TERMS & CONDITIONS INTERNATIONAL

   

Policies & Procedures for International Customers 

General sale- and deliveries conditions of the private Partnership Technisch Bureau Huijzer B. V.  Acting under Huijzer Components, established to (1817 DA) Alkmaar, at the Havinghastraat 15, registered by the Chamber of commerce for Dutch north quarter under number 30769278, there deposited.

Article 1 - Relevance and Definitions

1.  All quotations, sales and supplies as well as all agreements to preform activities of Technisch Bureau Huijzer B.V., acting under Huijzer Components (hereafter named Huijzer ) are subject to  and in accordance with the following general sale- and deliveries conditions.
2. A possible (earlier) reference by the counter party to their own or other general conditions are by Huijzer explicit not accepted.
3. Huijzer reserves the right, to change the general sale and deliveries conditions on every moment. The changed general sale and deliveries conditions will apply from the moment Huijzer has informed her clients about the change, for already entered orders the conditions remain unchanged as on the day that the order has come about.
4. When some definitions of these general sale- and deliveries conditions through a competent judge will be considered null and void, or other wise not binding, the remaining definitions of these general sale- and deliveries will remain valid.

Article 2 - Realization agreement and changes

1. All quotations and price quotations by Huijzer are without engagement, unless specifically in written was agreed otherwise.
2. Images, drawings and specifications of the by Huijzer in catalogues, leaflets or other presented products are not binding for Huijzer and serve only the purpose to give a general impression of what Huijzer has to offer.
3. Agreements with Huijzer come to realization, as soon as the acceptance of the offer has reached Huijzer; from this acceptance appears that the buyer unites himself with the applicability of these   conditions and that he, so necessary takes distance from its own purchase conditions.
4. If in the acceptance, reservations or changes will be add with respect to the quotations, the agreement in contrast to stipulated in previous subject, will be realized only then when Huijzer gives explicit written message to agree with these differences.
5. Changes in the contract of sale and differences of these general sale- and deliveries conditions will only be valid when they are agreed upon in written by both parties.
6. Changes in prices as well as rate changes, corrections in relation to delivery times and printing errors are being explicitly reserved by Huijzer.
7. When changes lead to increasing or decreasing of the costs, should a from that resulting change in the purchase price be agreed upon in written by both parties.
8. For deliveries as well activities for which considering there nature and limited size no quotation or order confirmation will be send, the invoice will also serve as order confirmation. In that case the invoice will be considered to state the agreement correct and fully.
9. By absence of agreement concerning the changes of the purchase price is a dispute between parties present on witch article 3 of these conditions will be applied.

Article 3 - Quality and description

1. Huijzer commits towards the buyer to preform in the definition, quality and quantity as further described in (possible afterwards changed) written confirmation. The affairs will be delivered with regards to the normal tolerances for measurements, quantities, and weight, unless explicit different between parties agreed. Special quality demands and terms must be agreed upon in written.
2. Huijzer commits towards the buyer, to deliver parts that;
       a. are produced from reliable materials and are solid.
       b. function conform the for that purpose valid specifications.
       c. are equal to possible samples or models, made available by Huijzer and / or the buyer, in as far as explicitly agreed in written.
       d. perform in accordance to the finishing delivery as described in the written confirmation of the buyer.
3. Huijzer takes no responsibility that goods are suited for the purpose for which the buyer wants to intend, revise, process, use or let use, not even when this purpose has been notified to Huijzer, unless the opposite is agreed between the parties.

Article 4 - Packing and shipping

1. Huijzer commits towards the buyer, to pack goods properly unless the nature of goods resist against this and to protect in such way that they in case of normal transportation will reach there    destination in good condition.
2. The buyer takes care of an usual transport insurance. Shipping is in all cases at risk of the buyer. The goods will be delivered by Huijzer on, or for delivery being shipped to the agreed upon place or places by the method as is determent in the order or afterwards has been agreed upon. The buyer is, as soon as the conveyance has arrived at the by him given unload address, obligated to the fastest possible unloading.
3. All deliveries are ex. warehouse.  
      
       Deliveries inside the EU:  
       - For orders uptill EUR 100,00 the additional shipping costs will be raised with EUR 15,00 small order costs.  
      
       Deliveries outside the EU:  
       - Orders till EUR 150,00 will be charged with EUR 25,00 small order costs.  
       Above mentioned amounts are all Net ex. VAT, local taxes or duties.
      
       Deliveries inside the Netherlands for electronic Semiconductors above EUR 150,00 will be send free of charge on a for Huijzer on that moment standard shipping method.
      
       Deliveries outside the Netherlands will always be charged with shipping costs.
       The costs of special shipping (express, courier) and / or special packing on request of the buyer will be on his account. In case of supplying back order shipping costs will be charged.

