Address: Kipstraat 49-F ,3011ZX , Rotterdam
Chamber of Commerce: 24275294
VAT ID: NL807759764B01
Article 1. Applicability of general terms and conditions
1.1 These general terms and conditions apply to all quotations and offers of and agreements (including those that are concluded electronically) between, on the one hand, Sichtman Trading B.V., located at Kipstraat 49-F,3011ZX, Rotterdam (hereinafter: “Sichtman Trading B.V.”) as seller or supplier and on the other hand a counterparty as customer or buyer (hereinafter: “customer”) that relate to the sale and delivery of goods and related services (these goods and services hereinafter jointly referred to as: “products”) by Sichtman Trading B.V to customer.
1.2 Conditions or stipulations deviating from these general terms and conditions only apply if and insofar as Sichtman Trading B.V has explicitly agreed with the customer in a written agreement and then only for that agreement in which these terms and conditions are included; for the rest, these general terms and conditions remain in full force.
1.3 If the customer has concluded an agreement with Sichtman Trading B.V on the basis of these general terms and conditions once, or if he is aware of them in any other way or can reasonably be deemed to be aware of them, these terms and conditions will also become applicable to any subsequent agreement to be concluded with Sichtman Trading B.V, even if a reference to these terms and conditions or a statement in which these terms and conditions are declared applicable to the agreement were not expressly made when the agreement was concluded.
1.4 Sichtman Trading B.V. hereby expressly rejects the applicability of any general terms and conditions invoked by the customer.
1.5 If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable.
1.6 In the event of void or voided provisions, the parties will consult in order to make a replacement valid arrangement that retains the purport of the agreement.
1.7 If Sichtman Trading B.V. does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that it would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2. Offers/formation of agreements
2.1 All offers from Sichtman Trading B.V. are without obligation and can be revoked by it at any time, even if they contain a term for acceptance.
2.2 Offers can only be accepted in writing. Sichtman Trading B.V. nevertheless has the right to accept an acceptance made in a different manner as if it had been made in writing.
2.3 Offers, both oral and written, will automatically lapse unless otherwise stated by Sichtman Trading B.V. if they have not been accepted in writing by the customer within ten working days.
2.4 Designs, images, drawings, calculations, specifications of measurements, capacities, weights, yields, models, and other data provided by Sichtman Trading B.V, whether or not included in its catalogs, brochures, advertisements, on websites, and the like, are as accurate as possible, but the customer may not fully rely on the correctness and completeness thereof unless expressly agreed otherwise in writing.
Article 3. Prices
3.1 All prices quoted by Sichtman Trading B.V. are exclusive of VAT, other costs, and surcharges, including transport costs, unless otherwise agreed in writing.
3.2 The prices of Sichtman Trading B.V. and any surcharges are based on the currency ratios applicable at the time of an offer, the applicable material prices, transport costs, and wage costs. If, after the offer or after the agreement has been concluded, Sichtman Trading B.V is confronted with additional costs due to an increase in material prices, transport costs, wage costs, import and/or export duties and/or levies of any nature whatsoever, or costs caused by currency changes, it is entitled to pass on these additional costs to the customer.
Article 4. Transport, delivery time, delivery, and return procedure
4.1 Unless otherwise agreed, the transport of ordered products to the delivery address takes place on behalf of Sichtman Trading B.V.
4.2 Delivery time is understood to mean a term stated by Sichtman Trading B.V. within which the products could be delivered. This specified term is specified to the best of Sichtman Trading B.V knowledge on the basis of the information and circumstances known to it at the time of specifying that delivery time. Sichtman Trading B.V. makes every effort to deliver the products within the delivery time.
4.3 Specified and/or agreed delivery times do not constitute strict deadlines unless expressly agreed otherwise in writing. In the event of late delivery, the customer must therefore give Sichtman Trading B.V. written notice of default, with due observance of a reasonable term, whereby a term shorter than ten working days is in any case not considered reasonable.
4.4 Delayed delivery does not entitle the customer to any compensation for damage or costs, to refuse the purchase of ordered products, or to dissolve the agreement.
4.5 If there are circumstances other than those known to Sichtman Trading B.V. when it determined the delivery time, it can extend the delivery time by the time it needs to deliver the product.
4.6 Sichtman Trading B.V. reserves the right to deliver orders in parts whereby the payment conditions referred to in Article 6 below also apply to each partial delivery.
4.7 Unless otherwise agreed, delivery will take place at the address where the customer has his registered office address.
