Terms & conditions
Article 1. Relevance
1. These conditions apply on all offers of and agreements with Malden based Theunissen Technical Trading B.V. (hereafter called: “Theunissen BV”).
2. Deviations of these conditions are only then binding, if this has been mutually agreed by parties in writing.
Article 2. Offers/agreements
1. all offers of Theunissen BV are without engagement, unless confirmed otherwise in written. An offer without engagement can be revoked still immediately after reception of the acceptance. All provisions from these
general conditions are, as far as the nature of the provision allows this, also applicable if Theunissen BV within the framework of its usual company activity performs services for the counterpart. In that case, instead of
“supplies” or “deliveries” should be read: the performing of services.
2. An agreement with Theunissen BV shall be considered to be mediated after confirmation in written by Theunissen BV, or after execution of an order by Theunissen BV. A written confirmation of the agreement by the
counterpart only binds the Theunissen BV if Theunissen BV has accepted this conformation in written.
3. Price statements in the offers have been based on all circumstances at the time of drawing up the offer. Theunissen BV is, in the period between the offer and the mediation of an agreement, entitled to adjust the
prices to price increases at the factory and/or other price increasing circumstances. Unless explicitly mentioned otherwise, prices are exclusive VAT.
4. All offers expressed in foreign currently have been based on the official ECB end rate appropriate on the day of the offer. At modification of that rate Theunissen BV is entitled to adjust the prices correspondingly.
Unless explicitly mentioned otherwise, offers of Theunissen BV have a validity of 30 days.
Article 3. Delivery time and place of delivery
1. Delivery takes place by written notification to the counterpart that the matters in the stock department of Theunissen BV are to their disposal. Place of supply is always the stock department of Theunissen BV unless
parties explicitly agree otherwise in written. As from the time of delivery the full expense and risk for the matters are tribute to the counterpart and the matters are being stored at their expense and risk.
2. Delivery times are determined by approach. The execution of an order by Theunissen BV starts as soon as all (technical) details are agreed upon and after all data necessary for the implementation of the agreement,
drawings, etc. have come in the possession of Theunissen BV.
3. Exceeding of the delivery time does not entitle the counterpart to dissolve the agreement and/or to any form of compensation, unless there is evidence of deliberation or gross debt on the side of Theunissen BV.
4. Theunissen BV at any time preserves the right to desire, this under suspension of the delivery and/or of making available of the matters, partial or complete pre‐payment of the price due to Theunissen BV, or, to the
choice of Theunissen BV, to desire to lock grant towards Theunissen BV as to the level of the due price.
5. Suspension as meant in Article 3.4 is possible to take place also if the counterpart has not paid a due amount based on any other agreement or delivery, provided that the obligations back and forth result from the
same legal relationship or from affairs that parties have regularly done together.
Article 4. Payment conditions
1. Payment must take place within 30 days after invoice date, net cash, by transferring the due amount on one of the bank accounts mentioned on the invoice of Theunissen BV, notwithstanding the rights of Theunissen
BV as described before in Article 3.4 and 3.5. Discharge payment of the due amount to Theunissen BV has only taken place, after Theunissen BV can freely dispose of the due amount. Settlement, suspension and/or
discount by the counterpart are not permitted. Place of payment is always the place of residence of Theunissen BV. Payment must be done occur in Euro.
2. In case of overdue payment of any amount payable to Theunissen BV, the counterpart is in staff absence, only caused by expiration of the agreed payment term according to law and without the requirement of
summation and/or default proposition, and is due to Theunissen BV the legal trade interest ex art. 6:119a BW over the overdue amount, to count as from the day of payment up to the date of completion of the payment.
For interest calculation, a part of a month is considered to be a complete month.
3. If Theunissen BV has outsourced the collection of any of its due amounts to a third party, according to law the counterpart is due to the costs of extrajudicial collection, which costs are fixed on 15% of the due amount
by the counterpart, yet never less than on € 500,‐ notwithstanding the right of Theunissen BV on complete compensation.
4. Payments by the counterpart will in the first place cover for the satisfaction of all chargeable interest and costs and subsequently for of the oldest due invoices, even if the counterpart states that the payment is
related to a later invoice.
Article 5. Property reservation
1. Theunissen BV remains the owner of all goods supplied until such time as these and all other sums owed by the buyer to Theunissen BV, by virtue of any agreement concluded with Theunissen B.V. to deliver goods or
perform work or services, including claims in respect of the failure to comply with such agreement, are paid in their entirety.
2. The counterpart is not permitted to pledge or otherwise burden matters on which exists retention of title by Theunissen BV without previous approval in written by Theunissen BV, on the understanding that re‐sales
fitting within the framework of the usual companies activity is permitted, as long as Theunissen BV has not informed the counterpart in written that she wants to execute her rights, forthcoming from the retention of title.
3. If and insofar the counterpart has not or not timely met its obligations towards Theunissen BV, the counterpart is in staff absence according to law, without the requirement of summation and/or default proposition,
and is Theunissen BV, without being held to prior notice and/or the notice of default, irrevocably authorized to recall the matters delivered by her from the place where Theunissen BV finds the matters, if and as far as
these are subject to retention of title by Theunissen BV.
