General terms and conditions
General terms and conditions Radial Torque Systems B.V. (KVK 53556542)
a. These general terms and conditions (“General Terms and Conditions”) are part of each quotation submitted by the private company Radial Torque Tools B.V. (Chamber of Commerce no. 53556542) (“Radial B.V.”) and of each agreement under which Radial B.V. delivers items. These General Terms and Conditions also apply to quotations sent and agreements concluded electronically.
b. “Customer” is understood to mean the person/the business requesting a quotation and/or purchasing items from Radial B.V..
c. Deviating terms and conditions are only part of the agreement if and to the extent that Radial B.V. and the Customer have explicitly agreed such in writing.
d. These General Terms and Conditions apply to all of Radial B.V.’s quotations, as well as to the creation, the contents and the performance of all of the agreements concluded between Radial B.V. and the Customer, to the exclusion of the Customer’s conditions of purchase or other terms and conditions. The Customer’s general terms and conditions are hereby explicitly rejected. The Customer’s general terms and conditions are hereby explicitly rejected.
e. In the event of any conflict between the agreement provisions and the General Terms and Conditions, the agreement provisions will prevail.
All of Radial B.V.’s quotations are free of obligation, unless they include a term for acceptance. If an offer free of obligation is accepted by the Customer, Radial B.V. will be entitled to revoke the offer within three working days of receiving the acceptance. b. Quotations are based on the information as provided by the Customer.
3. Creation of the agreement
4. Performance of the agreement
Radial B.V. may instruct third parties to perform the agreement in full or in part if it considers such desirable. Radial B.V. is responsible for proper performance of the agreement by these third parties.
a. All titles to intellectual property rights on designs, drawings, trademarks, sales promotion materials, models, calculations, etc. used for the purposes of the quotation or the execution of the agreement shall be retained by Radial B.V..
b. If the General Terms and Conditions or the agreement provide that a statement must be made in writing, it may also be made electronically, provided that the electronic message can be printed.
c. The Customer is responsible for saving and/or printing electronic communications. The version of the electronic communication saved by Radial B.V. will serve as proof thereof, except if the Customer can present proof to the contrary.
d. Except in the event of proof to the contrary, electronic communications are deemed to have been received on the day of transmission. Any IT failures at the Customer’s as a result of which electronic communications are not received are at the expense and risk of the Customer.
7. Invoicing and payment
8. Delivery period
9. Delivery of items
10. Retention of title
12. Return shipments
15. Force majeure
16. Applicable law. Disputes
a. All agreements between the Customer and Radial B.V. are governed by Dutch law.
b. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG – Vienna, 11 April 1980) is excluded, as are all other international regulations that may be excluded.
c. All disputes arising out of or in connection with this Agreement will be resolved by the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (Netherlands Commercial Court or NCC). An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC’s Court in Summary Proceedings (CSP) in proceedings in English. Radial B.V. furthermore has the right to submit disputes to the competent court of the client’s place of residence.
d. RAD B.V. furthermore has the right to submit disputes to the competent court of the client’s place of residence. e. If the provision of Article 16.c. does not apply, Radial B.V. is still authorised to commence legal proceedings at the court that is competent in that case.