General Terms and Conditions
of Ratio EV B.V.
which regulate the contracts to be concluded within the scope of its business operations, filed with the Chamber of Commerce in Amersfoort (The Netherlands) under number
31050275.
1. GENERAL
1.1 All our offers, contracts and their performance are exclusively governed by these terms and conditions. Deviations must be explicitly agreed with us in writing.
1.2 In these terms and conditions, 'other party' means any natural or legal person that concluded or wants to conclude a contract with our company, and their representative(s), agent(s), successor(s) in title, and heirs.
1.3 The applicability of General Terms and Conditions used by the other party is expressly excluded. We will inform the other party about this prior to the formation of the contract.
2. OFFERS
2.1 All offers made will be valid during a period to be designated by us. In the absence of such a period, our offers will be valid and may be withdrawn immediately following
acceptance for a maximum period of 3 months.
2.2 All price lists, brochures, and other information provided with an offer are as accurately as possible. However, they will only be binding on us if this has been confirmed expressly in writing. All data/information provided with an offer remain our property, including intellectual property, and must be returned when first requested.
2.3 The fact that we have sent an offer and/or other documentation does not oblige us to make a delivery and/or accept an order, unless an irrevocable offer is concerned and the other party notifies that it wants to accept this offer.
3. AGREEMENT
3.1 Subject to the provisions set out below, a contract with us will not be formed until we have expressly accepted or confirmed an order (in writing or otherwise). The order confirmation is deemed to represent the contract accurately and completely.
3.2 Any additional agreements or changes made later as well as any agreements, including oral agreements, and/or promises made by our employees or on our behalf by our salespersons, agents, representatives, or other intermediaries, are only binding on us if we have confirmed them in writing.
3.3 For work for which no offer and/or order confirmation is sent because of its nature and scope, the invoice is also regarded as an order confirmation, which is also deemed to represent the contract accurately and completely. With regard to the provisions set out in article 3.1, 3.2, and 3.3, our administration will be decisive, subject to written proof to the contrary.
3.4. Each contract is concluded by us on the suspensive condition that the other party – exclusively at our discretion – proves to be sufficiently creditworthy to comply with the contract financially.
3.5 Before performing or continuing with the performance of the contract, we are entitled upon or after entering into the contract to require security from the other party for the fulfilment of all payment and other obligations.
3.6 If we believe that this is necessary or desirable, we are entitled to engage others for the proper performance of the contracts, the costs of which will be passed on to the other party in accordance with the quotations submitted. Where possible and/or necessary, we will consult with the other party about this.
4. PRICES
4.1 Unless otherwise stated, all quotations are given subject to price changes.
4.2 Unless otherwise stated, our prices are:
- based on the purchase prices, wages, wage costs, social and insurance contributions, government charges, freight costs, insurance premiums, and other costs applicable at the time of the offer or order date respectively;
- based on delivery ex works, warehouse or other storage facility;
- exclusive of VAT, import duties, other taxes, charges, and duties;
- exclusive of the costs of packaging, loading and unloading, transport, and insurance;
- expressed in euros, any exchange rate movements will be passed on.
4.3 In the event of an increase of one or more of the cost price factors, we are entitled to increase the order price accordingly within 3 months after the conclusion of the contract. In that case, the other party is entitled to terminate the contract.
5. DELIVERY AND DELIVERY TIME
5.1 Unless otherwise agreed, delivery is made ex works/warehouse. The moment the goods leave our company/warehouse, the risk in the goods passes to the other party. Delivery carriage paid will only take place if indicated by us on the invoice or otherwise.
5.2 The other party is obliged to inspect the goods delivered and/or packaging immediately upon delivery for any shortages or visible damage, or to have this inspection carried out after notification from us that the goods have been made available to the other party.
5.3 The other party must mention or cause to mention any shortages or damage to the goods delivered and/or the packaging present upon delivery on the packing slip, invoice and/or carriage documents, in default whereof the related complaints will no longer be accepted.
5.4 We are entitled to make partial deliveries, after consultation with the other party, which we may invoice separately. In that case, the other party is obliged to pay in accordance with the provisions set out below in "Payment".
5.5 Delivery dates are approximate only and are not binding.
5.6 Exceeding the delivery period does not oblige us to pay any compensation. After repeated failures to meet the delivery date, the other party may give us written notice of default, mentioning a final, reasonable delivery date. After that, the other party is entitled to terminate the contract in writing, unless the cause of the failure to meet the delivery date cannot be attributed to us.
5.7 If after the delivery date has passed the other party has not taken delivery of the goods, they will be stored at its expense and risk. After a period of 4 weeks, we will be entitled to sell these goods, whether privately or not. Any lower proceeds as well as the costs will be at the expense of the other party, without prejudice to our other rights.
6. CANCELLATION/TERMINATION
6.1 The other party may cancel/terminate the contract only after having given prior notice of default, in which a reasonable period is set to remedy the breach, and only if and to the extent the breach of contract can be attributed to use, unless given its nature or minor significance, the breach does not justify this termination and the consequences thereof.
