Terms and Conditions A&E Trading b.v. – 2022

Terms and Conditions

1. Who are we?
1.1 These terms and conditions is issued by ‘A&E Trading’ (hereinafter referred to as ‘A&E Trading’) the user of these terms and conditions means:
The private limited liability company A&E Trading B.V. operating under the name: A&E Trading B.V.

Where are we located?
Lorentzpark 13
9351 VJ Leek
Telephone number: +31 594 58 11 58
Availability: open on Monday to Friday between 08:30 and 17:00
E-mail: sales@aetrading.nl
Chamber of Commerce number: 51500248
VAT identification number Netherlands: NL850056299 B01

1.2 A&E Trading is a technical wholesaler that specializes in linear drive technology for the business market.
1.3 A&E Trading also offers various other products such as drives, accessories, actuators, controls, controls, dynamic motion, lifting columns and table bases.

2. Definitions
2.1 Words used in these terms and conditions, whether singular or plural, have the meaning of the words in bold as defined below in this article.
2.2 In these general terms and conditions, ‘client‘ is understood to mean:
every (legal) person who has concluded or wishes to conclude an agreement with A&E Trading, and in addition to these, its representative(s), authorized representative(s), assignee(s) n) and heirs.
2.3 In these general terms and conditions, ‘offer‘ is understood to mean:
all legal acts aimed at the conclusion of assignments or other (framework) agreements, including proposals, quotations and quotations.
2.4 In these general terms and conditions, ‘products‘ is understood to mean:
a) goods, which A&E Trading offers on its website, which client can order such as:
b) drives, accessories, actuators, controls, controls, dynamic motion,lifting columns and table bases.
2.5 In these general terms and conditions, ‘quotation‘ is understood to mean:
a document prepared by A&E Trading in which an indication is given of the costs associated with the products and services to be supplied by A&E Trading.
2.6 In these general terms and conditions, ‘agreement‘ is understood to mean:
agreement, of which the general terms and conditions form an integral part, regarding the purchase and delivery of products to the client.
2.7 In these general terms and conditions, ‘website‘ is understood to mean:
the website of A&E Trading B.V., which can be found under the URL: https://aetrading.nl/.

3. Applicability and interpretation
3.1 These general terms and conditions apply to all offers, quotations, orders, agreements and the performance of (additional) activities between A&E Trading and the client, insofar as the parties have not expressly deviated from these general terms and conditions in writing.
3.2 These general terms and conditions also apply to all agreements with A&E Trading, for the execution of which third parties must be involved.
3.3 The applicability of any purchase or other conditions of the client is expressly rejected by A&E Trading.
3.4 Agreements deviating from these general terms and conditions only apply if confirmed in writing by A&E Trading or agreed in writing with A&E Trading. Such deviating agreements apply exclusively to the assignment(s) or other agreement(s), to which they have been declared applicable.
3.5 If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. A&E Trading and the client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provision will be taken into account if and as much as possible.

Contradictory provisions
3.6 In the event of any contradiction between different documents, the following order of precedence applies:
a) the approved quotation;
b) these general terms and conditions.

4. Offers and orders
4.1 All offers and quotations, submitted in any form whatsoever, are without obligation, unless otherwise in a written agreement.
4.2 Each offer is subject to price changes, unless otherwise specified.
4.3 The offers made by A&E Trading are without obligation; they are valid for fourteen (14) days, unless otherwise indicated. A&E Trading is only bound by the offers if the acceptance thereof is confirmed in writing by the client within fourteen (14) days, unless indicated otherwise.
4.4 If the acceptance (on minor points) deviates from the offer included in the quotation, A&E Trading is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless A&E Trading indicates otherwise.
4.5 Orders are only binding for A&E Trading when they have been confirmed in writing by A&E Trading, or upon actual execution.
4.6 A&E Trading reserves the right to determine minimum quantities and a minimum purchase amount for each of the goods to be delivered by it.
4.7 The offers, union guides, catalogues, stock lists, circulars and other advertising material stated in sizes, weights and technical data, as well as the images shown therein are only approximate and are without obligation, unless A&E Trading expressly provides a guarantee in writing. The copyrights to images, drawings, schemes and designs provided by A&E Trading, as well as in general to what is published by A&E Trading, belong exclusively to A&E Trading; These publications or their contents may not be made available to third parties, in whole or in part, in any form whatsoever without our permission.
4.8 In offers, A&E Trading assumes that all products and movable property are delivered in the usual manner and that all work can be performed in the normal manner. Special requirements and circumstances must be communicated to A&E Trading in advance in writing and in sufficient detail. A&E Trading will then explicitly state in the offer whether and to what extent A&E Trading has taken this into account.