Article 5 - Transfer of property and risk

1. With exception of the statement in subjects 2 and 4 of this article, the transfer of property will occur by delivery.
2. As long as the buyer has not paid the full amount of the purchase sum with possible additional costs or made arrangements to secure it the goods will remain property of Huijzer. In that case property transfer will only occur when the buyer has settled all his obligations, among includes costs caused by delayed interest and additional costs. Huijzer has the right to take back the under property keeping delivered goods when Huijzer has solid base to assume that the buyer will come up short in for filling his obligations, undiminished any further rights Huijzer has towards the buyer.
3. As long as the property of delivered goods has not transferred on the buyer, the buyer is not allowed excess to the goods or to grant   any rights on the goods to a third party or to transfer the goods, unless with explicit written permission of Huijzer or when resale or delivery takes place in a normal business practice of the buyer.
4. As long as the property of delivered goods has not transferred on the buyer, the buyer is bound to keep by Huijzer delivered goods separated from others and identified as being Huijzers property, unless Huijzer explicit in written grants permission to the buyer to sell or to process the goods.
5. In case Huijzer has good reason to doubt the payment capacity of the buyer, will she be permitted to prospone the delivery of goods in accordance with article 4.2 until the moment that the buyer has provided security for the payment. The buyer is responsible for damage suffered by Huijzer as consequence of the delayed delivery.
6. In case the goods, regardless the agreed method of transportation, are ready to take away and such was communicated to the buyer, the is buyer engaged to that transaction at once. On the moment of the announcement, the risk of the goods will transfer to the buyer. When Huijzer, on request of the buyer in accordance to the stated in article 5 postpones the delivery, will the goods remain property of Huijzer until the moment these are delivered at the buyer in accordance to the in article 4 subject 2 meant place, or places.

Article 6 - Moment of delivery

1. Huijzer will supply the goods on the moment that, respectively within the in the order stated delivery time. In case a delivery term has been agreed up on, this will start from the moment   Huijzer has confirmed the order.

Article 7 - Cancellation / postpone delivery

1. In case a by Huijzer with buyer closed agreement will become decomposed on request of the buyer or when the cause is countable to the buyer, Huijzer will be entitled to claim a damage   compensation that contains at least 20% of the order value of that relevant delivery.

Article 8 - Force majeure

1. The in article 6 meant delivery time will be extended with the period during which by Huijzer trough force majeure is not capable to perform her obligations of the agreement.
2. Force majeure on the side of Huijzer will apply in case of war, war threat, civil war, rebellion, molest, fire, water damage, flood, strike, occupation, exclusion, in and export interference,   governmental measures, defects on machinery, disturbances in the supply of energy, as well in the company Huijzer as well by third parties from whom Huijzer requires to obtain the necessary   materials or raw materials whole or partly, as well by storage or during transportation, whether or not in own control and further by all remaining causes, arise without any quilt by Huijzer or outside the risk environment of Huijzer.
3. Force majeure on the side of Huijzer will also apply in case of not, or not in time or not properly fulfill there obligations for any reason, except for neglect by Huijzer towards those third parties,   causing the order not in time or not without measured by objective norms excessive extra efforts and/or costs can be processed.
4. If in case of force majeure the delivery of goods is delayed with more than two months, are both Huijzer and the buyer authorized to consider the transaction to be terminated as soon as the will to determination has been declared in writing, in which case Huijzer is only entitled to claim those costs made so far with the exception for transactions or parts of transactions that are non-cancable or when Huijzer has stated this is a non-cancable order where Huijzer has committed it self to.
5. In case the force majeure sets in while the agreement has already partially been carried out, the buyer, when as a consequence of the force majeure the delivery of the remaining goods will be delayed with more than two months, will be authorized to keep already delivered goods and pay the for that due purchase sum, or to consider the agreement for the already carried out part as been determined, with the obligation to return those goods to Huijzer for own risk and expense that have already been supplied to the buyer. This will only be permitted to the buyer in case he can prove there is no sufficient use for  the already supplied goods as a consequence of not delivered in time or no delivery at all of   the of the remaining goods.