6.2 To the extent performance is not permanently or temporarily impossible, the right of the other party to terminate the contract does not arise until we are in default.
6.3 The work already performed and to be performed at the time of termination must be paid in accordance with the agreements made, which also applies to the other reasonable costs (such as costs arising from obligations towards third parties that we may have assumed.
6.4 Transport of the goods will always take place at the expense and risk of the other party, even when the transporter demands that all consignment notes, road waybills, and the like include the clause that all transport damage is at the expense and risk of the sender.
7. TRANSPORT / RISK
7.1 If the other party does not give any further instructions, the mode of transport, shipment, packaging, and the like will be determined by us with due care, without being liable for this in any way. Any specific wishes of the other party regarding the transport/shipment will only be complied with if the other party has declared to bear the additional costs.
7.2 The goods are transported at the expense of the other party. To avoid unpaid shipments, we will deliver the goods carriage paid, but charge the freight costs together with the goods.
8. NONATTRIBUTABLE BREACH
8.1 In these terms and conditions, 'nonattributable failure' means: Any circumstance that is beyond the control of the parties and/or unforeseeable, as a result of which the other party cannot reasonably require us to perform the contract. 'Nonattributable breach' in any case includes: work strike, excessive sickness absence of our personnel, transport problems, fire, government measures, including in any case import and export prohibitions, quota restrictions, and operational breakdowns at our business or at our suppliers, as well as a breach on the part of our suppliers as a result of which we cannot or can no longer comply with our obligations to the other party.
8.2 If a situation of force majeure arises, we are entitled to suspend performance of the contract or to terminate the contract. We will consult the other party about this beforehand.
8.3 We are entitled to claim payment for the work carried out in the performance of the contract in question before the force majeure situation arose.
8.4 We are entitled to invoke force majeure even if the circumstance that results in a situation of force majeure arises after our performance should have been delivered
9. LIABILITY
9.1 Subject to any mandatory statutory provisions regarding liability, including product liability, as well as to the rules of law regarding public order and good faith, we are not liable to pay any compensation for any direct or indirect damage and/or loss of any nature whatsoever, including trading loss, to movable or immovable property or to persons, both at the other party and at third parties. Subject to that which is stipulated elsewhere in these terms and conditions, we will not be liable in any case for damage and/or loss caused by the improper use of the goods delivered or the use thereof for a purpose other than the purpose for which they are suitable according to objective standards. Furthermore, we will not be liable for any damage and/or loss caused be a defect in our product if:
a. we have not put the product on the market;
b. having regard to the circumstances, it is plausible that the defect that caused the damage and/or loss did not exist at the time we put the product on the market, or that this defect arose later on;
c. our product was not manufactured for us for sale or any other form of distribution with an economic purpose or not manufactured or distributed in connection with the running of our business;
d. the defect is the result of the fact that the product conforms to mandatory government regulations;
e. based on the scientific and technical knowledge at the time we put the product on the market, it was impossible to discover the existence of the defect;
f. where the manufacturer of a component is concerned, the defect can be attributed to the design of the product of which the component is a part, or to the instructions given by the manufacturer of the product.
9.2 We do not warrant the correctness of the specifications and/or other information provided by the other party and accept no liability whatsoever in this respect. Our records are decisive in this connection.
9.3 Our liability will be assessed based on our product liability insurance as well as the legislation on product liability. Subject to the provisions elsewhere in this article, any damage and/or loss inflicted by us on the other party (trading loss) will at all times be limited to the amount of the invoice sent to the other party, up to the total of the amount paid out to us with regard to the invoice in question by the insurer under our liability insurance. If necessary, we will provide the other party with information on the maximum sum insured under our insurance.
9.4 Compliance with the applicable warranty/complaints obligations and/or payment of the assessed damage and/or loss by us and/or our insurer(s) will be regarded as the only and full compensation. In all other respects, the other party indemnifies us expressly and completely.
10. COMPLAINTS
10.1 Without prejudice to the provisions set out elsewhere in these provisions, all complaints must be submitted in writing to us within 8 days after delivery, specifying the nature and reason for the complaints. To invoices, a period of 8 days after the invoice date applies.
10.2 Complaints regarding hidden defects (defects that are not visible upon delivery) must be submitted within 6 months after delivery, while they must be submitted within 8 days after discovery.
10.3 After expiry of this period (these periods) the other party is deemed to have approved the goods delivered, or to have accepted the invoice. In that case, we will no longer accept any complaints.
10.4 If we consider a complaint well-founded, we will obliged to only replace the defective goods, without the other party being entitled to any other compensation whatsoever.
10.5 Submission of a complaint will never exempt the other party from its payment obligations to us.
10.6 Goods delivered may only be returned after our prior written approval, on conditions to be set by us.
10.7 We use a Carry-in warranty. This means that if the other party wants to return a product within the warranty period, the other party will have to arrange for the shipment of the product in question and the shipping costs will be at the expense of the other party.
