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General Conditions of European Solar Technology Group BV, (6662NE) Elst at Industrieweg Oost 1a ('ESTG').
1.1 These general conditions from ESTG, together with the terms and conditions of the supplier from ESTG which are attached as Appendix 1 (the conditions collectively as "Terms") apply to all legal relationships between ESTG and their opposing parties ("Customer"), all orders, order confirmations and offers below included.
1.2 From the General Conditions may only be deviated in writing an individually case.
1.3 If due to conflict with any provision of law to a provision in these Terms and Conditions no appeal can be made, there comes to that provision an equal meaning as much as possible so that this is an appeal who can be made, the remaining provisions of the General Conditions shall remain unaffected.
2 SALE / ESTABLISHMENT AGREEMENT
2.1 Any offer of ESTG is without obligation unless this has been expressly deviated.
2.2 An agreement is established between ESTG and customer because the customer accepts the order confirmation by their being signed or the implementation thereof by Customer.
2.3 The order confirmation constitutes together with the General Conditions the entire agreement between the parties. The general conditions of Customer shall not apply and any subsequent reference will not have any effect. The agreement can only be modified in writing by means of a written document that is legally signed by representatives of both parties.
2.4 In case of conflict between the underlying documents from which the agreement exists, the following order of priority in which the previously mentioned piece prevails over the later mentioned:
- the order confirmation;
- the text of these general conditions;
- Appendix 2;
- Appendix 1.
3.1 All prices are shown in the order confirmation and are excluding sales tax (VAT), unless otherwise agreed upon.
3.2 Mounting, or installation work and provisions shall be borne by Customer.
3.3 Changes in purchase prices, labor and material costs, social and governmental burdens, freight charges, insurance premiums and other costs that relate to the agreed performance gives ESTG the right to change the price.
4.1 Prior to the shipment and delivery of the products, ESTG wil send the relevant invoice to the customer wich must be fulfilled by customer within 15 days after invoice date in a manner to be specified by ESTG, unless otherwise agreed upon.
4.2 Payment must be made in the agreed currency without setoff, discount, deduction or suspension for any reason whatsoever.
4.3 In case of untimely payment of any amount due under the Customer Agreement, Customer will automatically be in default and shall be due interest at the rate of 1.5% per (part of) month with a minimum of legal interest per annum referred to in Article 6:119 a Civil Code.
4.4 In case of untimely payment, liquidation, bankruptcy or suspension of payment from customer all payment obligations from customer will be immediately due and ESTG is authorized the further implementation of the Agreement, to suspend or dissolve the agreement to proceed, and without prejudice the right of compensation for ESTG.
4.5 In case of untimely payment, Customer will be charged extrajudicial collection of five (5)% of the invoice value, with a minimum of EUR 500, -.
4.6 ESTG is entitled to what he may or may not be payable or provided by Customer to claim to deduct whether or not due and payable debt to Customer ESTG. EStG Customer shall if possible in advance of the use of his set-off.
6 RESERVATION OF OWNERSHIP
6.1 The products delivered by ESTG remain property of ESTG until the purchase consideration is fulfilled. Products delivered by ESTG, on wich this reservation of title applies, may only be sold or used within the framework of normal business. As long as the reservation of ownership is in force the customer is forbidden to pledge or other right draw.
7.1 If liability on the part ESTG under this Agreement would arise because (I) failure to fulfill its obligations under the Agreement, (II) breach of its warranty obligations, (III) tort or any other reason, the liability of ESTG is limited as provided in this Article 7.
7.2 ESTG can only be held responsible for alternative compensation, wich means compensation for the defective performance. ESTG is not liable for any other damages, including:
- additional compensation in any form whatsoever;
- indirect damage;
- consequential damages;
- damages for lost profits;
- delay damages;
- damage as a result of provision of poor co,
- information or materials by Customer;
- damages because of ESTG given information or advice.
