General Terms and Conditions

Delivery conditions

Who are we?
1.1In these general conditions 'A&E Trading' (hereinafter referred to as 'A&E Trading') means the user of these general conditions: The private company A&E Trading B.V. trading 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:Monday to Friday between 08:30 and 17:00 hours
E-mail: sales@aetrading.nl
Chamber of Commerce number: 51500248
Dutch VAT identification number:NL850056299 B01

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

Definitions
2.1.Words used in these General Conditions, in singular or plural, shall have the meaning of the words in bold type as defined below in this article.
2.2.In these General Conditions 'Buyer' shall mean: every (legal) person, who has concluded or wishes to conclude an Agreement with A&E Trading, and besides him, his representative(s), agent(s), assignee(s) and heirs.
2.3.In these General Conditions 'offers' shall mean: all legal acts aimed at the realization of orders or other (framework) agreements, including proposals, quotations and price quotations.
2.4In these general conditions, 'products' means:
(a)Goods, which A&E Trading offers on its website, which the Customer can order such as, inter alia:
(b) drives, accessories, actuators, controls, controls, dynamic motion, lifting columns and table pedestals.
2.5.In these General Conditions 'offer' means: a document drawn up by A&E Trading in which an indication is given of the costs in connection with the products and services to be delivered by A&E Trading.
2.6.In these General Conditions 'Agreement' means: Agreement, of which the General Conditions form an integral part, concerning the purchase and delivery of products to the Buyer.
2.7.In these General Conditions 'Website' means: the website of A&E Trading B.V., to be found under the URL: https://aetrading.nl/.

Applicability and interpretation
3.1These General Conditions apply to all offers, quotations, orders, Agreements and the execution of (additional) activities between A&E Trading and the Buyer, insofar as these General Conditions have not been expressly deviated from by the parties in writing.
3.2These General Conditions also apply to all Agreements with A&E Trading, for the execution of which third parties should be involved.
3.3.The applicability of any purchase or other conditions of the Client and/or subscriber is expressly rejected by A&E Trading.
3.4Agreements deviating from these General Conditions are only applicable if confirmed in writing by A&E Trading or agreed upon in writing with A&E Trading. Such divergent arrangements shall apply only to the Assignment(s) or other Agreement(s) to which they have been declared applicable.
3.5If one or more provisions of these General Conditions are void or may be annulled, the other provisions of these General Conditions will remain fully applicable. A&E Trading and the Customer will then consult to agree on new provisions to replace the void or voided provisions, whereby if and to the extent possible the purpose and purport of the original provision will be observed.

Conflicting provisions
3.6In the event of any conflict between different documents, the following order of precedence shall apply:
(a)agreed offer;
b)these general terms and conditions.

Offers and orders
4.1.All offers, in whatever form they are made, are without obligation, unless otherwise agreed in writing.
4.2Each offer is made subject to price changes, unless otherwise agreed in writing.
4.3All offers made by A&E Trading shall be without engagement; they shall be valid for fourteen (14) days, unless otherwise indicated. A&E Trading is only bound to the offers if the acceptance thereof by the Client is confirmed in writing within fourteen (14) days, unless otherwise indicated.
4.4If the acceptance deviates (on minor points) from the offer included in the quotation, A&E Trading is not bound to 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 in case of actual execution.
4.6A&E Trading reserves the right to determine minimum quantities and a minimum purchase amount for each of the Goods to be delivered by it.
4.7The by A&E Trading provided offers, union guides, catalogs, stock lists, circulars and other advertising material mentioned sizes, weights and technical data, as well as the therein displayed illustrations are only approximate and are without engagement, unless by A&E Trading in writing expressly a guarantee is provided. The copyrights on images, drawings, schemes and designs provided by A&E Trading as well as in general on what is published by A&E Trading belong exclusively to A&E Trading; without our permission these publications or their contents may not be made available to third parties in any form whatsoever, neither wholly nor partly.
4.8In offers A&E Trading assumes that all products and movable Goods are delivered in the usual execution and that all activities can be performed in the normal way. Special requirements and circumstances will have to be notified 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 this has been taken into account by A&E Trading.

5. Prices
5.1.Unless otherwise agreed in writing and/or indicated by A&E Trading, all prices quoted will be inclusive of all levies, taxes and excise duties, etc. but exclusive of shipping costs, deposits, the deposit, VAT, and insofar as applicable any separately specified surcharges.
5.2Action items will not be returned.
5.3For the products delivered directly to the Buyer by A&E Trading prices and surcharges apply as determined by A&E Trading at the time of Delivery.
5.4A&E Trading is at all times entitled to make price changes, to which changes the Buyer will be bound.
5.5 If activities have also been agreed, A&E Trading is entitled to charge any costs related to demonstrable more or heavier activities than foreseen or to the fact that work had to be done at other than usual hours or to a delay through no fault of A&E Trading in the implementation of the activities, in addition to the agreed price. A&E Trading is also authorized to index the component labor costs, and charge the thus calculated higher labor costs.

