General Sales, Delivery and Payment Conditions

Of the private company

Handelsonderneming Gebr. Beckers B.V.

established in Enschede

Handelsonderneming Gebr.Beckers B.V.

• De Reulver 76
• 7544 RT, Enschede
• Telephone: 053 - 4312471
• E-mail: info@beckersmachines.nl 
• Registration Chamber of Commerce: 060.53.857

Article 1 ACCLICABILITY

1.1
These general terms and conditions apply to all our offers and all agreements we have entered into, whatever called. In particular, these terms and conditions also apply to agreements entered into by us to deliver matters to our buyers.

1.2
Where in these general terms and conditions there is talk of "buyer", this must be understood to mean any natural or legal person who is in a contractual relationship, under a purchase or other type of agreement concluded with us, as well as any natural or legal person who wishes to enter into a purchase or other type of agreement with us.

In particular, "buyer" also means the person in whose assignment and whose account goods are delivered.

1.3
The provisions of these general terms and conditions can only be deviated from and only if and insofar as this has been explicitly agreed in writing.

1.4
If the buyer also refers to his general terms and conditions, the conditions of the buyer do not apply. This is only different if and insofar as the applicability of the conditions of the buyer has been explicitly accepted by us and insofar as the conditions of the buyer do not violate the provisions of our general terms and conditions.

If the buyer's conditions come contrary to our general terms and conditions, then only the provisions of our terms and conditions apply. Any other clause in the conditions of the buyer does not affect the foregoing.

1.5
Where these general terms and conditions are referred to as "(delivery of) matters", this also includes the provision of services and activities of any kind.

These General Terms and Conditions also apply to the provision of services and activities by us.

Article 2 OFFERS

2.1
All our quotations must be regarded as invitations to the potential buyer to make an offer. They therefore do not bind us in any way, unless the opposite is explicitly and unambiguously in writing in the quotation itself.

The assignment given to us serves as an offer, which is only deemed to have been accepted by us after written confirmation on our part (the so -called order confirmation).

If no term is indicated, quotations made by us are valid for 8 days, from the day of the quotation.

2.2
Of quotations made by us: designs, drawings, descriptions, images and the like, as well as any appendices and documents that relate to our quotations.

All this remains our property, we must be returned to us at our request and may not be copied or delivered to third parties without our explicit written permission, this on pain of a immediately due and payable fine of… 10,000 (in words: ten thousand guilders) per violation. We also reserve all possibly existing rights due to intellectual and industrial property.

When assignments to manufacture goods on the basis of information provided to us by the buyer, drawings, etc., the buyer indemnifies us completely for any infringements of the rights of third parties.

2.3
If the assignment to which our quotation relates is not within the period during which the quotation is valid for us, we can charge the buyer the costs that were attached to the buyer for us.

2.4
The content of leaflets, printed matters, catalogs etc. does not bind us, unless the agreement explicitly referred to this in writing.

Article 3 ADVICE, DESIGNS AND MATERIALS

3.1
Information and advice provided by us are only of a general nature and without obligation.

3.2
We accept no responsibility for a design worked out by or on behalf of the buyer, nor for any advice in response to that design.

The buyer is responsible for the functional suitability of the materials prescribed by the buyer. Functional suitability means the suitability of the material for the purpose for which it is intended according to the design of copper.

3.3.
In the event of an assignment, we take the responsibility for us for designs that have not been made by or on our behalf for the manufacture in accordance with the assignment and for the soundness of the materials used, insofar as these materials are not prescribed by the buyer.

The buyer is authorized not to investigate (or have) investigated materials prescribed by him. The associated costs are for his account. After processing the materials, the buyer cannot rely on the fact that the materials used are not functionally suitable, nor on other defects that he could reasonably have and/or should discover during an investigation.

3.4
If the buyer wishes to transfer the responsibility for the design made by or on his behalf to us, then we do not have to accept the responsibility.

Sufficient time must be left to us to make a decision about this assignment. We must thereby have the opportunity to study the entire design and to be calculated and the buyer must provide us with all the documents that are necessary or useful for this.

3.5
It cannot be required of us that we conduct the investigation referred to in the previous paragraph free of charge.

3.6
We never accept any responsibility for parts and/or materials made available by the buyer himself or are prescribed by the buyer.

Article 4 DEALING OF THE AGREEMENT

4.1
Agreements will first be established when we accept an assignment given in writing. An agreement is deemed to have been concluded when we send our order confirmation. As a date of acceptance/confirmation of the assignment, the date on which we send the order confirmation is the case.

