General Terms and Conditions Chargertech
Article 1. Definitions
For the purpose of these General Terms and Conditions the following definitions shall apply:
Customer: the natural person or legal person with whom Supplier has entered into an Agreement for the delivery of Products and/or provision of Services, to which these General Terms and Conditions apply.
References in these General Terms and Conditions to the definition
Customer shall, for the purpose of these General Terms and Conditions, also include third parties engaged by Customer. A Customer may be a Consumer or Entrepreneur.
General Terms and Conditions: the present General Terms and Conditions
Consumer: the natural person not acting in the practice of a profession or operation of a business, with whom Supplier has entered into an Agreement for the delivery of Products and/or provision of
Service: assembly, mounting and installation of the Product as agreed
Supplier: Chargertech, registered at (5281 RP) Boxtel, Van Salmstraat 87, Chamber of Commerce number: 17201609.
Entrepreneur: any Customer not covered by the definition of Consumer.
Completion: Completion shall mean that the Product is made available ready for use, on the understanding however, that subsequent mounting and/or assembly of some parts of the Product at the request of Customer does not affect Completion.
Agreement: the arrangements made by telephone, by email, in a document or otherwise on the basis of which Supplier supplies/provides to Customer the Products and/or Services specified therein.
Party(Parties): Customer or Supplier separately (“Party”) or jointly (“Parties”)
Product: Car related parts and (car) tuning products.
Website: www.chargertech.nl and www.discountonderdelen.nl
Article 2. Applicability of General Terms and Conditions
2.1 These General Terms and Conditions shall apply to all offers and/or price quotations and/or Agreements under which Supplier supplies Products and/or provides Services to Customer. In case these Terms and Conditions apply to an Agreement they shall also apply to any agreements resulting from the Agreement.
2.2 Deviation of and additions to these General Terms and Conditions shall be valid only if agreed in writing.
2.3 The applicability of any purchase conditions or conditions of sale of Customer is expressly rejected.
Article 3. Offer/price quotation
3.1 An offer shall be binding during the time stated in the offer. In case no time has been specified, the offer shall be valid for one day. An offer is provided on the basis of information supplied by Customer. Customer is obliged to provide to Supplier with any and all facts and/or circumstances that may influence the performance of the Agreement, to the extent that these were or should have been known to Customer.
3.2 The use of illustrations in the Website is such that they are a faithful representation of the Products offered.
3.3 Apparent mistakes and errors in the offer shall not be binding on Supplier.
3.4 Any Services and Products that are not mentioned in the offer and/or are expressly excluded are no part of the Agreement. However, after consultation with Supplier they may be considered contract variations in accordance with article 15 of these General Terms and Conditions. These General Terms and Conditions also apply to those contract variations.
Article 4. Price
4.1 Prices offered and agreed for the Services are inclusive of VAT and are based on those taxes, charges, wages, social contributions, prices of raw and other materials and other costs as they apply on the date of the written offer.
4.2 Prices offered and agreed for the Products are exclusive of shipping and inclusive of VAT.
4.3 Supplier has the right to charge additional costs if they are caused by incorrect information provided by Customer.
4.4 In addition to that Supplier has the right to charge additional costs:
- that are caused by circumstances increasing costs of which the possibility that they would occur did not need to be taken into account at the time of conclusion of the Agreement;
- that cannot be attributed to Supplier;
- that are considerable compared to the price of the Product.
4.5 In case in the opinion of Supplier circumstances increasing costs have occurred he is obliged to inform Customer of this within a reasonable period of time.
Article 5. Conclusion of the Agreement
5.1 Subject to the provisions of paragraph 3 an Agreement is concluded:
- by receipt of payment in case of an order placed through the Website;
- by a confirmation sent by Supplier, which confirmation is deemed to be received at the time at which the confirmation has been sent by Supplier; or
- if Customer actually enables Supplier to commence the Service or supply the Product.
5.2 In case of an oral order given by Customer the contents of that agreed and confirmed in writing by Supplier shall be deemed correct, unless Customer immediately notifies Supplier of his objections to said representation of the contents.
