Terms and conditions

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General Terms and conditions of sale

Article 1 Applicability and definitions

These General Terms and Conditions apply to all offers of Oskomera Solar Power Solutions B.V. (hereinafter referred to as “OSPS”) and all agreements. They apply in particular to all purchases of OSPS and to all sales and deliveries of goods of OSPS. These terms and conditions also apply to all services including advice and information provided.
The terms set forth in these General Terms and Conditions have the following meanings:
- the opposing party: the natural person or legal entity that in accordance with Article 1 receives offers from OSPS or enters into agreements with OSPS.
OSPS aims to submit these General Terms and Conditions to the opposing party prior to or upon entering into agreements with OSPS. If these have not been submitted or if this is not reasonably possible, the opposing party may ask OSPS leave to inspect them. The General Terms and Conditions will be sent at no charge at the request of the opposing party.
If it appears that any provision in these terms and conditions is invalid or is declared void, this will not prejudice the legal effect of the other provisions.
The address given by the opposing party prior to or upon entering into the agreement may be used as such for the provision of statements and/or notifications to the opposing party, until the opposing party has informed OSPS in writing of its new address.

Article 2 General terms and conditions of the opposing party and arrangements to the contrary

Terms and conditions relating to the delivery, payment and purchase of the opposing party do not apply to the offers of OSPS, nor to the agreements entered into with OSPS.
Arrangements between the opposing party and OSPS that are contrary to the present General Terms and Conditions apply only if these arrangements have been confirmed in writing by OSPS.

Article 3 Offers, agreements and prices

All offers are without obligation. If an offer is accepted by the opposing party, OSPS will be entitled to revoke the offer within five working days of receipt of the acceptance.
The information and enclosures that OSPS provide with the offer are for information purposes and serve only to provide a general description.
If the opposing party is shown or provided with a sample prior to or at the time of the offer, this will serve only as an indication and not as an accurate representation of the goods.
OSPS retains all intellectual and industrial property rights to the designs, drawings, images, diagrams, plans, material lists, software and other documentation provided with the offer. All of these articles and other documentation will remain the property of OSPS and may not be shown or submitted to third parties without the express written permission of OSPS, nor used in any other way in dealings with third parties.
In order to provide an offer, OSPS will be required to incur many expenses in relation to the studying of data, discussions, design, engineering, the provision of advice and suchlike. If the offer does not result in the acceptance by OSPS of an opposing party assignment and OSPS has spent more than ten hours on the above work, OSPS shall charge this work to the opposing party and the opposing party will be obliged to pay OSPS for the invoice in question.
The prices will be charged that apply on the day of delivery. If one or more cost-determining factors, upon which OSPS's prices are based, are altered after the offer or the conclusion of the agreement, as a result of any circumstance whatsoever, OSPS will be entitled to increase the offered or agreed prices accordingly, without this entitling the opposing party to terminate the agreement in part or in full.
The prices stated are ex warehouse and exclusive of packaging, unless otherwise specified in the offer.
All prices are exclusive of VAT, unless otherwise specified in the offer.
All orders or assignments taken by representatives, intermediaries or employees are binding for OSPS only if they have been confirmed by OSPS in writing.

Article 4 Delivery period, delivery and risk

The delivery periods stated are an indication and may not be regarded as a deadline, unless explicitly agreed otherwise in writing.
Except in the event of intent or serious fault on the part of the OSPS, the opposing party will not be entitled to claim for damages and/or terminate the agreement if the delivery period is exceeded by up to 60 days.
If the delivery period is exceeded by more than 60 days, the opposing party must provide OSPS with written notice of default. In this notice of default, the opposing party must give OSPS a reasonable period in which to comply.
The delivery period begins on the day the opposing party receives from OSPS written confirmation of the inception of the agreement, however not earlier than after the opposing party has met any obligations in relation to the performance of the agreement, which must be effected first by the opposing party.
OSPS is authorised to deliver the goods in instalments. Orders or parts of orders that cannot be delivered immediately will be recorded for subsequent delivery; OSPS will inform the opposing party of this in writing.
The risk of damages, destruction or loss of the goods to be delivered is transferred to the opposing party as soon as these goods have left the OSPS warehouse, even if delivery free domicile has been agreed.
If the opposing party does not take delivery of the ordered or purchased goods at all, in a timely manner or in full, OSPS will be entitled to store these goods at the risk and expense of the opposing party and to demand payment as though the delivery had taken place.
All deliveries are ex factory.

Artikel 5 Overmacht

Failure on the part of OSPS to comply with the agreement may not amongst others be attributed to OSPS if the causes of this failure are not the fault or are outside the control of OSPS. Causes as referred to in the previous sentences are inter alia war, threat of war, civil war, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, exclusion, import or export obstructions, government measures, defective machinery, disruptions in the supply of gas, water or electricity and delays or interruptions in the deliveries of third parties that OSPS has to involve for the performance of the agreement.
In the case of non-attributable failure to comply with the agreement on the part of the opposing party, OSPS will be entitled to terminate the agreement in full or in part.

