his obligations to De Transformator Specialist, in case of bankruptcy, requested suspension of payment or in case some of his goods are seized, De Transformator Specialist retains the right to consider the agreement to be terminated because of these circumstances, without a notice of default being required.

12.2 After termination, on the grounds of 12.1 among others, De Transformator Specialist has the right to take back the delivered goods, after dismounting if necessary, and the buyer shall provide all cooperation for this purpose. De Transformator Specialist also reserves the right to full compensation.

13. Disputes and applicable law

13.1 Only the Dutch law applies to this agreement and these general sales conditions.

13.2 All disputes that have occurred regarding an agreement on which the present terms are entirely or partial applicable, or regarding further agreements which are a consequence of such agreements, will be settled exclusively by the competent judge in Almelo.