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Terms and Conditions Air-Aqua BV

ARTICLE 1: APPLICABILITY

  1. These Terms and Conditions apply to each offer, acceptance and/or agreement in respect of the sale of products and/or the provision of services by Air-Aqua BV, hereinafter referred to as ‘A-A’.
  2. Any terms and conditions (of purchase) of a (prospective) buyer are not applicable - neither instead of nor in addition to these Terms and Conditions - and the applicability of such terms and conditions is hereby expressly rejected.
  3. No variations in and/or additions to these Terms and Conditions have any force or effect whatsoever unless and to the extent expressly accepted by A-A in writing.

ARTICLE 2: CONCLUSION OF THE AGREEMENT

  1. All quotes given by A-A are without obligation, unless expressly otherwise stated in a quote. A quote without obligation may be revoked by A-A within 5 (five) working days of receipt of acceptance of the quote. All quotes may be revoked, even if they specify a time limit for acceptance.
  2. An agreement with A-A is valid only if concluded or confirmed in writing by a duly authorized representative of A-A, recorded as such in the Trade Register.

ARTICLE 3: DELIVERY PERIOD

  1. A delivery period commences with the conclusion of the agreement, with the proviso that if prepayment has been agreed the delivery period does not start until payment has been received in full.
  2. The mere failure to meet a delivery date will not render A-A in default. A-A will be in default only if A-A fails to deliver the products, for reasons other than circumstances beyond its control, within a reasonable additional period specified in writing by A-A .
  3. The Buyer may cancel an agreement on account of A-A’s failure to meet the delivery date only to the extent that the agreement has not yet been performed and the Buyer cannot reasonably be required to perform such part of the agreement.

ARTICLE 4: DELIVERY; PASSING OF RISK

  1. The risk of loss of or damage to products to be delivered will pass to the Buyer at the time when the products reach the agreed place of delivery. Such risk will also pass to the Buyer at the time when A-A offers the products to the Buyer in accordance with the agreement and the Buyer does not take delivery of those products for any reason.
  2. The Buyer is obliged to take delivery. If the Buyer fails to take delivery within the specified time limit, any costs incurred to no avail and any additional transport, warehousing and storage costs will be payable by the Buyer. The Buyer must unload the products immediately on delivery. The Buyer must reimburse and compensate A-A for any costs incurred and any loss or damage suffered by A-A as a result of unloading delays.
  3. A-A is entitled to deliver in instalments. If it is the parties’ intention that the total amount of products purchased under an agreement should be delivered in instalments over a certain period of time, A-A will be entitled to determine the delivery times and quantities of the products, taking account of seasonal factors.
  4. If A-A has issued customs documents, or arranges for customs documents to be issued, in A-A’s name but on behalf of the Buyer with respect to the products to be supplied by A-A, in accordance with information provided by the Buyer, the Buyer is obliged to compensate A-A on demand for any loss or damage suffered by A-A as a result of the issue of such documents, regardless of whether the Buyer is in any way responsible therefor or not, and the Buyer will indemnify A-A against all claims made by third parties, including government agencies, with respect to such documents or the issue thereof.

ARTICLE 5: PRICES

  1. Except as otherwise agreed, prices are exclusive of VAT and other government charges and exclusive of any insurance, transport and packaging costs. The amounts in question will be invoiced separately.
  2. A-A is entitled to increase the price quoted and/or agreed to recover any additional costs incurred by A-A after the date of the quote or conclusion of the agreement, but prior to delivery, as a result of a change in cost-determining factors, such as component prices, transport, warehousing and packaging costs, wages, taxes, social insurance contributions, insurance premiums etcetera.

