General conditions

On this page you will find the general terms and conditions of www.emro-aziatica.com, as provided by Emro Aziatica. In these terms and conditions we indicate under which reservations we offer the information on our website to you.

Intellectual property

The use of the information on this website is free as long as you do not copy, distribute or otherwise use or misuse this information. You may only reuse the information on this website according to the regulations of mandatory law. Without the explicit written permission of Emro Aziatica it is not allowed to reuse text, photo material or other materials on this website. Intellectual property is vested in Emro Aziatica. Emro Aziatica strives for a website that is as current as possible. If, in spite of these efforts, the information or content on www.emro-aziatica.com is incomplete and / or incorrect, we cannot accept any liability for this. The information and / or products on this website are offered without any form of guarantee and / or claim to correctness. We reserve the right to change, remove or re-install these materials without prior notice. Emro Aziatica does not accept any liability for any information contained on websites to which we refer via hyperlinks.

Amendments

If these terms and conditions change, you will find the most recent version of the disclaimer of www.emro-aziatica.com on this page.

General delivery conditions Emro Aziatica

1. Applicability

1. These general terms and conditions apply to – and form an integral part of – every offer, quotation and agreement that pertains to products of any kind whatsoever, to be delivered by Emro Aziatica located in Deventer, hereinafter referred to as “Emro”, unless expressly agreed otherwise in writing.

2. In these general terms and conditions, “the customer” means any (legal) person who orders and / or purchases goods from or through Emro.

3. Deviation from these terms and conditions is only possible if parties have explicitly agreed in writing.

4. If one or more points from this agreement are declared null and void, this will not change the other points of this agreement.

2. Establishment and amendment agreement

1. All offers and quotations made by Emro, in whatever form, are without obligation unless a term for acceptance is included in the offer. Only by written (order) confirmation from Emro or by actual execution by Emro will an agreement be concluded.

2. All indications in offers, quotations or agreements and the appendices thereto, such as illustrations, drawings, measurements, weights, yields and colors and in addition the properties of any test specimens provided are only indicative. Minor deviations are therefore not at the expense and risk of Emro.

3. Obvious errors or mistakes in Emro’s offers relieve Emro from the duty of fulfillment and / or any obligations for compensation arising therefrom, even after the conclusion of the agreement.

3. Execution of the agreement

1. Delivery takes place according to the applicable Incoterm: Ex Works (ex warehouse). If the customer refuses delivery at the agreed time, or fails to provide information or instructions necessary for the delivery, Emro is entitled to store the products at the expense and risk of the customer.

2. Goods shall be deemed to have been delivered as soon as Emro has informed the customer that the goods, whether or not yet to be assembled in whole or in part, are ready at Emro or at a third party to be picked up by the customer or to be sent at the customer’s request. From the moment of delivery the delivered goods are at the risk of the customer.

3. The declaration of delivery periods in offers, quotations, agreements or otherwise will be done by Emro to the best of its knowledge and these terms will be observed as much as possible, but they are not binding.

4. Prices

1. All prices are in euros and are excluding VAT. For customers outside of the EU, any special extra costs relating to the import and / or customs clearance of goods to be delivered by Emro to the customer are not included in the price and could therefore be passed on to the customer.

2. The amounts shown in Emro’s offers are based on the prices, prices, wages, taxes and other factors relevant to the price level during the offer. If after the (order) confirmation changes occur in one or more of the aforementioned factors, Emro is entitled to adjust the agreed price accordingly. If, pursuant to the present provision, a price increase is made, and the increase amounts to more than 10% of the total agreed amount, the customer has the right to dissolve the agreement in writing within eight days after it has been or could become aware of the price increase.

5. Payment

1. Payment must always be made in cash when ordering, unless otherwise agreed. The customer is not entitled to set off any claim on Emro against the amounts charged by Emro.

2. Emro always has the right to deliver or invoice delivered goods per partial delivery.

3. Payment is made in cash or by deposit or transfer to a bank or giro account designated by Emro. Emro always has the right to demand security for the payment or advance payment both before and after the conclusion of the agreement, such as suspension of the execution of the agreement by Emro, until the security has been provided and / or the advance payment has been received by Emro. If payment in advance should be refused, Emro is authorized to dissolve the agreement and the customer is liable for the damage for Emro resulting therefrom.

4. Emro is entitled to suspend the delivery of products that it holds for the customer in connection with the performance of the agreed work until all payments due to Emro have been paid in full.

5. If payment does not take place on time, the customer is legally in default without a notice of default being required. The customer owes Emro statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code from that time.

6. In the event that no payment has yet been received after the expiration of a payment term set by a written reminder, the customer will owe a penalty equal to 10% of the principal sum due by the customer to Emro, irrespective of whether Emro has incurred extrajudicial collection costs and without effecting the right of Emro to claim compensation.

7. Without prejudice to the other rights of Emro pursuant to this article, the customer is obliged towards Emro to compensate the collection costs that Emro has incurred and which go beyond sending a single summons or only making a – not accepted – settlement proposal to gather simple information or to compile the file in the usual way. These costs are determined on the basis of the guidelines applicable at that time at courts in the Netherlands.

8. The applicability of article 6:92 Dutch Civil Code is excluded with regard to the penalty clause included in this article.

