Terms & Conditions

05-29-2020

Definitions

  1. PWR-Trade: PWR-Trade BV, established in Ter Aar under KvK no. 78179610.
  2. Customer: the person with whom PWR-Trade has entered into an agreement.
  3. Parties: PWR-Trade and customer together.
  4. Consumer: a customer who is also an individual and who acts as a private person.
 
 

Applicability of Terms

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of PWR-Trade.
  2. Parties can only deviate from these terms and conditions if they have explicitly agreed to do so in writing.
  3. The parties explicitly exclude the applicability of additional and / or deviating general terms and conditions of the customer or third parties.
 
 

Offers and quotations

  1. Offers and quotations from PWR-Trade are without obligation, unless explicitly stated otherwise.
  2. An offer or quotation is valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer or quotation.
  3. If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
  4. Offers and quotations do not apply to repeated orders, unless the parties have explicitly agreed this in writing.
 
 

Acceptance

Upon acceptance of a quotation or offer without engagement, PWR-Trade reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.

Verbal acceptance of the customer only commits PWR-Trade after the customer has confirmed this in writing (or electronically).

Prices

  1. All prices used by PWR-Trade are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless explicitly stated otherwise or agreed otherwise.
  2. PWR-Trade is entitled to adjust all prices for its products or services, shown on its website or otherwise at any time.
  3. Any unforeseen increases in the cost price of products or parts at the time of making the offer or the conclusion of the agreement may result in an increased price.
  4. The consumer has the right to dissolve an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.
 
 

Samples / Models

A customer cannot derive any rights after receiving a sample or model of a product, other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products delivered correspond with the sample or model.

Payments and payment term

Unless otherwise agreed on or stated in the invoice, products are paid directly.

Consequences for not paying on time

  1. If the customer does not pay within the agreed term, PWR-Trade is entitled to charge interest of 1% per month from the day that the customer is in default, whereby part of a month is counted as a whole month.
  2. The customer is also indebted extrajudicial collection costs and any compensation to PWR-Trade when the customer is in default.
  3. The collection costs are calculated on the basis of the Decree on Compensation for Extrajudicial Collection Costs.
  4. If the customer does not pay within the agreed term, PWR-Trade may suspend its obligations until the customer has fulfilled its payment obligation.
  5. The claims of PWR-Trade on the customer are immediately due and payable in the event of liquidation, bankruptcy, seizure or moratorium on the customer’s side.
  6. If the customer refuses to cooperate with the fulfillment of the agreement by PWR-Trade, he is still obliged to pay the agreed price to PWR-Trade.
 
 

Right of Complaint

  1. As soon as the customer is in default, PWR-Trade is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
  2. PWR-Trade invokes the right of complaint by means of a written or electronic notification.
  3. As soon as the customer has been notified by PWR-Trade regarding the invoked right of complaint, the customer should immediately return the products to which this right relates to, unless PWR-Trade and the customer made other agreements.
  4. The costs for returning or returning the products are for the account of the customer.
 
 

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend execution of any obligation arising from this agreement.

Right of retention

  1. PWR-Trade can invoke its right of retention and in that case retain the customer’s products until the customer has paid all outstanding invoices, unless the customer has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to PWR-Trade.
  3. PWR-Trade is never responsible for any damage that the customer may suffer as a result of using the right of retention.
 

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt to PWR-Trade against a claim on PWR-Trade.

Retention of title

  1. PWR-Trade remains the owner of all delivered products until the customer has fully complied with all the payment obligations towards PWR-Trade on the basis of any agreement arranged with PWR-Trade, including claims regarding shortcomings in compliance.
  2. Until then, PWR-Trade can invoke its retention of title and take back the goods.
  3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose or otherwise encumber the products.
  4. If PWR-Trade invokes its retention of title, the agreement is considered to be dissolved and PWR-Trade has the right to claim compensation, lost profit and interest.
 
 

Retention

  1. If the customer purchases ordered products after the agreed delivery date, the risk of any loss of quality is entirely for the customer.
  2. Any additional costs as a result of premature or late purchase of products are solely at the expense of the customer.
 
 

Guarantee

  1. The warranty regarding the products applies only to deficiencies caused by faulty fabrication, production or material.
  2. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot be determined.
  3. The risk of loss, damage or theft of the products which are the subject of an agreement between the parties, transfers to the customer when they are legally and / or actually delivered, or at least come under the control of the customer or a third party who receives the product on behalf of the customer.
 