4.2
The order confirmation sent to the buyer to the buyer is deemed to display the content of the concluded agreement in full and correct. The buyer is deemed to agree with the content of the order confirmation, unless he informs us in writing within seven days of the date of the order confirmation that he cannot agree with its content.

4.3
Any additional agreements and/or commitments made and/or made by our employees or made on our behalf and/or made by other persons who act as representative (s), only bind us if these agreements and/or commitments have been confirmed in writing by our authorized drivers.

4.4
These General Terms and Conditions apply to all quotations from us as if they were literally included.

Article 5 PRICES

5.1
Our prices are, unless explicitly agreed otherwise in writing, excluding sales tax, costs for transport, assembly and packaging.

5.2
The method of packaging and shipment is determined by us. Unless otherwise agreed otherwise, packaging is not taken back by us.

5.3
The prices stated in quotations, contracts and order confirmations are based on the cost factors applicable at the time of the conclusion of the Agreement, such as currency races, raw material and material prices, wage and transport costs, taxes, import duties and other government levies.

5.4
We reserve the right to charge the buyer to the buyer to charge the buyer in one or more of the cost factors before the date on which the agreement was concluded, but before the day of delivery will occur in one or more of the cost factors.

Furthermore, in such a case we have the right to declare the agreement wholly or partially dissolved without judicial intervention being required. The latter right also comes to the buyer, but only if we take the position within 3 months of the conclusion of the agreement that a change in the costs stated in the order confirmation arises.

If the buyer uses this right, he must invoke the dissolution within 5 days of receiving the relevant communication from us by registered letter.

5.5
If it is not in accordance with what was known for the composition of composition with what was known to us at the time of the conclusion of the agreement, we are entitled to charge the buyer the resulting additional work.

Article 6 DELIVERY AND DELIVERY TIMES

6.1
The delivery times specified by us start on the day on which the agreement was concluded, provided that all the information that we need for the execution of the assignment are in our possession and all formalities are necessary to carry out the assignment.

6.2
The delivery times specified by us will never be considered fatal periods, unless explicitly agreed otherwise in writing. Delivery times are extended by the time during which the buyer has left any amount due, after it has become due and payable.

In the event of late delivery, we must therefore be given written notice of default.

If - in deviation from the above - a fine for exceeding in the delivery time has explicitly agreed in the individual agreement, it is not due if the exceeding of the delivery time is a consequence of the cases of force majeure referred to in Article 12 of these General Terms and Conditions.

6.3
We have the right to carry out an assignment in parts, in the sense that we deliver matters to the buyer. We are then entitled to immediately invoice the buyer delivered to the buyer.

6.4
Unless explicitly agreed otherwise in writing, the delivery of the goods is done off our factory / our warehouse.

6.5
As soon as the goods to be delivered have left our factory / our warehouse, the risk is about these matters to the buyer.

6.6
If the buyer requests the delivery of goods to take place in a manner other than the usual manner, we can charge the buyer the associated costs.

6.7
The buyer is obliged to purchase the goods within the agreed period. In the absence of this, we are entitled to demand - this too too our choice - on the basis of the provisions of Article 6:60 of the Dutch Civil Code that the competent court will free us from our obligation to deliver the agreed goods, or to claim payment of the purchase price of the part that has not been purchased without prior notice of default. If the buyer does not meet his payment obligations, we are entitled to terminate the agreement without judicial intervention.

If the buyer in accordance with the above in default, the goods remains to be purchased within the agreed period and we claim the payment of the purchase price, the goods will be deemed to be delivered and we will save the goods at the expense and risk of the buyer for reimbursement of all costs arising from it.

If no period for purchase has been agreed, we are competent until the measures mentioned in this paragraph, if the goods have not been taken by the buyer within 1 month after our invitation.

6.8
Contrary to the provisions of the previous paragraph, in the event of delivery on the call, it applies that the delivery times or periods are determined by us in consultation with the buyer and confirmed in writing.

Unless stated otherwise in our order confirmation, the buyer has a duty to decrease the obligation within 2 months in the event of an agreed delivery. If, in our opinion, the information required for the execution of the assignment is not in time, the delivery time will be re -determined by us, in consultation with the buyer, after receiving the data and confirmed in writing.

6.9
Any return shipment must always be made free of charge, stating reasons: If these conditions are not taken into account, we are entitled to refuse the return shipment and/or to return it at the expense of the buyer. A return shipment is for the account and risk of the buyer.

6.10
Small deviations in the amount of goods delivered (units) are permitted and delivery does not stand in the way, if and insofar as those deviations are not more or less than 10% of the agreed number of goods to be delivered (units).