6. Warranty

1. If Emro provides the customer with a warranty with regard to the work or products it has delivered or to deliver, it will expressly make this known to the customer in writing. In the absence of such express written notice, the customer can not invoke the warranty, without prejudice to his legal rights arising from mandatory provisions.

2. If an appeal to the customer’s warranty is well-founded, Emro will repair the products to be delivered to the choice of Emro or deliver as agreed, unless this would have become demonstrably pointless to the customer. If Emro informs the customer to proceed with the repair, the customer will return the delivered products to Emro at its expense and risk.

3. All possible warranty obligations of Emro will lapse if faults, defects or imperfections with respect to these items are the result of incorrect, careless or incompetent use or management of delivered goods by the customer or third parties engaged by the customer or if they are the result of one of external causes such as fire or water damage, or if the customer or a third party has made changes to the goods delivered by Emro without permission from Emro.

7. Complaints

1. Any complaints about a product delivered by Emro must be immediately communicated to Emro by the customer in writing and stating reasons. If 8 days after delivery of the products have expired, the customer can no longer justifiably complain, unless the defect at the time of the delivery would not have been perceptible in a careful and timely inspection. In that case, the customer must inform Emro of the defect in writing and motivated of the defect within 8 days after the defect has become known or could have been known to the customer.

2. Emro is not obliged to accept returns from the customer without prior written consent. In return, receipt of return shipments does not imply recognition by Emro of the ground for return as stated by the customer. The risk with regard to returned products remains with the customer until the products have been credited by Emro.

3. If the customer invokes a possibly agreed warranty scheme but the appeal proves unjustified then Emro has the right to charge the customer for the activities and costs of research and repair that have resulted from this appeal in accordance with its usual rates, with a minimum of € 100.00.

8. Reservation of ownership

1. All products delivered and to be delivered by Emro remain under all circumstances the property of Emro, as long as the customer has not complied with any claim by Emro, including in any case the purchase price, extrajudicial costs, interest, fines and any other claims as referred to in Section 3:92, paragraph 2, of the Dutch Civil Code.

2. The customer is obliged to store the products delivered under retention of title with due care and as recognizable property of Emro.

3. The customer is not authorized to pledge the goods delivered under retention of title to third parties, to encumber them in any other way or to transfer them in full or in part, except when such transfer is carried out in pursuit of the usual business activities of the customer.

4. If the customer fails to comply with its payment obligations towards Emro or Emro has good grounds to fear that the customer will fail in these obligations, Emro is entitled to take back the goods delivered under retention of title. The customer will cooperate and grant Emro free access at all times to its premises and / or buildings for the inspection of the goods and / or for exercising the rights of Emro. After collection, the customer will be credited for the market value, which can in no case be higher than the original price that the customer had agreed with Emro, less the costs incurred by Emro from the repossession.

9. Dissolution and termination

1. The customer is deemed to be in default if he does not or not timely fulfill any obligation from the agreement, as well as if the customer does not comply with a written warning to fully comply within a set reasonable term.

2. In the event of default by the customer, Emro is entitled without any obligation to pay damages, and without prejudice to the rights accruing to it, to dissolve the agreement in whole or in part by a written notice to the customer and / or immediately claim the entire amount of the possibly amount due from customer to Emro and / or invoke the retention of title.

3. Emro is authorized to dissolve the agreement with immediate effect if the customer requests suspension of payments or bankruptcy or is applied for or all or part of its assets are seized. All invoiced amounts will then become immediately due and payable. Emro will never be obliged to pay any compensation because of this termination.

10. Force Majeure

1. Emro is not liable if a shortcoming is the result of force majeure. During the period of force majeure, Emro’s obligations will be suspended. If the period in which the fulfillment of the obligations by Emro is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention, without any obligation to pay any compensation.

2. The term ‘force majeure’ as referred to in this article is understood in any case to mean unforeseen circumstances, also of an economic nature, which have arisen without fault or cause of Emro, such as, among other things, serious malfunction in the company, forced downsizing of production, strikes and exclusions, both at Emro and at supply companies, war, hostilities, state of siege, mobilization, either in the Netherlands or in any other country where Emro or subcontracting sites are located, delays in transport or delayed or faulty delivery of goods or materials or parts by third parties including suppliers of Emro.

3. If Emro has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partly fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the customer is obliged to pay this invoice as if it concerned a separate agreement.

Liability

1. Emro is only liable for damage that the customer suffers, if and to the extent that this damage is the direct result of intent or deliberate recklessness of managers of Emro.

2. Emro’s total liability shall in all cases be limited to compensation for direct damage, whereby the total amount to be paid by Emro to the customer pursuant to any reversal obligations and compensation of damage shall never exceed the amount of the beforehand stipulated price (excluding VAT).

3. Emro is not liable for damage, if and insofar as the customer has insured itself against the relevant damage or could reasonably have insured it.

12. Disputes and appliccable law

1. If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions then the interpretation of that provision(s) must take place ‘in the spirit’ of these general terms and conditions.

2. Dutch law applies to an agreement concluded with Emro. Foreign legislation and treaties including the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) are excluded.

3. Any disputes relating to this agreement or arising from this agreement will in the first instance be settled exclusively by the competent court in the district in which Emro is located at the time of concluding this agreement.