GENERAL CONDITIONS OF
The Transformer Specialist
1.1 The general delivery conditions are applicable to all agreements in which The
Transformer Specialist sells goods.
1.2 The Transformer Specialist expressly objects to the applicability of contrary general
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 The Transformer Specialist, who enters into (an) agreement(s) (to provide services, purchase agreements or otherwise) with The Transformer Specialist, who wishes to buy or buys one or more products from the Transformer Specialist and to whom The Transformer Specialist has made products available by means of delivery under reservation of ownership.
2. Sales and prices
2.1 Quotations from The Transformer Specialist are non-binding and valid for 30 days unless
2.2 Price labelling by The Transformer Specialist on the internet is always subject to price changes.
2.3 All prices are excluding VAT and transport costs unless otherwise specified.
2.4 The Transformer Specialist 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.
3.1 Delivery times can only be given as approximations. Only in the case where The Transformer Specialist has explicitly and in writing committed itself to a certain delivery time and the Transformer Specialist remains in default even after written summons within a term of one week, The Transformer Specialist 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 The Transformer Specialist 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. The Transformer Specialist 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 The Transformer Specialist is entitled to terminate the contract or suspend its obligations in case The Transformer Specialist cannot, temporarily or permanently, meet its obligations due to force majeure.
4.2 ‘Force majeure’ means any circumstances that cannot reasonably be controlled by the Transformer Specialist. This explicitly includes no delivery by third parties (in a timely manner) to The Transformer Specialist unless the buyer can prove that this can be blamed on The Transformer Specialist.
5. Reservation of ownership
5.1 The Transformer Specialist 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 The Transformer Specialist 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 The Transformer Specialist, the unpaid invoices are unsecured, The Transformer Specialist 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 the Transformer Specialist 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 The Transformer Specialist to enter the buyer's premises and buildings, in order to retrieve the delivered goods without the prejudice to the right of The Transformer Specialist on compensation for losses suffered by The Transformer Specialist.
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, The Transformer Specialist 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 The Transformer Specialist for all costs The Transformer Specialist 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 The Transformer Specialist of payment in the form and at the moment The Transformer Specialist requires.
6.8 Should any invoice from The Transformer Specialist not be paid on the due date, all amounts in accordance with any other invoice shall be immediately claimable.
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 The Transformer Specialist 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 The Transformer Specialist 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 The Transformer Specialist 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 The Transformer Specialist for this purpose.
7.4 Reclamations do not suspend the payment obligation of the Buyer.
8.1 The Transformer Specialist only provides warranty on goods it delivered in case and as far as The Transformer Specialist 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 The Transformer Specialist any payment or should the Buyer have made changes or had changes made to the delivered goods. The Transformer Specialist shall request a warranty claim from its supplier and
inform the Buyer as soon as he has adopted this position. The Transformer Specialist is not required to credit the invoice amount to the Buyer or to deliver the replacement goods as soon as the supplier has provided The Transformer Specialist with a warranty unless the Buyer can prove that The Transformer Specialist is negligent in addressing its supplier.
9.1 The liability of The Transformer Specialist is in all cases limited to the warranty regulation stipulated under section 8.
9.2 Any further obligation of The Transformer Specialist 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 The Transformer Specialist 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 The Transformer Specialist to the best of its knowledge. This regards extra services by The Transformer Specialist. Every liability for, e.g. content, correctness or completeness is excluded from this.
10.2 Drawings, schedules and images provided by The Transformer Specialist only serve as illustration and remain the property of The Transformer Specialist. It is not permitted to copy these, other than for internal use or to place them at the disposal of third parties. The Transformer Specialist 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 The Transformer Specialist at all times.
11.2 The buyer is obliged to return these packaging materials, etc. to The Transformer Specialist without damage within 30 days after delivery. In the absence hereof, The Transformer Specialist 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.
12.1 Should the buyer default in one of his obligations to The Transformer Specialist, in case of bankruptcy, requested suspension of payment or in case some of his goods are seized, The Transformer Specialist 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, The Transformer Specialist has the right to take back the delivered goods, after dismounting if necessary, and the buyer shall provide all cooperation for this purpose. The Transformer Specialist 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.