1. These conditions apply to every offer, quotation and agreement between Twin-Tech and a Counterparty to which Twin-Tech has declared these conditions applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
2. These terms and conditions also apply to agreements with Twin-Tech, for the implementation of which Twin-Tech must involve third parties.
3. These general terms and conditions are also written for the employees of Twin-Tech and its management.
4. The applicability of any purchase or other conditions of the Other Party is expressly rejected.
5. If one or more provisions in these general terms and conditions are wholly or partially void or destroyed at any time, the provisions in these general terms and conditions remain fully applicable. Twin-Tech and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.
6. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the explanation must be given “in the spirit” of these provisions.
7. If a situation arises between 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 Twin-Tech does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that Twin-Tech would lose the right to otherwise strictly comply with the provisions of to require these conditions.
Quotations and offers
1. All quotations and offers from Twin-Tech are without obligation, unless a deadline for acceptance has been set in the quotation. A quotation or offer expires if the product to which the quotation or offer relates has become unavailable in the meantime.
2. Twin-Tech cannot be held to its quotes or offers if the Other Party can reasonably understand that the quotes or offers, or
contains any part thereof, an obvious mistake or clerical error.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless stated otherwise.
4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, Twin-Tech is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Twin-Tech indicates otherwise.
5. A composite quotation does not oblige Twin-Tech to execute part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Contract duration; delivery terms, implementation and amendment of the agreement
1. The agreement between Twin-Tech and the Other Party is entered into for an indefinite period, 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 specified for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore declare Twin-Tech in default in writing. Twin-Tech must be offered a reasonable period to still execute the agreement.
3. If Twin-Tech requires information from the Other Party for the execution of the agreement, the execution period will not start until after the Other Party has provided it correctly and completely to Twin-Tech.
4. Delivery takes place ex works of Twin-Tech. The Other Party is obliged to take delivery of the goods when they are made available to it. If the Other Party refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Twin-Tech is entitled to store the goods at the Other Party’s expense and risk.
5. Twin-Tech has the right to have certain work done by third parties.
6. Twin-Tech is entitled to execute the agreement in different phases and to invoice the thus executed part separately.
7. If the agreement is executed in phases, Twin-Tech can suspend the execution of those parts that belong to a subsequent phase until the Other Party has approved the results of the preceding phase in writing.
8. If during the execution of the agreement it appears that for a proper implementation it is necessary to change or supplement it, then the parties will timely and in mutual consultation adjust the agreement. 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 changed in qualitative and / or quantitative terms, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Twin-Tech will make a quotation in advance as much as possible. By an amendment of the agreement, the originally specified term of execution can also be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
9. If the agreement is changed, including a supplement, Twin-Tech is entitled to execute it only after approval has been given by the person authorized within Twin-Tech and the Other Party has agreed to the specifications specified for the execution. price and other terms and conditions, including the time to be determined at that time at which they will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract for Twin-Tech and is also not grounds for the Other Party to terminate the agreement. Without being in default, Twin-Tech can refuse a request for amendment of the agreement, if this could have qualitative and / or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
10. If the Other Party should fail to properly comply with what it is obliged to Twin-Tech, then the Other Party is liable for all damage (including costs) on the part of Twin-Tech caused directly or indirectly.
11. If Twin-Tech agrees a fixed price with the Other Party, Twin-Tech is nevertheless entitled at all times to increase this price without the Other Party being entitled to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulation or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
12. If the price increase, other than as a result of an amendment to the agreement, exceeds 10% and takes place within three months of the conclusion of the agreement, then only the Counterparty that is entitled to title 5 section 3 of Book 6 of the Dutch Civil Code. is entitled to dissolve the agreement by a written statement, unless Twin-Tech is still willing to execute the agreement on the basis of the originally agreed, or if the price increase arises from a power or an obligation resting on Twin-Tech under the law or if it is stipulated that the delivery will take place more than three months after the purchase.
