General Terms and Conditions Gemini Valve BV

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF Gemini Valve BV, established in Alkmaar and with offices at Zijiperstraat 29, 1823CX Alkmaar. (CHAMBER OF COMMERCE REGISTRATION NUMBER: 94959927)  

1. General 

1. Where these terms and conditions refer to "Gemini Valve" or the word "we" or "us", this means the "Gemini Valve BV" with its office in Alkmaar. 

2. Gemini Valve's other party to agreements, to which these conditions relate, shall be referred to hereinafter as "client" or as "buyer."
     

2. Applicability 

1. All offers we make and agreements we conclude are subject to the following terms and conditions, unless expressly agreed otherwise. 

2. Differing conditions, including general conditions of the client, are expressly rejected by us unless otherwise stated in writing. 

3. Verbal agreements and/or promises are only binding on us if they have been confirmed in writing by us to the client. 

4. All our agreements are deemed to have been concluded at our place of business, both as regards execution and payment. The execution of these agreements and their consequences are expressly and exclusively domiciled at the offices of Gemini Valve. 

5. Should one or more of these conditions be null and void, the remainder of these conditions shall remain in full force and effect. Furthermore, we are always authorized to replace an annulled clause with another clause of the same purport, which, however, is not threatened with annulment.
     

3. Offers and establishment of the agreement; changes 

1. All our offers are without obligation and can only be regarded as an invitation to make a further offer and expire 10 days after the date of the offer. All prices stated in the quotation/offer/order confirmation are exclusive of VAT unless otherwise stated. 

2. An order placed by the buyer is binding on us only after we have confirmed the order in writing without any reservations either within 14 days of receipt or have begun executing the order. 

3. If after the acceptance of the order circumstances arise which affect the cost price, such as changes in wages, exchange rates, import duties, transport costs, tax levies, factory prices and the like, Gemini Valve will be entitled to pass on these price changes to the buyer. We will always inform the buyer about these price changes. The passing on of the price change does not entitle the purchaser to dissolve the contract. 

4. If, after acceptance of the order, changes are specified by the buyer/customer, to which changes we cannot agree, or if the order is cancelled in whole or in part, all costs already incurred as well as the amount of loss of profit and other damages shall be borne by the buyer/customer; the delivery time shall in that case be changed accordingly. 

5. Insofar as Gemini Valve depends on factories or other suppliers for all or part of its deliveries and it has to resign itself to the cancellation of its orders by one or more of its suppliers, it is entitled to likewise cancel the orders issued to it, without being liable for any compensation. 

6. For deliveries of goods or repairs, for which by their nature or scope no quotation or order confirmation is sent, the delivery note and/or the invoice is also considered the order confirmation, which is also deemed to reflect the agreement correctly and completely. 

7. Illustrations, catalogs, prospectuses, measurements, weight specifications and other data provided by us are not binding.
     

4. Delivery 

1. The indication of delivery times is always approximate. Stated delivery times will never be considered as deadlines, unless expressly agreed otherwise. The buyer is not entitled to any compensation in the event that the stated delivery time is exceeded. Because of an overrun of the delivery time, the buyer cannot cancel the order or refuse receipt and/or payment of the goods. 

2. Gemini Valve is entitled to make partial deliveries and invoice separately for each partial delivery. For the execution of the order, Gemini Valve may engage third parties if it deems this desirable. 

3. If the purchased item is offered for delivery by or on behalf of us, but is not immediately accepted, then the delivery shall be deemed completed, unless we fail to separate the purchased item with clear destination for the buyer. The same applies if the purchased item is temporarily placed elsewhere than at the final place of installation as instructed by the buyer. 

4. When carriage-paid delivery has been agreed, unless expressly agreed otherwise, this means that only the normal costs of transport to the place of delivery are included in the price. Normal costs of transport therefore do not include costs such as, for example, those resulting from adverse weather conditions, traffic impediments and furthermore, after arrival in front of the parcel in which it is to be sold, costs such as, for example; hoisting, premature unpacking, etc.  

5. Gemini Valve shall be entitled to determine the means of transport and route of transport. 

6. The goods purchased are for the account and risk of the purchaser from the moment that they are clearly intended for him, regardless of whether that destination is made by Gemini Valve in its company or similar warehouse or when it leaves it, or by the manufacturer, from whom Gemini Valve has ordered the goods, in its company or when it leaves it, or whether the destination is apparent from the circumstances. 

