General terms and conditions

General Terms and Conditions of Sale and Delivery of Gemini Valve BV

1. General

1. When these terms and conditions mention “Gemini Valve” or “we” or “us,” they refer to Gemini Valve BV, based in Alkmaar.
2. The other party to agreements for which these terms apply will be referred to as the “client” or “buyer.”

2. Applicability

1. All offers and agreements are subject to these terms unless explicitly agreed otherwise.
2. Any conflicting terms, including the buyer’s general conditions, are expressly rejected unless confirmed in writing by us.
3. Verbal agreements or promises are binding only if we have confirmed them in writing to the buyer.
4. All agreements are considered concluded at our office for execution and payment. Legal domicile for execution and consequences is at Gemini Valve’s office.
5. Should any clause be void, the remainder remains in full effect. We may replace a void clause with one of equivalent intent that is valid.

3. Offers and Formation of Agreement; Changes

1. All offers are non-binding and considered an invitation to negotiate, expiring 10 days after the date of the offer. Prices quoted are exclusive of VAT unless stated otherwise.
2. An order from the buyer is binding only after we confirm it in writing within 14 days or start fulfilment.
3. If cost-affecting circumstances arise (e.g., wages, exchange rates, import duties), we may pass these on to the buyer. The buyer will be informed, but cannot annul the agreement on this basis.
4. If changes are made by the buyer post-acceptance that we cannot accommodate, or if the order is (partially or fully) canceled, the buyer bears all costs, including lost profits, and delivery times may change accordingly.
5. If Gemini Valve’s suppliers cancel orders, we may likewise cancel without liability for compensation.
6. For non-quoted deliveries or repairs, the delivery note or invoice counts as confirmation and accurately reflects the agreement.
7. Illustrations, catalogs, measurements, weight data, and similar information provided are non-binding.

4. Delivery

1. Delivery times are approximate, not firm deadlines unless explicitly agreed otherwise. No compensation is owed for delays, and the buyer cannot refuse delivery or payment for late goods.
2. Partial deliveries are allowed, and invoicing may be per partial delivery. We may involve third parties in execution.
3. If goods offered for delivery are not immediately accepted, delivery is deemed complete unless we fail to earmark the goods clearly for the buyer.
4. “Carriage-paid delivery” covers only normal transport costs and not charges due to adverse weather, traffic delays, hoisting, early unpacking, etc.
5. We decide transport mode and route.
6. Risk transfers to the buyer when the goods are clearly intended for them—whether on our premises, manufacturer’s premises, or during transport.
7. Assigning goods to a buyer is at Gemini Valve’s discretion; we remain unconditionally not liable.
8. All transport from our company to the buyer is insured by us.
9. If the buyer cannot take delivery on time, and if storage is possible, we may store the goods at the buyer’s request—who must reimburse storage costs at our standard or industry rates.

5. Force Majeure

1. Force majeure includes but is not limited to business stagnation, fire, flood, strikes, accidents, riots, war, shortages, transportation issues, or any circumstance rendering normal delivery reasonably impossible.
2. In such cases, we may extend delivery times or cancel the order if not executed. We will notify the buyer in writing.
3. If force majeure lasts longer than three months after written notice, both parties may consider the agreement dissolved—with no claim to compensation.
4. We are not liable for any loss or damage due to force majeure, and the buyer may not rescind the order on that basis.

6. Liability

1. We exclude liability for damage, including consequential damage, caused during assembly, use, delivery, or repair of supplied goods.
2. We are not liable for damages due to attributable failure unless caused by intent or gross negligence—which the buyer must prove.
3. Our liability is limited to the insurance payout or, if not obtainable, the net invoice value of the goods, unless mandatory law dictates otherwise.

7. Payment Terms

1. The buyer must pay the invoice amount (including VAT) without deductions, within 30 days of invoice date, unless agreed otherwise. Prices are based on ex-work delivery.
2. Payments will first apply to costs and interest, then to the oldest invoices—even if the buyer indicates otherwise. Prepayment may be required at our discretion.
3. Late or missed payment entitles us to suspend further deliveries or cancel the order. Buyer remains liable for delivered goods and damages.
4. Late payment triggers 1.25% monthly interest (or fraction thereof), payable automatically, in addition to damages.
5. Collection costs (legal or extrajudicial) are at the buyer’s expense. Extrajudicial costs are at least 15% of the due amount, with a minimum of €175.
6. We may demand additional security; if not provided within 10 days, we may suspend performance.
7. Our records are considered conclusive regarding the agreement, unless proven otherwise.

8. Retention of Title

1. Ownership of goods remains with Gemini Valve until full payment of all due amounts. If a new contract is concluded before full payment, previously delivered goods remain property as security until that debt is also paid.
2. The buyer must insure the goods until ownership transfers.
3. The buyer assigns all insurance claims to Gemini Valve until ownership is transferred.
4. The buyer bears all risks of damage or loss to goods under retention.

9. Warranty

1. We guarantee product quality—it meets manufacturer specifications. Minor deviations don’t entitle claims. Hidden defects are not covered.
2. Warranty scope and duration are per the manufacturer’s certificate unless agreed otherwise. Warranted items must be returned carriage paid with prior approval; replacement is returned carriage paid. We assess warranty validity.
3. No warranty for defects from misuse, normal wear, accidents, or unauthorized modifications by buyer or third parties.
4. Warranty covers only repair or replacement.
5. No claims may be made on advice or instructions unless explicitly guaranteed in writing—and unless the buyer followed them.

10. Complaints

1. Visible defects must be reported immediately after delivery. Telephone notification must be confirmed by registered letter within 2 days, or liability lapses.
2. Non-visible defects must be reported within 8 days of discovery (same method).
3. Payment obligation is not suspended during complaints.
4. Complaints must describe the nature and basis precisely. Buyer must allow us to investigate. Goods may not be returned without written permission.
5. If the complaint is justified, we will provide performance. Replaced goods become our property; no offsetting against invoices.
6. If unjustified, we may charge costs for transport, assessment, storage, etc., and retain the goods until payment.

11. Applicable Law

1. All agreements and related acts are governed by Dutch law.
2. For buyers abroad, the Uniform Laws and Vienna Sales Convention are expressly excluded.

12. Disputes

1. All disputes will be settled exclusively by the competent court in the jurisdiction of Gemini Valve’s principal place of business—or by the buyer’s competent court, at our discretion.