Suspension, dissolution and premature termination of the agreement
1. Twin-Tech is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
– the Other Party does not, not fully or timely fulfill the obligations under the agreement;
– after the conclusion of the agreement Twin-Tech becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
– the Other Party was requested when entering into 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, Twin-Tech can no longer be required to fulfill the agreement under the originally agreed conditions, Twin-Tech is entitled to terminate the agreement.
2. Furthermore, Twin-Tech is entitled to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are such that unaltered maintenance of the agreement cannot reasonably Twin-Tech can be required.
3. If the agreement is dissolved, the claims of Twin-Tech on the Other Party are immediately due and payable. If Twin-Tech suspends fulfillment of the obligations, it will retain its rights under the law and the agreement.
4. If Twin-Tech proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs in any way.
5. If the dissolution is attributable to the Other Party, Twin-Tech is entitled to compensation of the damage, including the costs, thereby arising directly and indirectly.
6. If the Other Party fails to fulfill its obligations under the agreement and this non-fulfillment justifies termination, Twin-Tech is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the The other party is obliged to pay compensation or compensation on account of default.
7. If the agreement is terminated prematurely by Twin-Tech, Twin-Tech will arrange for the transfer of work yet to be performed to third parties in consultation with the Other Party. This unless the cancellation is attributable to the Other Party. If the transfer of the activities entails extra costs for Twin-Tech, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the aforementioned term, unless Twin-Tech indicates otherwise.
8. In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the attachment has not been lifted within three months – will be borne by the Other Party, debt rescheduling or any other circumstance that prevents the Other Party is free to dispose of its assets for longer, Twin-Tech is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, Twin-Tech’s claims against the Other Party are immediately due and payable.
9. If the Other Party cancels a placed order in whole or in part, the goods ordered or prepared for it, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. are being brought.
1. Twin-Tech is not obliged to comply with any obligation to the Other Party if it is hindered to do so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or traffic prevailing for his account comes.
2. Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and case law, all external causes, foreseen or unforeseen, on which Twin-Tech cannot exert influence, but which does not enable Twin-Tech to is to fulfill its obligations. This includes strikes in the company of Twin-Tech or of third parties. Twin-Tech is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Twin-Tech should have fulfilled its obligation.
3. Twin-Tech 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 obligation to pay compensation to the other party.
4. Insofar as Twin-Tech has at the time of the occurrence of force majeure partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, Twin-Tech is entitled to have it already fulfilled. invoice the part to be fulfilled separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
Payment and collection costs
1. Payment must be made within 14 days of the invoice date, in a manner to be indicated by Twin-Tech in the currency in which it was invoiced, unless stated otherwise in writing by Twin-Tech. Twin-Tech is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. The Other Party will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be due. The interest on the due and payable amount will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.
3. Twin-Tech 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 and accrued interest.
4. Twin-Tech can, without being in default, refuse an offer for payment if the Other Party designates a different order for the allocation of the payment. Twin-Tech can refuse full payment of the principal, if the outstanding and accrued interest and collection costs are not also paid.
5. The Other Party is never entitled to set off the amount owed by it to Twin-Tech.
6. Objections to the amount of an invoice do not suspend the payment obligation. Neither is the Counterparty not entitled to appeal to Section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) to suspend payment of an invoice for any other reason.
7. If the Other Party is in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice at that time. However, if Twin-Tech has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs owed.
Retention of title
1. All goods delivered by Twin-Tech within the framework of the agreement remain the property of Twin-Tech until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with Twin-Tech.
2. Goods delivered by Twin-Tech, which 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 or encumber in any other way the goods that fall under the retention of title.
3. The Other Party must always do everything that can reasonably be expected of it to safeguard the property rights of Twin-Tech.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, then the
The other party is obliged to immediately notify Twin-Tech.
5. The Other Party undertakes to insure the goods delivered under 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 for inspection on request by Twin-Tech. In the event of any payment of the insurance, Twin-Tech is entitled to these tokens. To the extent necessary, the Other Party undertakes vis-à-vis Twin-Tech in advance to cooperate with all that which may prove to be necessary or desirable in that context.
6. In the event that Twin-Tech wishes to exercise its property rights referred to in this article, the Other Party will in advance give unconditional and irrevocable permission to Twin-Tech and third parties to be designated by Twin-Tech to enter all those places where the property of Twin Tech are located and take those things back.
