1.1 In this document, the terms below are defined as follows:
If the customer so desires, customised agreements can be made. These apply to the extent they are agreed upon by both parties and clearly stated on the order confirmation to the customer. If this is not the case, the above-mentioned product conditions shall apply.
2.1 These General Terms and Conditions have been effective from 1 January 2019.
2.2. The General Terms and Conditions apply to the Agreement. Any reference by the Other Party to its own terms and conditions is expressly rejected by SNEW.
2.3 Any deviations from these General Terms and Conditions shall only be valid if they have been expressly agreed in writing or by an Electronic Means of Communication between the parties. Subject to any such deviations, the provisions of these General Terms and Conditions shall continue to apply in full.
2.4 If any (purchase) terms and conditions of the Other Party are or are declared (partly) applicable, the general terms and conditions of SNEW will prevail in the event of any discrepancies.
3.1 The Agreement is concluded in one of the following ways and at the following times:
The General Terms and Conditions may be handed over in person, by post or by an Electronic Means of Communication. In addition, these General Terms and Conditions can be consulted on the SNEW website (https://nl.snew.eu/algemene-voorwaarden-58.html).
3.2 A quotation or offer by SNEW is valid for 15 days as a standard, exceptions can be made in writing.
The offer of Products from stock is always subject to interim sales. It is not possible to reserve Products on the basis of a quotation or offer.
3.3 The conclusion of purchase agreements with regard to the delivery of Products to the Other Party by SNEW will take place:
3.4 Any additions and/or changes made at a later date, as well as (oral) commitments made by SNEW and/or its personnel, representatives, agents or intermediaries, are only binding if SNEW has confirmed these in writing or by Electronic Means of Communication by a person authorised to do so, or if SNEW has started the actual performance thereof.
4.1 A delivery time stated by SNEW or a delivery time agreed with the Other Party shall never be regarded as a deadline or enforceable term, unless otherwise agreed in writing or by an Electronic Means of Communication.
4.2 In the case of cross-border (purchase) agreements, delivery of the Products shall take place in accordance with the ’Incoterms’ declared applicable with regard to the (purchase) agreement, which are valid at that time.
4.3 Unless explicitly agreed otherwise, delivery takes place ex warehouse.
4.4 Transport is always at the expense and risk of the Other Party, unless SNEW arranges the transport. In that case a surcharge for transport will in principle be charged to the Other Party.
4.5 In case of an order for products with the conditions Refurbished or Tested-working, it is not always possible to guarantee the correct quantities in advance. During the production process it may turn out that one or more articles do not pass the quality control and therefore cannot be delivered. In that case there are two options:
4.6 SNEW is entitled to deliver in parts. In that case, the Other Party is obliged to pay the relevant invoice as if it were a separate transaction.
5.1 All prices are in euros and are exclusive of VAT and exclusive of transport costs, unless otherwise agreed and stated on the order confirmation.
5.2 The Other Party will inform SNEW of the appropriate name under which the Other Party is registered with the tax authorities, as well as the relevant VAT identification number and the number under which the Other Party is registered with the Chamber of Commerce (national) or commercial court or ministerial agency (international).
5.3 SNEW is entitled to change the prices unilaterally if the market gives cause to do so. The price change will not take effect until the Other Party has been notified in writing or by an Electronic Means of Communication.
Art. 6. Security. Retention of title.
6.1 SNEW is at all times entitled, before delivery or continuing to deliver and/or fulfil the agreement in any other way, to demand sufficient security for fulfilment of the Other Party’s payment obligation, at SNEW’s discretion.
6.2 The title to the Products delivered by SNEW shall continue to be fully vested in SNEW until the moment of full payment of all outstanding debts by the Other Party, on the understanding that the Other Party is liable and bears the risk for careful storage of the Products delivered by SNEW.
7.1 The Other Party must immediately examine the Products for any defects and quantities upon the moment they have been received.
7.2 Any complaints relating to visible defects and the quantity will only be dealt with by SNEW if they are reported to SNEW in writing or by an Electronic Means of Communication within 8 days after the Other Party has taken delivery of the goods, together with visual material (a photograph). In the case of any invisible defects, a deadline of 8 days after the Other Party could reasonably have discovered the defect applies.
7.3 Complaints must be provided with a Return Material Authorisation (RMA) form, which states the reference/order number, the products concerned (including article and serial numbers), with a description and signature by the Other Party (https://nl.snew.eu/formulieren-60.html).
7.4 SNEW will settle valid complaints with regard to the quantity delivered through subsequent delivery of Products or a proportional reduction in the (purchase) price. Complaints will be dealt with after receipt of a fully completed complaint form. This can be done by post or by an Electronic Means of Communication by the Other Party (https://nl.snew.eu/formulieren-60.html).
7.5 The settlement of valid complaints regarding defects shall take place in accordance with the guarantee conditions as stipulated in Article 8.
7.6 Complaints about invoices must also be received by SNEW in writing or by Electronic Means of Communication within 8 days after the invoice date. Without stating reasons, complaints concerning invoices will not be dealt with.
7.7 With the expiry of the periods mentioned above, the Other Party is deemed to have accepted the delivered goods or the invoices. In that case, complaints will no longer be handled by SNEW.
7.8 Complaints do not discharge the Other Party from its obligations under the agreement, nor do they give the Other Party the right to suspend, set off or postpone other (earlier) obligations in respect of SNEW.
