General
General delivery, warranty and payment conditions of Vogels Autogas
Systems C.V., located and office-holding at 5692 CA Son
Filed with the Eindhoven Chamber of Commerce on 01-01-2007under
number 17034331
1.1. Definitions and Applicability1.1. For the time being, "Other Party" shall mean:
(right) person, who with Vogels Autogas Systems c.v., hereinafter referred to as "Birds",
has concluded an agreement, wishes to conclude, and except
their representative(s), the agent(s), the right-in-court(s) and
heiress(s).
1.2. "Products" means matters (in particular car gas systems,
parts and accessories) and services (such as advice, installation, maintenance, inspection
repair).
1.3. These conditions apply to all offers made by Birds and to
all agreements concluded and to be concluded with Vogels to deliver business
and/or – related or not – to carrying out work
and/or services, subject to otherwise in writing.
1.4. These conditions prevail over any other party's use of
terms and conditions, except with the express written consent of
Birds.
1.5. Rights and obligations arising from links with Birds
agreements may not be signed by The Other Party than with Birds permission to
third parties are transferred.
1.6. These conditions are available for inspection at Vogels' premises and will also be
be sent to the Other Party on request.
2. Offers
2.1. All offers made by Vogels shall be non-binding, unless otherwise written
Listed.
2.2. Transmission of the offer and/or accompanying documentation material is,
except in other words, only informative and does not bind Birds,
nor can rights or claims be derived from it by The Other Party.
3. Agreement
3.1. Subject to the provisions set out below, an agreement shall be reached with Vogels
only after it has accepted a contract in writing, or has
the date of confirmation, or with the
implementation has begun. In case of order confirmation of Birds
it is deemed to reflect the agreement correctly and fully, unless the
The other party immediately protests in writing.
3.2. When Vogels has previously made an offer to the Other Party,
the agreement is in place at the time of receipt of the contract of the
Other.
3.3. Any additional appointments or changes to the contract may be made later
bind Birds only if they have been confirmed in writing.
3.4. For transactions for which, by nature and size, not by offer or
an agreement is concluded, the invoice is deemed to be the
agreement to display correctly and fully, subject to advertising within 3
working days after invoice date.
3.5. Birds shall be entitled to enter into an agreement at or after entering into the agreement before
(further) to require other party assurance, that other party to
its obligations to meet the due within the payment period
will comply. Or the security lodged
is 17 to assess Birds alone. If not – after
written term statement – the security deemed fully sufficient by Vogels is
In the form, Vogels reserves the right to terminate the contract, in which
the case in Art. 7.1 applies.
3.6. Birds shall be empowered, if they deem it necessary or desirable for the appropriate
execution of the Birds contracted in the implementation of the Agreement
others, the costs of which will be incurred by the Other Party
Passed.
3.7. If cases to be delivered in the Netherlands are used outside the Netherlands,
Birds not responsible for meeting technical requirements, standards and/or
regulations laid down by laws and provision in the country where the
use of these matters will not take place, nor will it be liable for any
damage, financial or otherwise, resulting from this.
3.8. All requirements made by the Other Party to supply Products, including:
in particular technical requirements, standards and/or regulations which differ from the
normally applicable requirements, should be required by the
Other party are expressly and in writing reported.
3.9. The other party has been required to provide Birds with all information and documents in good time
necessary for the correct implementation of the agreement.
4. Prices
4.1. Unless otherwise stated, our prices are:
• - based on delivery from birds company, warehouse or other warehouse;
• - excluding B.T.W., import duties, other taxes, levies and duties;
• - excluding the cost of packaging, loading and loading, transport and
Insurance.
• - price changes reserved.
4.2. In the event of an increase in one or more of the cost factors or an interim
general price increase, we are entitled to pay the order price accordingly
with the understanding that already well-known future price increases will be
the time of the order confirmation must be disclosed herein.
4.3. Change in the agreed price as a result of price changes of
more than 10% give the Other Party the right to terminate the agreement, provided that
written and within 7 days of receipt of our relevant communication.
A dissolution as previously reported does not entitle the Other Party to compensation of
any damage.
5. Delivery
5.1. From the time of conclusion of a purchase agreement, purchased items have been
risk of the Other Party. Unless otherwise agreed, delivery
home or company of the Other Party. Free delivery only takes place if and if and not
in so far as this has been agreed by Vogels with the Other Party and on the invoice or
otherwise indicated.