Article 9 - Guarantees and claims

1. The by Huijzer delivered goods are never subject to more guaranty then the guaranty Huijzer has obtained of those who supplied the concerning goods. Huijzer will inform the buyer about (the relevance of) him granted guarantees, upon first request from the buyer, such unless it is reasonable that the buyer has obtained (the relevance of) these guarantees in any other way.
2. The buyer can only appeal to guarantee in case he followed the instructions of Huijzer, there is no neglect, the goods have not been exposed to abnormal conditions and are not careless /   inaccurate and or incompetent treated or incompetent mounted, there is no case of vandalism and Huijzer has been given the opportunity to investigate the failure within 10 days after report of this failure.
3. The accountability of Huijzer is limited to a free of charge repair of a faultily part or to replace that part or a part of that part, this is to be judged by Huijzer. Except for the stipulated in this article   Huijzer and here employees, neither the by Huijzer called in third parties are responsible for any of there activities or advice, and any damage goods or damage to property of the buyer as an result of the delivered goods that could cause any damage to the parts of the buyer or could cause any further damage to third parties.
4. The buyer is obligated to examine the goods on delivery, or as soon as possible after delivery for possible failures. Claims concerning visible failures will only be handled if Huijzer is informed within 8 days after receipt of the goods for s.os information send by registered mail.
5. Claims concerning non-visible failure will only be handled, if Huijzer is informed within 8 days after the failure has been established for s.os information send by registered mail.
6. For in time submitted claims, Huijzer will be given the opportunity to check the complaint, when Huijzer will not been given this opportunity this claim will receive no consideration for further   handling.
7. When Huijzer considers the claim justified, Huijzer will be given the opportunity to take the necessary arrangements or to replace the rejected goods.
8. Claims will not be handled when appears that the buyer or third parties have changed something about the goods.
9. After the above mentioned time period has passed the buyer will be expected to have approved the delivered goods and the invoice. No claims will receive any consideration after this time period has passed. 
10. When the agreement concerns goods that Huijzer receives from, or has received from third parties, will Huijzers responsibility and or accountability be limited to that part that the supplier from Huijzer is responsible and or accountable for towards Huijzer. This condition will occur only then when its more favourable for the buyer then the stipulated in article 9 subject 1 - 4.

Article 10 - Price and payment

1. The purchase price contains the price for goods and costs of package, however Huijzer has the right to charge special packaging to the buyer.
2. All deliveries will be cash on delivery or per pre-payment unless Huijzer has explicitly agreed in written otherwise.
3. In case delivery on account is agreed upon, payment must arrive within thirty days after date of invoice. Foreign invoices should be settled within 10 days.
4. The buyer is not entitled to deduct any amount from the purchase sum for not explicit agreed discount or for any by him supposed counter-claim. Different payment agreements must be agreed up on explicit in written.
5. The buyer is considered to be failing the payment, without injunction or proof of default is required, in case he has not paid within the term of 10 days after invoice date or longer than explicitly agreed up on, fulfilled his payment obligations or when the buyer has applied for suspension of payment or applied for bankruptcy or bankruptcy is pronounced. In case the buyer does not fulfill his payment obligations in time, neither complies to the proof of default within a period of five days, Huijzer will be entitled to consider the purchase agreement determined. In that case the buyer is responsible for any damage suffered by Huijzer as consequence of loss of earnings, costs of transport and costs due to proof of default.
6. When in case of accountable shortcoming of the buyer Huijzer takes judicial measures, all costs involved will be for the account of the buyer. 
7. Huijzer will be entitled to deduct all payments in the order she prefers on what the buyer owns in the capacity of delivery, interest and / or costs due to Huijzer, despite different definitions or   determinations.
8. When Huijzer is requested by the buyer to storage, the buyer remains obligated to pay the purchase price of the in subject 2 of this article stipulated point of time. On the moment the goods are ready for shipment and Huijzer has informed the buyer about that, Huijzer is entitled to invoice the buyer while payment may not be refused due to no transfer of the goods.

Article 11 - Returns

1. Return shipments must always be reported to Huijzer in advance and may only be returned when the buyer has received a written RMA number from Huijzer.
2. The RMA number has to be clearly visible on the outside of the package.
3. Insufficient post paid return shipments and / or return shipments on which the RMA number is missing or is not clearly readable can be refused by Huijzer.
4. Deliveries of goods that are no part of the standard delivery program of Huijzer will not be taken back by Huijzer under any condition. These goods are non-cancable and non returnable.

Article 12 - Legal requirements

1. Huijzer guarantees that the design, the composition and the quality of delivered goods that are delivered based upon the order fulfill in any way the relevant demands stipulated by laws and / or other by government given regulations in force on the point of time of the agreement.
2. The in the first subject stipulated is in accordance with the normal use of the goods.

Article 13 - Disbandment

1. Undiminished the stipulated in article 11 the agreement will held to be disbanded without legal intervention after a written declaration from the moment the buyer is declared bankruptcy, he has applied for suspension of payment or he by confiscation or in any other way loses legal access to his assets or parts of that.
2. By the dissolution existing claims on both sites will be due immediately. The buyer is responsible for any damage suffered by Huijzer as consequence of loss of earnings and transport costs and   costs of the proof of default.

Article 14-  Applicable law / forum choice

1. The Dutch law and these terms apply to all by Huijzer made agreements, even when the activities, or parts, are preformed outside the Netherlands.
2. All differences occurred regarding an agreement on which the present terms are entirely or partial applicable, or regarding further agreements which are a consequence of such agreements, will be settled by choice of Huijzer by a capable judge in the city Huijzer is settled unless a provision of the law resists against this. Despite this Huijzer can choose to agree with the buyer to settle the dispute by independent arbitration.