4.8 Unless otherwise agreed, delivery of the products has taken place at the moment that the products have been delivered to the delivery address by a carrier commissioned by Sichtman Trading B.V. If the transport takes place on behalf of the customer, the products are deemed to have been delivered at the moment that the products are offered to the transporter by Sichtman Trading B.V.
4.9 If ordered products are delivered without a representative of the customer being present to receive the products and there is no secured, closed space at the delivery address for the carrier to place the products, the carrier’s statement that he has delivered the products in good order as sufficient and complete proof that the products have been delivered in good order.
4.10 Sichtman Trading B.V. does not refund any compensation for and does not accept return shipments of products by the customer unless this has been expressly permitted in advance by Sichtman Trading B.V. and the return shipment takes place in accordance with the conditions set by Sichtman Trading B.V. In the event of a return without permission from Sichtman Trading B.V., transport, and storage will be at the expense and risk of the customer.
Article 5. Risk transfer
5.1 From the moment of delivery, the delivered products are at risk to the customer. From the moment of delivery, the customer bears the risk of loss, damage, or any other reduction in the value of the delivered products.
5.2 When the customer takes on the transport, the customer bears the risk of loss, damage, or any other reduction in the value of the delivered products, including the risk of storage, from the moment the products delivered by Sichtman Trading B.V. are offered to the carrier. , loading, transport, and unloading.
Article 6. Invoices, payment, due and payable, and security
6.1 Unless otherwise agreed, Sichtman Trading B.V. will only send invoices in electronic format by e-mail to the customer instead of a paper invoice by post.
6.2 Payment must be made before delivery or during delivery of the products in the currency stated on the invoice, unless other payment conditions have been agreed.
6.2 The full claim for payment of Sichtman Trading B.V. against the customer is immediately due and payable if:
a) a payment term has expired;
b) bankruptcy or suspension of payment has been requested from the customer;
c) goods or claims of the customer are seized;
d) the customer dies, is dissolved, or liquidated;
e) a request is made to or on behalf of the customer to be admitted to statutory debt rescheduling or to be placed under guardianship.
6.3 A payment first serves to reduce the costs, then to reduce the interest due, and then to reduce the oldest outstanding principal sum.
6.4 If a payment term is exceeded, the customer is immediately in default by operation of law and owes the statutory interest for commercial transactions (ex art. 6:119a Dutch Civil Code) on the full invoice amount with a minimum of €40. Part of the month is regarded as a full month for the interest calculation.
6.5 The customer is not authorized to deduct or set off any amount against a claim of Sichtman Trading B.V. on account of a counterclaim made by the customer, whether or not due and payable unless Be Green Techniek is declared bankrupt.
6.6 All costs of collection, after the customer has been in default, both judicial and extrajudicial, will be borne by the customer. The extrajudicial costs are set at least 15% of the principal sum and interest still due, with a minimum of €250 excluding VAT, without prejudice to the right of Sichtman Trading B.V. to claim the actual extrajudicial costs from the customer, if they exceed this determined amount. to go.
6.7 If the customer does not fulfill any of its obligations towards Sichtman Trading B.V. under the agreement, or if Sichtman Trading B.V. may reasonably suspect that the customer will not or will not be able to meet any obligation as referred to above in the future, Sichtman Trading B.V., at its discretion, without being obliged to pay any compensation, has the right:
a) demand payment in advance, or proper security for the payment, or demand immediate payment upon delivery for payment obligations under all current and future agreements;
b) to suspend deliveries (as well as the preparation and processing of products intended for delivery) without prejudice to Sichtman Trading B.V.’s right to demand simultaneous or later security for payment;
c) to dissolve the relevant agreement in whole or insofar as it has not been performed, with immediate effect;
d) dissolve one or more or all current purchase agreements in respect of which the customer is not in default, in whole or insofar as they have not been performed, with immediate effect, without prejudice to the right of Sichtman Trading B.V. to claim full compensation for damage from the customer.
6.8 Irrespective of the agreed payment conditions, the customer is obliged, at Sichtman Trading B.V.’s first request, to provide sufficient security required by Sichtman Trading B.V. for the fulfillment of its financial obligations towards Sichtman Trading B.V. If the customer does not comply with this within a reasonable period, the customer is in default by operation of law, and Sichtman Trading B.V. has the right to dissolve the agreement and to recover its damage from the customer.