5.2. The time of delivery shall be the time at which the purchased purchased for transport
ready.
5.3. The Other Party shall be obliged to deliver and package it immediately
check for any shortages and/or visible damages in the event of delivery,
or to carry out this check after notification that the purchased
its decision.
5.4. Any shortages and/or damage to the delivered and/or packaging
which are present at delivery, the Other Party must be on the delivery receipt, the
invoice and/or the transport documents and have them listed within 8
days to notify Birds in writing, in the absence of which the Other Party
what has been delivered is considered to have been approved. In this way, advertisements are
no longer being treated in this respect.
5.5. Birds are entitled to deliver in portions (partial supplies), which they
can bill separately.
5.6. Delivery time shall always be approximately, unless expressly
has been agreed in writing. The delivery period begins as soon as all
necessary, by or on behalf of the Other Party, information to be provided in advance in
Birds own it.
5.7. Costs arising from storage in respect of delayed consignment, which
the Other Party's delay, coming from the eighth day after our
communication to The Other Party that the goods are ready for dispatch for
account of the Other Party.
5.8. If cases are not brought within 60 days without giving reasons,
after being picked up by The Other Party, Vogels retains the
right for the contract, in which case Other Party is liable for damages
amount to at least 25% of the invoice amount.
5.9. Vertical transport is at the expense and risk of the Other Party, despite the
any other indication on the transport documents.
5.10. In the case of direct or indirect transfer by Other Party to third parties
outside the Netherlands, Vogels is under no circumstances responsible for complying with
technical requirements, standards and/or regulations laid down by laws and regulations
provision in the country where the use of these cases will take place, nor
liable for any form of damage, financial or otherwise, which
result.
6. Payment
6.1. Other party will sell the goods without any discount or set off cash
unless the invoice does not indicate otherwise or is agreed otherwise in writing.
6.2. The other party is in default after the payment period without any such payment
a default is required.
6.3. In the absence of The Other Party, Vogels is entitled to fulfil its obligations with
immediate effect.
6.4. Without prejudice to any other right to Birds, the Other Party in
in the event of omission, interest payable of 2% per month or part thereof,
from the day after the Other Party has fallen into default.
6.5. Any costs, including debt collection, bailiffs and attorney's fees,
both judicial and extrajudicial, which are made by Birds,
in order to ensure compliance with the other party's obligations are
the Other Party. Out-of-court costs are at least 15%
of the amount due with a minimum of € 50 of which no evidence
need to be fed. They are due from the moment the claim
has been handed over to the debt collection, regardless of whether the Other Party is aware of it
Is.
7. Cancellation
7.1. In the event of cancellation by The Other Party, all orders provided by Vogels are
costs and the foregone profits are immediately payable, with a minimum of
10% of the principal, all for as much as necessary plus any
Birds as a result of the cancellation suffered damage.
8. Cessie
8.1. Birds are entitled to the rights and/or obligations arising from the
agreement with the Other Party, to be transferred in whole or in part to third parties;
The other party is entitled to do so only after written consent from
Birds.
9. Non-compliance
9.1. If the Other Party to Birds fails to comply with one of his
commitments or, if she dies, apply for suspension of payment or
declare bankruptcy; if its bankruptcy is filed for bankruptcy, or
if its business is shut down, liquidated or partially or completely or partially
taken over; if any asset is seized, if
a private agreement is offered or if, as a result of the
provisions of the Social Insurance Coordination Act
payment power, this applies (at Vogels's choice) as decomposing
condition, or as a basis for suspending the fulfilment of Vogels' side,
in other words, to use an out-of-court declaration to terminate the agreement
without prejudice to the Birds' further rights. In these cases,
any claim against The Other Party is directly and wholly payable, without Vogels
damages or warranties. In all cases where The Other Party
moreover, it should take seriously its obligations to Birds not to
it is obliged to inform Birds thereof.
10. Reservation of ownership
10.1. Delivery takes place under reservation of ownership. This reservation applies to
claims for payment of all by Vogels to The Other Party pursuant to
any contract delivered or delivered and/or in the context of delivery
activities carried out and in the area of claims as a matter of
failure of The Other Party in the fulfilment of these agreements.
