GENERAL TERMS OF Wolsink Elektrotechnische Groothandel (WETG) (Commercial)

1. General

1.1 The general delivery conditions are applicable to all agreements in which WETG sells goods.

1.2 WETG expressly objects to the applicability of contrary general

(purchase) conditions.

1.3 Should any provisions of these conditions be ineffective, the remaining provisions shall, nevertheless, continue to apply. Furthermore, such a non-effective provision must be converted into a similar provision that is effective.

1.4 'Buyer' is understood to mean any legal entity who directly contacts WETG, who enters into (an) agreement(s) (to provide services, purchase agreements or otherwise) with WETG, who wishes to buy or buys one or more products from WETG and to whom WETG has made products available by means of delivery under reservation of ownership.

2. Sales and prices

2.1 Quotations from WETG are non-binding and valid for 30 days unless otherwise specified.

2.2 Price labelling by WETG on the internet is always subject to price changes.

2.3 All prices are excluding VAT and transport costs unless otherwise specified.

2.4 WETG has the right to charge the Buyer with the increased gross prices by the supplier or increases of other cost-increasing factors (import duties, exchange rates, taxes, etc.).

2.5 We are not bound by any typing or printing errors.

3. Delivery

3.1 Delivery times can only be given as approximations. Only in the case where WETG has explicitly and in writing committed itself to a certain delivery time and WETG remains in default even after written summons within a term of one week, WETG is liable for the consequences of having exceeded (the delivery time) within the constraints arising from the provisions of Article 9.

3.2. All deliveries are made from the warehouse unless specifically agreed otherwise.

3.3 Should WETG be responsible for the transport of the goods to the place of delivery, the following applies:

a. The goods are, in principle, delivered to the place where the company of the buyer is located and during the usual working hours.

b. The buyer shall report any defects and transportation damage to the transporter upon delivery.

c. WETG has complied with its delivery obligation by offering the goods to the buyer once.

d. The risk of the goods shall pass to the buyer the moment the goods are unloaded.

3.4 The buyer is bound to check the goods upon delivery.

4. Force majeure

4.1 WETG is entitled to terminate the contract or suspend its obligations in case WETG cannot, temporarily or permanently, meet its obligations due to force majeure.

4.2 ‘Force majeure’ means any circumstances that cannot reasonably be controlled by WETG. This explicitly includes no delivery by third parties (in a timely manner) to WETG unless the buyer can prove that this can be blamed on WETG.

5. Reservation of ownership

5.1 WETG shall retain the title of all the items it delivered to the buyer until the buyer has fully complied with all of his current and future obligations to WETG within the meaning of Article 92 Book 3 of the new Dutch Civil Code.

5.2 Should the Buyer be in breach regarding the payment obligation or has payment problems or, according to WETG, the unpaid invoices are unsecured, WETG has the right to take back the goods that are under reservation of ownership and are still in the possession of the Buyer. The buyer is, where appropriate, obliged to immediately inform the seizing bailiff and the curator in his bankruptcy of the reservation of ownership of WETG on the delivered goods.

5.3 The buyer is not allowed to sell and actually deliver goods falling under the reservation of ownership to third parties as part of conducting his business activities.

  5.4 By accepting these general delivery terms, the Buyer grants, as of now irrevocably, authorization to WETG to enter the buyer's premises and buildings, in order to retrieve the       delivered goods without the prejudice to the right of WETG on compensation for losses suffered by WETG.

6. Payments

6.1 Articles ordered in the web shop must be paid immediately.

Payments for all articles that are not ordered via the web shop should be made within 14 days after the date of invoice unless specified otherwise.

All orders from outside the EU should be paid in advance.

6.2 Buyer is bound to check the correctness of the invoice. Two weeks after the date of invoice, it is assumed the buyer accepts the invoice.

6.3 The buyer is not entitled to set off any payments.

6.4 After the payment period has expired, the buyer is obliged to pay the lawful interest over the invoice amount.

6.5 In case of delivery on-call, WETG reserves the right to request an advanced payment from the buyer or to bill 70% of the price in advance.