Article 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.
6.2Said advance shall be paid by the Client immediately and will in principle be settled with the last invoice.
6.3.A&E Trading shall never owe interest to the Buyer on the amount of the advance payment.
6.4Unless expressly agreed otherwise in writing, payment of invoices in the manner to be indicated by A&E Trading will have to take place within fourteen (14) days after the invoice date, in such a way that the amount due is credited to the bank account of A&E Trading within the set period. Payment terms are always deadlines. If payment is not made on time, 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 filed by the client for other reasons shall not give the client the right to suspend or set off any payment.
6.6In case of late payment the Buyer will owe statutory commercial interest to A&E Trading as referred to in article 6:119a Dutch Civil Code.
6.7If the Client is in default with respect to the (timely) fulfillment of his obligations, the Client shall owe extrajudicial costs without further notice of default. These shall amount to at least fifteen (15) percent of the amount due with a minimum of €250.00.
6.8Only A&E Trading shall be entitled to apply set-off in respect of all claims and debts which the Buyer has or may acquire.

Delivery time and delivery
7.1. Delivery time shall mean the period stipulated in the Agreement within which the products must be delivered to the Buyer or, if services and/or activities have been agreed, the period within which these services and/or activities must be performed.
7.2. The indication of delivery times shall always be approximate and shall never be deadlines, unless expressly agreed otherwise in writing.
7.3An agreed Delivery period will only start after all necessary data are in the possession of A&E Trading and payment, if and insofar as this has to take place in advance, has been made, or the requested security or advance payment has been provided.
7.4The Buyer shall be obliged to observe the given delivery time as much as possible, but shall in no way be liable for reasonable exceeding thereof.
7.5 If the term is exceeded, the Client must give A&E Trading written notice of default. Exceeding the given Delivery Time will not entitle A&E Trading to any compensation and will not give the Client the right to cancel the Agreement or to refuse to take delivery.
7.6.Unless otherwise agreed, delivery of products and movable Goods shall take place "ex works/warehouse".
7.7. The Buyer shall be free to choose the method of transport of the goods to be delivered. Transport or movement on the premises and/or within the business premises of the Buyer are not included in the aforementioned delivery and shall take place at the expense and risk of the Buyer.
7.8.Minor deviations of the delivered products or rented movable property in terms of dimensions, color, capacity, form and packaging shall never be cause for the buyer to cancel the order in full or in part, or to refuse full or partial payment, or to claim damages.
7.9. The buyer is obliged to check the delivered products and/or movable property immediately upon receipt, both quantitatively and qualitatively. Any shortcomings or damage will have to be made known to A&E Trading.
7.10.A&E Trading is entitled to call in third parties for the realization of a Delivery.
7.11If at the request of the Buyer execution takes place within a shorter period than agreed, the related additional costs will be for the account of the Buyer. A&E Trading will forward a specification of those costs to the Customer.
7.12Return shipments of delivered products are only allowed if A&E Trading has expressly granted prior written permission to that effect.
7.13.A&E Trading is entitled to deliver and invoice orders in parts, unless agreed otherwise in writing.
7.14.Notwithstanding the foregoing, it applies to Agreements on Call, that the purchased Goods are as much as possible divided over time in equal quantities and periods. If this is not done, the Buyer will be in default without any prior notice of default and A&E Trading will be entitled to dissolve the Agreement.