10.2. Birds shall be empowered to, in one of the cases as defined in Article 10,
delivered items owned in accordance with the previous Article Member Vogels' property
at the other party's expense. Such a takeback
is considered to be the dissolution of the agreement(s) concluded with the Other Party. For
as necessary, Birds is considered irrevocably by The Other Party
authorised to remove the relevant matters where they are
are in a position. Cases listed on unpaid invoices and present at The Other Party,
are considered to relate to those invoices and, as a result, under the
reservation of ownership.
10.3. The Other Party shall be competent if necessary in the context of its
normal business on the matters on which the right of ownership rests,
have access to it. If The Other Party makes use of this power, it is obliged to
the matters on which the reservation of ownership rests, also to third parties only
subject to Vogels' property rights. It is also obliged to
birds, at her first request, to grant a silent lien on the claims
the Other Party on a third party concerned. In case Of Other Party
this provision is irrevocable power of attorney to Birds in order to
pledge.
11. Control and advertising
11.1. A Counterparty, which is not an end user, shall be deemed to be within eight
working days after receiving a check. Any commercials
Birds within eight working days of the discovery of possible
imperfections by The Other Party in writing and motivated.
11.2. Advertisements, which reach Birds after eight working days, will be by Birds
(except in exceptional cases of
coulance) are no longer treated.
11.3. Slight deviations, which are common within the common practice of trade
tolerances do not constitute grounds for advertising.
11.4. The handling of an advertisement suspends the obligation to pay
No other party on.
12. Guarantee
12.1. Birds shall ensure that the products supplied by Vogels of sound
material and good craftsmanship are manufactured. Should there nevertheless be defects
in the products supplied by Birds as a result of manufacture and/or
material errors, birds, after examination in accordance with Article
12.3, to repair these defects, within the time limit to be specified by it, or
make the necessary parts available for recovery, the relevant
Replace products in whole or in part or not exceed the invoice value of the
Products reimburse one and a half to hair exclusively. This warranty applies
for one year after delivery.
12.2. Refurbished or repaired parts shall be subject to a warranty period of
three months after revision or repair.
12.3. If the product supplied contains a complete car gas system,
this to be built in by Vogels or a dealer approved by Vogels, according to
the standard installation rules, the legal requirements and a copy of the
warranty card returned to Birds within thirty (30) days of delivery
provided that the guarantee period referred to in Article 12.1 is 2 years
except in the dese which are written.
12.4. The Other Party is obliged to provide a designated
expert at the request of Vogels to enable the lack of
Product, in the absence of which the right to warranty expires. The
expert's ruling is binding on both parties. The cost of
the aforementioned expertise is on behalf of Vogels if the Other Party is rightly
has relied on the guarantee, otherwise on behalf of The Other Party.
12.5. Claims under this guarantee must be made to Birds within eight days
after a defect occurs by reporting by registered letter.
lack of timely advertising, any claim against Birds expires. Actions
in this field, within 13 months of timely advertising, must be used on pain of expiry
to be brought.
12.6. If Birds are required to submit the Products to The Other Party at the request of The Other Party,
birds is authorised to pay the costs incurred, including
travel expenses, accommodation, food, to charge the other party
12.7. In any event, the under-guarantee is that there are defects which occur in, or
the total or part of:
12.7.1. failure to comply with instructions for use, operating instructions
etc. or by normal use other than the normal one;
12.7.2. normal wear and tear;
12.7.3. modification of data on the guarantee card;
12.7.4. change in data on the required government stickers
Birds are provided;
12.7.5. installation/installation, repair or adjustment by third parties, at least a failure by
Birds licensed dealer or. Counterparty, without prior written
consent of Birds;
12.7.6. the application of any government regulation on the nature or quality of
materials applied;
12.7.7. materials provided by The Other Party to Birds for the processing or execution of
a contract has been issued, unless expressly agreed otherwise;
12.7.8. materials and/or goods used in consultation with The Other Party; Not
products supplied by Birds;
12.7.9. advice provided by Birds, unless expressly otherwise
Agreed
12.7.10. processing by Other Party of Products, unless Birds a certain
method of processing expressly in writing in its documentation brochures, etc.,
indicates or has admitted it in writing without reservation;
12.7.11. due to external influences, installation errors;
12.7.12. wrong or inferior fuel;
12.7.13. Demonstrable failure to comply with the maintained maintenance schedule of
importer and/or Vogels.
