Technisch Handelsbureau Hageman B.V. / Hageman US Parts

Diederichslaan 1,  3971 PA Driebergen, The Netherlands

Article 1 General

These Terms and Conditions apply to all offers tendered by Technisch Handelsbureau Hageman B.V. / Hageman US Parts, to all agreements concluded between Technisch Handelsbureau Hageman B.V. / Hageman US Parts and other parties and to all agreements that may result therefrom.

Technisch Handelsbureau Hageman B.V. / Hageman US Parts is hereinafter referred to as 'the Supplier'.

The counterparty is hereinafter referred to as 'the Client'.

In the event of any conflicts between the substance of an agreement concluded between Technisch Handelsbureau Hageman B.V. / Hageman US Parts and the Client on the one hand and these Terms and Conditions on the other, the provisions set out in the agreement have precedence.

Article 2 Offers

No obligations are attached to any offers.

If the Client supplies the Supplier with data, the Supplier may rely on their accuracy and shall base the offer on that information.

All prices specified in the offer are based on delivery ex warehouse (Diederichslaan 1, Driebergen, The Netherlands). Prices are stated exclusive of VAT and delivery costs.

The Supplier is entitled to charge on to the Client any price and cost increases occurring before the time of delivery.

Sizes, weights, capacities, performances and/or results specified by the Supplier in catalogues, illustrations, drawings or in some other manner are merely indicative.

Article 3 Delivery times

The delivery deadlines and/or work periods stated by the Supplier are estimates.

In determining delivery deadlines and/or work periods, the Supplier assumes that the engagement can be carried out under the circumstances as they are known to the Supplier at that moment.

Delivery deadlines and/or work periods do not commence until the Parties have agreed on all commercial and technical details, all necessary data are in the Supplier's possession, the payment agreed has been received and the conditions necessary for the performance of the engagement have been met.

In the event of circumstances that are different to those known to the Supplier when the delivery deadline and/or work period were determined, the Supplier may extend the delivery deadline and/or work period by the time that is required in order to perform the engagement under those circumstances. If the deliveries cannot be fitted into the Supplier's work schedule, they will be carried out as soon as the Supplier's work schedule permits.

In the event of contract extras, the delivery deadline and/or work period will be extended by the time required to supply (or arrange for the supply of) the materials and parts necessary for those contract extras and to carry out the contract extras. If the contract extras cannot be fitted into the Supplier's work schedule, they will be carried out as soon as the Supplier's work schedule permits.

If the delivery deadline and/or work period agreed is exceeded, that circumstance does not in any instance entitle the Client to compensation for damages, unless agreed in writing.

Article 4 Transfer of risk

Deliveries are made ex warehouse (Diederichslaan 1, Driebergen, The Netherlands); the risks attached to the object are transferred at the moment that the Supplier makes the object available to the Client.

The provisions above notwithstanding, it may be agreed that the Supplier will arrange transport. The risks attached to the storage, loading, transport by a third party and unloading remain with the Client in such instances.

Article 5 Price changes

The Supplier may charge any increases in cost-determining factors that arise after the agreement is concluded to the Client if the performance of the agreement has not been completed at the moment of the increase. In the case of price adjustments, the Client will be notified by the Supplier.

The Client is obliged to pay the price increases as meant above at the same time as the principal sum is paid.

Article 6 Impracticability of the engagement

The Supplier is entitled to suspend the fulfilment of any obligations if any circumstances that could not be foreseen when the agreement was concluded and that are beyond the Supplier's influence temporarily prevent the fulfilment of those obligations.

Circumstances that the Supplier could not foresee and that are beyond the Supplier's influence are understood to include: the circumstance that the Supplier's suppliers fail to meet their obligations, the weather, earthquakes, fire, loss or theft, internet downtime, the destruction of materials to be processed, road blocks, strikes or work stoppages and restrictions on import or trade.

The Supplier is no longer entitled to suspend the fulfilment of any obligations when the temporary impossibility of performance has lasted more than six months. The agreement may not be dissolved until that term has lapsed, and only in respect of those obligations that have not been fulfilled. In that event, the Parties are not entitled to any compensation for damages incurred as a result of that dissolution.

Article 7 Liability

The Supplier is liable for all damages that the Client incurs that stem directly and exclusively from a shortcoming attributable to the Supplier. However, only those damages for which the Supplier is insured, or should within reason have been insured, qualify for compensation.

If, at the time the agreement is concluded, the Supplier cannot take out insurance or cannot do so on reasonable conditions as referred to in Article 13.1 nor renew the insurance thereafter on reasonable conditions, the compensation for damages shall be limited to the amount that the Supplier charged for the agreement in question (excluding VAT).

The following damages do not qualify for compensation: trading losses, including losses caused by delays and loss of profits.

The Client indemnifies the Supplier against all claims from third parties for product liability stemming from defects in products provided by the Client to third parties that consisted of or included products and/or materials provided by the Supplier.

Article 8 Guarantees

The Supplier guarantees the proper performance of the product or service stipulated for a period of three months after delivery or completion.

If the product or service stipulated (partly) consists of the processing of materials provided by the Client, the Supplier does not guarantee proper processing for the period specified above.