Warranties, research and complaints, limitation period
1. The goods to be delivered by Twin-Tech meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to items that are intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify whether the use thereof is suitable for use there and meet the conditions set for it. In that case, Twin-Tech can make other warranty and other conditions with regard to the goods to be delivered or the work to be performed.
2. The guarantee referred to in paragraph 1 of this article applies for a period of six months after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by Twin-Tech concerns an item that was produced by a third party, the warranty is limited to that provided by the producer of the item, unless stated otherwise.
3. Any form of warranty lapses if a defect has arisen as a result of or resulting from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and / or by third parties, without the written permission of Twin-Tech, the Other Party or third parties have made changes or attempted to make changes to the item, other items have been attached to it that should not be attached to them or if they have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled to warranty if the defect is caused by or is the result of circumstances that Twin-Tech cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etc.
4. The Other Party is obliged to examine the delivered goods or to have them inspected immediately when the goods are made available to it or the relevant work has been carried out. In doing so, the Other Party must 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 regard. Any visible defects must be reported to Twin-Tech in writing within seven days of delivery. Any invisible defects must be reported to Twin-Tech in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain as detailed a description of the defect as possible, so that Twin-Tech is able to respond adequately. The Other Party must give Twin-Tech the opportunity to investigate a complaint or have it investigated.
5. If the Other Party complains in time, this does not suspend its payment obligation. In that case, the Other Party will also be obliged to purchase and pay for the items otherwise ordered.
6. If a defect is reported later, the Other Party will no longer be entitled to repair, replacement or compensation.
7. If it is established that a good is defective and a complaint has been made in this regard in time, Twin-Tech will notify the defective good within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification of the defect by the Other Party. choice of Twin-Tech, replace or take care of repair thereof or pay replacement compensation to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced item to Twin-Tech and to transfer ownership thereof to Twin-Tech, unless Twin-Tech indicates otherwise.
8. If it is established that a complaint is unfounded, then the costs arising from this, including the investigation costs, which have fallen on the side of Twin-Tech, will be fully borne by the Other Party.
9. After the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
10. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Twin-Tech and the third parties involved in the performance of an agreement by Twin-Tech is one year.
1. If Twin-Tech is liable, then this liability is limited to what is arranged in this provision.
2. Twin-Tech is not liable for damage, of whatever nature, caused by Twin-Tech assuming incorrect and / or incomplete information provided by or on behalf of the Other Party.
3. If Twin-Tech is liable for any damage, the liability of Twin-Tech is limited to a maximum of one time the invoice value of the order, at least to that part of the order to which the liability relates.
4. Twin-Tech’s liability is in any case always limited to the amount of the payment from its insurer, if applicable.
5. Twin-Tech is only liable for direct damage.
6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred in connection with the faulty performance of Twin- To have Tech comply with the agreement, insofar as these can be attributed to Twin-Tech and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general requirements.
7. Twin-Tech is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Twin-Tech or its senior subordinates.
1. The risk of loss, damage or depreciation is transferred to the Other Party at the moment that goods are brought under the control of the Other Party.
1. The Other Party indemnifies Twin-Tech against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Twin-Tech.
2. If Twin-Tech is held liable by third parties for this reason, the Other Party is obliged to assist Twin-Tech both in and out of court and to immediately do everything that may be expected of it in that case. If the Other Party fails to take adequate measures, Twin-Tech is entitled to do so itself, without notice of default. All costs and damage on the part of Twin-Tech and third parties that arise as a result, will be fully for the account and risk of the Other Party.
Article 12 Intellectual property
1. Twin-Tech reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. Twin-Tech has the right to use the knowledge gained by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Other Party is disclosed to third parties.
Applicable law and disputes
1. All legal relationships to which Twin-Tech 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 judge in the place of business of Twin-Tech has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Twin-Tech has the right to submit the dispute to a court that has jurisdiction according to the law.
3. Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.
Location and change conditions
1. These conditions have been filed with the Chamber of Commerce?
2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship with Twin-Tech is always applicable.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.