6.6 The buyer shall compensate WETG for all costs WETG incurs internally as well as externally, incurred in connection with the payment of the invoice. These costs amount to at least 15% of the invoice amount with a minimum of €50 increased with the statutory interest.

During the interest calculation, part of the month is observed as a full month.

6.7 The Buyer is obliged to assure WETG of payment in the form and at the moment WETG requires.

6.8 Should any invoice from WETG not be paid on the due date, all amounts in accordance with any other invoice shall be immediately claimable.

7. Reclamation

7.1 Should the Buyer be of the opinion that the delivered goods do not correspond with the agreement, the buyer shall communicate this in writing to WETG within 5 working days after the day of delivery. Defects, for which the Buyer can provide proof that they could not be detected within 5 working days, shall be submitted in writing to WETG no later than 8 days after they could have reasonably been detected.

7.2 At the end of this reclamation period all the buyer's rights shall lapse.

7.3 Only after written permission has been given by WETG is the buyer entitled to return the goods he had a complaint about. The Buyer shall send these, free of charge, or by providing a return ticket to the driver especially authorised by WETG for this purpose.

7.4 Reclamations do not suspend the payment obligation of the Buyer.

8. Warranty

8.1 WETG only provides warranty on goods it delivered in case and as far as WETG received warranty of the goods from its suppliers.

8.2 Should the buyer wish to take advantage of the warranty, he must respect the provisions of Article 7.1 and the due date in Article 7.2.

8.3 There will not be any right to warranty should the Buyer owe WETG any payment or should the Buyer have made changes or had changes made to the delivered goods. WETG shall request a warranty claim from its supplier and

inform the Buyer as soon as he has adopted this position. WETG is not required to credit the invoice amount to the Buyer or to deliver the replacement goods as soon as the supplier has provided WETG with a warranty unless the Buyer can prove that WETG is negligent in addressing its supplier.

9. Liability

9.1 The liability of WETG is in all cases limited to the warranty regulation stipulated under section 8.

9.2 Any further obligation of WETG to pay damages is always limited to the invoiced value of the delivered goods to which the obligation to pay damages applies.

9.3 All claims for compensation expire one year after the day on which the delivered goods, to which the obligation to pay damages applies, have been billed to the buyer.

9.4 The buyer shall fully grant WETG indemnity against any claims of third parties on warranty and/or compensation.

9.5 This liability regulation does not apply in case and as far as it is in violation of the rules of mandatory law.

10. Advice and drawings

10.1 Advice is given by WETG to the best of its knowledge. This regards extra services by WETG. Every liability for, e.g. content, correctness or completeness is excluded from this.

10.2 Drawings, schedules and images provided by WETG only serve as illustration and remain the property of WETG. It is not permitted to copy these, other than for internal use or to place them at the disposal of third parties. WETG cannot be held liable for errors in or deviations from images, drawings, schedules and data regarding measures and power, or any other specifications stated in brochures or sales materials, on the website or in order confirmations and invoices.

11. Packaging, pallets,

11.1 Packaging, pallets, etc. remain the property of WETG at all times.

11.2 The buyer is obliged to return these packaging materials, etc. to WETG without damage within 30 days after delivery. In the absence hereof, WETG reserves the right to charge the costs to the buyer.

11.3 Unless the goods are delivered in a factory packaging, for which there is no separate charge from the manufacturer, packaging costs are charged to the buyer.

12. Termination

12.1 Should the buyer default in one of his obligations to WETG, in case of bankruptcy, requested suspension of payment or in case some of his goods are seized, WETG retains the right to consider the agreement to be terminated because of these circumstances, without a notice of default being required.

12.2 After termination, on the grounds of 12.1 among others, WETG has the right to take back the delivered goods, after dismounting if necessary, and the buyer shall provide all cooperation for this purpose. WETG also reserves the right to full compensation.

13. Disputes and applicable law

13.1 Only the Dutch law applies to this agreement and these general sales conditions.

13.2 All disputes that have occurred regarding an agreement on which the present terms are entirely or partial applicable, or regarding further agreements which are a consequence of such agreements, will be settled exclusively by the competent judge in Almelo.