Terms & Conditions

Lodged on 30-05-2008 with the clerk of the District Court in Amsterdam under number: 76/2008 

1. These conditions apply to all offerings, order confirmations and agreements that ExSilent BV and its affiliated and associated companies ("Seller") submit to or conclude with a third party ("Buyer") for performance of services or delivery of products. 

2. The application of general purchasing conditions of Buyer - separately or in conjunction with the present conditions - is explicitly excluded, unless and to the extent that Seller has accepted in writing the application of all or some of the general conditions of Buyer. 

1. All offerings and/or price lists of Seller shall be without obligation, including those that state a term. 

2. If a quotation contains an offer without obligation and Buyer accepts such offer, Seller shall have the right to revoke the offer within two working days of its acceptance. 

3. An agreement shall be established through explicit acceptance of an order placed by Buyer with Seller, either through written confirmation by Seller or through commencement of performance of the order by Seller. 

1. Prices stated by Seller shall be in euro exclusive of value added tax (VAT). 

2. Unless otherwise agreed, Buyer shall make payment without delay and/or without set-offs within 14 days of the invoice date. 

3. Buyer shall immediately be in default without further notice by failing to meet any payment term. Buyer shall owe Seller interest for late payment equal to one per cent of the invoiced amount per month. 

4. Seller shall have the right to require Buyer to pay at any time all or part of the purchase price in advance. 

5. If Seller is obliged to issue instructions for collection of debts owed by Buyer, Buyer shall owe ten per cent of the outstanding invoice amount plus VAT, by way of extrajudicial recovery costs, plus the interest already due for late payment, in each instance without prejudice to the right of Seller to require compensation for damage actually incurred. Buyer shall owe Seller all legal costs incurred by Seller for legal action in respect of the agreement that is subject to these conditions. 

6. If Buyer fails or appears likely to fail to meet any obligation towards Seller, Seller shall have the right to suspend in each instance all or some of its obligations under this agreement and/or other agreements, without prejudice to the further rights of Seller. 

7. Seller shall have the right to pass on to Buyer any unforeseen price increases that occur after establishment of the agreement but prior to delivery. 

8. Invoicing in installments shall be possible at any time. 

9. All payments made by Buyer shall first be used to pay off owed interest and costs and thereafter to pay the oldest invoices, regardless of whether Buyer states that the payment concerns a later invoice. 

 

1. Goods shall be delivered ex-works (EXW) from the distribution centre of Seller at Amsterdam, the Netherlands. 

2. Goods shall be for the risk of Buyer from the time of delivery. 

3. Quoted delivery times shall not be interpretable as deadlines under any circumstances whatsoever. In the event of failure to deliver on time, Seller shall be served with a written notice of default that allows a reasonable period of time as yet to make delivery. Seller shall not be liable under any circumstances whatsoever for any damage incurred by Buyer as a result of products delivered late. 

4. Buyer shall collect goods at the agreed time. Goods shall be stored at the expense and risk of a Buyer if not collected at the agreed time. 

5. Seller shall have the right to deliver altered goods and/or goods in altered packaging and/or units in the event of general product improvements or alterations to the product range or packaging. 

1. Buyer shall check the goods on delivery to make sure they are complete and/or do not exhibit any defects. Complaints concerning incompleteness and defects shall be reported within 48 hours of delivery of the goods, in the absence of which the goods shall be deemed to have been delivered in a complete condition without any visible defects. 

2. If Seller receives a complaint within the meaning of clause 1 of this article and the reported defects are confirmed by or on behalf of Seller, Seller shall not be liable under any circumstances whatsoever to do more than - at the discretion of Seller - deliver the missing items, replace or repair the goods or grant a price reduction proportionate to the defect. 

3. Complaints concerning hidden defects or damage shall be made in writing within 24 hours of Buyer discovering the defect or damage. The goods shall not be replaced or reimbursed unless Buyer is able to prove that the products were defective or damaged at the time of delivery and that Buyer did not cause the defect or damage. 