5. Prices
5.1 Unless otherwise agreed in writing and/or indicated by A&E Trading, all prices quoted are denominated in euros, excluding VAT and other government levies or taxes. The prices do not include transport, storage, shipping, travel, packaging and accommodation costs, nor do they include costs for unloading, loading and cooperating with customs formalities.
5.2 Promotional items are not returnable.
5.3 Prices and surcharges apply to the products directly at the time of delivery by A&E Trading.
5.4 A&E Trading is at all times entitled to implement price changes, to which changes the client is bound.
5.5 If work has also been agreed, A&E Trading is authorized to pay any costs related to demonstrably more or heavier work than foreseen or to the fact that work had to be done at other than usual hours or delays in the performance of the work through no fault of A&E Trading above the agreed price. A&E Trading is also authorized to index the wage component, and to charge the higher labor costs calculated in this way.

6. Advance, invoice and payment
6.1 A&E Trading is entitled to demand payment of an advance prior to the execution of the agreement.
6.2 The advance must be paid immediately by the client and will in principle be set off against the last invoice.
6.3 A&E Trading will never owe interest to the client on the amount of the advance.
6.4 Unless expressly agreed otherwise in writing, payment of invoices must be made in the manner to be indicated by A&E Trading within fourteen (14) days after the invoice date, such that the amount owed is credited to A&E Trading’s bank account within the specified period. The payment terms are always strict deadlines. In the event of late payment, the client will be in default without further notice or notice of default.
6.5 Any disputes between the client and A&E Trading about quality or complaints submitted by the client for other reasons do not entitle the client to suspend or set off any payment.
6.6 In the event of late payment, the client owes A&E Trading statutory commercial interest as referred to in article 6:119a of the Dutch Civil Code.
6.7 If the client is in default or in default with regard to the (timely) fulfillment of its obligations, the client will owe extrajudicial costs without further notice of default. These amount to at least fifteen (15) percent of the amount due with a minimum of € 250.00.
6.8 Only A&E Trading is entitled to set off all claims and debts that the customer has or may incur.

7. Delivery time and delivery
7.1 Delivery time is understood to mean the period specified in the agreement within which the products must be delivered to the client or, if services and/or activities have been agreed, the period within which these services and/or activities must be performed.
7.2 The statement of delivery times is always indicative and is never strict deadlines, unless expressly agreed otherwise in writing.
7.3 An agreed delivery time only takes effect after all necessary information is in the possession of A&E Trading and payment, if and insofar as this must be made in advance, has been made, or the requested security or advance has been provided.
7.4 A&E Trading is obliged to observe the stated delivery time as much as possible, but is in no way liable for any reasonable exceeding thereof.
7.5 If the term is exceeded, the client must give A&E Trading a written notice of default.
7.6 Under no circumstances does exceeding the agreed delivery or implementation period give the client the right to compensation or to terminate the agreement. The client indemnifies A&E Trading against any third-party claims due to exceeding the delivery or implementation period.
7.7 Unless otherwise agreed, delivery of products and movable property takes place at the business location of A&E Trading.
7.8 The client is free to choose the mode of transport of the goods to be delivered. Transport or relocation on the site and/or within the client’s business premises are not included in the aforementioned delivery and are at the client’s expense and risk.
7.9 Minor deviations from the delivered products or rented movable property in size, color, capacity, shape and packaging are never a reason for the customer to cancel the order in whole or in part, or to refuse payment in whole or in part, or to claim compensation.
7.10 The client is obliged to check the delivered products and/or movable property immediately upon receipt, both quantitatively and qualitatively. Any shortages or damage must be made known to A&E Trading.
7.11 A&E Trading is authorized to engage third parties for the realization of a delivery.
7.12 If execution takes place at the request of the client within a shorter term than agreed, the associated additional costs will be borne by the client. A&E Trading will provide the client with a specification of those costs.
7.13 Return shipments of delivered products are only permitted if A&E Trading has given explicit prior written permission for this.
7.14 A&E Trading is entitled to deliver and invoice orders in parts, unless otherwise agreed in writing.
7.15 Without prejudice to the foregoing, it applies to on-call contracts that the purchased goods are divided as much as possible in equal quantities and terms over time. If this does not happen, the client is in default without any prior notice of default and A&E Trading is entitled to terminate the agreement.

