Terms and Conditions
GENERAL CONDITIONS of ChinaWorks BV, Rietveldstraat 8b, established and having its principal place of business in Zwolle, Chamber of Commerce Zwolle: 05085341 0000 hereafter to be referred to as: ChinaWorks.
Article 1. Definitions
1. In these general conditions the following terms are defined as stated below:
ChinaWorks: the user of the general conditions; non-consumer: a client who acts in the course of a business or profession; buyer: non-consumer.
Article 2. Applicability of these conditions
1. These conditions apply to every offer and every agreement between ChinaWorks and a buyer to which ChinaWorks has declared these conditions to be applicable, insofar as the parties have not expressly and in writing deviated from these conditions. 2. The present conditions also apply to all agreements with ChinaWorks that require the involvement of third parties to execute these agreements.
Article 3. Offers
1. Offers from ChinaWorks are without obligation and expire at the latest 3 months after the date of the offer.
2. Notwithstanding the provisions of article 6:225 subsection 2 of the Civil Code, ChinaWorks is not bound to deviations made by the potential buyer in his acceptance of ChinaWorks’s offer.
3. The delivery times, and other terms for the performance to be carried out by ChinaWorks, mentioned in offers from ChinaWorks are estimates and only informative; exceeding these does not entitle the potential buyer to compensation or dissolution.
4. The prices that ChinaWorks has stated are based on execution in standard working hours and excluding transport, packing, delivery and installation costs, VAT and other government levies, unless mentioned otherwise.
5. ChinaWorks is only bound to his offer if the potential buyer confirms the acceptance of the offer in writing and within 30 days. The prices mentioned in an offer are excluding VAT, unless mentioned otherwise. (See also: Explanation by paragraph under 1)
Article 4. Delivery
1. Unless agreed otherwise, the delivery takes place Free House. When one of the Incoterms has been agreed as a delivery condition, the Incoterms valid at the moment of entering into the agreement will apply.
2. The buyer is obliged to take possession of the items purchased at the moment they are delivered to him or at the moment they are made available to him according to the agreement.
3. If the buyer refuses to take possession or fails to provide information or instructions necessary for the delivery, the items will be stored at the risk of the buyer. In that case, the buyer will be obliged to pay all additional costs, including in any case storage costs.
Article 5. Delivery times
1. The delivery times that the user has stated are approximations at all times and are never deadlines.
2. In the event of a non-timely delivery, the buyer must therefore declare ChinaWorks to be in default in writing and give ChinaWorks a reasonable term to still meet his obligations.
3. The delivery time that ChinaWorks has stated only commences after he has received all the necessary information.
Article 6. Partial deliveries
ChinaWorks is allowed to deliver the purchased items in consignments. This does not apply if a partial delivery does not have an independent value. If the items are delivered in consignments, ChinaWorks is entitled to invoice every consignment separately.
Article 7. Technical requirements, etc.
1. If the items to be delivered in the Netherlands must be used outside the Netherlands, ChinaWorks is not responsible for the items to be delivered meeting the technical requirements, standards and/or regulations that are set by laws or rules of the country where the items are to be used. This does not apply if the use abroad was reported, when entering into the agreement, while submitting all the necessary information and specifications.
2. All other technical requirements that are set by the buyer to the items to be delivered and that deviate from the standard applicable requirements must be expressly reported by the buyer when entering into the purchase agreement.
Article 8. Samples, models and examples
If ChinaWorks has shown or provided a model, sample or example, this is supposed to be only shown or provided as an indication: the characteristics of the items to be delivered can deviate from the sample, model or example, unless it was expressly stated that delivery would take place in accordance with the sample, model or example that was shown or provided.
Article 9. Dissolution of the agreement
1. An agreement between ChinaWorks and a buyer can be dissolved immediately in the following cases:
if ChinaWorks becomes aware of circumstances, after entering into the agreement, which give ChinaWorks good reasons to fear that the buyer will not meet his obligations;
if ChinaWorks has requested the buyer, when entering into the agreement, to provide security for the fulfilment and this security is not forthcoming or is insufficient despite a demand.
In the aforementioned cases, ChinaWorks is entitled to suspend the further execution of the agreement or to dissolve the agreement, all this without prejudice to ChinaWorks’s right to claim compensation.
2. ChinaWorks is entitled to dissolve the agreement if circumstances occur with regard to people and/or materials that ChinaWorks uses or tends to use for the execution of the agreement, which are of such nature that they make the execution of the agreement impossible or inconvenient and/or disproportionately expensive to such an extent that fulfilment of the agreement can no longer reasonably be required.
Article 10. Guarantee
1. If the guarantee concerns a product that has been produced by a third party, the guarantee is limited to the guarantee that is given by the producer concerned for that product.
The guarantee does not apply to: (See also: Explanation by paragraph under 3)
2. If the item shows a design, material or manufacturing defect, the buyer is entitled to the item being repaired.
ChinaWorks can opt to replace the item if there are objections against the repair. The buyer is only entitled to replacement if repair of the item is not possible.
3. The guarantee does not apply if damage is the result of an incorrect use or not correctly following the instructions.
4. Incorrect use is understood to mean, among others: (See also: Explanation by paragraph under 4)
Article 11. Retention of title
1. All items that ChinaWorks has delivered remain the property of ChinaWorks until the buyer has observed all the following obligations from all purchase agreements entered into with ChinaWorks.
