Shipping and Delivery

SALES AND DELIVERY TERMS
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY — BK-Gereedschap (LTD Lagertechniek)

ARTICLE 1 – DEFINITIONS

In these general terms and conditions, the following definitions apply:

1. Supplier: BK-Gereedschap (LTD Lagertechniek), registered under Chamber of Commerce no. 80125336.

2. Buyer: Any purchaser or client of the Supplier.

ARTICLE 2 – APPLICABILITY

1. Unless expressly agreed otherwise in writing, these terms apply to all agreements, legal relationships, and offers made by the Supplier.

2. Any purchasing conditions of the Buyer are expressly rejected and replaced by these general terms and conditions.

3. Should any provision of these terms be void or annulled, the remaining provisions remain fully in force. Supplier and Buyer will then consult to replace the void or annulled provision with one that best reflects the intent of the original.

4. Where written agreements deviate from these terms, the agreed deviations prevail, while all remaining provisions continue to apply unchanged.

ARTICLE 3 – OFFERS AND ORDER CONFIRMATIONS

1. All offers and quotations from the Supplier are without obligation, unless explicitly stated otherwise in writing. A purchase agreement is established only once the Supplier has accepted or confirmed the order in writing, or proceeds with delivery. Offers and quotations remain valid for two weeks from the quotation date, but are entirely without obligation.

2. Any specifications given in images, drawings, catalogues, brochures, circulars, advertisements, illustrations, price lists, or other documents (in the broadest sense) are considered approximate and are not binding.

3. The Supplier is not liable for errors or deviations in dimensions, weights, drawings, or listings on its website, price lists, brochures, offers, and confirmations.

4. Supplier’s offers apply solely to technical products. Supplier does not provide engineering services or installation assistance unless explicitly agreed otherwise.

5. All drawings, images, schemes, price lists, and quotations remain Supplier’s property and may not be copied or shown to third parties without written permission.

6. All offers are based on normal working conditions and normal working hours unless stated otherwise.

7. Verbal commitments and arrangements with employees only bind the Supplier once confirmed in writing.

ARTICLE 4 – COMPLAINTS

1. Buyer must inspect the delivered goods upon delivery or as soon as reasonably possible, checking whether:

   • the correct items were delivered;

   • the quantity matches the agreement;

   • the quality meets agreed requirements or reasonable expectations for normal use.

2. Visible defects must be reported in writing within 8 days of delivery.

3. Hidden defects must be reported in writing within 8 days after discovery, and no later than 8 days after expiration of the warranty period.

4. Even if Buyer submits a timely complaint, the payment and purchase obligations remain. Goods may only be returned after written approval from Supplier.

5. Complaints cannot relate to previously delivered or yet-to-be-delivered goods, even if part of the same agreement.

ARTICLE 5 – WARRANTY

1. For goods purchased from manufacturers or suppliers and delivered without further modification, the warranty granted by the manufacturer applies. Supplier will forward any claims to the manufacturer and may rely on their judgment.

2. For repair or overhaul work performed by Supplier, warranty applies only to the quality of the materials used unless agreed otherwise.

3. Damage resulting from defects is governed by Article 11 (Liability).

4. Warranty lapses if Buyer:

   • fails to follow installation instructions;

   • performs or allows unauthorized work on the goods;

   • uses the goods improperly or negligently;

   • causes damage through intent or gross negligence.

5. Replaced components become the property of the Supplier.

6. A claimed breach of warranty does not release Buyer from its obligations under any agreement.

7. If Buyer fails to comply with any obligation, Supplier is no longer bound by any warranty.

ARTICLE 6 – DELIVERY AND TRANSFER OF RISK

1. Delivery dates are never strict deadlines unless explicitly agreed otherwise. Delay does not entitle Buyer to damages or cancellation. If delivery is delayed by more than two months, Buyer may issue written notice demanding delivery within 10 working days. If Supplier cannot deliver (without valid force majeure), Buyer may terminate without compensation.

2. Deliveries within the Netherlands and the EU are Ex Works (Incoterms 2020) unless otherwise agreed. Risk transfers when Buyer receives notice that the goods are ready at the Supplier’s location.

3. Delivery takes place at Supplier’s premises (ground floor), unless agreed otherwise.

4. Deliveries outside the EU are Free Carrier (Incoterms 2020). Risk transfers when goods are handed to the carrier.

5. Transport arranged by either party is at Buyer’s risk.

6. Special delivery requests or packaging will be charged to Buyer.

7. Supplier may deliver in parts and invoice each part separately.

8. Buyer must accept the goods when offered. If Buyer refuses or fails to provide instructions, goods will be stored at Buyer’s risk and cost. Additional compensation may apply (minimum €250).

