General terms and conditions of sales and delivery

Definitions:

The use of the term 'vendor' in these terms and conditions encompasses the Dutch private company with limited liability '247TailorSteel B.V.', for which the registered office is at (7051HS) Varsseveld, Markenweg no. 11, as well as all employees of the company and other persons employed by or for the company. 

The use of the term ‘customer’ in these terms and conditions encompasses anyone with whom 247TailorSteel B.V. enters or will enter into an agreement, anyone to or for whom 247TailorSteel B.V. makes an offer, anyone to or for whom 247TailorSteel B.V. supplies or anyone to or for whom 247TailorSteel B.V. provides a performance.

General:

These general terms and conditions apply to all agreements with the vendor, be these concluded or not yet concluded, relating to all offers, deliveries and performances by the vendor, for all quotes, offers and all other legal relationships between the vendor and customer.

Any general reference from the customer to other general terms and conditions does not render these applicable. The vendor expressly rejects the applicability of any general terms and conditions from the customer.

Any agreements in violation of or in addition to these terms and conditions are valid only if and insofar as these have been confirmed by the vendor in writing within a period of seven days. Any such agreements apply solely to the relevant transaction.
247TailorSteel B.V. is at all times entitled to modify or revise the general terms and conditions of this website.

Offer and agreement:

The vendor’s general offers or (price) quotes through the www.247TailorSteel.com website or any other medium are non-binding and the vendor is under no obligation to abide by these. They apply only as an invitation to the customer to place an order.

No rights can therefore be derived from the written or electronic offers on the aforementioned website. An individual price quote to the customer is binding for the vendor only if this has been made in writing or by electronic means and if this is accepted by the customer in writing by the expiration date included in the quote. 

A (purchase) agreement to which these general terms and conditions apply is established when the vendor expressly confirms the order from the customer in writing or by electronic means, or if the vendor takes action to fulfill the order without giving any further notice to the customer. The vendor, for reasons of its own, has the right to refuse or accept orders only if, based on the vendor’s own reasonable judgment, the financial condition of the customer is such that advance payment or a statement of security is required, until which point all or part of the agreement shall be suspended. If the advance payment is not available or the customer cannot provide a statement of security to the reasonable satisfaction of the vendor, the vendor is entitled to dissolve the agreement without a written statement to this effect and without legal intervention, to the extent permitted by law. 
The vendor is entitled to suspend delivery if, due to force majeure, compliance with the vendor’s delivery obligation cannot reasonably be required by the vendor. Should the circumstances surrounding the force majeure last for longer than two months, both parties shall be entitled to dissolve the agreement by making a single written declaration, to the extent permitted by law. 

A force majeure can arise due to, but not limited to, the following: 

1. Business disruption or interruption of any kind and regardless of the way in which it occurs;
2. Delayed delivery or delivery that is too late by the vendor and/or its suppliers or by third parties;
3. Transport difficulties and obstructions any nature which hamper or hinder delivery to the vendor’s company or from the vendor’s company to the customer;
4. Import or export restrictions of any kind.

Pricing:

The agreed prices are based on any information provided with the request, exclude VAT and any other government taxes on sale and supply, and are based on delivery ex factory/warehouse (EXW) pursuant to the Incoterms valid on the date of the offer, except as otherwise specified in these terms and conditions. 

If, after the date of completion of the agreement, one or more cost price factors have been increased, even if this occurred under foreseeable circumstances, the vendor is entitled to increase the agreed price accordingly and to charge it in full to the customer.

The price does not include packaging. The vendor reserves the right to charge to the customer the cost of any special packaging or packaging required by the customer. Packaging is not accepted in return. 

If the customer is a trader established outside the Netherlands and the goods must be exported out of the Netherlands (within the framework of intercommunity delivery or otherwise), the customer must ensure that he/she is registered for the applicable sales tax in the relevant country. Unless otherwise agreed in writing, the customer indemnifies the vendor for any damage resulting from invoices that are incorrectly based on a zero rate.

Despite the high degree of care with which the website and other mailing lists are formulated, the vendor cannot accept liability for any incorrect data or prices. The customer is not entitled to any corresponding obligations from the vendor.

Drawings, calculations, descriptions, models, tools etc.:  

De verkoper staat er voor in dat alle informatie ter uitvoering van de overeenkomst niet anders dan met schriftelijke toestemming van de koper wordt gekopieerd, aan derden getoond, bekend gemaakt of gebruikt . DXF Files blijven ten allen tijde het intellectuele eigendom van koper.

