Terms and Conditions

Article 1 Definitions:

In these terms and conditions, the following definitions apply:
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Wiltrade
‘: the private company Wiltrade Holland BV
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Other Party
‘: any party that concludes an agreement with Wiltrade, or with whom Wiltrade is negotiating about the conclusion of an agreement.
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Agreement
‘: agreement to deliver goods and/or Provide services
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Goods
‘: the machines and/or accessories of machines that are the subject of the agreement.

Article 2 Applicability of these terms and conditions

These terms and conditions apply to all (pre-contractual) legal relationships in which Wiltrade acts as seller of goods or service provider.
The applicability of the general terms and conditions used by the other party is hereby expressly rejected.

Article 3 Quotations and conclusion of agreement

    1. All quotations and offers from Wiltrade are without obligation, unless a period for acceptance has been set in the quotation. A quotation or offer expires if the product to which the quotation relates is no longer available in the meantime.
    2. Wiltrade cannot be held to its quotations or offers if the other party can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or description.
    3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
    4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Wiltrade is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Wiltrade indicates otherwise.
    5. Quotations or offers do not automatically apply to future orders.
    6. The deviating acceptance of the other party counts as a completely new offer to Wiltrade.

Article 4 Delivery

Unless otherwise agreed, delivery takes place Ex Works. The delivery takes place immediately after the agreed purchase price has been received by Wiltrade. The other party is obliged to take delivery of the purchased goods within seven days after delivery at the latest. If the other party does not take delivery of the goods within the aforementioned period or refuses to take delivery of the goods or is negligent in providing information or instructions necessary for the delivery, Wiltrade can dissolve the agreement and can consider the down payment as compensation.

Article 5 Delivery time

An agreed delivery time is not a deadline, unless expressly agreed otherwise. The other party must give Wiltrade written notice of default and give it a reasonable period for delivery. If Wiltrade fails to deliver on time, the other party is entitled to dissolve the agreement. The other party does not have the latter right if he is in default.

Article 6 suspension and dissolution of the agreement

    1. Wiltrade is entitled to suspend the fulfilment of the obligations or to dissolve the agreement if:
      • The other party does not, not fully or not timely fulfill the obligations under the agreement.
      • After the conclusion of the agreement Wiltrade becomes aware of circumstances giving good reason to fear that the other party will not fulfill the obligations;
      • The other party was requested at the conclusion of the agreement to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;
      • In the event of bankruptcy, suspension of payments or debt restructuring.
    2. Furthermore, Wiltrade is entitled to dissolve the agreement if the circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be required of Wiltrade.
    3. If the agreement is dissolved, the comments resulting from the agreement are immediately due and payable. If Wiltrade suspends the fulfilment of the obligations, it retains its rights under the law and the agreement.
    4. If Wiltrade proceeds to suspension or dissolution, he is in no way liable for compensation for damage and costs that have arisen in any way as a result.
    5. If it can be attributed to the other party that Wiltrade dissolves the agreement, the other party is obliged to compensate Wiltrade for the damage, such as storage costs, transport costs and loss of profit, that Wiltrade suffers immediately than welindirectly as a result of the dissolution. Regardless of the foregoing, the weather party shall in any case owe a penalty of 10% of the agreed purchase price, which penalty shall be immediately due and payable without further notice of default.
    6. If the other party does not comply with its obligations arising from the agreement, Wiltrade is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the other party is obliged, on account of non-performance, to pay compensation or compensation.

Article 7 Guarantees and Liability

    1. Data concerning the offered such as properties, color, sizes as well as data on the website, in printed matter, drawings and images provided by Wiltrade at the time of the offer, are not binding for it and given in good faith.
    2. At the conclusion of the purchase agreement, the other party is deemed to be familiar with all the specifications of the purchased item that are important to him.
    3. Wiltrade is not responsible for hidden defects and the lifespan of the sold goods after delivery.
    4. The other party may test the goods extensively before the purchase.
    5. The other party accepts the purchased goods in the condition, including any known and hidden defects, as he finds them at the time of delivery.
    6. After receipt of the item, the other party can no longer invoke any defects of the item.
    7. Exchange of purchased goods is not possible except with the consent of Wiltrade
    8. Wiltrade does not provide any guarantees in any sense whatsoever on the goods sold by wilt and does not accept any liability unless there is intent or gross negligence.
    9. If Wiltrade should be liable for any damage, then the contractor’s liability will be limited to Euro 15,000,-, at least to that part of the agreement to which the liability relates.
    10. Wiltrade’s liability is in any case always limited to the amount of the payment of its insurer, where applicable.
    11. Wiltrade is never liable for indirect damage, but at most for direct damage.
    12. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have the defective performance of the contractor comply with the agreement, insofar as these can be attributed to Wiltrade and reasonable costs, made to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
    13. Wiltrade is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.