8.1 The guarantee period starts from the first day of delivery to the customer and is only valid after the invoice for the respective order has been paid in full.
8.2 Unless otherwise agreed in writing, SNEW guarantees that the Products satisfy the described requirements, qualities and/or properties which the Other Party could reasonably expect in accordance with the Product Conditions stated in the order confirmation. Apart from this, SNEW gives no guarantee other than the usual manufacturer’s guarantee, if available. Siemens, Alcatel and Nortel products do not carry a manufacturer’s guarantee.
8.2 In the event of a valid appeal to the guarantee, the Other Party will, at SNEW’s sole discretion, receive replacement Products or a proportional reduction in the purchase price.
8.3 The guarantee expires if the Products to which the guarantee applies are not used in accordance with their order or are used improperly, if operating instructions are not observed, if improper repairs are made, if changes are made to the Products, or if identification numbers are mutilated or removed. This also applies if a defect arises due to an external cause.
8.4 The guarantee period is 3 months on tested products and 12 months on new and refurbished products from the moment of delivery of the Products by SNEW to the Other Party. After the expiry of this period, the right to any guarantee is cancelled.
8.5 If the Other Party provides a guarantee on resale which is more comprehensive than the guarantee in this article, that more comprehensive arrangement will be for the account and risk of the Other Party.
9.1 SNEW’s liability is limited to fulfilment of the guarantee stipulated in Article 8.
9.2 In the case of intent or gross negligence on SNEW’s part, SNEW will only be liable to the Other Party for direct damage and never for consequential damage, such as intangible damage, trading loss, environmental damage or loss of profit.
9.3 SNEW’s liability will also be assessed on the basis of any product and business liability insurance taken out by SNEW. In case the insurance does not cover the damage, SNEW’s obligation to pay compensation will be limited to a general maximum of € 3,000 (in words: three thousand euros) per loss event, or related series of events.
9.4 Loss claims must be reported to SNEW in writing or by Electronic Means of Communication within 8 days or any time earlier after the Other Party was able to establish the loss, at the risk of forfeiting any claim to compensation.
9.5 The Other Party indemnifies SNEW against all claims by third parties, including damages, interest and costs, which are related to the Products delivered to the Other Party under the Agreement.
9.6 If SNEW is unable to fulfil its obligations by virtue of the Agreement due to force majeure or any other exceptional circumstance, such as fire, strike, natural disaster, etc., SNEW and the Other Party will each be entitled to postpone the obligations until a later date. If the circumstance continues for more than three months, SNEW and the Other Party will each be entitled to request that the Agreement be dissolved, without being entitled to any compensation.
10.1 If and as long as the Other Party does not, not adequately or not timely fulfil any obligation resulting from the Agreement or the General Terms and Conditions, SNEW will be entitled to suspend the fulfilment of its obligations resulting from the Agreement. In such a case the Other Party will be obliged to compensate all damage suffered by SNEW, including loss of profit.
10.2 In case the Other Party:
11.1 Unless otherwise agreed, payment must be made, at SNEW’s discretion:
11.2 If the Other Party has not paid within the term referred to in paragraph 1 (b) and, after receiving a reminder from SNEW, has not paid, SNEW will be entitled, without further notice of default and without prejudice to SNEW’s other rights, to charge the Other Party interest at a rate of 2% per month on the period from the final date for payment as referred to in paragraph 1 up to the date of payment in full.
11.3 Each payment by the Other Party will first be deducted from any commercial interest owed and from any judicial and extrajudicial (collection) costs incurred by SNEW, and subsequently from the oldest outstanding claim.
11.4 All reasonable judicial and extrajudicial (collection) costs incurred by SNEW in connection with the Other Party’s non-performance or late performance of ¬its payment obligations, at least 15% for domestic collections and at least 20% for foreign collections, with a minimum of € 500, will be for the Other Party’s account.
12.1 The Other Party is entitled to cancel a (purchase) agreement for Products, provided that the cancellation is received by SNEW on the same day that the (purchase) agreement is concluded. The right to cancel does not apply if the Products have already been produced for the purpose of the (purchase) agreement concerned.
12.2 After expiry of the term mentioned in the preceding paragraph, SNEW is not obliged to accept a cancellation. In the event that SNEW accepts the cancellation, SNEW will be entitled to charge a fixed compensation of 50% of the invoice amount, increased by any costs charged to SNEW by suppliers.
13.1 SNEW reserves all intellectual and industrial property rights with regard to its trademark, trade names, models, designs, photographs, drawings, software, texts and so on.
13.2 Without prior written consent or permission obtained by an Electronic Means of Communication, the Other Party will not damage or use the intellectual and industrial property rights for its own use, such as by copying, publishing or otherwise misusing them.
14.1 Should this agreement prove to be partially invalid or non-binding, the parties shall continue to be bound by the remaining part. In that case, the parties shall replace the invalid or non-binding part by stipulations that are valid and binding and the legal consequences of which correspond as closely as possible to those of the invalid or non-binding part, with due allowance for the contents and purport of this agreement.
14.2 Third parties cannot derive any rights from this agreement.
14.3 The parties are not allowed to transfer rights derived from this agreement to third parties without the consent of the other party.
15.1 The Agreement shall be exclusively governed by Dutch law.
15.2 Any disputes arising from the Agreement shall only be resolved amicably and fairly.
15.3 If paragraph 2 of this article provides no solution, the dispute shall be settled by the competent court in ‘s-Hertogenbosch.
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