4. Seller’s investigation of a complaint shall not constitute acceptance of the complaint. Complaints shall not suspend the payment obligation of Buyer. 

5. A defect observed in one or more goods shall not entitle Buyer to cancel remaining or follow-on orders or to refuse any other part of the delivery concerned. 

6. A refund or payment Seller is required to make as a result of a legitimate complain shall be deducted by Seller in each case from the invoiced amounts owed by Buyer or credited. 

1. Seller guarantees that all delivered goods shall have been manufactured by means of the customary production method in accordance with all regulations applicable to such production and the goods. 

2. Seller guarantees the soundness and usability of its goods for a period of two years from the invoice date. 

3. The guarantees given above constitute the full and complete warranties of Seller. 

1. The return of consignments shall be accepted only after Buyer has submitted a complaint in accordance with the provisions made in articles 5 and 6 and after written consent from Seller to return of the goods. 

2. Buyer shall bear the costs and risks associated with complaints and returned consignments. 

1. Any liability of Seller towards Buyer and/or its customers/users concerning delivered goods shall be limited to the total amount of the purchase price of the goods and shall never exceed the amount that Seller’s insurance will reimburse. 

2. Seller shall not be liable to Buyer under any circumstances whatsoever with regard to (i) defects not reported in accordance with the provisions of article 5 of these conditions, (ii) defects not occurring, reported or discovered within the warranty term under article 6, (iii) delivered goods that after delivery were treated or modified in any way other than in conformity with the strict instructions of Seller. 

3. Seller shall not be liable under any circumstances whatsoever for any kind of indirect damage, consequential damage or economic damage. 

1. Seller shall retain title to all goods delivered to Buyer until such time as Buyer has paid in full all debts owed to Seller - including current account balance debts – for purchase and delivery. 

2. Until such time as ownership transfers to Buyer, the goods may be sold only in so far as necessary for the normal conduct of business of Buyer. 

3. Buyer shall not establish limited rights to the goods for third parties until such time as ownership of the goods has transferred to Buyer. 

4. Goods shall be returned at the first request in the event of a suspension of payments or bankruptcy on the part of Buyer. Seller shall have the right to recover the goods at the expense of Buyer if necessary, regardless of their location, and shall have the right to enter the premises of Buyer for that purpose. 

1. Buyer shall have the right to resell goods obtained from Seller only if offered and supplied in their original packaging, without changes or additions, and provided that no laws are breached by so doing. 

2. Buyer shall not resell any damaged goods. Goods shall also be considered damaged if their packaging has been altered, opened of damaged (including damage caused by smoke and fire). 

3. Buyer shall impose the obligations described in this clause on its customer(s) in the event of permissible reselling. 

1. If Seller is unable to meet any of its obligations under the agreement with Buyer because of facts or circumstances that cannot be attributed to Seller (including but not confined to strikes, failure by suppliers to meet their obligations, legal requirements, etc), Seller shall have the right to suspend its obligations until such time as those facts or circumstances have ceased to exist, or to dissolve the agreement, or the part thereof not performed, without recourse to the courts and without liability to pay compensation. 

1. The agreement concluded by Seller with Buyer may be dissolved by Seller with immediate effect, in full or in part, without recourse to the courts, if Buyer fails to fulfil any of its obligations to Seller after having been given notice of default that afforded a reasonable period of time for remedy, if Buyer is the subject of a petition for or declaration of suspension of payments or bankruptcy, if - in the opinion of Seller – a substantial proportion of Buyer’s assets are the subject of seizure, or if a fundamental change occurs in the ownership or control of the business of Buyer. 

2. All debts that Buyer owes Seller shall be payable on demand in the event of dissolution of the agreement between Seller and Buyer. 

1. Dutch law shall govern these conditions and all rights, obligations, offerings, orders, order confirmations and agreements that are subject to these conditions. 

2. Disputes arising between parties shall be settled solely by a court of law with jurisdiction at Amsterdam, the Netherlands. 

1. The Dutch text of these General Conditions shall prevail in any and all instances of conflicts between the Dutch version and a translation thereof.