Below you will find the general terms and conditions of delivery and payment of Bemet International B.V. These terms and conditions can also be downloaded.
1.1 These general terms and conditions apply to all offers and tenders of Bemet International B.V., hereinafter referred to as: Bemet, and to (the formation of) all agreements between Bemet and its contractual counterparty, hereinafter referred to as: the counterparty.
1.2 By concluding this agreement, Bemet explicitly excludes the applicability of the possible General Terms and Conditions of the counterparty.
2.1 All tenders or offers of Bemet are without obligation and must be considered as an invitation to conclude an agreement.
2.2 If a tender or offer is accompanied by estimates, plans, catalogues or other documents, these remain the property of Bemet, and must be returned to Bemet, carriage paid, on first demand; the aforementioned documents may not be duplicated or given to third parties for inspection without written permission.
2.3 Bemet is only bound by a written agreement signed by both parties, or a written order confirmation from Bemet to the counterparty. Possible arrangements or changes made later are binding on Bemet only if these have been confirmed by Bemet in writing.
3.1 Unless explicitly specified otherwise, the prices given by Bemet are excluding VAT and based on delivery ‘ex-warehouse’ from Bemet.
3.2 All prices provided by Bemet are based on cost factors, taxes, import duties and the like as these were in force at the time the agreement was concluded. Changes to the above-mentioned cost factors before delivery may be passed on to the counterparty by Bemet, insofar as these changes were outside the control of Bemet.
If the total price increase amounts to more than 10% above the agreed price, the counterparty may cancel the agreement, without the counterparty or Bemet being liable for damage compensation.
Delivery is made to the home/company of the counterparty. The delivery times provided in the offers, order confirmation or agreement must be considered as merely indicative. In the case of late delivery, the counterparty must give notice of default to Bemet in writing.
If Bemet is responsible for the assembly, installation or repair of hardware and software, the counterparty is obliged to ensure that the work can be performed at the agreed time. The counterparty is responsible for complying with the required safety regulations and other precautions, and must make available the resources required to perform the work.
6.1 Possible complaints must be reported to Bemet in writing. Complaints concerning visible defects, including an accurate description of the defect, must be communicated to Bemet as soon as possible, in any case within 8 working days after receipt of the items.
6.2 Invisible defects must be reported within 8 working days after discovery of the defect or within 8 working days after the moment this defect should reasonably have been detected.
6.3 Each right to complain lapses if Bemet is not given the opportunity, within 14 working days after receipt of the notification, to thoroughly investigate or have investigated the complaints at the place where the delivered articles are located. Furthermore, any right to complain lapses if, after discovery of the defect, the counterparty continues to use the item delivered by Bemet or sells it to third parties or allows them to use such.
6.4 Each right to complain lapses one year after delivery or date of repair.
7.1 In addition to force majeure based on the law, the parties also understand by force majeure sickness or strike on the part of personnel and the circumstance that suppliers or workers do not meet their obligations to Bemet (on time), insofar as this delay is not due to a situation that Bemet could have prevented or foreseen.
7.2 In the case of force majeure in a given situation, Bemet is discharged from its obligations. Bemet, however, retains its right to compensation for the costs it incurred, insofar as these costs were incurred in the period before the situation of force majeure occurred, and insofar as the counterparty benefits from this work or deliveries.
8.1 Unless agreed otherwise, the intellectual property rights to the software remain with Bemet or the supplier of the software. Without the prior written permission of Bemet or, if relevant, the supplier, the counterparty is not authorised to make changes to the software, hardware and all other information that is provided to the counterparty within the framework of the agreement.
8.2 If in execution of the agreement, Bemet must make use of software or data provided by others, the counterparty is responsible for ensuring that this use does not infringe the rights of third parties. The counterparty indemnifies Bemet against all possible claims or actionable causes by third parties.
9.1 Bemet is not liable to the counterparty for damage, whether direct and indirect, of whatever kind and size (including damage resulting from dissolution), that is or might be suffered by the counterparty due to attributable failure on the part of Bemet in executing the agreement, unless the damage is caused by wilful acts or gross negligence on the part of Bemet management.