Article 8 Transfer of risk

The risk of loss, damage or depreciation is transferred to the other party at the moment when the goods have been delivered to the other party.

Article 9 Retention of title

    1. The goods delivered by Wiltrade remain the property of Wiltrade until the other party has fulfilled all obligations under the purchase agreement concluded with Wiltrade.
    2. If the other party does not comply with its obligations or there is a well-founded fear that it will not do so, Wiltrade is entitled to remove delivered goods on which the retention of title referred to in paragraph 1 rests from the other party or third parties who hold the item for the other party or to have them removed. The other party is obliged to provide all cooperation in this regard on pain of a fine of 10% of the amount owed by it per day.
    3. If third parties wish to establish or assert any right to the goods delivered under retention of title, the other party is obliged to inform Wiltrade thereof immediately.
    4. At Wiltrade’s first request, the other party undertakes to:
      • To insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection;
      • All claims of the other party against the insurer with regard to the goods delivered under retention of title to Wiltrade to pledge in the manner prescribed in art. 3:239 BW;
      • Pledge to Wiltrade the claims that the other party obtains against its customers when reselling goods delivered under retention of title by Wiltrade in the manner prescribed in art. 3:239 BW;
      • To mark the goods delivered under retention of title as the property of Wiltrade;
      • To cooperate in other ways with all reasonable measures that Wiltrade wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the other party in the normal course of its business.

Article 10 Payment

    1. Payment must be made within the due date of the invoice,
      • By means of legal tender at the offices of Wiltrade
      • By transferring the amount due to Wiltrade’s bank account number

      After the expiry of the invoice date, the other party is in default without further notice of default; the other party is entitled to dissolve the agreement from the moment of default.

    2. In the event of liquidation, bankruptcy or suspension of payment of the other party or when application of the debt rescheduling arrangement is pronounced with regard to the other party, obligations of the other party will be immediately due and payable.
    3. Any disputes between the buyer and the seller about quality or complaints submitted by the other party for other reasons do not entitle the buyer to suspend payment.

Article 11 (Collection) costs

If the other party does not or does not fulfil one of its obligations in time, then, in addition to the agreed price, the other party will be charged to:

  • All costs incurred in obtaining payment out of court, including the costs of drawing up and sending reminders, making a settlement proposal and obtaining information. In any case, the other party who cannot be regarded as a consumer owes 10% of the agreed purchase price. For consumers, extrajudicial costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs. If Wiltrade has incurred higher costs, these are also eligible for reimbursement.
  • All costs incurred in obtaining legal satisfaction.

Article 12 Force majeure

    1. Force majeure is understood to mean circumstances that prevent the fulfilment of the obligation, and that are not attributable to Wiltrade. This will include (if and insofar as these circumstances make performance impossible or unreasonably difficult): strikes in companies other than wiltrade’ s, unforeseeable stagnation at suppliers or other third parties on which Wiltrade depends and general transport problems.
    2. Wiltrade also has the right to invoke force majeure if the circumstances that prevent (further) performance occur after Wiltrade should have fulfilled its obligation.
    3. During force majeure, Wiltrade’s delivery and other obligations will be suspended. If the period in which Wiltrade is unable to fulfil its obligations due to force majeure lasts longer than two months, both parties are entitled to dissolve the agreement without there being an obligation to pay compensation in that case.
    4. If Wiltrade has already partially fulfilled its obligations at the onset of the force majeure, or can only partially meet its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the other party is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.

Article 13 Indemnification

    1. The other party indemnifies Wiltrade against all claims from third parties, which are directly or indirectly, indirectly or immediately related to the execution of the agreement or arise from the law.
    2. If Wiltrade should be held liable by third parties for this reason, the other party is obliged to assist Wiltrade both outside and in court and to immediately do everything that may be expected of him in that case. If the other party fails to take adequate measures, Wiltrade is entitled, without notice of default, to do so itself. All costs and damage on the part of Wiltrade and third parties arising as a result, are entirely at the expense and risk of the other party.

Article 14. Applicable law and competent court

    1. All (pre-contractual) legal relationships to which Wiltrade is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there.
    2. The court in Wiltrade’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise.
    3. Nevertheless, Wiltrade has the right to submit the dispute to the competent court according to the law.
    4. The provisions of the Vienna Sales Convention do not apply, nor do any future international regulations on the purchase of movable property, the effect of which may be excluded by the parties.
      Wiltrade will observe the applicable privacy rules as far as possible.

Article 15. Location and modification of conditions

    1. These terms and conditions have been filed with the District Court of Rotterdam, Dordrecht.
    2. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.
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