Article 7 ADVERTISING

7.1
The buyer is responsible for the accuracy and completeness of and is responsible for the information he has provided us. The buyer must take into account the data, measurements, color fastness and the like, which is part of the information, measurements, and the usual play, and with minor changes in structures or parts that are necessary for the purpose of proper execution.

The goods supplied by us may therefore deviate from the description in the assignment, if and insofar as it concerns small measurements, differences in models and the like and subordinate changes in constructions or parts required for proper version.

7.2
The buyer is obliged - on pain of declaration of the advertising - to try the goods supplied by us within 8 days of delivery. If the test shows that there is an erroneous delivery and/or defects on matters that are observed at the latest, the buyer is obliged to bring to us to us as soon as reasonably possible, but no later than 8 days after the test.

This must be made by registered letter, with an accurate description of the complaint and stating the invoice with which the goods in question were delivered.

7.3
Defects that were not observed at the latest at the time of delivery and test, the buyer must be notified by the buyer within 10 days of the coming to the light of these defects in the manner stated in the previous paragraph.

7.4
Every right of claim of the buyer towards us, relating to defects in the goods supplied by us, lapses if:

• the defects are not informed of us within the periods set out in paragraphs 2 and 3 of this article and/or not in the manner specified there;
• the buyer does not or insufficiently cooperate with regard to an investigation into the merits of the complaints;
• the buyer has used and/or has maintained the goods in violation of the regulations, or has not maintained it in a non -normal way, or if the buyer has made repairs and/or changes without our express and written permission to the goods;
• The warranty period mentioned in the individual agreement has expired, or if such a period is missing, the complaints are first expressed after a period of more than 6 months has expired since the delivery time;
• The application and use of the goods, with regard to which the complaints are expressed, are continued by the buyer.

7.5
Complaints on calculated prices and other complaints regarding the invoice must be submitted to us in writing within 8 days of the invoice date, in the absence of which claims of the buyer in this regard against us will lapse.

7.6
Submitting advertisements does not give the buyer the right to refuse or suspend the receipt and/or payment of the goods.

7.7
The buyer must at all times offer us the opportunity to repair any defect.

7.8
Defects are caused by normal wear, improper treatment/operation/use or improper or incorrect maintenance or those occurring after changes or repair by or on behalf of the buyer himself or by third parties, remain outside the warranty. The same applies to defects that are wholly or partly the result of materials and/or goods used for the buyer.

Article 8 LIABILITY

8.1
Only if the warranty obligations regarding goods delivered by us have not been assumed by third parties, can the buyer assert (warranty) claims against us as referred to in Article 7 of these general terms and conditions.

In that case, our liability is limited to defects resulting from manufacturing and/or material errors.

8.2
If we are liable as referred to in the previous paragraph, we are only obligated, at our discretion, to:

• (free of charge) repair the defects, or
• deliver replacement goods after (return) receipt of the defective goods, or
• refund the purchase price received or credit the invoice sent to the buyer, with termination of the concluded agreement without judicial intervention, all insofar as the purchase price, the invoice, and the agreement relate to the delivered goods, or
• compensation to be determined in consultation with the buyer in a form other than that referred to above.

8.3
If the buyer has carried out or commissioned repairs and/or modifications to the goods without our prior express written consent, any warranty obligation on our part shall lapse.

8.4
With the exception of any obligation(s) arising from the foregoing, we are never obligated to pay any compensation to the buyer or to others, unless there is intent or gross negligence on our part (to be demonstrated by the person holding us liable by legal means).

In particular, the costs of (dis)assembly of the delivered goods are never for our account. Furthermore, we are not liable for consequential or business damage, direct or indirect damage of any kind, including loss of profit and downtime, suffered by the buyer, their subordinates, and those employed by or through them, or third parties, arising from the full or partial (re)delivery of goods, delayed or defective delivery, or the failure to deliver the goods, or the goods themselves.

8.5
The buyer is not entitled to return items for which no substantiated complaint exists. If this does occur without valid reasons, all costs associated with the return will be borne by the buyer. In that case, we are entitled to store the items at the buyer's expense and risk.

8.6
The buyer is obligated to indemnify us against all claims that third parties may assert against us in connection with the performance of the agreement. More specifically, the buyer indemnifies us against claims from third parties relating to the manufacture and delivery of an item that we made at their direction or that we commissioned to be made at their direction.

The buyer also indemnifies us against all costs and damages that we may incur as a result of any legal actions by third parties, to the extent that the law does not prevent the buyer from bearing the relevant damages and costs.