9.2 Bemet is not liable for damage that might take place due to the action or failure of its subordinates or by workers engaged by Bemet.
9.3 If despite the preceding, Bemet nevertheless is held liable for damage, the liability for compensation is limited to the amount that its insurer will pay out in this case.
9.4 If the insurer as indicated in Article 9.3 does not cover a damage claim, the total of the damage compensation to be paid may never exceed twice the invoice value of work or services delivered by Bemet.
9.5 Bemet is not liable for damage resulting from the failure to deliver (on time) by third parties, insofar as this results from circumstances that were not or could not have been foreseen by Bemet.
10.1 Subject to the limitations indicated below, Bemet guarantees the delivered hardware and software for 3 months. The guarantee is limited to manufacturing defects and thus does not cover faults caused by any form of normal wear or use of parts of the product delivered, or incorrect use of hardware or software.
10.2 The guarantee covers only repair or replacement of defective hardware or software. Bemet accepts no liability for direct or indirect damage caused by the fault or defect.
10.3 The guarantee is issued only to the original counterparty. Any right to a guarantee lapses if inexpert use is made of the delivered product by the counterparty or third parties engaged by it. The guarantee also lapses if the counterparty or third parties engaged by it perform work on and/or make changes to the product delivered.
10.4 If the counterparty does not meet its obligations, Bemet is not obliged to provide a guarantee.
10.5 Hardware or software involving third parties is guaranteed only under the conditions granted by the supplier to Bemet on the relevant hardware or software according to the same conditions.
11.1 Bemet remains the owner of all items delivered by it as long as the counterparty has not paid the amounts owed Bemet resulting from these terms and conditions or any other associated agreements. Ownership shall also not transfer if the counterparty fails to fulfil its obligations, including penalties, interest and costs.
11.2 Bemet is authorised to reclaim the items without notice of default if the deadline for payment is exceeded. The counterparty is obliged to return the items on first demand of Bemet. The costs of the return, including transportation costs, are for the expense of the counterparty.
12.1 All invoices must be paid within 30 days after the invoice date. If payment is not received within 30 days, the counterparty is deemed to be in default, without further notice of default.
12.2 All costs related to collecting the unpaid invoices, both legal and extralegal, are for the expense of the counterparty. Extralegal collection charges in any case shall be 15% of the owed principal amount, excluding VAT, with a minimum of € 250.00, (€ 297.50- including VAT).
12.3 If payment is not received within the 30-day payment period, the counterparty also owes default interest of 1% per month, with a part of a month counting as a complete month.
12.4 In the case of liquidation, bankruptcy or suspension of payment on the part of the counterparty or in any other situation in which the counterparty loses its company, all obligations on the part of the counterparty to Bemet are due and payable immediately.
Bemet has the right to end an agreement concluded with the counterparty or to terminate it via a written statement, without term of notice, effective on a date it may determine, if:
a. the counterparty acts contrary to one of the stipulations of the agreement and/or these general terms and conditions;
b. the counterparty (repeatedly) acts contrary to the arrangements made with Bemet;
c. the counterparty (persistently) does not meet its financial obligations (on time);
d. bankruptcy of the counterparty is requested;
e. the counterparty requests suspension of payment or application of the legal debt management scheme;
f. the counterparty transfers a significant part of its company to third parties, or substantial control within the company of the counterparty transfers to third parties;
g. the counterparty behaves or acts in such a way that execution or continuation of the agreement cannot reasonably be required of Bemet.
Article 14 – Applicable law and disputes
14.1 Dutch law applies to all agreements to which these terms and conditions apply in whole or in part.
14.2 All disputes arising from agreements concluded with Bemet, of whatever kind, will also be brought before the competent court in the district of Utrecht, which in this case shall have exclusive jurisdiction to take cognisance of the dispute, without prejudice to the authority of Bemet to bring the conflict before the court that is competent to take cognisance of the dispute according to the normal rules of civil procedural law or international law.