7.3 Subject to clause 7.1, is the liability caused by defects limited to the corresponding invoice amount actually paid buy customer.
7.4 The right of the Customer compensation arises only if the Customer after its occurrence as provided in these Terms and Conditions as soon as reasonably possible the damage in writing to ESTG has reported.
7.5 Any claim for compensation of damages shall expire after one (1) year after the occurrence which caused the damage, unless the recovery in straight within the term has begun.
7.6 Customer indemnifies ESTG for all damages ESTG may suffer as a result of claims by third parties relating to the products supplied by ESTG.
7.7 Only insofar ESTG itself as a buyer of such products is entitled to certain guarantees, indemnifications or other obligations in respect of those products against supplier ESTG, then ESTG use commercially reasonable efforts to such guarantees, indemnities or other obligations to suppliers available to Customer to the extent ESTG so appropriate.
8.1 Customer must inspect the delivered goods upon delivery. Hereby the Customer must determine whether the supplied comply with the Agreement, namely:
- whether the correct products have been delivered;
- whether the products supplied as the amount and number of concerns consistent with the agreed;
- or there is visible (transport) damage, and,
- or the products delivered meet the requirements that may be set for normal use and / or commercial purposes.
8.2 If visible lacks or shortages observed, the Customer must indicate this on the delivery note, the invoice and / or the transport document.
8.3 Non-visible defects must be notified in writing and motivated and stating the billing information to ESTG by customer within three (3) days after delivery or after reasonably observation possible.
8.4 Shown or supplied samples / designs are for illustration only, without the deliverables need to answer them. ESTG is not obliged to redeliver products supplied, where such products from the production or sales program of ESTG or its suppliers be taken.
8.5 Customer must send complaints about invoices in writing to ESTG within eight (8) days after the invoice date.
8.6 If Customer does not mention defects or complaints within the aforesaid period, the complaint will not be dealt with and the rights of Customer thereabouts will expire.
8.7 Claims and defenses based on facts that would justify the assertion that the delivered products do not comply with the Agreement barred by lapse of one year after delivery.
9.1 The guarantee period starts at the time of delivery as referred to in Article 5, and ends after the expiry of the term specified in Appendix 2.
9.2 The guarantee means that products which do not comply with the specifications of Appendix 2, will be restored free at the choice of the ESTG, that substitute products made available, or that the parts necessary for repair to be made available, or the purchase price at the option of ESTG is refundable. In no event shall ESTG responsible for costs related to the removal or installation of the product.
9.3 The guarantee does not cover defects in the products, which have arisen as a result of normal wear and tear, or any of external cause.
9.4 The warranty is void if the product is used incorrectly or carelessly, or if, without the prior written permission of ESTG any (repair) work or changes to the product are made or applied, unless these activities or changes inherent to the commissioning of of the product.
9.5 If Customer is relying on a guarantee given by ESTG Customer must within 14 days ESTG to enable the product to explore a choice of ESTG to be determined, failing which the Customer has no entitlement under the warranty, unless the conduct or omissions of a decay of Customer's warranty rights would not justify.
9.6 If ESTG repaired the warranty material and / or workmanship or if the product is replaced, it is fully discharged from his guarantee obligations.
9.7 The guarantee referred to in this Article 9 shall automatically terminate in the event of bankruptcy, moratorium or receivership of the relevant supplier or cessation or liquidation of the company.
10 INTELLECTUAL PROPERTY
10.1 Mocht in rechte komen vast te staan dat enige door ESTG geleverd product inbreuk maakt op de intellectuele eigendomsrechten van een derde, dan zal ESTG naar haar keuze en na overleg met Klant de betrokken zaak vervangen door een product, dat geen inbreuk maakt op vorenbedoelde rechten, of een gebruiksrecht hiervoor verwerven dan wel de betrokken zaak terugnemen tegen terugbetaling van de koopprijs en verminderd met de gebruikelijke afschrijvingen.