Article 7. Complaints
7.1 The customer must inspect the products as soon as possible after delivery and inform Sichtman Trading B.V. in writing of any visible defects within 24 hours after delivery at the latest. Sichtman Trading B.V. accepts no liability for such defects that are reported after that period and in that case is not obliged to repair or replace the delivered products. In that case, the customer cannot return the product to Sichtman Trading B.V.
7.2 The Customer has a general obligation to investigate defects other than those referred to in this article under 7.1. If, after investigation, the customer is of the opinion that a product is defective, or should have known that a product is defective, he must inform the customer as soon as possible, but no later than 8 days after he has become aware of a defect or of the defect. should have been aware, and informed Sichtman Trading B.V. of this in writing with a description in sufficient detail of the nature and extent of the defect. In the event of a complaint submitted in time, the customer will give Sichtman Trading B.V. the opportunity to check the product in question, failing which the complaint will not be eligible for treatment.
7.3 If the complaint is found to be well-founded by Sichtman Trading B.V., it will be given the necessary time to carry out the repair it deems necessary or, at the option of Sichtman Trading B.V., to replace the rejected product with another. When replacing rejected products, the account can be taken of the benefit that the customer has gained in the meantime, and Sichtman Trading B.V. can charge fair compensation for this.
7.4 Complaints submitted on time will also not be processed and the products in question cannot be returned if it appears that those products have been changed or repaired without the permission of Sichtman Trading B.V., except in the event that this has been done with the consent of Sichtman Trading B.V.
7.5 In the event of late or incorrect complaint reporting, the delivered goods are deemed to be in accordance with the agreement, and Sichtman Trading B.V. is entitled to charge the customer for the costs it has incurred in connection with the complaint handling. Submitting a complaint does not entitle the customer to suspend payment and does not release him from his payment obligations towards BSichtman Trading B.V.
7.6 The Customer must submit complaints about the amount of the invoice, under penalty of forfeiture of its rights in this respect, as soon as possible, but no later than one week after the payment term, in writing to Sichtman Trading B.V., failing which the complaint cannot be submitted for processing. is eligible and the customer continues to owe the invoice amount to Sichtman Trading B.V.
Article 8. Warranty
8.1 For the repair or remedy of defects in products supplied by Sichtman Trading B.V., the warranty obligations of Sichtman Trading B.V. do not exceed the scope of the supplier’s warranty obligations for Sichtman Trading B.V.
8.2 Only defects that were already present at the time of delivery, but not visible and become visible within three months after delivery, will be repaired by Sichtman Trading B.V. by replacement or in another manner chosen by it.
8.3 The warranty in article 8.2 only applies to those defects that were not reasonably observable at the time of delivery and that manifest themselves under normal operating conditions and with the correct use of the delivered item. It does not extend to defects arising from or related to insufficient or incorrect maintenance or repairs carried out by or on behalf of the customer, nor to defects resulting from normal wear and tear. Furthermore, no warranty is given on products that were not new at the time of delivery.
8.4 The customer can only invoke the rights from articles 8.1 and 8.2 if he:
– in accordance with Article 7. informs you in writing of the defects found; and
– makes it plausible that there is a defect; and also
– provides full cooperation to enable Sichtman Trading B.V. to remove a defect within a reasonable period of time.
8.5 Except when the nature of the defect entails that repair must be carried out at the place where the product is located, the customer will return any part of the item that shows a defect as referred to here for repair or replacement at its own expense. Return technology. In that case, Sichtman Trading B.V. is deemed to have fulfilled the guarantee obligation as soon as the repaired part or a part for replacement has been made available to the customer or its transporter.
8.6 The defective products, which have been replaced by Sichtman Trading B.V. on the basis of this article, become the property of Sichtman Trading B.V. by operation of law after replacement.
8.7 The statement that Sichtman Trading B.V. does not fulfill a guarantee obligation does not release the customer from the obligations arising for him from an agreement concluded with Sichtman Trading B.V.
8.8 The Customer cannot transfer rights under this article.
Article 9. Liability
9.1 Without prejudice to the further provisions of these terms and conditions, Sichtman Trading B.V. is in any case not liable for damage caused by improper use of the delivered products or by using them for a purpose other than for which they are suitable.
