Delivery conditions

Article 1
Applicable conditions

  1. HyTEPS releases tenders and concludes agreements relating the delivery of posting of goods, focused on saving electrical energy, as well as focused on improving the quality of the network, exclusively using statement of these terms and conditions.
  2. Deviations or additions in relation to these terms and conditions are subjected to the explicit written agreement of HyTEPS Provided that any provision of an agreement, or legal force of these terms and conditions, than other provisions keep their fully validity, unless the holds on the agreement or these terms and conditions is apparently unreasonable.

Article 2
Tenders, formation of agreement

  1. Unless the tender explicitly mentions a validity period, a tender of HyTEPS is fully non-committal and a binding agreement with HyTEPS will be created after written confirmation of them about an order, or after order confirmation of the client.
  2. De pictures, drawings, sizes and others in a tender are valid as an approximation, unless HyTEPS has expressly explained that these are exact to consider.

Article 3
Prices

  1. All prices, given by HyTEPS, are in euros (€), unless otherwise agreed between the parties. Prices are excluding sales tax, what is due in connection with the agreement.
  2. If the cost price factors of ordered goods, including the costs of salary and materials, between the time of conclusion of the agreement and the date of delivery, are increasing, HyTEPS is accordingly entitled to increase the prices.
  3. Costs associated with possible mounting and/or installation (including travel costs and accommodation expenses will be borne by the client, unless the parties have expressly agreed otherwise.

Article 4
Payments

  1. Payments must be paid within thirty calendar days after the invoice date, unless expressly agreed otherwise. If HyTEPS has grounds for doubting at the fulfillment of the payment by the client, then HyTEPS is entitled to demand cash payment fully in advance at delivery.
  2. In the event of late payment, the client is, without requiring any special notice, default statutory interest is due on the unpaid part. Unpaid interest contributes also interest after one year. Any judicial and extrajudicial costs, attached with a debt collection, shall be borne by the client.
  3. In case of late payment, including non-compliance with above request of cash payment in advance or at delivery, HyTEPS is authorized to suspend the implementation of the contract until receipt of the full payment, or, in case of non-payment after written letter of formal notice, to terminate the contract in whole or in part.
  4. One and other let their right to compensations not affect.
  5. Settlement with claims on HyTEPS is not allowed. In case of bankruptcy, suspension of payments, or seizure at the part of client, all amounts owed to HyTEPS is fully repayable on demand and can immediately be settled by HyTEPS.

Article 5
Mounting and installation

  1. The client is, towards to HyTEPS, responsible for the right and on time implementation of all installations, facilities and/or conditions that are necessary for the preparation of the mounting of good annexed products and/or the right working of the good annexed products in mounting state.
  2. Possible damage or costs, caused by not satisfying the required conditions for a good delivery by HyTEPS, are for the account of the client.

Article 6
Testing

  1. Client must cooperate to a test and/or transfer inspection.
  2. Client will test the by HyTEPS delivered products and/or provided service within 7 days after delivery. When this time is elapsed without any written and specified notification of substantiated complaints, the product and/or the provided services will be accepted.

Article 7
Delivery

  1. The delivery period will start at the day of the formation of the agreement or, if the following happens later, at the day the agreed deposit is completely fulfilled and the client has received the relevant information for the implementation of the agreement.
  2. HyTEPS will only be touched by exceeding the term in default, if they, even after the expiry written asked reasonable further period of the client, their obligations to clients by attributing their circumstances not or not fully met. Client is the authorized to terminate the agreement if it cannot reasonably be demanded of him.
  3. HyTEPS is authorized to make partial deliveries.
  4. Client is obliged to purchase. A deficiency that the use of the delivered or performance seriously hinders, does not constitute grounds for an appeal to a deadline nor a refusal for purchase or payment. This will not affect the right of the client as soon as possible reversal of the affected deficiency.

Article 8
Transfer of risk and ownership.