5.3 An offer of Supplier that differs from the initial offer shall be deemed a new offer and a rejection of the original offer, unless expressly agreed otherwise by the Parties.
5.4 The provisions of this article shall apply accordingly to modifications of and additions to this Agreement or subsequent arrangements.
Article 6. Time of delivery
6.1 The time of delivery commences on conclusion of the Agreement in accordance with article 5 (Conclusion of the Agreement) and once any information, resources and materials that are required for Supplier and to be provided by Customer have been obtained by Supplier.
6.2 All times (of delivery) provided by Supplier are indicative and shall never be considered final deadlines. Mere non-observance of a time of delivery shall not cause Supplier to be in default.
6.3 In case of risk of non-observance of any time (of delivery) Supplier and Customer will consult each other as soon as possible.
6.4 Supplier shall not be in default until after Customer has sent Supplier a written notice of default, demanding Supplier to subsequently deliver in a reasonable time, and said delivery has not taken place.
6.5 On account of non-observance of the time of delivery by whatever cause Entrepreneur can never exercise any rights to damages, cancellation of the Agreement or non-observance of any obligation under the Agreement (such as but not limited to set-off and suspension) that result for Entrepreneur from the Agreement concluded with Supplier.
Article 7. Payment
7.1 Unless agreed otherwise Customer is obliged to pay the price agreed prior to Completion.
7.2 After expiry of the times referred to in paragraph 1 the Consumer shall be immediately in default without a specific notice of default being required. From that point in time Supplier has the right to charge to Customer a contractual interest in the amount of 5% per year of the principal amount of the claim, or legal interest, whichever is higher, until the time at which the amounts due have been received.
7.3 After expiry of the times referred to in paragraph 1 the Entrepreneur shall be immediately in default without a specific notice of default being required. From that point in time Supplier has the right to charge to the Entrepreneur a contractual interest in the amount of 10% per year of the principal amount of the claim or legal, commercial interest, whichever is higher, until the time at which the amounts due have been received.
7.4 In case, after a written notice of default, Customer still fails to pay the amount due, Supplier shall have the right to increase this amount by costs of collection according to the graduated rates of the Netherlands Extrajudicial Collection Costs Decree ("Besluit vergoeding voor buitengerechtelijke incassokosten").
7.5 In case the Entrepreneur has any counterclaims on Supplier for whatever reason, Entrepreneur does not have the right to set off the claim(s) of Supplier on Entrepreneur against said counterclaims. This prohibition to set off claims also applies in case Entrepreneur requests for (provisional) suspension of payment, is declared bankrupt or if the statutory debt rescheduling regulations are declared applicable to him.
Article 8. Obligations of Customer
8.1 Customer shall ensure that the information and specific regulations of the authorities required for the performance of the Agreement, this to the extent that those may be relevant for Supplier, are made available to Supplier in accordance with Supplier's instructions.
8.2 Customer is obliged to immediately inform Supplier of any errors or defects that are apparent to Customer, in constructions and methods, construction materials, materials or auxiliary materials, which Supplier intends to supply or use according to the documentation and/or information provided to Customer by Supplier.
8.3 Customer shall enable Supplier to supply the Products and perform the Services and therefore, give him the opportunity to perform the work as agreed.
8.4 Customer is obliged to ensure that the materials and auxiliary materials used during the work are or may be stored in a proper way and that no work takes place that may cause damage to the Product.
8.5 Customer is obliged to use the Product in accordance with the instructions and advice of Supplier.
Article 9. Liability of Customer
9.1 Customer is responsible and liable for any damage caused by the constructions and operating methods prescribed by him or on his behalf, any orders and directions given by him or on his behalf, and any information provided by him or on his behalf.
9.2 In this connection Customer is liable for damage caused by construction materials, materials or auxiliary materials that have been provided or prescribed by him or on his behalf and that, because of their nature, are not suitable for the purpose for which they are intended according to the Agreement.
9.3 In case Customer does not comply with the provisions of article 8 (Obligations of Customer), Customer is obliged to compensate any damage caused to Entrepreneur as a result of that. Any damage caused to Customer itself shall be borne by Customer.