9.2 Except for fulfillment of the warranty obligation by Sichtman Trading B.V. in accordance with Articles 8.1 and 8.2 and subject to mandatory law, any liability of Sichtman Trading B.V. (including, but not limited to, all forms of direct, indirect, or consequential damage, loss of profit and damage from an unlawful act) are excluded, unless and insofar as there is intent or gross negligence on the part of Sichtman Trading B.V. and subject to the liability expressly accepted in writing by Sichtman Trading B.V. In all cases, whether direct damage, personal injury or delay damage, or damage under any name whatsoever,
9.3 Sichtman Trading B.V. is not liable for oral or written advice, information, recommendations, etc.
9.4 The customer indemnified Sichtman Trading B.V. against all third-party claims for damage as a result of a product delivered by Sichtman Trading B.V. to the customer. The Customer is obliged to take out and maintain adequate insurance insofar as this is necessary in the context of the indemnification of this article, with cover for such liability.
9.5 The customer indemnifies Sichtman Trading B.V. against all claims from third parties with regard to the use of designs, images, drawings, calculations, specifications of measurements, capacities, weights, yields, models, and other data provided by or on behalf of the customer.
9.6 The provisions of Articles 9.1 to 9.5 apply equally to the subordinates of Sichtman Trading B.V.
Article 10. Retention of title
10.1 All products delivered and yet to be delivered on the basis of all agreements concluded between Sichtman Trading B.V. and the customer (including products already paid for by the customer) remain the exclusive property of Sichtman Trading B.V. until all claims in respect of those deliveries that Sichtman Trading B.V. has against the customer or will obtain payment in full.
10.2 As long as the ownership of the products has not passed to the customer, the customer may not alienate or encumber the products (including pledging, mortgaging, or granting any other right to or for the benefit of third parties). At the first request of Sichtman Trading B.V., the customer undertakes to cooperate in establishing a right of pledge on the claims that the customer acquires or will acquire against its customers on account of the onward delivery of products supplied by Sichtman Trading B.V.
10.3 The customer is obliged to keep the products that Sichtman Trading B.V. has delivered to the customer under retention of title with due care, and also to keep them recognizable as the property of Sichtman Trading B.V. and in a place separate from other goods.
10.4 Sichtman Trading B.V. is entitled to take back the products that it has delivered to the customer under retention of title and that are still present at the customer if the customer is in default with the fulfillment of its payment obligations, one of the cases referred to in Article 6.2 applies or is otherwise in payment difficulties or threatens to be. The customer shall at all times grant Sichtman Trading B.V. free access to its sites and/or buildings in order to inspect the products and/or to exercise the rights of Sichtman Trading B.V..
10.5 The provisions included in Articles 10.1 to 10.4 do not affect the other rights accruing to Sichtman Trading B.V.
Article 11. Intellectual property rights
11.1 Unless agreed otherwise in writing, Sichtman Trading B.V. retains the copyrights and all industrial property rights to the offers made by it, designs, images, drawings, (trial) models, software, and the like provided by it.
11.2 The rights to the data referred to in Article 11.1 remain the property of Sichtman Trading B.V., regardless of whether costs have been charged to the customer for the production thereof. This data may not be copied, used, or passed on to third parties without the prior explicit written permission of Sichtman Trading B.V. be made available.
Article 12. Force majeure
12.1 In the event of force majeure, Sichtman Trading B.V. shall be entitled, at its option, to dissolve the concluded agreement or to suspend the moment of delivery until the moment at which the force majeure ceases to exist, without the customer being entitled to any compensation.
12.2 In the event of force majeure, the customer is only entitled to dissolve after the expiry of six months and then only for the part of the agreement that has not yet been fulfilled.
12.3 Force majeure on the part of Sichtman Trading B.V. is in any case, but not limited to, if it is prevented from fully and/or timely fulfilling its obligations under the agreement or the preparation thereof, after the conclusion of the agreement. as a result of fire, water damage, flooding, strikes, company occupation, import and export restrictions, government measures, disruptions in the supply of energy, the default of suppliers of Sichtman Trading B.V., as well as delays or obstacles to transport and furthermore all other causes that arise through no fault or risk of Sichtman Trading B.V.
12.4 Sichtman Trading B.V. will inform the customer as soon as possible of the moment of the occurrence of force majeure.
Article 13. Announcements
13.1 Unless stipulated otherwise, all notifications regarding the (execution of the) agreement must be made in writing. The requirement of “in writing” in these Terms may also be met using email.
13.2 Claims for fulfillment and notices of default by the customer must be made by registered letter, clearly indicating what is required and within what period. This also applies to setting any other term and invoking dissolution of the agreement. An appeal for dissolution must clearly indicate the grounds for this.
Article 14. Disputes
14.1 The agreement with the customer is exclusively governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is hereby expressly excluded.
14.2 All disputes will be settled exclusively by the competent court in Groningen (Northern Netherlands court, Groningen location).
14.3 Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