Exchange

Exchange is only possible if the following conditions are met:

  • exchange takes place within 7 days after purchase alongside the consulation of the original invoice
  • the product is returned in the original packaging or with the original (price) tags still attached
  • the product has not yet been used
  • PWR-Trade can replace the product with a comparable one.
 
 

Disclaimer

The customer indemnifies PWR-Trade against all claims from third parties related to the
products and / or services supplied by PWR-Trade.

Complaints

  1. The customer must examine a product or service provided by PWR-Trade as soon as possible for any shortcomings.
  2. If a delivered product or service does not comply with what the customer could reasonably assume regarding the agreement, the customer should inform PWR-Trade of this as soon as possible, but in any case within 7 days after discovery of the shortcomings.
  3. The consumer must inform PWR-Trade of this within 2 months after discovery of the shortcomings.
  4. The customer provides a description of the shortcoming that is as detailed as possible, so that PWR-Trade is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing activities, it cannot in any case lead to PWR-Trade being obliged to perform other actions than agreed upon.
 
 

Notice of default

The customer must make notice of default known to PWR-Trade in writing.
It is the responsibility of the customer that a notice of default actually reaches PWR-Trade on time.

Joint and several liability of the customer

If PWR-Trade enters into an agreement with several customers, each of them is jointly and severally
liable for the full amounts that they owe to PWR-Trade on the basis of that agreement.

Liability of PWR-Trade

  1. PWR-Trade is only liable for any damage suffered by the customer if and to that extent as such damage is caused by intent or deliberate recklessness.
  2. If PWR-Trade is liable for any damage, it is only accountable for direct damage arising from or related to the execution of an agreement.
  3. PWR-Trade is never responsible for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
  4. If PWR-Trade is responsible, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to (part of) the invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and only fairly accurate and can’t give rise to compensation and / or (partial) dissolution of the agreement and / or suspension of any obligation.
 
 

Expiration period

Any right of the customer to compensation from PWR-Trade expires in any case 12 months after the
event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to cancel

  1. The customer has the right to dissolve the agreement if PWR-Trade fails attributably in the fulfillment of its obligations, unless this shortcoming does not justify the dissolution in view of its special nature or minor significance.
  2. If the fulfillment of the obligations by PWR-Trade is not permanent or temporarily impossible, dissolution can only take place after PWR-Trade is in default.
  3. PWR-Trade has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill its obligations under the agreement, or if PWR-Trade has taken knowledge of circumstances that give good grounds to fear that the customer will not be able to suitably fulfill its obligations.
 
 

Force of the majority

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of PWR-Trade in the fulfillment of any obligation towards the customer cannot be attributed to the will of PWR-Trade in an independent situation resulting the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of PWR-Trade.
  2. The force majeure situation referred to in paragraph 1 also includes – but is not limited to – a state of emergency (such as civil war, uprising, riots, natural disasters, etc.); defaults and force majeure on the part of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transportation problems, bad weather and work stoppages.
  3. If a force majeure situation arises as a result of which PWR-Trade cannot fulfill 1 or more obligations towards the customer, then those obligations will be suspended until PWR-Trade can meet them again.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. PWR-Trade does not owe any (damage) compensation in force majeure situation, even if it relishes any benefits as a result of the force majeure situation.
 
 

Amendments to the agreement

If, after the conclusion of the agreement for its implementation, it appears necessary to change or supplement its content, the parties will adjust the agreement appropriately in good terms and in mutual consultation.

Changes to general terms and conditions

PWR-Trade is permitted to adjust or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
PWR-Trade will discuss major structural changes with the customer in advance as much as possible.
Consumers are permitted to terminate the agreement in the event of a significant change to the general terms and conditions.

Transfer of Rights

Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of PWR-Trade.
This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Consequences of nullity or voidability

It will not affect the other provisions of these terms and conditions if one or more conditions of these general terms turn out to be invalid or voidable.
A provision that is invalid or voidable will in that case be replaced by a provision that comes closest to what PWR-Trade had in mind when drawing up the conditions on that point.

Applicable law and competent court

Dutch law is exclusively applicable to every agreement between the parties.
The Dutch court in the district where PWR-Trade is established / has a practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.