7. The earmarking of a particular item for a particular buyer is part of Gemini Valve's free business policy; the latter is not liable in this regard under any circumstances. 

8. All shipments of items from our company to the buyer are insured by us. 

9. If for any reason the buyer is unable to take delivery of the goods at the agreed time and they are ready for shipment, we shall, if our storage facilities permit, at the buyer's request store the goods, secure them and take all reasonable measures to prevent deterioration in quality until they are delivered to the buyer. In such a case, the purchaser shall be obliged to reimburse us for storage costs at our usual rate and, in the absence thereof, at the rate customary in the industry, from the time the goods are ready for shipment, or, if that is a later time, from the delivery date agreed in the purchase agreement.
     

5. Force majeure 

1. Force majeure shall include, but not be limited to: business stagnation, fire, flood, strike, accidents, riots, war, blockade, shortage of labor, fuel, raw or auxiliary materials, transportation difficulties, regulations, restrictions or prohibitions issued/imposed by civil or military authority, or any circumstance, whatsoever, as a result of which it is reasonably impossible for us to deliver in a normal manner. 

2. If we are prevented from delivering due to force majeure, we shall be entitled to extend the delivery time by the duration of the force majeure, or to cancel the order, insofar as it has not yet been executed. Of the occurrence of the force majeure situation we will inform the buyer in writing. 

3. If the force majeure situation has lasted longer than three months, counting from our written notification, both parties will be entitled to consider the agreement as dissolved. Neither in the case of force majeure nor in the case of dissolution will the buyer have any claim to compensation. 

4. Gemini Valve shall not be liable for any direct or indirect loss or damage suffered by the purchaser or third parties, in connection with or arising from-not, not timely or not properly performed by us, of any obligation arising for us from this agreement, when such is the result of force majeure, while the non-, not timely or not properly performed under such circumstances does not entitle the purchaser to rescind the order in whole or in part. 

6. Liability 

1. We exclude any liability for damage, including consequential damage, caused by and/or in the assembly, use, delivery or repair of the goods supplied by us. 

2. We are not liable for damages on the part of the buyer in the event of an attributable failure in the performance of the agreement, including transport, except if the damage is due to intent or gross negligence. The burden of proof regarding the existence of intent or gross negligence rests with the buyer. 

3. Unless a mandatory statutory provision to the contrary appears and without prejudice to the provisions of the preceding paragraph of this article, our liability pursuant to the agreement with the buyer is expressly limited to the amount of any compensation insurance payment or, if no insurance payment can be obtained, to the net invoice value of the goods in question.
     

7. Payment terms 

1. The buyer/client is obliged to pay the prices stated on the invoice including VAT, without discount and without deduction, at our office, or to pay them into a bank account designated by us within 30 days of the invoice date, unless otherwise agreed. Our prices are calculated in accordance with delivery ex our workshop. 

2. 2. Payments made by the purchaser/client will always first serve to repay all costs and interest due and then due and payable invoices which have been outstanding the longest, even if the purchaser should state that the payment relates to a later invoice. If Gemini Valve so desires, the Client is at all times obliged to pay all or part of the agreed price in advance. 

3. Should the purchaser/client fail to pay or fulfill the obligation(s) under this agreement in a timely manner, Gemini Valve is entitled to either suspend further deliveries or cancel the order or part thereof, without prejudice to Gemini Valve's right to demand full payment for vehicles/materials already delivered at the time of such cancellation and without prejudice to its right to compensation for damages suffered as a result of such cancellation. 

4. If the term of payment is exceeded, the buyer shall be in default by operation of law by the mere expiry of this term, without any notice of default being required. Furthermore, in the event of late payment, interest of 1.25% per month - part of a month counting as a whole month - will be payable on the principal sum or the part of it still unpaid from the due date, without prejudice to Gemini Valve's right to compensation for further damage. 

5. Costs for collection in or out of court that we will have to incur to collect our claim on the buyer will always be for the buyer's account. Extrajudicial collection costs will be owed by the buyer as soon as we outsource the collection of any amount to a third party. These extrajudicial collection costs will always be at least 15% of the amount due with a minimum of 175,-, without prejudice to the right to charge a higher amount for extrajudicial collection costs if the actual extrajudicial collection costs prove to be higher. 