Article 6 Exclusion and limitation of liability

OSPS will be liable for any direct damage suffered by the opposing party caused by a failure of OSPS to comply with the agreement, except in the case of intent or serious fault, restricted to the agreed price.
OSPS will not be liable for any indirect or consequential damage, including delays in the regular course of affairs of the opposing party and/or delays in the execution of one or more of the assignments executed by the opposing party for third parties, except in the case of intent of serious fault.
OSPS excludes liability for damage incurred as a result of auxiliary persons or as a result of mistakes in drawings and/or technical data that OSPS uses on its own initiative or through the direction or instruction of the opposing party for the performance of the agreement.
OSPS excludes the liability for damage that has occurred in the performance of the agreement as a result of used goods that OSPS itself, third parties or the opposing party has made available and that prove unsuitable for the performance of the agreement.
Any goods, such as materials, semi-finished products and machines that the opposing party makes available for the performance of the agreement will not be insured by OSPS. The opposing party is required to insure these goods and to keep them remain insured for the period during which they are with OSPS.
The goods referred to Article 5 will remain for the risk of the opposing party. The opposing party is liable in respect of all damage that occurs through (the use of) these goods.

Article 7 Warranty

Without prejudice to the stipulations in Article 8 (complaints) and unless not specified otherwise in the tender, only the warranty conditions set by this supplier apply to sold and delivered goods with factory or importers or warehouse guarantee.
The opposing party must complain to OSPS on the grounds of Article 8 in respect of all goods for which no special guarantee exists as referred to in Article 8.

Article 8 Complaints

It is the duty of the opposing party to investigate whether the delivered goods conform with the agreement immediately upon delivery and if this is not possible at least without 8 days of delivery of the goods.
The opposing party must inform OSPS in writing of any failures of OSPS immediately, within at least 8 days of delivery after the discovery thereof, failing which the opposing party may not claim in respect of OSPS that the delivered goods do not conform with the agreement.
Goods that do not conform with the agreement must be returned to OSPS carriage paid within 14 days of delivery stating the packing note or invoice number; in the absence of this statement, the administration costs that OSPS must pay will be charged to the opposing party.

Article 9 Payment Conditions

Payment of the goods delivered by OSPS will be made within 30 days of the invoice date, unless agreed otherwise in writing.
OSPS is entitled to invoice partial deliveries separately.
The opposing party may not rely on setoff in respect of OSPS.
The invoice amount will be immediately due and payable upon expiry of the period referred to in Article 1. In that case, the opposing party will, without notice of default being required, be in default by operation of the law.
Upon expiry of the period referred to in Article 1, OSPS will be entitled to charge a monthly interest of 1.5% on the unpaid amount, from the date on which the opposing party is in default to the date of payment in full.
The payments made by the opposing party will first be applied to settle all costs due, the interest and subsequently those invoices that have been outstanding for the longest time, even if the other party states that the payment relates to a later invoice.
If the opposing party remains in default with regard to timely compliance with its payment obligations, as described in Article 1, the opposing party will be obliged to bear and pay in full the extrajudicial costs, legal expenses and expenses for legal expenses incurred by OSPS. These costs include other and/or higher costs than the costs to be estimated under operation of the law. In the event that OSPS petitions for the bankruptcy of the opposing party, the opposing party will be obliged, in addition to the above-mentioned costs, to pay the costs of the bankruptcy petition.
Without prejudice to the stipulations of Article 3, the opposing party will be in default by operation of the law in the case of bankruptcy, petitions for bankruptcy, suspension of payments, petition for suspension of payments, the closing down or winding up of the opposing party's company, or the placing under guardianship of the opposing party, without notice of default being required. The previous sentence will apply mutandis mutandis if the opposing party fails to fulfil its obligations arising from this agreement in full, properly or in a timely manner.
In such cases as referred to in the previous article, OSPS will have the option to suspend performance of the agreement without the need for legal intervention, to terminate the agreement in part or in full by means of a written statement to that effect, without prejudice to the right of OSPS to claim full damages.

Article 10 Security

If OSPS has due course to believe that the opposing party will not fulfil its obligations arising from the agreement, OSPS will be entitled prior or during the performance of the agreement to suspend fulfilment of the obligations, until the opposing party has at the request and to the satisfaction of OSPS provided security for the fulfilment of all its obligations arising from the agreement. This provision also applies if credit is stipulated.
After the period set by OSPS for the provision of security has expired, the opposing party will be in default by operation of the law and OSPS may terminate the agreement with the need for legal intervention by means of a written statement to that effect, without prejudice to the right of OSPS to claim full damages.