11. RETENTION OF TITLE
11.1 All goods delivered by us and that are still in the possession of the other party will remain our property until payment in full of that which is due to us by the other party, also in connection with claims for breach of contract, including interest and costs.
11.2 We also obtain a non-possessory pledge on these goods, to which the other party hereby irrevocably agrees, up to the amount of the claims that are outstanding at that time.
11.3 The goods may be resold or used by the other party as part of its normal business activities but may not be given as security or be provided as security for the claim of a third party.
11.4 Based on the provisions of this article, we will be entitled at all times to take back or cause to take back the goods delivered from the other party or the party who has them in its possession, if the other party does not comply with its obligations. The other party will be obliged to cooperate.
11.5 If goods are resold by the other party that have not been paid or have not been paid in full, the other party hereby assigns the claims arising from this resale against its buyer (the second buyer) to us, which assignment will thereupon be regarded as payment or partial payment. The other party is obliged to provide us with the relevant information on demand, so that we may claim the amount due directly from the second buyer. The payment made to us by the second buyer will be deducted from the total amount due to us by the other party. In the event of resale, the other party is also obliged to invoke the same retention of title as set out in this provision.
12. PAYMENT
12.1 Payment must be made upon delivery or by means of a deposit or transfer into a bank or giro account designated by us, within 30 days after the invoice date. The value date indicated by the bank/giro statements is decisive and will therefore be considered as payment date.
12.2 Each payment made by the other party will in the first instance serve to settle any interest due by it as well as any collection costs and/or administrative costs incurred by us and then to settle the oldest outstanding invoice.
12.3 In the event:
a. a petition for the bankruptcy of the other party is filed or the other party is declared bankrupt, a petition for a suspension of payments is filed or its assets or a part thereof are attached;
b. the other party dies or is placed under guardianship;
c. the other party does not comply with any statutory obligation or any of its obligations under these terms and conditions;
d. the other party fails to pay an invoice amount or a part thereof within the stipulated period;
e. the other party ceases or transfers its business or an important part thereof, including the contribution of its business into a company that is to be incorporated or that already exists, or changes the objects of his company, the occurrence of one or more of the circumstances mentioned above is sufficient for us to be entitled, without any notice of default being required, to terminate the contract with immediate effect by giving written notice of termination, or to claim immediate payment in full of any amount due by the other party based on the work performed and/or deliveries made by us and to claim back the goods delivered but not yet paid as our property, without prejudice to our right to claim compensation of the costs, damage and/or loss and interest.
12.4 As of the moment the payment term has expired without payment of the amount due, we will be entitled to terminate the contract wholly or partly, unless the failure to pay, given its special nature or minor significance, does not justify this termination and its consequences.
13. INTEREST AND COSTS
13.1 If payment has not taken place within the period mentioned in the previous article, the other party will be in default by operation of law and as of the due date interest at 1.5% per month or part of a month will be payable on the outstanding amount.
13.2 All judicial and extrajudicial costs to be incurred will be at the expense of the other party. The extrajudicial collection costs will be at least 15% of the amount due by the other party, including the interest mentioned above.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights in the products sold by us, including but not limited to analyses, designs, and documents or otherwise, all in the broadest sense, are vested in us and/or in one of our partners for whom we act as reseller. The other party is expressly not allowed to remove or change any notice of intellectual property rights from the products delivered.
15. CONFIDENTIAL INFORMATION AND NON-HIRE CLAUSE
15.1 The other party warrants that all confidential information received in connection with the contract will be treated confidentially and will only be used for the purpose for which it is provided. Information will in any case be considered as confidential if it is identified as such by us or if the other party should reasonably understand the confidential nature of the information. The above does not affect the fact that we may provide data to third parties, insofar as this is necessary in our reasonable opinion for the proper performance of the contract.
15.2 For a period of 1 (one) year after expiry of the contract in question, the other party will not hire any of our employees who are involved in the contract or have any of these employees work for it, either directly or indirectly, except with our prior permission. Any breach of this provision will result in the other party being liable, without any court intervention being required, to pay us an immediately payable penalty of EUR50,000.- (fifty thousand euros) for each breach, without prejudice to all our other rights, including the right to compensation of the actual damage and/or loss suffered by us.
16. APPLICABLE LAW
16.1 All our offers, contracts and their performance are exclusively governed by Dutch law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
16.2 The Dutch text of these terms and conditions is binding. In the case of conflict between one or more provisions of these terms and conditions and the law, the other provisions of these terms and conditions will continue to apply in full.
16.3 The interpretation of international commercial terms is subject to the "Incoterms", as drafted by the International Chamber of Commerce in Paris (ICC).
17. DISPUTES
17.1 All disputes, to the extent they cannot be settled amicably, will be submitted to the court with jurisdiction in the district of Gelderland, insofar as permitted by the law.
14 October 2021