Delivery:

Delivery is ex factory/warehouse of the vendor, unless otherwise agreed.

Delivery is deemed to have taken place at the time at which the goods leave the vendor’s factory or warehouse or at the time at which the vendor has notified the customer that the goods are ready for shipping, whichever is earlier.

From its time of delivery, the customer immediately carries the risk for all direct and indirect damages that may arise to or through the product, except for those for which the intent or gross negligence of the vendor is to blame. If, after notice of default, the customer remains in default with the decline of the product, the vendor is entitled to charge the cost of storage of the product to the customer.

If the customer informs the vendor in good time, the vendor is willing to insure the customer for costs arising from shipping damages and other damages, for the period between the day of the transfer of risk to the customer and the day that the customer has actual power over the goods.

Delivery time:

The delivery time begins at the latest at the following times: 

a) The date of conclusion of the agreement; 
b) The date of receipt by the vendor of the necessary documents, data, etc. for performing the order; 
c) The date of completion of any formalities required for the commencement of work; 
d) The date of receipt by the vendor of that which is required to be provided prior to the commencement of work or as security in accordance with the agreement.

The agreed delivery times are subject to unforeseen circumstances and do not give the customer the right to terminate the agreement and/or claim damages, unless the customer can prove intent or gross negligence on the part of the vendor.

The vendor reserves the right to perform partial deliveries and to use a subsequent delivery period of 14 days, as well as to perform a more-or-less delivery of 20% in the case of goods manufactured as part of a special order.

If, at the request of the customer, the delivery is delayed or expedited, the customer is obliged to cover the associated costs. 

The vendor is entitled to charge for additional working hours if the delivery is delayed by circumstances not attributable to the vendor. 

Payment:

Unless agreed otherwise, each payment must be made in advance and within 24 hours to the vendor’s bank account as stated on the invoice, or in any other way as specified by the vendor to the customer, without the customer being entitled to any discount or settlement not expressly stated in the agreement. 

Payment for any additional work is to be made once this has been charged to the customer. All payments must be made, without deduction or settlement, to the vendor’s office or to an account designated by the vendor.

If the customer fails to pay within the agreed period of time, the customer shall be deemed to be in default and the vendor, without giving any notice of default, has the right to charge the customer interest from the due date, at a percentage that is up to 3 points above the statutory interest rate applicable in the Netherlands, as well as all judicial and extra-judicial costs incurred for the recovery of this debt.

The purchase price is payable immediately and without delay upon the death of the customer or upon the customer being declared bankrupt, requesting suspension of payments, acceding to statutory debt restructuring or being placed under guardianship, or upon the customer's company being dissolved or liquidated or significant changes being made thereto or its assets being placed under administration or seized. 

Inspection and acquisition testing:

The customer must approve the product within 14 days of delivery. If this term has expired without written and specified notice of justified complaints, the product is deemed to have been accepted. 

Guarantee:

Without prejudice to the following restrictions, the vendor is responsible for the validity of the delivered product as well as for the quality of the supplied/delivered materials, insofar as this concerns non-visible defects in the delivered product upon inspection or acquisition testing, of which defects the customer proves that these arose within 14 days of delivery, exclusively or predominantly as a direct consequence of inaccuracy or predominantly as a direct consequence of inaccuracy in the construction work performed by the contractor, or due to faulty finishing or the use of low-quality material. 

The customer must inspect the delivered goods immediately after delivery for any non-conformities to the agreement. Any complaints must be submitted to the customer in writing within 14 working days of the delivery date. After the aforementioned period has expired, the delivery is deemed to be irrevocably and unconditionally accepted by the customer. The customer must make the defective goods available to the vendor. If the customer files a complaint, the customer is still obliged to pay for the goods affected by the complaint. 

Quality requirements or quality standards of the goods delivered by the vendor must be expressly agreed upon. The customer has no grounds to file a complaint regarding minor deviations and differences in quality, color or finish that are usual in the industry or unavoidable on technical grounds. 

The vendor’s guarantee obligation does not extend beyond the quality provisions or standards that are expressly agreed upon. 

