1. General
1.1. These terms apply for all offers made by NSP and all placed orders by buyer regarding sale and delivery by NSP of both used parts and new parts in the broadest sense of the word, and to all agreements with NSP.
1.2 The applicability of terms and conditions of the other party or buyer of NSP is hereby expressly rejected.
1.3 Deviating from these conditions
can only be invoked by the buyer if and insofar as these have
been accepted in writing by NSP.
2. Offers, orders and agreements
2.1 All offers made by NSP are non-committal.
2.2 Placed orders and acceptances of offers by the buyer are irrevocable.
2.3 NSP is only bound when it has accepted in writing or has begun implementation. NSP is moreover only bound as was accepted in writing. Verbal commitments or agreements by or with its personnel do not bind NSP until and insofar as they have confirmed this in writing.
3. Price
3.1 Prices quoted by NSP are net,
therefore exclusive of VAT, among others, and only apply to
delivery ex works.
4. Delivery times and delivery
4.1 The delivery times are merely approximate. Exceeding the stated delivery times, do therefore not entitle the buyer to additional or substitute compensation or entitle buyer to not comply any obligation arising from the agreement. The buyer is however entitled to end the agreement by a written notice, if and insofar as NSP does not deliver within with buyer in writing agreed delivery term, after aforementioned exceedance.
4.2 Delivery periods will be extended by the time that the implementation of the agreement is delayed by force majeure. They will also be extended by the time that the buyer exceeds the agreed time of execution any obligation or NSP could reasonably expect.
4.3 The buyer is obligated to pick
up the purchased within four weeks after the conclusion of
the agreement.
5. Risk and ownership
5.1 The risks of the delivered goods are for the buyer from the moment of delivery of those goods. The risk shall also pass to the buyer once the buyer does not comply the obligation referred to in Article
4 paragraph 3 to pick up the matter within four weeks after the conclusion of the agreement.
5.2 All goods delivered by NSP remain the property of NSP until the moment of full payment of all that is associated with the underlying agreement and / or prior or subsequent agreements of the same type. This includes damages, costs and interest.
6. Force majeure
6.1 NSP is entitled to invoke force
majeure if the implementation of the agreement in whole or in part, temporarily
or not, is prevented or complicated by circumstances reasonably beyond its
control, including holding blockades, strike or work to rule and exclusion,
delayed delivery to NSP of third parties ordered parts, goods or services other
than by circumstances attributable to NSP, accidents
and malfunctions.
7. Warranty and complaints
7.1 NSP warrants that the supplied goods comply with the agreement and that these goods possess the characteristics which the purchaser is entitled to expect under this agreement, in effect called as below.
7.2 If the delivered goods are defective during the warranty period, and the complaints are provided in a timely matter, NSP will either redelivery free of charge or credit the invoice value of the case, always at the discretion of NSP. The goods must be send with postage paid to NSP at the request of NSP. Installation costs will be on behave of the buyer. The guarantee does not apply to accessories.
7.3 The warranty period is 30 days after the invoice date.
7.4 Complaints must, under penalty
of loss of any claim against NSP, be placed within 14 days
after appearing.
7.5 Warranty rights will expire:
a. If the goods delivered are not
used in accordance with the agreed or usual destination or
are used injudicious
b. If any work has been carried out on the supplied goods by purchaser or on behalf of the purchaser without the consent of NSP.
8. Liability and Indemnification
8.1 The liability of NSP in connection with any deficiencies in delivered goods is restricted to the fulfillment of the guarantee described in the previous article.
8.2 NSP is never obliged to pay
substitute or additional compensation, included business, consequential or
indirect damages, except if and insofar the damage is caused by intent or gross
negligence of NSP
or its employees.
8.3 In all cases in which NSP is obliged to pay compensation of damages, these will never be higher than, at its option, either the invoice value of the delivered which has caused the damage, or, if the damage is covered by insurance NSP, the amount actually paid in this respect by the insurer.
8.4 Any claim against NSP, except
those approved by NSP, lapse after a period of 12 months after
the claim arises.
8.5 Conditions which limit, exclude
or establish the liability by suppliers of NSP will also be reflected
to the buyer.
8.6 The employees of NSP or persons hired by NSP for the implementation of the agreement can all invoke to derive defenses as if they were the contract party to that agreement.
8.7 The buyer will indemnify NSP, her employees and the persons hired by NSP for the implementation of the agreement, of any claim by third parties in connection with the execution by NSP of the agreement, insofar as the claims are more or different than what the buyer has against NSP.
9. Payment and security
9.1 Unless otherwise agreed, payment must be made in cash, via bank, or paypal. NSP has the right to claim full or partial advance payment and / or otherwise to obtain security for payment at all times.
9.2 The buyer waives any right to the settlement off amounts owed back and forth. Warranty claims do not suspend the payment obligations of the buyer.
9.3 The buyer is in default if he does not complete the payment on time, it is in default without notice. From the day the buyer is in default, he owes NSP a default interest of 5% per month or part of a month during which the default continues.
10. Dissolution
10.1, if the buyer does not comply
any of his obligations properly or not timely, is declared bankrupt, applies
for (temporary) suspension of payments, proceeds to liquidate its business, as
well as when its assets are wholly or partially confiscated, NSP has the right
to suspend or terminate the contract in
whole or in part by a written statement without prior notice on the
implementation of the agreement, all this at its option and always reserving
any right accruing to compensation for costs, damages
and interest.
11. Collection costs
11.1 In case of non-payment by the buyer all judicial and extrajudicial costs are on behalf of the buyer; extrajudicial costs falling on debits are hereby set at 15% of the amount to be collected between the buyer and NSP with a minimum of € 75, -.
12. Disputes and applicable law
12.1 All disputes existing between
parties shall be settled exclusively by the competent court in
's-Hertogenbosch, the Netherlands, unless NSP prefers the competent court to
the statutory rules governing jurisdiction, or if the legal jurisdiction is not
covered by the agreement or terms and conditions in advance.