ARTICLE 7 – RETENTION OF TITLE

1. Goods remain Supplier’s property until Buyer has met all payment obligations, including compensation for damages due to breach.

2. Buyer may not sell, pledge, or transfer rights to the goods until ownership has passed. Although Supplier retains ownership, risk transfers upon delivery.

3. If Buyer fails to meet obligations, Supplier may reclaim goods. Buyer must cooperate, and may be fined 10% of outstanding amounts per day (minimum €175/day).

4. Buyer must notify Supplier if third parties attempt to claim rights to the goods.

ARTICLE 8 – PRICE

1. Prices exclude VAT, governmental fees, shipping, and packaging.

2. Supplier may pass on price increases occurring between offer, purchase, or delivery (e.g., materials, production, duties, currency, transport).

3. Buyer must pay additional costs resulting from changes to the original order.

ARTICLE 9 – PAYMENT

1. Payment is due within 14 days unless agreed otherwise.

2. Supplier may require advance payment, cash on delivery, or security.

3. Supplier may withhold delivery until full payment is received.

4. Complaints do not suspend payment obligations.

5. Invoice complaints must be submitted within 14 days.

6. Late payment results in statutory interest of 12% per year plus collection costs (15% of principal, minimum €250).

7. Payments first cover costs, then damages, then interest, then principal.

8. In case of bankruptcy or suspension of payments, all claims become immediately due.

9. Buyer waives any right of set-off or suspension.

10. Buyer must reimburse all reasonable legal and professional costs.

ARTICLE 10 – CANCELLATION AND RETURNS

1. Cancellation is only possible after written approval; Supplier may charge cancellation or return fees.

2. Supplier does not accept returns of:

   • damaged goods

   • previously installed goods

   • goods with damaged or missing packaging

   • goods not proven to be supplied by Supplier

   • goods valued under €25 (excl. VAT)

3. Buyer must submit return requests in writing, including purchase reference.

4. Returns must be received within 14 days, postage paid.

5. Special-order goods cannot be cancelled.

ARTICLE 11 – LIABILITY

1. Supplier’s liability is limited to the amount covered by its insurance; if no coverage applies, liability is limited to the invoice amount.

2. Supplier is never liable for indirect damage such as consequential loss, lost profits, missed savings, or business interruption.

3. Supplier is not liable for incorrect instructions by employees.

4. Supplier is not responsible for machine performance where its goods are used.

5. Supplier is not liable for errors in drawings, layouts, or engineering unless explicitly agreed.

6. Liability limitations do not apply in cases of intent or gross negligence by Supplier.

7. Claims expire after 1 year and lapse after 2 years.

ARTICLE 12 – INDEMNITY

1. Buyer indemnifies Supplier against third-party claims relating to the agreement where Supplier is not at fault.

2. Buyer must assist Supplier in legal matters; if not, Supplier may act and charge all resulting costs to Buyer.

ARTICLE 13 – TERMINATION

Supplier may suspend or terminate the agreement if:

• Buyer fails to meet obligations;

• there is reason to fear Buyer will not perform;

• Buyer fails to provide requested security;

• Buyer causes unreasonable delays;

• Buyer enters liquidation, bankruptcy, suspension of payment, or similar.
  Termination renders all Supplier’s claims immediately due. Supplier is not liable for damages resulting from termination.

ARTICLE 14 – FORCE MAJEURE

1. Supplier is not liable for failure due to force majeure, including but not limited to: government measures, missing permits, seizures, labour issues, illness, transport delays, fire, theft, lack of utilities, strikes, supplier failures, raw material shortages, or price increases over 3%.

2. Force majeure may also apply if it occurs after Supplier’s obligations were due.

3. If force majeure lasts over six months, both parties may terminate without compensation.

4. Partial deliveries may be invoiced separately.

ARTICLE 15 – MISCELLANEOUS

1. Supplier’s failure to enforce rights does not mean waiver.

2. Personal data is used only by Supplier and its group companies, except when required for payment or delivery. Buyer consents to receiving product-related communications.

ARTICLE 16 – APPLICABLE LAW AND DISPUTES

1. Dutch law applies.

2. Disputes will be handled by the competent court in Supplier’s district, unless mandatory law provides otherwise.

ARTICLE 17 – PRIVACY

Supplier processes personal data according to the GDPR and will not use it for purposes beyond what is necessary. The current privacy policy is available on Supplier’s website (www.ltdlagertechniek.nl).