General terms and conditions regarding the delivery of goods by Woerden-Sales

1 – Validity.
These terms and conditions apply to all our offers, communications, acceptances, deliveries, and agreements, unless and insofar as we state otherwise in writing.

2 – Offers.
Our offers, quotations, etc., are without obligation, as are communications regarding technical specifications of our products and regarding delivery times, which we can only provide as estimates based on normal circumstances. The buyer can never derive the right from this to refuse the products or to suspend their payment obligation, nor are they entitled to dissolve the agreement. Quotations are based on the prices applicable at that time, whereby we reserve the right to pass on any increases in duties, excise taxes, etc., and in purchase prices. The latter also applies as a result of currency fluctuations.

3 – Agreements.
Agreements only bind us once they have been confirmed by us in writing.

4 – Delivery and transfer of risk.
Deliveries are made according to Incoterms 2000 and are "Ex Works." Delivery takes place ex warehouse, which is understood to be the location from which delivery is made by or on our behalf. From that moment, the risk is for the buyer.

If the buyer refuses to take delivery of the goods, we are entitled to declare the agreement dissolved without judicial intervention or notice of default, without prejudice to our right to full compensation for damages. At all times, we have the right to require the buyer to provide security for the fulfillment of their obligations, while we are also entitled to suspend deliveries if the buyer has not yet fulfilled their payment obligations for previous deliveries made by us.

5 – Quantity.
Woerden-Sales is entitled to deliver the quantity on contract plus or minus 10%.

6 – Ownership.
Goods remain the property of Woerden-Sales as long as full payment has not taken place. This also applies if they have been processed into products or resold. The risk and costs until the moment of full payment are for the account of the buyer. In the event of any late payment, Woerden-Sales is authorized to take back the items belonging to it, for which the Buyer shall provide all necessary cooperation.

7 – Liability.
Woerden-Sales is not liable for damages arising from contracts or delivered goods. The buyer must fully indemnify us against any claims from third parties. In the case of complaints, which must be reported in writing within 5 days and are found to be valid, Woerden-Sales is entitled to replace the goods, taking into account a reasonable delivery time (purchase of material, production, and transport), or to credit a maximum of the value of the goods.

8 – Payment term.
Unless otherwise stated in the contract, the payment term is 14 days after the invoice date. In the event of failure to meet the payment obligation within 14 days, a default interest of 1% per month from the invoice date will be charged. Furthermore, collection costs with a minimum of €100 will be charged to the buyer.

9 – Warranty.
Our warranty, if given, does not extend beyond the delivery of new parts and materials to replace what is defective. If it concerns a manufacturer's warranty, it applies equally to the buyer, with us acting as an intermediary.

10 – Force majeure and disputes.
In the event of force majeure on our part, the agreement is suspended as long as the force majeure situation makes execution impossible for us. We may also dissolve the agreement without judicial intervention.
In the event of disputes, an attempt will be made to reach a mutual agreement. If the dispute remains, mediation will be considered; if this yields no result, the District Court in Haarlem shall have exclusive jurisdiction to hear disputes for national deliveries. For international deliveries, we submit the dispute "under the Rules of Arbitration of the International Chamber of Commerce." The ICC's ruling shall be regarded as final and binding for both parties.