If the product or service stipulated consists of the delivery of an object, the Supplier guarantees the soundness of the object delivered for the period specified above. If the delivery proves to have been defective, the object must be returned to the Supplier carriage paid. The Supplier will then elect either:
-to repair the object;
-to replace the object;
-to credit the Client for a proportionate part of the invoice.

The original manufacturer's warranty shall apply to all those parts for which the Parties have so explicitly agreed in writing. If the Client has had the opportunity to take note of the substance of the manufacturer's warranty, this warranty will replace guarantees provided on the basis of this article.

In all situations, the Client must allow the Supplier the opportunity to repair any shortcomings and/or redeliver the goods.

The Client may only invoke guarantees after all obligations in respect of the Supplier have been fulfilled.

No guarantee is given when defects are the result of:
-normal wear and tear;
-improper use;
-lack of proper maintenance;
-fitting, assembly, alterations or repairs by the Client or by third parties.

No guarantee is given for delivered objects that were not new when they were delivered or for objects whose use the Client prescribed or that were provided by or on behalf of the Client.

No guarantee is given on inspections of and/or repairs to objects belonging to the Client.

Article 9 Complaints

The Client may not invoke defects in the product or service unless a written complaint has been submitted to the Supplier within four-teen days after the defect was detected or should, within reason, have been detected.

Article 10 Failure to take delivery

In the event that the Client has not taken delivery of any object after the delivery deadline has passed, those objects will remain available to the Client. Any objects of which the Client has not taken delivery will be stored for the Client's account and risk. The Supplier may at any time invoke the powers granted by Article 6:90 of the Dutch Civil Code.

Article 11 Returns/exchanges

The Supplier should be notified in advance of any return shipments.

Whenever parts are replaced or exchanged, the originally delivered parts will remain the property of the Supplier.

To replace parts the returned goods must be undamaged and in original package.

Article 12 Payment

Payment must be made at the Supplier's place of business or to an account specified by the Supplier.

Unless otherwise agreed, payment must be made using one of the following methods:

A. for counter sales: cash
B. for counter sales: debit card (with PIN)
C. for deliveries by DHL: cash
D. for deliveries by DHL: previous by cash or bank
E. in all other instances: within 30 days after the date on the invoice. 

The payment conditions specified notwithstanding, the Client is obliged, at the Supplier's request, to provide, to the Supplier's satisfaction, sufficient security for payment. Failure on the Client's part to provide such security for payment within the period specified will immediately constitute default. In that event, the Supplier will be entitled to dissolve the agreement and recover any damages from the Client. 

The Client's right to set off its claims on the Supplier against the Supplier's invoices is excluded, except in the event of the Supplier's bankruptcy or if judicial debt rescheduling is applied in respect of the Supplier.

The full claim for payment is payable on demand in the following instances:

A. if any payment deadline has been exceeded;
B. if the Client has been declared bankrupt or requests suspension of payments;
C. if any of the Client's assets or claims are seized;
D. if the Client (if a company) is dissolved or wound up;
E. if the Client (if a natural person) makes a request for judicial debt rescheduling, is placed under guardianship or dies.

If payment has not been made by the payment deadline specified, the Client is immediately liable to pay the Supplier interest. That interest is payable at a rate equal to the statutory rate. For the purposes of calculating the interest, partial months are counted as full months.

If payment has not been made by the payment deadline specified, the Client is immediately liable to pay the Supplier all extrajudicial costs (actual extrajudicial costs).

If judicial proceedings are decided in the Supplier's favour, all costs incurred by the Supplier in connection with those proceedings are for the Client's account.

Article 13 Retention of title and pledging

After delivery, the Supplier remains the owner of the objects delivered for as long as:

A. the Client fails or will fail in the fulfilment of the obligations stemming from this agreement or any similar agreements;
B. the Client fails or will fail to pay for any goods delivered or to be delivered under such agreements;
C. the Client has not paid any claims arising from non-fulfilment of those agreements, such as compensation for damages, penalties, interest and costs.

As long as any objects are subject to retention of title, the Client may not encumber those objects in any way that exceeds the scope of the Client's ordinary activities.

Having invoked retention of ownership, the Supplier may retrieve the objects delivered. The Client must allow the Supplier to enter the place where those objects are located.

If the Supplier cannot invoke retention of title because the objects delivered have been subject to confusion, deformation or accession, the Client is obliged to give the newly formed objects in pledge to the Supplier.

Article 14 Termination

If the Client wishes to dissolve the agreement without the Supplier having failed in the performance thereof and if the Supplier so agrees, the agreement will be terminated by mutual consent. In that event, the Supplier is entitled to reimbursement for all financial losses incurred, such as damages, loss of profits and costs.

Article 15 Applicable law and competent court

These Terms & Conditions are governed by the laws of the Netherlands.

Only the Dutch civil court within whose jurisdiction the Supplier's place of business is situated is competent to pass judgment on disputes, unless such is at odds with any mandatory rules of law. The Supplier is entitled to deviate from this jurisdiction clause and apply the statutory rules for jurisdiction.

The Parties may agree on another form of dispute settlement, such as arbitration or mediation.