8. Complaints
8.1 Upon receipt of the products, the client must check whether the delivery corresponds to the order or quotation made.
8.2 If the client opens, breaks or damages packaging or products before these have been paid, the client undertakes to purchase and pay for the products concerned.
8.3 Upon delivery of the products and/or rented movable property to the address specified by the client, visible damage, defects or shortcomings must be made known to A&E Trading with due speed, failing which full proof applies that the client has received the products and/or rented movable property on delivery in any case in a sound and undamaged condition.
8.4 Complaints about shortages or defects that are not immediately apparent with regard to the delivered products and/or rented movable property must be reported to A&E Trading no later than seven (7) days after delivery.
8.5 Any right of claim of the client against A&E Trading relating to errors in the delivery or defects in or to products delivered by A&E Trading lapses irrevocably as soon as the aforementioned complaint periods have expired, as well as in those situations in which the client does not provide A&E Trading with sufficient cooperation for an investigation into the merits of the complaints. The products to which complaints relate must remain available for inspection by A&E Trading in the condition in which the products were at the time the defects were discovered. The right to complain lapses after the client has processed or processed the delivered products, or has had them processed or processed, or has delivered them to third parties, unless A&E Trading has given explicit permission to do so.
8.6 If a complaint proves to be well-founded and the procedures described above with regard to making complaints about complaints have also been complied with, A&E Trading will either supply a replacement product or replacement movable property as soon as possible, or if the purchase price for the product concerned is the movable property has already been invoiced – credit the amount corresponding to the complaint. The client will never be able to claim any compensation from A&E Trading in this type of situation. The liability of A&E Trading is limited to the value of the delivered products and/or movable
8.7 Complaints do not entitle the client to suspend the payment of any invoice and A&E Trading is not obliged to compensate.
8.8 The complaint term on invoices sent by A&E Trading is no more than seven (7) working days after the day of receipt. If no protest is made against the invoice within that period, it is deemed to correctly reflect the underlying transaction(s) with A&E Trading and to have been approved by the client.
8.9 In the event of a case as referred to herein, A&E Trading will charge the client for ‘credit costs’ consisting of 3% per shipment with a minimum of €7.50 (the amount being rounded down to a multiple of €2.50). For products with a value of more than €250.00 a fixed amount of €12.50 per product will be charged. An amount will be charged with the description ‘credit costs’ (including freight and administration costs). Submitting complaints does not release the client from payment obligation in accordance with the invoice.

9. Risk transfer and liability
9.1 The risk regarding to damage and loss of the delivered products and of any damage resulting therefrom transfers to the client immediately upon delivery, being the moment at which the products and movable property are offered by A&E Trading or its transporter ready for unloading/loading to the client.
9.2 In the event of an attributable failure in the performance of an agreement between A&E Trading and the client on the basis of which A&E Trading supplies one or more products to the client and/or performs one or more specific activities and/or services, A&E Trading is only liable for alternative compensation. That means compensation for the value of the failed performance. Any liability of A&E Trading for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage or damage due to lost profit.
9.3 If A&E Trading is liable for the compensation of damage, the following shall apply:
a) The obligation of A&E Trading to compensate damages – regardless of the grounds – is limited to the damage against with A&E Trading is covered under an insurance policy taken out by it or on its behalf. However, the scope of this obligation is never greater than the amount paid out under this insurance plus the amount for the excess under the policy conditions.
b) If no insurance has been taken out by A&E Trading in this respect or otherwise no coverage is provided and thus no payment is made for A&E Trading, the damage is limited to a maximum amount of the price excluding VAT stipulated for that delivery/agreement.
c) A&E Trading is never liable for indirect damage, including: consequential damages, loss of profits, loss of savings, business interruption damage, penalties, transport costs and travel and subsistence expenses;
9.4 A&E Trading is also not liable for damage caused:
a) by failing to comply with the client’s requirements relating to the use of the cylinders and accessories supplied, including making available in good time for periodic inspection, inspection and monitoring or for the normal use envisaged;
b) caused by improper use of the supplied or by its use for a purpose other than that for which it is suitable by objective criteria;
c) as a result of normal wear and tear;
d) by the applicability of any public regulation concerning the nature or quality of the materials used;
e) by materials, goods, processes and structures, as far as is possible instruction from the client applied or supplied;
f) to the delivered goods, when the client (or a third party) has, without prior written approval of A&E Trading, carried out repairs or other work on the delivered goods;
g) for damage caused by auxiliary persons of A&E Trading, A&E Trading is not liable.
9.5 Limitations of liability of A&E Trading also extend to the benefit of the directors, employees and non-subordinate representatives and auxiliary persons of A&E Trading.
9.6 The condition for the creation of any right to compensation is always that the client has reported the damage to A&E Trading in writing as soon as reasonably possible after it has arisen. Any action by the client against A&E Trading shall lapse one (1) year after the termination and/or completion of the execution of the agreement to which the claim relates, except in the event that the fact on which the claim is based could not have been established within this period. In this case, the relevant legal claim shall lapse one (1) year after the moment when the client could or should have noted the said fact.
9.7 The client shall indemnify A&E Trading against all damage that A&E Trading may suffer as a result of claims by third parties related to the goods or services provided by A&E Trading, including:
a) claims of third parties, including employees of A&E Trading, who suffer damage in connection with the performance of the agreement resulting from actions or omissions of the client or from unsafe situations in his company;
b) claims of third parties who suffer damage resulting from a lack of products or services supplied by A&E Trading which have been used, modified or supplied by the client under addition or in connection with the own products or services of the client. Unless the client proves that the defect is not the result of use, alteration or forwarding as intended.
9.8 The limitations of liability contained in these general conditions shall not apply if and insofar as the damage is due to intent or deliberate recklessness of A&E Trading.

