General terms and conditions

Interwiel B.V.
Impact 29
6921 RZ Duiven

Tel. 0031 (0)26 383 59 88 / [email protected]

I. General

These general terms and conditions of sale and delivery shall apply exclusively to all transactions. Any conflicting or deviating purchasing conditions or other restrictions imposed by the buyer shall not be recognised unless the seller has expressly agreed to them in writing.

II. Offer

  1. Images, drawings, colour shades, weight, and dimensional specifications mentioned in price lists and other printed materials are approximate and non-binding unless expressly stated otherwise. The supplier retains ownership and copyright over cost estimates, drawings, and other documents; these may not be disclosed to third parties.

  2. The customer shall bear full responsibility for any infringement of third-party commercial patent rights related to documents they provide to the supplier. The supplier shall only disclose confidential plans marked as such by the customer to third parties with their consent.

III. Scope of Delivery

  1. The supplier’s written order confirmation shall be decisive regarding the scope of delivery. If our confirmation deviates from the order in any way, we must be informed immediately; otherwise, delivery shall be made according to our specifications. Complaints for this reason shall not be accepted.

  2. Partial deliveries are permitted.

  3. The supplier provides samples only against an additional charge based on the applicable prices at the time.

IV. Excess and Short Deliveries, Call Orders

  1. Excess and short deliveries of up to 10% are permitted.

  2. Call orders must be made within six months. They are invoiced based on the supplier’s prices applicable at the time.

V. Price and Payment

  1. Unless otherwise agreed, prices apply ex-works, including loading at the factory, but excluding packaging. VAT is added at the statutory rate. Orders without explicitly fixed prices shall be charged at the prices applicable on the day of delivery. If there is a substantial change in order-related cost factors (e.g. wages, materials, energy), the agreed price may be adjusted accordingly.

  2. Payments shall be made within 14 days of the invoice date without bank charges to the supplier, unless expressly agreed otherwise, even for partial deliveries.

  3. The withholding of payments or offsetting due to disputed claims by the customer is not permitted.

  4. Bills of exchange are only accepted if expressly agreed and discountable. Discount costs are charged from the invoice due date. The supplier reserves the right to return bills during their term and demand immediate cash payment if special circumstances require it.

  5. In case of overdue payments, interest of 4% shall be charged over the EURO reference interest rate set by the European Central Bank.

VI. Delivery Time

  1. The agreed delivery time is approximate. The delivery period begins upon dispatch of the order confirmation. The deadline is met if the goods have left the factory or are declared ready for dispatch.

  2. The delivery period shall be extended proportionally in case of industrial disputes, particularly strikes and lockouts, or unforeseen obstacles beyond the supplier’s control, insofar as these demonstrably and significantly affect completion or delivery. This also applies to suppliers’ delays.

  3. The supplier is not liable for any damages due to delayed delivery, even after an additional period granted to the supplier, unless in cases of intent or gross negligence.

  4. Compliance with the delivery deadline assumes the customer’s fulfilment of contractual obligations.

VII. Retention of Title

  1. The supplier retains ownership of the goods until all claims arising from the business relationship, including future claims, are settled. If the customer breaches the contract, especially in cases of payment default, the supplier has the right to take back the goods. This does not constitute withdrawal from the contract unless expressly stated in writing.

  2. The customer may resell the goods in the ordinary course of business but assigns all claims from the resale to the supplier in the amount of the invoice value of the retained goods.

  3. If the assigned claim is included in a running account, the relevant balance claim is assigned in the amount corresponding to the separate assignment value.

  4. Processing or transformation of retained goods results in the supplier acquiring co-ownership of the new goods in proportion to the retained goods.

  5. The supplier is obliged to release securities if their invoice value exceeds the secured claims by more than 20%.

VIII. Liability for Material and Legal Defects

  1. The supplier shall repair or replace defective parts free of charge within 12 months after delivery, provided the defect is due to circumstances prior to risk transfer.

  2. Claims for material defects expire 12 months after delivery, except for construction defects or defective items that have caused structural damage.

  3. No warranty is given for damages caused by improper use, incorrect assembly, natural wear and tear, improper handling, or chemical/electrical influences unless attributable to the supplier.

  4. Further claims by the customer are excluded, except in cases of intent, gross negligence, or liability under the German Product Liability Act.

IX. Liability for Additional Obligations

If, due to the supplier’s negligence, the goods cannot be used as intended, the provisions in Sections VIII and X shall apply, excluding further claims by the customer.

X. Customer’s Right to Withdraw and Reduction, Supplier’s Liability

  1. If there is a delivery default under Section VI and the customer grants the supplier an appropriate extension period that lapses, the customer may withdraw from the contract.

  2. In the case of insignificant defects, the customer may only demand a price reduction.

  3. Further claims are excluded except as stated in Section VIII.6.

  4. Personal liability of the supplier’s legal representatives and agents exists only in cases of intent; otherwise, it is excluded.

XI. Tooling Costs

  1. Tooling costs are generally charged separately and independently of the value of the goods.

  2. Payment of tooling costs does not entitle the customer to ownership; tools remain the property of the supplier.

  3. If orders are cancelled during the development or ramp-up phase, the supplier reserves the right to charge incurred costs.

  4. Unused tools are kept for four weeks before being scrapped.

  5. The customer has no access to phase plans or technical drawings of the tools.

XII. Old Goods

The disposal of old components and unusable materials is the customer’s responsibility. If legal regulations dictate otherwise, the customer shall make appropriate arrangements with the supplier.

XIII. Jurisdiction

All obligations arising from this contract shall be handled in Arnhem.