GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY
Article 1 – Definitions
Offer an offer or otherwise a proposal made verbally or in writing by MRT with regard to the terms and conditions under which MRT is prepared to deliver to the Other Party;
CD Civil Code;
Day calendar day;
MRT the private company with limited liability MRT B.V.;
Agreement every agreement that comes into effect between MRT and the Other Party, each amendment thereof or addendum thereto, as well as all legal acts for the preparation and for the performance of that agreement;
Parties MRT and the Other Party jointly;
Product every item offered, to be delivered, or delivered by MRT on the basis of the Agreement;
Terms and Conditions these general terms and conditions of sale and supply;
The Other Party every party that requests offers from MRT, that concludes purchase agreements with MRT and/or that has MRT supply or deliver to it.
Article 2 – General and applicability
- These general terms and conditions of sale and supply apply to all offers, agreements, contracts, sales, deliveries and supplies by MRT, insofar as Parties have not expressly derogated in writing from these Terms and Conditions. Any agreed derogations or addendums will only relate to the Agreement concerned.
- The applicability of any purchase or other terms and conditions of the Other Party is expressly rejected.
- In the event of conflict between the provisions of the Contract and the Terms and Conditions, the provisions under the Agreement will prevail.
Article 3 – The offer and coming into effect of the agreement
- The offers made by MRT are without obligation. The Other Party cannot rely on any offers made by or on behalf of MRT, which are not made in writing.
- MRT will not be obliged to perform an offer and/or agreement at a stated price if this price is based on a printing and/or typesetting error.
- Every offer will contain such information, that it will be clear to the Other Party what the rights and obligations are, which are attached to the acceptance of the offer. The offer will inter alia set out the following information:
- the price excluding taxes, unless agreed otherwise;
- any delivery costs;
- the payment method, delivery or performance of the agreement;
- the period for the acceptance of the offer;
- If MRT delivers goods or Products of whatsoever nature, however described, an agreement will have come into effect between MRT and the Other Party.
Article 4 – Price (change) and payment
- The agreed prices are fixed and represented in Euro, excluding VAT, unless Parties agree otherwise. The agreed prices contain all costs related to the fulfilment of the obligations on the part of MRT under the Agreement.
- The prices of the Products will not be increased during the period of validity set out in the offer, with the exception of price changes as a result of changes in VAT rates, or if Parties have expressly agreed that the price will remain variable until this is recorded by MRT.
- If more is delivered than agreed MRT will have the right to charge for the goods or Products delivered in excess at the same price as agreed, and in the absence thereof, to charge for this at the current price, and in the absence thereof, to charge for this at the usual prices.
- Unless agreed otherwise in writing a payment term of 3 days after the invoice date applies, unless Parties have agreed otherwise. The amounts owed must be paid within the payment term to the account number stated by MRT.
- In the event of exceeding of the payment term referred to above, the Other Party will owe commercial interest over the outstanding amount, without further notice of default.
- If the Other Party is in default or in omission of fulfilment of the Other Party's obligations in a timely manner, all reasonable costs incurred to acquire payment without the intervention of the courts will be at the Other Party's expense. These costs amount to 15% of the invoice amount.
- The Other Party will not be entitled to suspension or setoff of the payments. Objections to the amount of an invoice will not suspend the Other Party's payment obligations.
Article 5 – Delivery period / supply
- Delivery will take place at the location agreed between Parties within the agreed period.
- The delivery periods stated by MRT are indicative and can be exceeded. A delivery period stated by MRT will never be a final deadline as referred to in Section 83 Book 6 preamble under a of the Civil Code.
- MRT will immediately inform the Other Party at the time when MRT knows that the delivery cannot take place, or cannot take place in a timely manner.
- The delivery costs will be at MRT's expense, unless Parties have agreed otherwise in writing.
Article 6 – Transfer of ownership and risk
Deliveries will be made subject to the applicability of the Incoterms, most recent version. Delivery will take place EXW, unless Parties agree otherwise in writing.
Article 7 – Right of complaint and right of withdrawal / obligation to complain
- The Other Party will be obliged to inspect the delivered goods or Products for defects immediately after the time when the goods or Products are made available to the Other Party. The Other party must thereby inspect whether the goods or Products comply with regard to quality and quantity with that which has been agreed. Minor derogations from a quality or quantity point of view in the delivered goods and Products will not give the right to rejection.