10. Retention of title
10.1 A&E Trading remains the owner of all products and movable goods delivered to the client until the purchase price for all these products and movable goods has been fully paid.
10.2 If A&E Trading carries out and/or services to be paid by the client in connection with (sales) agreements for the benefit of the client, the retention of title shall apply until the client has fully satisfied claims relating to these activities and/or services of A&E Trading.
10.3The retention of title also apply to the claims which A&E Trading may obtain against the client due to the failure to fulfill one or more of its obligations with A&E Trading
10.4 As long as the delivered goods are subject to retention of title, the client may not encumber or dispose of these goods other than in the course of its normal business operations. This provision has effect under property law.
10.5 The client hereby grants A&E Trading the right, where appropriate, to enter all the places where the products and/or movable products supplied by A&E Trading are located. The client enables A&E Trading to exercise its property rights and to take back the unpaid products and movable property. The recovery of its products and movable property in this way shall not affect the right of A&E Trading to claim compensation from the client for damage or costs incurred as a result of the non-fulfillment attributable to the client.
10.6 The client shall be obliged to insure the products and movable property for the duration of the reserved property against fire, explosion and water damage as well as against theft and to give the policies of these insurance to A&E Trading at first request for inspection. As soon as A&E Trading requests this, all claims of the client to the insurers of the products and movable property under the said insurance policies will be pledged by the client to him in the manner specified in article 3:239 of the Dutch Civil Code, to several security for the claims of A&E Trading on the client.
10.7 If the client fails to fulfill his obligations toward A&E Trading or gives A&E Trading good grounds to fear that he will be failing in these obligations, A&E Trading is entitled to take back the products and movable property delivered under retention of title.
10.8 After taking back, the client shall be credited with the market value, up to a maximum of the original purchase price, with the deduction of the costs incurred by and for taking back A&E Trading.

11. Termination or cancellation of the agreement
11.1 In cases where the client:
a) has filed for bankruptcy or suspension of payments, is declared bankrupt, has been declared a surrender of assets or has been confiscated in whole or part of his property;
b) a payment term has been exceeded and failed to pay an invoice amount;
c) stop or transfer his holding or a substantial part of the company orchange the objective of the company;

A&E Trading has the right, by the mere occurrence of one of the above circumstances, to terminate either (a) concluded agreement(s) with the client or (in whole or in part) to terminate without any judicial intervention being required or to suspend (further) implementation of the agreement or any amount due by the client on the basis of services and/or activities and/or deliveries performed by A&E Trading, immediately and without any warning or notice of default being required, to be claimed in its entirety, without prejudice to A&E Trading’s right to compensation of costs, damages and interest.

11.2 A&E Trading is entitled at all times to require that the client (additional) provide security for the fulfillment of its obligations. Failure to comply with a written notice of A&E Trading gives A&E Trading the right to demand the (remaining) claim immediately or to declare the agreement without judicial intervention and with immediate effect terminated, without prejudice to the right of A&E Trading to compensation.
11.3 In the event of A&E Trading (an) agreement(s) being terminated, A&E Trading is entitled – if it has already fulfilled or will be able to fulfill its obligations under the agreement in part – to invoice separately the part already fulfilled or to be completed. The client is obliged to pay this invoice as if it were a separate agreement.
11.4 The client is not entitled to cancel or terminate the agreement, unless A&E Trading agrees to this. If A&E Trading agrees, the client will owe A&E Trading an immediately due and payable compensation equal to the agreed price, with the deduction of the savings for A&E Trading as a result of the termination. The compensation will be at least 20% of the agreed price.

