Terms of delivery Greenspec B.V.
Delivery and ownership
- With regard to orders that GreenSpec has accepted from the client, GreenSpec will fulfill these orders as carefully as possible and within the specified delivery period, in principle. GreenSpec will deliver the products EX WORKS (EXW) Delfgauw. Immediately after the product has been delivered in the specified manner, the client will be liable for the risk of any damage that may occur to the product, except insofar as the fault for such damage lies with GreenSpec.
- GreenSpec is not obliged to deliver the products on time insofar as the delay is caused by circumstances that can be attributed to its suppliers. In such cases, GreenSpec will notify the client as soon as possible and endeavor within the bounds of reasonableness to limit the delay where possible. Moreover, GreenSpec reserves the right to suspend delivery immediately as soon as the client fails to fulfill its obligations.
- GreenSpec will retain ownership over all products delivered for sale to the client until all amounts payable by the client in accordance with the agreement and all other amounts payable by the client, due to non-fulfillment of payment obligations, have been paid to GreenSpec in full.
- If it has been agreed that deliveries will occur on call and no on-call periods have been specified, GreenSpec will be entitled – if no on-call deliveries have occurred three months after its order confirmation was signed – to request the client in writing, within eight days after the request was sent, to specify a period during which on-call deliveries will still occur. This period, calculated from the day of the request, may not exceed three months or a shorter duration specified within the bounds of reason by GreenSpec. After this period has lapsed and six months after the order confirmation was signed by GreenSpec, the client will be in default without any warning and will have to bear storage and insurance costs.
- All intellectual and industrial property rights for the delivered software will remain vested exclusively with GreenSpec, its licensors or suppliers. The client will only acquire the rights of use specifically allocated by these terms and the law, and only for the purpose arising from the agreement. Every other or further right of use of the client, including the disclosure and copying of software, is excluded. A right of use assigned to the client is non-exclusive and cannot be transferred to third parties.
Price and Payment
- If applicable, all prices will be increased by value added tax (VAT) and other government levies. GreenSpec is entitled to modify its prices, if a fixed price has not been agreed on explicitly and in writing, due to rising purchase prices, tax-related changes and higher labour costs. In the case of agreements for an indefinite period of time, GreenSpec is entitled to modify its prices, but must notify the client in this regard on time before the date upon which the price change will take effect.
- Invoices will be paid by the client in accordance with the payment conditions stipulated on the invoice. If a specific arrangement does not exist, the client will pay within thirty days after the invoice date. The client is not entitled to set-off or suspend payment.
- If the client fails to pay the due amounts on time, the client will have to pay statutory interest over the outstanding amount without any need for a warning or notice of default.
- In the event of cancellation by the client or a customer of the client, GreenSpec is entitled to charge an amount totaling 15% of the order amount, without prejudice to its right to compensation for all damages, if this totals more than 15%.
- In compliance with the provisions mentioned below, GreenSpec will provide a guarantee with respect to the soundness of the product it delivered as well as the quality of the materials used and/or delivered for that purpose. The client must notify GreenSpec about this in writing within ten working days after a complaint has been identified.
- GreenSpec will deliver its products with a one-year guarantee calculated from the invoice date corresponding to the delivery of the relevant product by GreenSpec to the client. The guarantee provided by the supplier for the relevant component will apply to components purchased by GreenSpec.
- The guarantee will entail the replacement of defective components or replacement in the form of another technically similar product by GreenSpec at its expense, with the exception of materials and components subject to wear and tear that therefore have to be replaced.
The guarantee will not cover assembly and disassembly costs (including travel and accommodation costs and other expenses).
- If GreenSpec replaces components or products in order to fulfill its guarantee obligations, the replaced components or products will become the property of GreenSpec.
- The guarantee obligation will lapse if the material or manufacturing defects are completely or partly the result of improper, negligent or injudicious use, external causes such as fire or water damage, or if the client makes modifications or allows modifications to be made without GreenSpec’s consent to equipment or components delivered by GreenSpec.
- With regard to products delivered by GreenSpec that the client passes onto a third party, GreenSpec will never be obliged to provide another guarantee other than the guarantee GreenSpec provided on the basis of these terms to the client.
- GreenSpec guarantees that the software it delivered will function in accordance with the user documentation. This guarantee applies to a period of ninety days from the date upon which a copy of the version was delivered and activated to the client for the first time. GreenSpec also guarantees that the software will not infringe the rights of third parties. With regard to software that the client passes onto third parties, GreenSpec will never be obliged to provide another guarantee other than the guarantee applicable to the client.
- In the event of any software-related complaints, GreenSpec will be entitled to either repay the price paid for the software or to repair or replace the software, at its own discretion.
- With regard to delivery, installation, repair, revision or other activities performed by or on its behalf, as well as the functioning of the delivered product, GreenSpec will not assume further liability for any damage arising in this regard or as a result thereof other than the maximum amount paid out by its liability insurance.
- In all cases, GreenSpec will disclaim liability for consequential loss, including loss of profit and claims made against the client by third parties.
- The restrictions on and exclusions of liability for damage will apply regardless of whether the liability is based on non-compliance with an agreement, unlawful act (including negligence), strict liability, non-fulfillment of guarantee conditions or any other legal basis.
- Insofar as GreenSpec is not free to invoke the preceding paragraphs of article 4, GreenSpec’s liability in relation to a loss-causing fact (including a related series thereof) will always be limited to the total amount, excluding VAT and/or other government levies, that GreenSpec invoiced to the client within the scope of the corresponding agreement during the calendar year in which the loss-causing fact occurred for the first time.
- The client will indemnify GreenSpec against claims from third parties resulting from the execution of the agreement, expect insofar as such claims are at the expense of GreenSpec in the relationship between GreenSpec and the client on the basis of the agreement.