2. The items that ChinaWorks has delivered, which pursuant to paragraph 1 fall under the retention of title, may only be resold within the scope of normal conduct of his business and never be used as an instrument of payment.
3. The buyer is not entitled to pledge the items that fall under the retention of title nor encumber them in any other way.
4. In all cases in which ChinaWorks wants to exercise his property rights, the buyer states that he will grant his unconditional and irrevocable approval to ChinaWorks or a third party to be appointed by the buyer to enter all those places where the property of ChinaWorks will be and to remove those items from there.
5. If third parties seize the items delivered under retention of title or want to establish or enforce rights on them, the buyer is obliged to inform ChinaWorks of this as soon as may reasonably be expected.
6. The buyer undertakes to insure the items that are delivered under the retention of title and to keep them insured against fire, explosion and water damage as well as theft and to make the policy of this insurance available for inspection on first demand.
Article 12. Defects; complaint terms
1. The buyer must investigate or have investigated the purchased items upon delivery or as soon as possible after that.
In this regard, the buyer must check if the delivered items meet the conditions of the agreement, namely:
– if the correct items have been delivered;
– if the delivered items as regards quantity (for example the amount and number) correspond to what has been agreed upon;
– if the delivered items meet the agreed quality requirements or, if these are absent, the requirements that may be set to a standard use and/or commercial purposes.
2. If visible defects or shortcomings come to light, the buyer must report these in writing to ChinaWorks within 3 days of delivery. (See also: Explanation by paragraph under 5)
3. The buyer must report hidden defects in writing to ChinaWorks within 3 days of discovery, but at the latest within 3 months of delivery.
4. Also if the opposite party puts in a timely complaint, his obligation to pay and take possession of the orders that were submitted remains.
5. Items can only be returned to ChinaWorks after prior written permission.
Article 13. Price/Price increase
1. Unless expressly stated otherwise, the prices that we have issued apply:
– in Dutch currency
– excluding VAT
– on the basis of the minimum amounts used by the user
– including transport costs
– free house
2. If ChinaWorks agrees to a certain price with the buyer, ChinaWorks is nevertheless entitled to increase the price if ChinaWorks can demonstrate that significant price changes as regards raw materials, currency and/or wages or other non-foreseen circumstances occurred between the moment of the offer and the delivery.
3. If the price increase amounts to more than 10%, the buyer is entitled to dissolve the agreement.
Article 14. Payment
1. Down payment of 50% signing of the agreement, other 50% of the payment at delivery of the goods.
2. Payment must take place within 14 days of the invoice date in a manner specified by ChinaWorks in the currency of the invoice.
3. After 14 days of the invoice date, the buyer is in default by operation of law; from the moment of being in default the buyer is obliged to pay interest of 1.5% per month on the amount due and payable unless the legal interest is higher, in which case the legal interest applies.
4. In the case of ChinaWorks’s winding-up, bankruptcy or moratorium of payments, the claims of ChinaWorks and the obligations of the buyer towards ChinaWorks will be due on demand.
5. Payment must take place without discount or settlement.
6. The payments made by the buyer will first be applied to settle all interest and costs payable, and subsequently those invoice amounts which have been outstanding for the longest period, even though the buyer has stated that the payment relates to other invoices.
Article 15. Collection costs
In the event that the buyer is in default or fails to meet one or more of his obligations, all legal and other costs to obtain fulfilment are for the account of the buyer.
Article 16. Liability
ChinaWorks is only liable towards the buyer in the following manner:
1. Only the liability as provided for in article 10 (Guarantee) of these conditions applies to damage as a result of defects in delivered items.
2. ChinaWorks is only liable if the damage is caused by an intentional act or gross negligence from ChinaWorks of his subordinates;
3. ChinaWorks ‘s liability is limited to the amount to be paid by the ChinaWorks’s insurer in a case in question.
4. If the insurance does not offer coverage in some case or does not pay out, and ChinaWorks is liable, ChinaWorks ‘s liability is limited to twice the invoice amount of the transaction, at least the part of the transaction to which the liability relates to. (See also: Explanation by paragraph under 10)
Article 17. Force majeure
1. In these general conditions force majeure means, besides what it means in the law and case law, all external causes, foreseen or unforeseen, that ChinaWorks cannot exert an influence on, but as a result of which ChinaWorks is unable to meet his obligations, including strikes in ChinaWorks’s company.
2. During force majeure ChinaWorks ‘s delivery and other obligations are suspended. If the period in which ChinaWorks is unable to meet his obligations due to force majeure takes longer than 2 months, both parties are authorised to dissolve the agreement, without there being an obligation to pay compensation.
3. If ChinaWorks has already partially met his obligations when the force majeure commences, or is only partially able to meet his obligations, ChinaWorks is entitled to separately invoice the part that was already delivered or the part to be delivered and the buyer is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part that was already delivered or to be delivered does not have an independent value.
Article 18. Settlement of disputes
The court in the ChinaWorks ‘s place of residence has exclusive jurisdiction to hear all disputes, unless the subdistrict court has the jurisdiction. Nevertheless, ChinaWorks is entitled to summon his opposite party to appear in the court which has jurisdiction according to the law.
Article 19. Applicable law
Dutch law applies to every agreement between ChinaWorks and the buyer. The Vienna Sales Convention is expressly excluded.
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