Article 11 Retention of title

The goods delivered by OSPS will remain the property of OSPS until the opposing party has fulfilled all the following obligations arising from all agreements entered into with OSPS:
- the payment(s) in connection with delivered goods or goods to be delivered;
- the payment(s) in connection with services provided or to be provided pursuant to the agreement;
- the possible claims due to non-compliance by the opposing party with (an) agreement(s) entered into with OSPS.
The goods delivered by OSPS that pursuant to Article 1 fall under the retention of title may be sold on only in the context of normal business operations. The opposing party is not authorised to further pledge or establish any other rights to goods.
OSPS will thus reserve the pledges on goods that have been transferred to the opposing party with due observance of the provisions set out in Article 1 and which the opposing party still possesses, as additional security for claims that OSPS may have or get for whatever reason in respect of the opposing party, as set out in the Dutch Civil Code This reservation of pledges also applies with respect to goods delivered by OSPS that the opposing party has adapted or processed and as a result of which OSPS's retention of title would cease to apply.
If the opposing party fails to fulfil its obligations or if there is due course to believe that it will not fulfil its obligations, OSPS will be entitled to remove or arrange the removal of the delivered goods encumbered with the retention of title set out in Article 1 from the opposing party or from third parties that are holding these goods for the opposing party. The opposing party is obliged to provide its full cooperation in this, on penalty of an immediately payable fine of 10% per day of the amount it already owes to OSPS.
If third parties want to establish or lay claim to any rights to the goods delivered under retention of title, the opposing party will be obliged to inform OSPS of this immediately in writing.
The opposing party undertakes to:
insure and keep insured the goods delivered under retention of title against fire, explosions, water damage and theft, and to provide OSPS with the insurance policy document for inspection; pledge to OSPS all claims of the opposing party in respect of insurers in connection with the goods delivered under retention of title, as defined in the Dutch Civil Code, at the first request of OSPS; pledge to OSPS the claims that the opposing party receives in respect of his purchasers on the selling on of goods delivered under retention of title, as defined in the Article 3:239 of the Dutch Civil Code at the first request of OSPS; mark the goods delivered under retention of title as the property of OSPS;

Article 12 Right of retention

OSPS is authorised to retain the goods, or other goods of the opposing party that it has in its possession or will receive, until the opposing party has paid in full the amounts owing to OSPS pursuant to the agreement entered into.
The risk of the goods and other goods subject to this right of retention will remain for the account of the opposing party.

Article 13 Limitation period

The opposing party's rights of action lapse after a maximum of one year after the occurrence of the claim.

Article 14 Consumer transactions

If the opposing party is a natural person, who does not exercise a profession or trade, the stipulations of these terms and conditions will not apply insofar as they fall within the scope of the Dutch Civil Code.

Article 15 Disputes and applicable law

Dutch law applies to all offers and agreements of OSPS.
The district court in Den Bosch has exclusive jurisdiction to hear disputes that might arise between OSPS and the opposing party, with the exception of disputes over which the subdistrict court has initial jurisdiction.

Article 16 Offers and agreements

An opposing party's offer is binding for the opposing party, unless expressly stated otherwise in the offer.
The prices stated are exclusive of VAT and apply ex works, inco terms 2000, including packing and/or packaging, unless stated otherwise in the offer.
The order confirmation from OSPS will serve to conclude and fully prove the agreement between OSPS and the opposing party. If and insofar as the order confirmation differs from the opposing party's offer, the latter party must inform OSPS of its objections in writing within 8 days of the order confirmation, failing which the agreement will be entered into.

Article 17 Delivery period and delivery

The delivery periods are binding for the opposing party, unless expressly agreed otherwise.
The delivery period begins on the day on which the opposing party receives an order confirmation from OSPS.
The opposing party will deliver the goods to the location specified in the agreement. If such a location has not been agreed, delivery will take place at OSPS's warehouse.
The delivery will take place ex works, inco terms 2000, at the location set out in Article 2.
The risk of the damage, destruction or loss of the goods to be delivered initially transfer to OSPS once the goods have been delivered to the location set out in Article 2. The goods will therefore travel at the expense and risk of the opposing party.

Article 18 Liability

If OSPS or one or more third parties incurs damage as a result of shortfalls or errors, of any nature whatsoever, in the products and/or services that the opposing party provides to OSPS and/or as a result of a delay in delivery, the opposing party will be liable for damage, consequential or otherwise, that are or will be brought against OSPS. The opposing party will indemnify OSPS against such damage.

Article 19 Transfer of ownership

The ownership of the goods delivered will be transferred to OSPS immediately after these have been delivered in accordance with the provisions of Article 2.

Article 20 Payment and setting off

The invoices to be sent to OSPS by the opposing party must meet the requirements prescribed by the law as for example set out or pursuant to the Turnover Tax Act 1968. Invoices that do not meet these requirements will be returned and not paid.
The opposing party is not entitled to increase the invoice with a so-called credit control surcharge.
Unless expressly agreed otherwise, OSPS will pay for the goods delivered by the opposing party within 30 days of receipt of the invoice. The opposing party must notify OSPS of this default by registered letter upon expiry of this period. The opposing party must specify a reasonable period for OSPS to comply in this letter.
OSPS is authorised to set off the amounts owed on the basis of the agreement or amounts to be claimed against amounts to be claimed or owed by the opposing party, for whatever reason.