General terms and conditions of Navco International B.V.
General information
Navco: Navco International B.V., with registered office at Ruijsstraat 89 in 5988 AA Helden, Netherlands, entered in the Trade Register of the Dutch Chamber of Commerce under number 12068521, Dutch VAT identification number: NL820536714B01.
Contract: the entire set of agreements regarding the obligation to deliver goods and/or services on the part of Navco on the one hand, and the obligation to pay a sum of money by a customer, on the other. The principal contract is established when the customer issues an order and Navco accepts this order. In the event that Navco issues a quotation without obligation at the customer’s request, the contract is established when the customer accepts this quotation. In case of regular customers and/or regular periodic deliveries, the successive orders, deliveries and/or quotations must be deemed to be part of an umbrella continuing performance contract. All correspondence between the parties – in as far as substantively relevant – is part of this contract.
Customer: the natural person, legal entity or other business organisation that enters into a contract with Navco, to the extent that the party first mentioned acts in the performance of a profession or business.
Applicability
These general terms and conditions apply to all quotations, deliveries and services of and (continuing performance) contracts with Navco, to the exclusion of all other general terms and conditions.
These general terms and conditions can only be deviated from if such deviations are agreed upon in writing.
These general terms and conditions have been drawn up in Dutch and have been translated as a service for the customer. In the event of conflicts regarding the contents of these general terms and conditions, the Dutch text is leading.
Quotations
Quotations are issued without obligation based on the information supplied by the customer. In the event that the customer changes this information, it cannot derive any rights from the quotation.
Quotations are only valid for the period specified in the quotation.
Prices
All prices are exclusive of VAT. The VAT payable is charged to the customer, unless other agreements have been made in the contract.
Intra-Community delivery is possible if the customer satisfies all the relevant conditions stipulated by the competent authorities, at the discretion of Navco.
All prices are exclusive of any delivery costs and insurance (Incoterms 2010: EXW), unless otherwise agreed upon.
Contracts/delivery time/complaints
Navco aims to deliver within 30 days after the contract is concluded, unless another term is agreed upon.
The customer must inspect the goods immediately after delivery. Any defects detected must be reported in writing or by e-mail, as soon as possible but in any event no later than within three days after delivery. If any defects are detected after three days but within thirty days after delivery, the customer must demonstrate that:
1) the defects could not reasonably have been detected before;
2) the defects occurred before or during the time of delivery.
Further agreements can be made regarding the delivery, insurance and transfer of risk; these agreements will be in harmony with the Incoterms 2010.
Payments
The standard payment term is 30 days after delivery of the goods, unless different payment conditions have been agreed upon.
Payment must be made in conformance with the contract, without any deduction or set-off.
In the event that payment is not made within the term agreed upon, the customer will be in default by operation of law. In that case, the European statutory commercial interest, all judicial and extrajudicial collection costs, including the costs of an attorney, bailiff and/or collection agency will be added to the claim, with a minimum of 15 % of the amount of the order.
In contrast to the payment term agreed upon, a claim will be due and payable at once if the customer is declared bankrupt, applies for suspension of payments or if all the customer’s assets are seized, the customer’s business is liquidated or dissolved. In these cases, Navco is also entitled to terminate or suspend the contract or the part of the contract that has not yet been fulfilled without any notice of default or judicial intervention; Navco is also entitled to recover any goods that have already been delivered to the extent that these goods have not yet been paid.
Retention of title
As long as the customer has not paid the agreed sum in full, Navco retains full title to all delivered goods. This retention of title also includes goods in which the delivered goods have been incorporated; it also applies to claims under any other contract between the customer and Navco to the extent that the customer has not yet paid such claims, as well as to all claims that Navco can effectuate against the customer on account of failures, non-fulfilment and damages as well as the compensation of other costs that qualify for compensation under any contract, court decision or statutory provision.
Liability
Navco’s total liability based on culpable failure to fulfil the contract is limited to compensation of direct damage up to a maximum of the amount of the price stipulated for the contract in question.