12. Amendments or additions
12.1 A&E Trading is entitled to change and/or supplement these conditions at all times.
12.2 Amendments and/or additions shall take effect after they have been notified to the client and shall not have a retroactive effect.
12.3 If any provision of these conditions is found to be invalid and/or to be invalid, this shall not affect the other provisions of the general conditions. Client and A&E Trading shall as soon as possible adopt a new provision to the extent as close as possible to “old” provision.

13. Force majeure
13.1 In the event of force majeure, A&E Trading is entitled to suspend the execution of the agreement without judicial intervention or to terminate the agreement in whole or in part, without A&E Trading being obliged to pay any compensation.
13.2 Force majeure include any circumstance that could reasonably prevent A&E Trading from fulfilling the agreement with the client.
13.3 Force majeure includes, inter alia, if third parties engaged by A&E Trading – such as suppliers, subcontractors and transporters, or other parties that the client is dependent on – do not meet their obligations at all or on time, or circumstances due to weather conditions, natural disasters, flood, water damage, molest, terrorism, riot, cybercrime, disruption of digital infrastructure, fire, power failures, loss, theft or loss of tools, materials or information, roadblocks, strikes or work interruptions, excessive absenteeism of staff at A&E Trading, as well as government measures, including import or trade restrictions such as import and export bans and quotas.
13.4 If, by force majeure, the supply is delayed for more than two (2) months, the parties may make arrangements for the termination of the agreement, in any event including compensation for the costs incurred by A&E Trading.
13.5 If A&E Trading has already partially fulfilled its obligations arising from an agreement when a situation of force majeure occurs, A&E Trading is entitled to invoice the performance already performed separately and the client is obliged to pay this invoice as if it was a separate transaction.

14. Transfer of rights and obligations
14.1 A&E Trading is entitled to transfer its obligations to third parties.
14.2 The client may transfer his rights and obligations to third parties only with the prior written consent of A&E Trading.
14.3 In addition, in the event of the transfer of its obligations, the client shall be obliged to provide A&E Trading, upon request, with appropriate guarantees in respect of the fulfillment of these obligations.

15. Packaging
15.1 Unless the goods are delivered by A&E Trading in a factory packaging, which the supplier of A&E Trading does not charge it separately, the packing costs will be charged by A&E Trading. Re-usable packaging calculated by A&E Trading is credited for the full price, provided that it has been returned in good condition and free of charge within one (1) month of the date of the invoice concerned.
15.2 All packaging goods remain the inalienable property of A&E Trading.

16. Technical requirements and quality standards
16.1 All technical requirements which the client wishes to impose on the goods to be delivered by A&E Trading but which differ from the usual or current (statutory minimum) requirements, upon entering into the agreement, must have been explicitly reported in writing by the client to A&E Trading and agreed in writing with A&E Trading. Technical requirements which have not been communicated to A&E Trading and which have not been agreed in writing with A&E Trading are not binding on A&E Trading.
16.2 If the goods to be delivered by A&E Trading in the Netherlands will be used by the client outside the Netherlands or handed over to a third party outside the Netherlands, A&E Trading is not responsible for fulfilling the delivered goods to the technical requirements or (legal) standards applicable in the country where the goods will eventually be used, unless otherwise agreed in writing.
16.3 The guarantee obligation of A&E Trading does not extend beyond the expressly made quality clauses or expressly agreed quality standards.
16.4 Goods/products which must be certified under Dutch legislation shall be delivered by A&E Trading in the execution for which the label was issued. In addition, A&E Trading also carries goods/products that are not marked with a Dutch mark.
16.5 The goods/products offered by A&E Trading are, in principle, intended for sale on the Dutch market.
16.6 The sale or installation of these goods/products in other countries may be restricted or prohibited and shall be at the full risk of the client. Client indemnifies A&E Trading for all possible damage and costs as required.

17. Fitness
17.1 A&E Trading does not guarantee and is never deemed to have guaranteed or to ensure that the purchased is suitable for the purpose for which the client wishes to process, process, use or use it.

18. Applicable law and competent court
18.1 All offers and agreements of A&E Trading and the implementation thereof by A&E Trading the Dutch law exclusively applies.
18.2 The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation that may be excluded.
18.3 Any dispute between the client and A&E Trading will be settled by the District Court of the Netherlands, Assen. However, A&E Trading remains authorized to subpoena the client before the court competent under the law.

These terms and conditions were last modified on 9 May 2022. 

These Terms and Conditions constitute a comprehensive translation of the Dutch version of the Terms and Conditions of A&E Trading B.V. 2022. The Dutch version will prevail in the explanation and interpretation of this text. 

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