6. We are at all times entitled to demand further security from the Buyer for the payment of our claims against the Buyer. If, within 10 days of a request to this effect, the purchaser does not provide further security, Gemini Valve is entitled to suspend further performance of its obligations under the contract, if there is a reasonable suspicion that the purchaser/client will not be able to meet its payment obligation to Gemini Valve. 

7. Except for proof to the contrary, the data in our records are conclusive with regard to the agreement.
     

8. Retention of title 

1. The ownership of the sold goods will remain with Gemini Valve until the day, and will only be transferred to the purchaser on the day, on which the purchaser has paid all due purchase prices, interest, costs and damages in respect of the purchase agreement and the sold goods. However, if Gemini Valve concludes a new contract with the purchaser before the aforementioned date, it will be stipulated at the same time that the ownership of the previously delivered goods remains with Gemini Valve as additional security for the new debt, until this new debt has also been paid in full. Until the said date, all other goods delivered by Gemini Valve to the purchaser will remain the property of Gemini Valve. 

2. The buyer is obliged to insure the purchased item during the period from the time when the buyer can dispose of the purchased item until the time when ownership is acquired by him. 

3. Until such time as the Buyer has acquired ownership, it undertakes to assign to Gemini Valve all rights arising from the insurance policies referred to in this article, insurance payments and/or other damage payments or claims against third parties. 

4. All risks of full or partial damage, destruction or loss, for whatever reason, of the goods in the possession of the buyer, on which our retention of title rests, shall be borne entirely by the buyer.
     

9. Warranty 

1. We guarantee the soundness of the product, in that the product meets the specifications set by the manufacturer. Minor deviations in quality, dimensions and the like do not entitle the buyer to any claims against us in this regard. No liability is accepted for hidden defects in the goods sold. 

2. For all goods delivered by us, the content and duration of the guarantee shall be as stated in the guarantee certificate issued by the manufacturer, unless expressly agreed otherwise. Items eligible for warranty must be sent to us carriage paid after our consent and will be sent by us again carriage paid. The correctness of warranty claims is at our discretion. 

3. The warranty does not apply if, in our judgment, the defect is the result of misuse, normal wear and tear, or accident or mishap occurring after delivery, nor if the buyer or third parties have performed any processing on the delivered device. 

4. Without prejudice to the provisions of Article 6, the warranty extends only to repair or replacement of the delivered item. 

5. No claims against us may be based on the contents of advice, instructions, actions and other documents of ours, unless their reliability has been expressly guaranteed by us in writing and also the purchaser has acted in accordance with these instructions.
     

10. Advertisement 

1. Complaints regarding visible defects and deviations should be reported immediately after delivery. Notification by telephone must be confirmed by registered letter within 2 days, at the expiry of which time any liability of Gemini Valve will lapse. 

2. Complaints regarding non-visible defects in the delivered goods must be reported to us within 8 days of their discovery in the manner described in Article 9(a). 

3. Unless otherwise agreed, the buyer's payment obligation, in the circumstances described in Article 9 a and b, shall not be suspended. 

4. Complaints must be made, in order for us to be able to form a just picture, with as precise a statement as possible of the nature and basis of the complaints. The buyer must at all times give us the opportunity to investigate the accuracy of the complaints. Goods about which the buyer complains may not be returned to us until written permission has been received. 

5. If the complaint is well-founded, we undertake exclusively to still deliver the performance. Replaced items will again become our property. The Buyer is not authorized to offset amounts paid against outstanding invoices. 

6. If the complaint proves unfounded, all costs incurred by Gemini Valve for transport, assessment, storage and the like may be charged to the purchaser/client, while Gemini Valve is entitled to retain the goods until the purchaser has paid the purchase price and all costs. 

11. Applicable law 

1. All our agreements and related (legal) acts such as offers, deliveries and the like are governed exclusively by Dutch law. 

2. For transactions with a buyer located abroad, the applicability of the so-called Uniform Laws and of the Vienna Sales Convention is therefore expressly excluded.
     

12. Disputes 

1. All disputes between us and the purchaser will be settled to the exclusion of any other authority by the competent court of the principal place of business of Gemini Valve without prejudice to our right to apply to the competent court of the place, where the purchaser is located.