Liability for indirect damage, including consequential damage, lost profits, lost savings, loss of information or losses due to business interruptions – only if and to the extent that this is accepted by Navco or established by law – can never exceed an amount of EUR 2,500,000.00.
The customer indemnifies Navco against all claims from third parties, including buyers of the customer that use Navco’s products.
Intellectual Property
The customer explicitly acknowledges that all intellectual property rights regarding the products as delivered by Navco, as well as the means to promote these products belong to Navco or its suppliers or other parties entitled.
Intellectual property rights are deemed to include patent rights, copyrights, trademark rights, design and model rights and/or all other (intellectual) property rights, also including all rights to databases or other products, and (patentable) technical and/or commercial know-how, methods and concepts.
Warranty
Navco offers the customer a warranty on the services and products delivered. In addition to the warranty provisions as these may be agreed upon in a contract between Navco and the customer, the following provisions apply:
1) Navco offers a warranty on the services and products it delivered for a period of 12 months after delivery; within this term, any shortcomings will be remedied through repair and/or replacement of the delivered good, at Navco’s discretion.
2) Repairs or replacement of any product or service during the warranty period will never lead to an extension of the principal warranty period.
3) The customer can never invoke the warranty in the following events:
a) incompetent or improper use of the delivered good, including incompetent assembly or installation by the customer or its buyer, use or storage under circumstances for which the delivered good is not suitable, any use that is not in conformance with the conditions for use and installation instructions and any damage that is the result of a cause that falls outside the sphere of influence of Navco or its suppliers;
b) if the shortcoming is the result of wear and tear that the customer can reasonably expect;
c) if, at the customer’s request, the work methods recommended by Navco have been deviated from or, at the customer’s request, used goods have been delivered or used materials have been used;
d) if the customer or its buyer performed work on the delivered good itself – or had this done – other than the customary assembly work;
e) if any warranty seals have been broken or if any mark, serial, assembly or type numbers on the product and/or the related documentation have been rendered illegible in any way;
f) if illegal software versions are used or attempts are made to copy or otherwise reproduce delivered software;
g) if Navco is not enabled to examine the delivered good in which the shortcomings have been found or if Navco’s examination does not reveal any defects.
4) Unless explicitly otherwise agreed, no warranty is granted on software.
5) In rendering service in the warranty period, no liability is accepted for the loss of data. In the cases in which the loss of data is a risk, the customer itself must arrange for periodic storage.
6) Any claim under the warranty can never lead to a right to decrease the purchase price or set-off by the customer.
Force majeure
In the event that as a result of a situation that, according to generally accepted standards, is reasonably deemed to constitute a force majeure situation, which includes breakdowns or electricity or telecommunication infrastructure failures, extreme weather conditions, political or social unrest or war, fire, flooding or strikes, which occur at Navco or its suppliers, Navco is unable to fulfil the contract entered into or is unable to do so fully or in time, the performance of the contract will be suspended by a maximum of 90 days. If fulfilment is still impossible after this term or if the customer requests fulfilment before this term expires, the contract will be dissolved without any of the parties being required to pay any compensation.
Final provisions
All contracts, quotations, deliveries and services are governed by and construed in accordance with Dutch law, to the exclusion of every other law.
In the event that a dispute arises between Navco and the customer, the parties will attempt to settle the dispute by agreement.
Should they fail to do so, Navco and the customer collectively will first turn to a professional mediator with the request to resolve the points in dispute through mediation.
If and to the extent that mediation does not produce the desired result, all disputes will be submitted to the competent court in Roermond, or the court that has relative jurisdiction at the time the dispute arises based on the location of Navco’s registered office.
In the event that any provision of these general terms and conditions is null and void or should be disregarded for legal reasons, this will never affect the validity of the full general terms and conditions.
Contact details
Should you have any questions or comments after reading these general terms and conditions, please do not hesitate to contact us in writing or by e-mail.
Navco International B.V.
Ruijsstraat 89
5988 AA Helden
info@navco.nl