Article 10. Liability of Supplier
10.1 Supplier is not liable as part of the conclusion and/or performance of an Agreement to which these General Terms and Conditions apply, except as provided for by this article.
10.2 Supplier is liable for damage resulting from a failure in performance that is attributable to Supplier only in the following cases, to the extent that this liability has not been limited by other provisions in this article, and to amounts not exceeding those specified herein:
- In case of damage due to death or physical injury, up to the invoice amount for each case.
- In case of damage due to damage to goods of Customer caused during work in connection with the performance of the Agreement, up to an amount not exceeding the invoice amount for each case.
10.3 Failures in performance on the part of manufacturers and suppliers are not attributable to Supplier.
10.4 Damage caused by mounting and installation of the Product is inherent to the Service and is expressly accepted by Customer.
10.5 Supplier cannot refer to the limitation of liability as referred to in this article in case damage was caused by intent or recklessness on the part of Supplier who was aware that this may lead to said damage.
10.6 This article does not exclude the rights of a Consumer by virtue of article 7:24 BW (Dutch Civil Code).
Article 11. Conformity and warranty
11.1 Products and/or the Services shall meet the standards of proper, reliable work and the provisions of the Agreement and these General Terms and Conditions.
11.2 In case a warranty beyond this scope is given to Supplier by the manufacturer of the Product, said warranty shall also apply to Customer.
11.3 The warranty is voided in case the defect is caused by an external cause or in case Customer processes and/or installs the Product.
11.4 In case of costs caused to Supplier for the verification of the defect, said costs shall be borne by Customer, in case and to the extent that the defect concerned is not covered by warranty.
Article 12. Completion
12.1 Place and way of completion shall take place at Supplier's unless provided for otherwise in the Agreement (for instance in case of shipment).
12.2 Customer is obliged to be present at the day of Completion for the purpose of approval of Completion of the Product.
12.3 The risk of loss of or damage to the Products passes to Customer at the time at which the Products are shipped by Supplier.
Article 13. Defects / Complaints
13.1 Customer is obliged to notify Supplier on Completion of any defects/complaints established by Customer on completion without further inspection. In case Customer approves the Product on Completion it is assumed, barring proof to the contrary, that Customer has not found any complaints. The consequences of non-observance by Customer of the obligation referred to in the above sentences shall also apply in case of defects that Customer reasonably should or could have established without further inspection. Any consequences of notifications at a later time are the risk of the other Party.
13.2 Consumers may, beyond the provision in paragraph 1, report a complaint/defect in writing, described clearly and in full, within a time of two months.
13.3 In case Supplier has not been notified of the above defects/complaints within the times referred above, the Product shall be deemed to be received in proper condition.
13.4 Any defects/complaints shall not suspend Customer's payment obligations.
Article 14. Transfer of risk and title
14.1 After Completion the risk in the Product passes to Customer.
14.2 Without prejudice to that provided for by law, the title of the Product will not pass to Customer until after Customer has complied with any payment obligations resulting from the legal relationship existing between Parties.
14.3 For as long as Supplier is deemed the owner of the Product, Customer undertakes towards Supplier to treat with due care the Product supplied, and to refrain from:
- pledging the Product;
- processing, transferring the Product or making it available in any way other way than the normal course of business.
Article 15. Contract variations
15.1 Contract variations shall be agreed between the Parties verbally or in writing. Failing a written order, the rights of Supplier and Customer to set-off or charge any contract variations shall not be affected.
15.2 Contract variations shall take place:
- in case of modification of the Agreement;
- in case of requirements by or on behalf of the authorities on the basis of legal regulations or orders, to the extent that they could not reasonably have been foreseen prior to or at the time of conclusion of the Agreement;
- in those cases in which setting off or charging contract variations has been prescribed in the Agreement or offer.
15.3 Setting off or charging contract variations takes place immediately on payment unless the Parties have expressly agreed otherwise in writing.
Article 16. Intellectual property
16.1 Drawings, technical descriptions, construction methods, designs and calculations made by Supplier or by a third party engaged by Supplier shall remain the property of Supplier. Customer is prohibited from making them available or showing them to third parties for the purpose of receiving a similar offer or order or in order to obtain any benefits for Customer himself and/or any third parties. In case no order is placed, this documentation must be returned free of charge within fourteen days of a request to that effect.