ARTICLE 6: PAYMENT; SECURITY

  1. Payment must be made within 14 (fourteen) days of the date of delivery or at such earlier date as specified in the invoice, unless a different payment term has been agreed and without prejudice to A-A’s right to demand payment in advance or in cash if it sees reason to do so. A-A may issue separate invoices for instalment deliveries.
  2. A-A remains the owner of products supplied until the Buyer has met all its payment obligations to A-A on account of or in connection with deliveries. In case of late payment, A-A has the right, at its sole discretion, to take back the products of which it is the owner, regardless of their location. At A-A’s request, the Buyer must provide security or additional security for its payment obligations.
  3. A claim of the Buyer may not be set off against a claim of A-A, unless A-A has expressly acknowledged the Buyer’s claim.
  4. In case of late payment the Buyer will be in default without any notice of default or demand for payment being required. In that case the Buyer is liable to pay statutory interest on the amount overdue, at the rate applying to commercial debts, which will be immediately due and payable. In that case, a part of a month will be treated as a full month. To the extent that no delivery has yet been made under any agreement with the Buyer, A-A may also suspend such delivery in full until it has received payment of the full amount overdue. If a second deadline is set for payment and no payment is made within such deadline despite a reminder, A-A has the right to cancel the agreement or, at its option, part of the agreement by giving written notice to that effect, without prejudice to A-A’s right to claim compensation.
  5. Any and all judicial and extrajudicial costs (including costs of legal assistance) incurred by A-A to enforce its rights vis-à-vis the Buyer are payable by the Buyer.
  6. All amounts payable by the Buyer to A-A under the agreement will be due and payable on demand in full if:
    • the Buyer applies for or obtains court protection from creditors (moratorium), if a petition for the Buyer’s winding-up or bankruptcy is presented or if an order is made for the winding-up of the Buyer or the Buyer is declared bankrupt;
    • the Buyer decides to cease or transfer its business in full or in part;
    • the Buyer’s company is dissolved;
    • the Buyer is overdue with any payment on more than two occasions.
In such circumstances, A-A has the right to cancel all agreements with the Buyer with immediate effect by giving written notice to that effect, unless the Buyer provides adequate security to A-A’s satisfaction, within 8 (eight) calendar days of a request to that effect, for all amounts payable at any time by the Buyer to A-A, without prejudice to any other rights A-A may have.

ARTICLE 7: DEFECTS AND DEFICIENCIES; LIABILITY

  1. If the Buyer is of the opinion that the products supplied by A-A do not meet the agreed quality standards, the Buyer must notify A-A accordingly in writing without delay and enable A-A to investigate the complaint.
  2. A-A does not accept any liability for costs arising from incorrect installation or improper operation or use of the products supplied.
  3. A-A will in no event be liable for any indirect or consequential loss or damage suffered by the Buyer as a result of culpable breach of contract on the part of A-A, such as loss of profit, loss of turnover, business stoppage, loss of livestock or business interruption.
  4. Defects or deficiencies in the products supplied do not constitute grounds for cancellation of the agreement, except if A-A fails to comply with its obligations within a reasonable period of time in case of defects or deficiencies as referred to in Paragraph 1. In that case the Buyer will have the right to cancel the agreement if and to the extent that the Buyer cannot reasonably be required to perform the agreement.
  5. Any amount of compensation payable will not exceed the value of the trading transaction.

ARTICLE 8: PRESENTATION

The Buyer may trade in the products supplied by A-A only with the figurative mark, trademark, trade name and specifications with which the products have been supplied to the Buyer. The Buyer may resell the products only in the same packaging, along with any accompanying information leaflets. The Buyer may not use A-A’s figurative mark, trademark, trade name or A-A’s specifications for the trade in products other than A-A products, and the Buyer may not create the appearance to its resellers that third-party products are A-A products.

ARTICLE 9: FORCE MAJEURE

  1. A-A is not under an obligation to perform the agreement if and for as long as A-A is prevented or hindered from performing the agreement due to an event of force majeure, i.e. circumstances beyond the control of A-A, whether foreseeable or otherwise, including in any case circumstances that affect the production of the products to such an extent that the agreement can only be performed with delay or in part or cannot be performed at all, as well as domestic and foreign government measures and regulations, such as transport, import, export or production bans and circumstances such as a war or similar circumstances, breach or non-performance by suppliers and/or carriers, strikes, boycotts, unfavourable weather conditions, fire and explosion. In case of force majeure, A-A cannot be held liable for non-performance of the agreement.
  2. In case of force majeure, A-A may modify the terms and conditions of the agreement, suspend performance of the agreement or terminate the agreement by giving written notice to that effect, without being liable to pay any compensation. In case of force majeure, A-A must inform the Buyer as soon as possible whether it suspends performance of or cancels the agreement, or on what conditions (in particular with respect to delivery periods, quantities to be supplied and prices) A-A will perform the agreement. The agreement will be deemed to have been amended in accordance with the modified terms and conditions notified by A-A to the Buyer, unless A-A receives a written response to the contrary from the Buyer within 15 (fifteen) days of the date of its notification, in which case the agreement is deemed to have been cancelled with effect from the date on which A-A receives the aforesaid response from the Buyer.

ARTICLE 10: ASSIGNMENT

A-A has the right to assign the rights and obligations under an agreement to a company affiliated to A-A, and the Buyer agrees to such assignment in advance, unless the Buyer proves that its interests are materially prejudiced by such assignment. A-A will notify the Buyer of any such assignment in writing.

ARTICLE 11: GOVERNING LAW; COMPETENT COURT

  1. All agreements between A-A and the Buyer and any legal relationships arising therefrom are governed by the laws of the Netherlands.
  2. Any disputes arising from or in connection with the agreement will be submitted to the exclusive jurisdiction of the competent courts in the court district of Zwolle. A-A also has the right to submit disputes to the jurisdiction of other competent courts in or outside the Netherlands.