8.7
The buyer is liable for all damages resulting from loss, theft, fire, or damage to our goods, tools, and materials as soon as they are present at the work site, insofar as this is not attributable to a shortcoming attributable to us.

Article 9 RESERVATION OF OWNERSHIP

9.1
The goods delivered by us remain our property until the invoice has been paid in full. The goods delivered by us to the buyer are subject to the condition precedent of full payment of the invoice by the buyer. Upon full payment of the invoice amount, ownership of the delivered goods automatically transfers to the buyer.

9.2
If, as a result of processing or treatment by the buyer, our right of ownership in the goods delivered by us is lost, the buyer is immediately obligated to establish a non-possessory pledge on the goods created by processing or treatment in our favor.

9.3
The buyer is entitled to sell or use the goods in the course of its normal business operations, in which case it is obligated to immediately transfer the proceeds to us, or – if the sale was not made for cash – to immediately transfer the receivable to us. The buyer is not entitled to alienate the goods in any way whatsoever, to encumber them with a limited security or right of enjoyment, or to otherwise withdraw them from our recourse.

9.4
The buyer is obligated to immediately notify us of any claims or attempts by third parties to obtain possession of or recover the goods owned by us. The buyer is obligated to do everything in its power to protect our ownership rights or claims.

9.5
In the event of non-compliance by the buyer of his obligations mentioned in this article or in the event of a violation of the provisions of paragraph 4 of this article, we are entitled to take back the goods that are otherwise-still-our ownership on the basis of the retention of title or without judicial intervention. The buyer is obliged to designate us the place where the goods are located, to identify the goods as our property and already gives us permission to enter the relevant sites and buildings in order to take back the goods.

9.6
We are at all times entitled to take the goods that belong to the buyer (or third parties), but to be owned by us, as soon as we can reasonably assume that there is a real chance that the buyer will not meet his obligations. The foregoing does not affect the rights as they arise for us from common law: in particular we also reserve the right to address the buyer after taking the goods for compensation.

9.7
The buyer is obliged to insure the risk of fire and theft with regard to the non -paid goods and to demonstrate this insurance at our request.

Article 10 PAYMENT

10.1
Payment must be made in Dutch currency (euro), without deduction of any discount, cash on the spot where we are located or by transfer to a bank or giro account designated by us, in both cases no later than 30 days after the invoice date; All this unless explicitly agreed otherwise in writing.

When paying by bank or giro, the day of crediting our bank or giro account applies as the day of payment.

10.2
If the buyer does not proceed to (overall) payment in time, he is in default without a further notice of default being required and all claims of us on the buyer, without the default being required, are immediately due and payable.

Then we have the right, if and insofar as there is sufficient coherence with the non -fulfillment of the buyer, the fulfillment of all our obligations towards the buyer, without prejudice to all other rights arising from the common law.

We are entitled to demand cash payment for all deliveries to be made before delivery of the goods or a guarantee for timely payment. Furthermore, we are then entitled to terminate the agreement without judicial intervention, whereby the buyer then the obligation to refund the delivered goods, or the obligation to otherwise undo the performance (s) performed by us, without prejudice to our right to compensation.

10.3
If the buyer is in default with timely payment, he forfeits us, without a further notice of our time being necessary, from the expiry date up to the day of the general payment, an interest equal to 2% per month or part of a calendar month, calculated on the purchase price or the unpaid part thereof, what interest rates are immediately and without further notice of capturing.

Furthermore, the buyer is obliged to pay us the extrajudicial collection costs related to the collection of our claims. These costs are set at 15% of the principal, without prejudice to our right to be able to charge further reasonable costs pursuant to Section 6:96 (2) (c) of the Dutch Civil Code.

In addition, all the adverse consequences of price loss or otherwise payable or non-payment arising from the Buyer are for the account of the buyer, even if the buyer would have met his payment obligations in time, according to the provisions in his country, but circumstances or measures outside his check have made the payment take place in our adverse way.

10.4
Payments first deduct from the costs referred to in paragraph 3, then deducted from the interest released and finally deducted from the principal and the current interest.

10.5
If in the financial position of the buyer a significant deterioration occurs after the conclusion of the agreement, but before the delivery of the goods, we are entitled to renounce wholly or partly from the further implementation of the agreement, or to claim a change in the payment conditions.

10.6
Regulations of any authority, whatever the use of the goods to be delivered or already delivered, do not change the financial obligations of the buyer.