12.8. If The Other Party does not comply properly or not in time for any
obligation, which for him from the agreement concluded with Vogels or from a
related agreement, Birds is concerned with the
Agreement for no guarantee or compensation - whatever the name -
Held.
12.9. Any claim under this Article shall be voided if The Other Party
without the prior written consent of Vogels, it or does
repair, disassembly or other work relating to the
Products.
12.10. If Birds comply with parts or
Products replaces, replaced Products or parts become its property.
Birds are authorised to charge the transport costs of these (parts of the) Products in
unless Vogels has ordered the transport.
12.11. To any other obligation, such as compensation, without prejudice to the
article 13, Birds will never be kept.
13. Liability
13.1. Birds are not liable for the costs, damages and the like that
originated as a direct or indirect consequence of:
13.1.1. Force majeure, as defined in these conditions;
13.1.2. Acts of or omission by the Other Party, its subordinates, then
other persons employed by or because of him;
13.1.3. The application of one of the products referred to in Article 12.6
Circumstances.
13.2. Birds shall be liable only to the extent that its insurance covers this, for
damage to Products or property from or (injury) damage at Other Party and/or
third parties, insofar as they are created by the intention or gross negligence of Vogels or they, who are
Birds have been employed, with the maximum the assurance of by Vogels
Amount. If, where appropriate, insurance cover is not shown to be
for whatever reason, the liability of Birds is limited to
invoice value, excluding VAT.
13.3. Birds are never liable for damages or defects that occur after the
installation of LPG equipment, which is the result of designs/or
material choices and from the car manufacturer.
13.4. Birds shall never be liable for any indirect damages of The Other Party or
third, including consequential, intangible, industrial or environmental damage.
13.5. Other party clears and compensates Vogels for all claims of
third parties on the supply of Products.
14. Force majeure
14.1. Force majeure, meaning if any circumstance outside of Birds will and will do, all
not foreseeable at the time of the contract's adoption, as a result of which
the fulfilment of which cannot reasonably be required of Birds,
Birds have the right to suspend our obligation. Under force majeure,
more (but not exclusively) means a lack of raw materials, factory or
transport disruptions of any kind, strikes, exclusion or lack of
personnel, quarantine, epidemics, mobilisation, martial law, war, disturbances,
obstructed or closed landings on land, sea or air, frost-barred,
deficiencies of third parties that Birds have for the purpose of implementing the
agreement, as well as any obstacles caused by
government measures.
14.2. The same circumstances concerning our suppliers or by Vogels
experts are also covered by this provision.
14.3. If a force majeure situation arises on our side, we will
Notify the other party thereof as soon as possible and inform its messages or
compliance is still possible and if so, within what time frame.
14.4. If compliance is impossible, or is not permanently impossible,
can't still take place within three months, both parties have the power to
agreement by notifying the other Party in writing
without one party having a claim to the other
Compensation. As regards the part of the
the Other Party shall continue to be paid.
14.5. If, as a result of force majeure, the quantity of
available product is at a time insufficient to cover our own
needs or those of our buyers, we are entitled to continue to
force majeure to provide these relationships in proportion to the
stock, without the obligation to supplement the
Missing.
15. Place of compliance, applicable law, disputes, competent court
15.1. The place where the Other Party must fulfil its obligations to Birds
is Vogels' location.
15.2. All Birds' agreements are the same as Dutch law.
15.3. In the case of disputes concerning the cause of damage and/or a defect in the
autogas system will be experted by the parties by mutual agreement
to provide binding advice on the problem raised. Before
appointment must be obtained from our
doors to the person of the binding advisor. If parties in
mutual consultation will not be able to come to the appointment of a binding advisor,
this appointment is made by the most reasonable party by the district court to
Eindhoven.
15.4. If it has proved impossible to resolve a dispute referred to in the above mentioned
article, the dispute will be presented, at the choice of Birds,
to the competent court of Vogels' place of establishment or that of the
Client. In the case of disputes to be brought by the client,
the competent court of the place of establishment of Birds. This provision allows
without prejudice to the power of the Other Party to impose a claim in
reconvention in court, where the case is hanging.