- Complaints regarding the performance of the Agreement and/or the characteristics of the delivered goods or Products must be submitted in writing, fully and clearly described, to MRT within a reasonable period after the Other Party has noticed one or more defect(s). After the delivery of the goods or Products the Other Party will have 3 days to report any defects of the goods or Products to MRT. If a defect is reported any later, the Other Party will no longer have the right to repair, replacement or compensation. Sections 23 Book 7 and 89 Book 6 of the Civil Code are expressly derogated from by means of this provision.
Article 8 – Liability
- MRT will only be liable for direct damage. Direct damage exclusively includes the reasonable costs to establish the cause and the extent of the damage, any reasonable costs incurred to have the defective performance on the part of MRT conform to the Agreement.
- MRT will never be liable for indirect damage. Indirect damage is taken to mean all damage that is not direct, including but not limited to: lost profit, consequential loss, loss suffered, lost savings, and loss due to business interruption, and is expressly excluded.
- Any liability for direct damage on the part of MRT towards the Other Party, on whatsoever basis, is limited per incident - whereby a series of connected incidents will apply as one single incident - to the invoice amount including dispatch costs paid by the Other Party to MRT.
- The Other Party must have commenced proceedings related thereto against MRT within six months after the claim must have been reported as referred to in article 7 subclause 2, at the risk of forfeiting causes of action ensuing from the complaint.
Article 9 – Force majeure
- MRT will not be bound to the fulfilment of any obligation towards the Other Party if MRT is prevented from this as a result of a circumstance not attributable to MRT's fault, nor in accordance with the law, a legal act or according to generally accepted standards on its account.
- Force majeure includes in these Terms and Conditions inter alia all external causes that are beyond the control of MRT.
- MRT will be permitted to suspend its obligations for as long as the force majeure situation, as referred to in subclause 2 of this article, continues.
Article 10 – Suspension, set-off, default and termination
- In the event of moratorium or (a petition for) bankruptcy of the Other Party MRT will be entitled to terminate the agreements with the Other Party and/or to suspend its obligations ensuing from the Agreement or agreements related thereto.
- MRT will also be entitled to terminate the Agreement if the Other Party does not, or does not in a timely manner, fulfil the obligations under the Agreement and the Terms and Conditions. MRT's right to invoke termination of the Agreement arises at the time when MRT has given the Other Party notice of default in writing and the Other Party remains in default after this.
- MRT will have the right to suspend its obligations (of settlement) and/or to set-off at the time when the Other Party does not fulfil one or more obligations vested in the Other Party.
- Reliance on suspension (of settlement) or set-off by or on behalf of the Other Party on whatsoever basis, is excluded.
Article 11 – Retention of title and right of pledge
- MRT retains the ownership with regard to all goods and Products delivered or to be delivered on the basis of purchase agreements until payment in full has been received from the Other Party.
- MRT retains the ownership with regard to all goods and Products delivered or to be delivered on the basis of purchase agreements, and also the ownership of goods that arise by means of the processing or adaptation of the delivered goods or Products. (verlängerter Eigentumsvorbehalt)
- The goods and Products delivered by MRT, which fall under the retention of title pursuant to subclause 1 and 2, may not be sold on. The Other Party will not be entitled to pledge the goods or Products that are subject to retention of title or to encumber these in any other manner.
- If third parties levy attachment on the goods and Products delivered subject to retention of title, or as the case may be wish to establish or enforce rights thereto, the Other Party will be obliged to promptly inform MRT of this, no later than within 24 hours.
- In the event that MRT wishes to exercise its ownership rights stated in this article, the Other Party hereby provides in advance unconditional and irrevocable permission to MRT and to third parties to be designated by MRT, to enter all those places where the MRT's property is situated and to repossess these goods and Products.
Article 12 – Miscellaneous provisions
- If any provision of these general terms and conditions of sale and supply appears to be null and void or voidable, only the applicability of the provision concerned will be excluded. All other provisions will remain unimpaired. In that event MRT and the Other Party will enter into consultation in order to formulate new provisions to replace the null and void or voided provisions, whereby the purpose of the original provision will be taken into consideration as much as possible.
- MRT retains the right to unilaterally amend these Terms and Conditions.
- The Other Party is not permitted to transfer its obligations related to or ensuing from the Agreement to third parties, unless MRT has provided express permission in writing.
Article 13 – Choice of forum and applicable law
- The law of the Netherlands applies to all agreements, which these general terms and conditions apply to wholly or in part.
- All disputes that might arise between Parties with reference to their agreement, or as the case may be further agreements, will be adjudicated by the court with competent jurisdiction in Overijssel.