10.7
The buyer's right to settle his any claims against us is excluded.

10.8
The entire purchase price is in any case immediately due and payable in the event of late payment, if the buyer becomes bankruptcy, asks a suspension of payment or his undercurateling has been requested, when any seizure of the goods or claims of the buyer is laid, and when it dies, or is dissolved.

10.9
If in legal proceedings we are fully or partly in the same, all costs incurred by us will be borne by the buyer in connection with these proceedings.

Article 11 SECURITY

We are entitled to demand from the buyer that he provides security for the fulfillment of his obligations, especially after the conclusion of the agreement. If the security required by us is not given, we can suspend the implementation of our obligations and/or dissolve the agreement without judicial intervention, without prejudice to the rights as those for us from the common law.

Article 12 FORCE MAJEURE

12.1
Force majeure should be understood to mean any circumstance outside our power that is of such a nature that compliance with the agreement cannot reasonably be required of us (so -called non -attributable shortcoming in compliance).

Onder overmacht wordt mede verstaan: oorlog, onlusten en vijandelijkheden van welke aard ook, blokkade, boycot, staking, natuurrampen, epidemieën, gebrek aan grondstoffen, verhindering en onderbreking van de transportmogelijkheden, storingen in ons bedrijf of in het bedrijf van onze leveranciers, in- en uitvoerbeperkingen, belemmeringen veroorzaakt door maatregelen, wetten of besluiten van internationale, nationale of regionale (Government) authorities.

12.2
If we cannot fulfill the agreement (in time) due to force majeure, we have the right to execute the agreement at a later date, or to consider the agreement dissolved, this is too much of our choice.

In the event of force majeure, the buyer cannot claim compensation to us.

Article 13 CHANGES IN THE ADOPTED WORK

13.1
All changes to the assignment, either by special assignment from the buyer, either as a result of amendment (s) in the design or caused by the fact that the data provided does not correspond to the actual execution of the assignment, if several costs arise from it, are considered additional work, and insofar as fewer costs arise as less work.

13.2
Additional work will be calculated on the basis of the price -determining factors that apply when the additional work is done. LesserWerk will be settled on the basis of the price -determining factors applicable at the conclusion of the Agreement.

Article 14 ASSEMBLY

14.1
If, according to the agreement, the goods must be mounted by us at the location designated by the buyer, the buyer will ensure or ensure such facilities as reasonably required by us for the purpose of assembly.

14.2
We will only be assembled after the facilities required by us are present at the relevant location.

For damage, in the broadest sense of the word intended, caused by the fact that the aforementioned facilities are not (in time) present at the relevant location, including this, but not limited to this, we are not liable, this in accordance with the provisions of Article 8 (4 4 of these General Terms and Conditions.

For damage, in the broadest sense of the word, arise from us because the aforementioned facilities are not (in time) present at the relevant location, including this, but not limited business damage to this, the buyer is liable.

Assembly is entirely for the account and risk of the buyer.

Article 15 DELIVERY

15.1
A work is considered delivered:

• If we have notified the completion of the work either in writing either orally to the buyer and approved the work, or
• eight days after we informed the buyer in writing that the work was completed and the buyer failed to take the work within that period, or
• When using the work by the buyer.

15.2
Small defects that can be restored within 30 days of delivery will not stand in the way of delivery.

15.3
In the event of abstinence of the work that stands in the way of the delivery, the buyer is obliged to notify us in writing, stating the reasons.

Article 16 DISSOLUTION

16.1
The entire or partial termination of the agreement takes place by a written statement of the entitled person. Before the buyer addresses a written declaration of termination, he will at all times first have to give us a written notice of default and award us a reasonable period of time in order to comply with our obligations or to repair shortcomings, which shortcomings must accurately report in writing.

16.2
The buyer has no right to dissolve the agreement in whole or in part or to suspend its obligations if he himself was already in default with the fulfillment of his obligations.

16.3
If we agree to dissolution, without default on our part, we are always entitled to reimbursement of all asset damage such as costs, lost profit and reasonable costs for determining damage and liability. In the event of partial dissolution, the buyer cannot claim the cancellation of the performance already performed by us and we are entirely entitled to payment for the performance we already performed.

Article 17 APPLICABLE LAW

Only Dutch law applies to all the quotations made by us and all agreements entered into by us.

Article 18 DISPUTE SETTLEMENT

All disputes of whatever nature, related to or arising from agreements and deliveries made by us, are settled by the competent court in Almelo, unless the Buyer informs us in writing for the settlement of the dispute by the authorized court within one month after we have appealed to us.

We reserve the right to turn to the court who is competent on the basis of common law.