  1. The risk for delivered cases will always and permanently move on client at time of arrival on agreed place of delivery.
  2. The ownership of delivered cases will move on the client after it has fulfilled all it is due to HyTEPS, as regards the supply of that case or other to them delivered cases by HyTEPS, or the related operations, including interests and costs. HyTEPS is authorized to take back delivered cases without further notice or judicial interventions at late payments, and the client gives HyTEPS permission in advance to enter in and around the building of the company of the client. The client is authorized to use cases, on what rests a reservation of ownership within the case of its normal business.

Article 9
Non-attributable failure.

  1. The failure in the fulfillment of obligations is not attributable, if this is a result of, or at least linked to, a whether or not foreseeable circumstance, beyond the control of the located party. Such circumstance applies in any case, but not exclusively: war or a similar circumstance, mobilization, riot, sabotage, terror, fire, lightning, implosion or explosion or escape of dangerous gasses or substances, nature disasters, extreme weather conditions, strikes, occupation, boycott or block and measures of the domestic of foreign government, such as import, export, delivery and production ban.
  2. If one of the parties failures in the obligation of the agreement, without attribution to this party and if obligation is permanently impossible, the agreement can be immediately dissolved. If obligation is not permanently impossible, the dissolution is possible after a period of 75 calendar days, without the possibility of obligation. If HyTEPS has extra costs, by the fulfillment of the agreement, in cases of its non-attributable conditions, that HyTEPS is authorized to reasonably pass these to the client.    

Article 10
Deficiencies in goods and proceedings

  1. If a delivered good or supplied service displays defects, the client is entitled to free repair by HyTEPS by – choice by HyTEPS – reparation, replacement or re-fulfillment, providing that it meets the following conditions:
  2. The deficiency is caused by HyTEPS;
  3. The deficiency has arisen within 3 months after delivery of the good in question or the notification that the service or work has done;
  4. The deficiency is communicated in writing within 7 days after it could reasonably have been discovered;
  5. Compliance is not permanently impossible;
  6. Any additions or changes to the delivered goods or the performed services, faults or maintenance are performed by HyTEPS or with prior written permission of HyTEPS;
  7. The used consumables, serve the specifications of HyTEPS BV;
  8. In some cases, HyTEPS can invoke the right on free repair against its supplier. HyTEPS may require that costs for a restoration of goods are for the client's account.
  9. HyTEPS has the right to correct defects on its own motion. At replacements, the parts shall remain/are owned by HyTEPS.
  10. An agreement can completely or partly be terminated by a deficiency, only insofar enforcement cannot reasonably be expected of the client.

Article 11
Liability for damage

  1. The liability of HyTEPS in connection with any deficiencies in the delivered goods or services, is limited to fulfill what is held here above in article 10 of these terms and conditions.
  2. In all cases, the liability of HyTEPS is limited to the amount what in specific case will be paid by the liability insurance concluded by HyTEPS, with the proviso that the clients capital and/or consequential damage has been excluded in advance, and that relevant asset and / or consequential damages already in advance by HyTEPS no liability is accepted;
  3. HyTEPS is neither liable for:
    1. infringement of patents, licenses, or other rights of other parties that are resulting from the use by or on data provided by the customer;
    2. damage and/or losses – by any cause – of the raw materials, semi-finished products, models, tools and other items provided available by the customer.
  4. The client is obliged to indemnify HyTEPS, respectively to indemnify against all claims of other parties for compensation of damages, which the liability of HyTEPS in these conditions is excluded in the relationship with the client.

Article 12
Right of intellectual property

  1. HyTEPS reserves all rights, including intellectual property, relating to information in the context of the development and performance of a contract, for example in the shape of drawings, diagrams, designs, calculations, descriptions, software or related documentation annex technical information provided available to the client.
  2. This information may - unless expressly authorized by HyTEPS - not be disclosed to other parties and/or copied, and only used by client within the context of the establishment and implementation of the agreement. If no agreement is reached, then the client shall immediately transfer, on request of HyTEPS, the information carriers and any copies thereof, including the quotation.

Article 13
Applicable law and disputes

  1. Agreements between HyTEPS. and the client are governed by the Dutch law, with the exclusion of the Contracts for the International Sale of Goods (CISG)
  2. All disputes between client and HyTEPS shall exclusively be resolved by the jurisdiction within district ’s-Hertogenbosch.