16.2 Information about manufacturing and/or construction methods to which copyrights apply or with respect to which a designer as referred to in the first paragraph has made reservations, may not be used, reproduced, shown to third parties or disclosed by the other Party, unless that has been approved in writing.
Article 17. Cancellation
17.1 Cancellation of the Agreement is possible free of charge until the time at which the Agreement has been concluded in the way as referred to in article 5.1 of these General Terms and Conditions. After this point in time Customer is obliged to pay any costs incurred by Supplier under the Agreement.
17.2 Consumer may cancel the Agreement within seven days in case of distant sale as referred to in article 7:46a in combination with 7:46d Dutch Civil Code.
17.3 Costs of cancellation of the Agreement are borne by Customer.
Article 18. Suspension
18.1 In case Customer has not yet paid at the time of Completion without rightfully referring to a right of suspension pursuant to the law or the Agreement, Supplier, without prejudice to the provisions of article 6:52 Dutch Civil Code, has the right to suspend the corresponding obligation to deliver until said payment has been made or to demand payment in cash, payment in advance or sufficient security for the part to be delivered.
18.2 In case Supplier does not (properly) comply with an obligation resulting from the Agreement, Customer has the right to suspend his corresponding obligation, unless the non-compliance does not justify suspension.
Article 19. Force Majeure
19.1 In case of Force Majeure Supplier has the right to cancel the Agreement or to suspend the performance of its obligations towards the other Party for a reasonable period of time without being liable for any damages.
19.2 For the purpose of these General Terms and Conditions Force Majeure is understood to mean: a non-attributable failure of performance on the part of Supplier, any third parties engaged by Supplier or its suppliers or any other urgent reason on the part of Supplier.
19.3 In case of Force Majeure at the time at which the Agreement has been performed in part, Customer is obliged to fulfil its obligations towards Supplier up to that point in time.
19.4 Circumstances in which Force Majeure exists will include but are not limited to: war, civil disturbance, mobilization, domestic and foreign disorder, measures by authorities, strike and lockout by employees or the risk of these and similar circumstances, substantial changes in exchange rates existing at the time of the Agreement, business interruptions due to fire, natural phenomena, transport and delivery problems caused by weather circumstances, roadblocks and such, accidents and other incidents, machine malfunctions and theft and late delivery and/or failures in performance on the part of suppliers and/or manufacturers.
Article 20. Default on the part of a Party
20.1 In case of default or continued default in the performance of an obligation of either Party, the other Party shall have the right to cancel the Agreement, without prejudice to its right to damages.
20.2 Without prejudice to the provisions of the law, Customer shall be deemed to be in default by operation of the law in case:
- he/she is declared bankrupt;
- he/she applies for (provisional) suspension of payment;
- he/she requests that a debt rescheduling scheme be declared to apply to Customer;
- any legal attachments are imposed against him/her by any third party, unless said attachment is terminated within one month, against the provision of security or otherwise;
- he/she terminates the operation of his/her company.
20.3 In cases such as those referred to in the previous paragraph Supplier shall have the right, in the cases referred to under a, b, c and e, to cancel the Agreement in writing, effective immediately, without notice of default or intervention by a court of law, and in the case referred to under d the same applies, however, after intervention by a court of law and only in case the attachment justifies cancellation.
Article 21. Dispute
21.1 Disputes between Supplier and Customer in connection with the (preparation/conclusion of) the offer, the Agreement, these General Terms and Conditions or agreements resulting from those shall be submitted exclusively to the jurisdiction of the competent court of the district East Brabant ("Arrondissement Oost-Brabant"), location 's-Hertogenbosch.
21.2 In deviation of the provision of the first paragraph, disputes for which the sub-district court ("kantonrechter") is competent, may be submitted by Supplier to the jurisdiction of a subdistrict court in the district of East Brabant.
Article 22. Applicable law
The Agreement and any agreements resulting from the Agreement shall be governed by Dutch law.