Any guarantee from the vendor does not apply if:

    a) and for as long as the customer is in default to the vendor; 
    b) the products have been exposed to abnormal conditions or have been handled with negligence or incompetence; 
    c) the vendor is not able to investigate the claim within five (5) working days after its discovery; 
    d) it has been one year or more since delivery; 
    e) it represents standard wear and tear; 
    f) If the agreement concerns goods that involve or involved a third party vendor, the vendor’s responsibility and/or liability is limited to that for which the supplier or third party/parties affiliated with the vendor is/are responsible and/or liable.

Acceptance and claims:

Without prejudice to the provisions under ‘Guarantee’, the customer can neither claim that the delivered goods do not comply with the agreement nor that there are clearly visible defects or damages to the delivered goods, unless the customer notifies the vendor of this within 14 days after delivery. If notification is not made in writing, the complaint must be confirmed by the customer in writing as quickly as possible, within no more than seven (7) days. 

The customer is no longer entitled to make a complaint if the goods have been processed or if the condition of the delivered goods has been changed in any way. The customer is responsible for proving that the delivered goods do not conform to the agreement. 

In the event of complaints about the delivered goods, the customer is obliged to allow the vendor the opportunity to review the validity of the complaint; the customer shall provide the vendor the opportunity to investigate the goods involved in the complaint and make these available to the vendor for investigation if necessary.

The customer shall also cooperate with the vendor’s investigation, insofar as this can reasonably be expected of the customer. The customer shall not take any action that would render it difficult for the vendor to determine the nature of the complaint. The vendor is obliged to conduct the investigation in the least burdensome manner possible. If the complaint is unfounded, all reasonable costs incurred by this investigation are the responsibility of the customer.

In the event of insignificant shortcomings, particularly those which do not or which scarcely affect the intended use of the product, the product shall be deemed as accepted, despite these shortcomings. The vendor shall remedy any shortcomings that are caused by the vendor as quickly as possible.
Even if the customer files a complaint on time, the customer is still obliged to pay on time and take delivery of the orders that have been placed. This does not affect the customer’s right to appeal for a legal right of suspension.

Reservation of ownership:

Any goods delivered by the vendor remain the property of the vendor until the following conditions are fulfilled:

• The customer has paid for all delivered parts and all remaining outstanding payments have also been settled;
• The customer has paid for the work and/or additional services provided by or to be provided by the vendor that the vendor is obliged to provide in accordance with the agreement regarding the provision of work and/or supply of goods; 
• The customer has fulfilled any obligations to provide compensation for any damages that have arisen from the customer’s non-compliance with an agreement concerning goods delivery. 

If the customer fails to comply with his/her obligations or there is reasonable cause to believe that the customer shall not comply with these obligations, the vendor is entitled to retain or have retained the delivered items or goods which are subject to reservation of ownership by the vendor or by third parties holding the goods on behalf of the customer. The customer is therefore obliged to co-operate fully with this matter, on penalty of a 10% daily fine of the amount owed by the customer, with a minimum of €250. The customer is obliged to co-operate within reasonable limits with all measures that the vendor wishes to take to protect the reservation of ownership of the vendor in relation to the goods.

Liability:

The liability of the vendor is limited to the fulfillment of the guarantee provisions specified under ‘Guarantee’ in this article.

Except in the case of gross negligence on the part of the vendor and excepting the provisions in the previous paragraph, the vendor is not liable for company damage, indirect damage and damage resulting from the liability of third parties.

The vendor is therefore also not liable for the following: 

• violation of patents, licenses or other third-party rights as a result of using data provided by or on behalf of the customer; 
• damage or loss, for any reason, of any raw materials, semi-finished products, models, tools or other goods made available by the customer.

Unless there is intent or gross negligence on the part of the vendor, compensation for damages in all cases shall be limited to the amount paid by the vendor’s insurance in each particular case.

Compensation for any damage caused by the vendor shall never exceed the amount that has been or shall be, under the terms of the relative agreement, invoiced by the vendor to the customer excluding VAT, except in the case of intent or gross negligence on the part of the vendor. 
The customer is obliged to indemnify or compensate the vendor against all third-party claims for damages, for which the vendor’s liability has been excluded in relation to the customer under these general terms and conditions. 

Choice of forum and law:

Dutch law applies to these general terms and conditions and to all agreements between customer and vendor, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention). 

Any legal proceedings pursuant to an agreement between vendor and customer shall take place at the competent Dutch court where the vendor is situated. This clause acts exclusively for the benefit of the vendor. The vendor therefore reserves the right to settle any legal issues against the customer in accordance with the law of the country in which and in the competent court near which the customer is situated or headquartered.