Terms of service
1. General
These general terms and conditions apply to all offers, quotations, deliveries, products, and services of the Contractor, as well as to all agreements and related (legal) acts between the Contractor and business customers (“Client”).
Deviations from these terms are only valid if expressly confirmed in writing by the Contractor.
The Contractor reserves the right to amend these terms and conditions. The most recent version shall always apply to future agreements.
These terms consist of a general section and a product-specific module applicable to the Contractor’s industrial weighing and process solutions.
2. Definitions
Client: any legal entity acting in the course of a profession or business.
Agreement: any arrangement between the Contractor and Client, including amendments and additions.
Order: any request for the supply of goods or services.
Force Majeure: circumstances beyond the reasonable control of the Contractor that prevent full or partial performance.
3. Applicability
These terms apply exclusively. Any general terms and conditions of the Client are expressly rejected unless agreed otherwise in writing.
By placing an order or accepting delivery of goods, the Client agrees to these terms, provided they have been made available or were reasonably accessible in advance.
4. Quotations and Formation of Agreement
All quotations are non-binding unless stated otherwise in writing.
An agreement is formed upon written confirmation by the Contractor or once performance has commenced.
The Contractor is entitled to refuse an order without providing reasons.
5. Prices
All prices are exclusive of VAT, transport, packaging, and other charges.
Prices are based on market and cost factors. In the event of a significant change in such factors prior to delivery, the Contractor is entitled to adjust prices; the Client has the right in such case to terminate the agreement for the unperformed part.
6. Payment
Unless otherwise agreed, full advance payment applies.
Payment must be made without discount, set-off, or suspension.
In case of late payment, the Client is liable for statutory commercial interest and extrajudicial collection costs, whereby all (extrajudicial and judicial) costs are fully borne by the Client.
The Contractor is entitled to suspend delivery and/or further performance in the event of late payment, without the Client being entitled to suspend its obligations.
7. Delivery
Delivery times are indicative and not strict deadlines unless expressly agreed otherwise in writing.
The delivery period commences upon receipt of (i) any advance payment and (ii) all necessary information, approvals, and data from the Client.
Exceeding delivery times does not entitle the Client to compensation or termination, unless caused by intent or gross negligence on the part of the Contractor.
Partial deliveries are permitted and may be invoiced separately.
8. Risk and Transport
Delivery is Ex Works (EXW) unless otherwise agreed in writing.
Risk of loss, damage, or depreciation transfers to the Client at the moment the goods are made available.
Transport is entirely at the Client’s expense and risk.
9. Inspection and Complaints
Goods must be inspected immediately upon receipt.
Visible defects must be reported in writing within 7 days.
Failing timely notification, the goods are deemed accepted.
10. Returns
Returns are only permitted with prior written consent of the Contractor.
11. Warranty and Non-Conformity
Warranty is only provided to the extent granted by suppliers, unless agreed otherwise in writing.
Unless otherwise agreed, the warranty period is a maximum of 6 months.
Warranty becomes void in case of improper use, normal wear and tear, modification by third parties, or failure to follow instructions.
12. Retention of Title
All delivered goods remain the property of the Contractor until full payment has been received.
This retention of title also applies after processing, mixing, or transformation of the goods.
13. Intellectual Property
All rights to designs, software, drawings, and documentation remain the property of the Contractor.
Use, copying, or distribution without written permission is prohibited.
14. Liability
Liability is limited to direct damages and in any case capped at the invoice value of the relevant delivery.
Indirect damages, including loss of profit, production loss, or business interruption, are excluded.
This limitation does not apply insofar as mandatory law provides otherwise or in cases of intent or gross negligence.
15. Force Majeure
In the event of force majeure, obligations are suspended.
If the force majeure situation lasts longer than 3 months, both parties are entitled to terminate the agreement without compensation.
16. Suspension and Termination
The Contractor is entitled to suspend or terminate the agreement with immediate effect in the event of breach of contract, late payment, or (imminent) insolvency of the Client.
17. Obligations of the Client
The Client is responsible for timely, accurate, and complete provision of all information required for performance of the agreement.
18. Compliance and Export
The Client is responsible for compliance with all applicable laws and regulations, including export, import, and sanctions regulations.
The Client indemnifies the Contractor against all damages resulting from non-compliance.
19. Module – Industrial Weighing and Process Systems
For all systems supplied by the Contractor for weighing, measuring, dosing, and process control, performance, accuracy, and results are partly dependent on external factors beyond the Contractor’s control.
The Contractor provides no performance guarantee unless expressly agreed otherwise in writing.
These factors include, but are not limited to: installation, mechanical integration, calibration, settings, maintenance, and environmental conditions such as temperature, vibration, air flow, static electricity, and electromagnetic influences.
System performance is also dependent on the properties of the processed material, including density, particle size, flow characteristics, moisture content, temperature, and homogeneity.
The Client is fully responsible for correct installation, integration, configuration, calibration, and use, unless otherwise agreed in writing.
Stated capacities, accuracies, and performance data are only valid under specified test and reference conditions and are indicative unless expressly guaranteed in writing.
The Contractor shall not be liable for deviations in performance, output, or accuracy resulting from external factors, product properties, or installation, integration, or operational errors outside its direct control.
20. Governing Law and Disputes
All agreements are exclusively governed by Dutch law.
Disputes shall be submitted to the competent court in the Netherlands.
21. Final Provision
If any provision is found to be invalid, the remaining provisions shall remain in full force. The parties shall replace the invalid provision with a valid one that most closely reflects the original intent.