Article 6. Accountable and non accountable shortcoming
1. If the counterpart does not or not timely comply with one or more obligations from an agreement with Theunissen BV and this shortcoming is accountable to the counterpart, the counterpart is in staff absence without
default proposition and Theunissen BV can without default proposition terminate the agreement or convert it into an obligation to compensation, by means of a written declaration, unless Theunissen BV still desires
breach of the agreement.
2. If and insofar more than one (legal) person is involved in an agreement with Theunissen BV, these (legal) persons each are individually liable against Theunissen BV for the compliance of the obligations of the counterpart resulting from the agreement with Theunissen BV.
3. If Theunissen BV due to a not accountable shortcoming (force majeure) can not meet its obligations to deliver, the compliance with the agreement is to be suspended for the duration of this force majeure situation. If
the force majeure situation lasts longer than 2 months, Theunissen BV has the competence to annul the agreement in writing, whereupon both parties are removed from their obligations towards each other and possibly
already performed payments will be restituted without giving the counterpart any revendication on compensation against Theunissen BV.
Article 7. Control matters / guarantee
1. The counterpart must check the matters immediately after reception of the matters. Complaints concerning the matters must be presented in written within 8 days after reception of the matters. In the absence of
written complaints of the counterpart within this given period Theunissen BV is considered to have entirely satisfied het obligations resulting from the agreement.
2. Theunissen BV guarantees the counterpart that the matters delivered by Theunissen BV are corresponding to the agreed specifications as well as quality demands, provided that delivered matters are used normally
and carefully and according to the instructions of Theunissen BV.
3. The guarantee of Article 7.2 expires 12 months after the date of supply. Revendication on this guarantee must be done in writing within 8 days after determination of the fault(s) on which the counterpart invokes itself
towards Theunissen BV. A vocation on the guarantee of Article 7.2 does not dismiss the counterpart of its payment obligations resulting from the closed agreement. After acceptance of a revendication on the guarantee
Theunissen BV will repair or replace faulty components or products free of charge. Possible remaining costs which are made thereby, among which (but not restricted to) travel and lodging expenses, are at the expense of
the counterpart. For replaced components a guarantee period of 12 months after the date of delivery applies.
4. Theunissen BV will exert herself to the best to continue the supply of spare components of provided matters as well as replacement products as long as possible, where applies however that as to that she is in many
cases fully dependent of its suppliers.
Article 8. Liability and protection
1. Every liability of Theunissen BV has been restricted to the amount which is paid in the case concerned under its liability insurance(s) taken, enhanced with the own risk which is at the expense of Theunissen BV under the insurance contract. If for any reason whatsoever no payment from called insurance takes place, every liability is restricted to the invoice amount which in the concerning matter, in the 12 months before the event as a result of which the liability arose, has been charged to the counterpart, this with maximum of € 50,000, 00 (in words: fifty thousand euro). Theunissen BV is never responsible for damage in the form of loss of revenue or
turnover, reduced goodwill or any other consequential damage.
2. The liability restriction as defined in the previous article does not apply to deliberate recklessness of Theunissen BV.
3. The counterpart safeguards Theunissen BV explicitly and in every way for claims from third parties, resulting from or related to deliveries or provided services, explicitly including product liability claims. The counterpart is required to insure itself and remain insured for product liability risks.
Article 9. Right and forum choice
1. On all agreements with and offers and/or supplies of Theunissen BV. the Dutch law applies. The relevance of the Viennese buy treaty is excluded.
2. The court in Arnhem (The Netherlands) is at exclusion competent to take notice of all disputes, coming from or related to agreements with Theunissen B.V. as well as offers/deliveries from Theunissen B.V.
Article 10. Miscellaneous
1. All taxes, import levies and/or other levies and all other government regulations and/or aim lines come to the expense and risk of the counterpart unless agreed otherwise and stated in writing and/or the opposite results from mandatory provisions.
2. If one or more provisions in these general conditions should prove to be invalid or not binding then the remaining provisions between parties remain undiminished effective. Theunissen BV. is authorized to replace the concerning unvalid or unbinding clause(s) by a legal clause(s) which matches best with the scope of the concerning unvalid or unbinding clause.
Article 11. Privacy statement
1. Theunissen B.V. will only process the personal data of the Client in accordance with its privacy statement, which is an inseparable part of these conditions.
2. The privacy policy of Theunissen B.V. at least complies with the provisions of the Personal Data Protection Act.
Article 12. Hardship clause
1. If the assumed circumstances of which parties at the time of documentation change such that compliance of one or more of these conditions by both parties can no longer be required, deliberation will take place on an interim amendment of the agreement. Subject to the original intent of both parties.
2. If Theunissen BV and the counterpart cannot reach an agreement on the deliberation as stated in Article 11.1, Theunissen B.V. is entitled to wind up this agreement without formal notice. The counterpart will not be able to claim compensation against Theunissen B.V.