Complaints and claims
8.1.Upon taking delivery of the products the Buyer shall check whether the Delivery corresponds to the order or offer made.
8.2.If the customer opens, breaks or damages packaging or products before they have been paid for, the customer undertakes to take delivery of and pay for the products concerned.
8.3Upon Delivery of the products and/or rented movable property at the address given by the Buyer, the Buyer must notify A&E Trading of visible damages, defects or shortcomings with due haste, failing which full proof will apply that the Buyer has received the products and/or rented movable property on Delivery in any event at the latest in a sound and undamaged condition.
8.4Complaints about not immediately observable shortcomings or defects concerning the delivered products and/or rented movable property must be reported to A&E Trading at the latest within seven (7) days after Delivery.
8.5Any right of claim of the Buyer on A&E Trading concerning defects in the Delivery or deficiencies in or to products delivered by A&E Trading will lapse irrevocably, as soon as the aforementioned complaint periods have expired, as well as in those situations in which the Buyer insufficiently cooperates with A&E Trading for an investigation of the merits of the complaints. The products to which complaints relate must remain available for possible inspection by A&E Trading in the condition the products were in at the time the defects were observed. The right to complain lapses after the Buyer has treated or processed the delivered products, or has had them treated or processed, or has delivered them on to third parties, unless A&E Trading has given its express permission to do so.
8.6If a complaint proves to be well-founded and the above described procedures with regard to making announcements about complaints have also been complied with, A&E Trading will deliver as soon as possible either a substitute product or substitute moveable good, or if the purchase price for the movable good concerned has already been invoiced - credit the amount corresponding with the complaint. The Buyer will in this respect never be able to claim any compensation from A&E Trading. The liability of A&E Trading is limited to the value of the delivered products and/or movable property on which the Buyer has complained.
8.7Complaints and complaints do not give the Customer the right to suspend payment of the related invoice, while compensation is expressly excluded by A&E Trading.
8.8The term for complaints on the invoices sent by A&E Trading shall not exceed seven (7) working days after the day of receipt. If no protest has been made against the invoice within that period, it shall be deemed to correctly reflect the underlying transaction(s) with A&E Trading and to have been approved by the Customer.
8.9.If a case as referred to herein occurs, A&E Trading will charge the Customer for "credit costs" consisting of 3% per shipment with a minimum of € 7.50 (whereby the amount will be rounded down to a multiple of € 2.50) on the understanding that 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 description "credit costs" (including freight and administration costs). The submission of claims does not release the customer from payment in accordance with the invoice.

Transfer of risk and liability
9.1. The risk in respect of damage and loss of the delivered products and of any and all damage arising therefrom is transferred to the Buyer immediately upon Delivery, being the moment on which the products and movable Goods are offered by A&E Trading or its transporter ready for unloading/loading to the Buyer.
9.2In case of attributable failure in the performance of an Agreement between A&E Trading and the Customer on the basis of which A&E Trading delivers one or more products to the Customer and/or performs one or more specific activities and/or services, A&E Trading will only be liable for substitute damages, that is to say compensation of the value of the performance that has been omitted. Any liability of A&E Trading for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damages or damages for lost profits.
9.3If A&E Trading is liable for compensation of damage, then the following applies:
a)primarily, if in the relevant case a payment is made by the liability insurer of A&E Trading, the liability will be limited to this paid amount, increased by the amount of the deductible that pursuant to the policy conditions will not be for the account of that insurer;
b)If no insurance has been taken out by A&E Trading in this respect or otherwise no cover is provided and thus no payment is made for A&E Trading, then the damage is limited to a maximum of the amount of the price stipulated for that Delivery/Agreement excluding VAT.
c)A&E Trading shall never be liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation;
9.4Nor shall A&E Trading be liable for damage caused:
a) due to non-compliance of the Customer with regulations attached to the use of the delivered cylinders and accessories including timely provision for periodic testing, inspection and control, or the anticipated normal use;
b) caused by improper use of the delivered goods or by the use thereof for a purpose other than that for which it is suitable according to objective standards.
c ) as a result of normal wear and tear;
d ) as a result of the applicability of any government regulation concerning the nature or quality of the materials used;
e ) as a result of materials, goods, working methods and constructions, insofar as applied or supplied on the instructions of the customer;
f) to the delivered goods, if the Buyer (or a third party) without prior written approval of A&E Trading has proceeded to repair or has performed (or has had performed) other activities to the delivered goods;
g) for damage caused by auxiliary persons of A&E Trading, A&E Trading is not liable.
9.5Limitations of liability of A&E Trading shall also extend to the directors, employees and non-subordinate representatives and auxiliary persons of A&E Trading.
9.6Condition for the creation of any right to compensation is always that the Buyer has reported the damage in writing to A&E Trading as soon as reasonably possible after its occurrence. Any legal claim of the Customer 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 for the case that the fact on which the legal claim is based could not have been discovered within this period. In that case, the relevant legal claim shall lapse one (1) year after the moment when said fact could or should have been discovered by the Customer.
9.7The Client indemnifies A&E Trading against all damage that A&E Trading may suffer as a result of claims of third parties related to the Goods or Services delivered by A&E Trading, including:
a) claimsof third parties, including employees of A&E Trading, who in connection with the execution of the Agreement suffer damage which is the result of acts or omissions of the Buyer or of unsafe situations in its business;
b)claims of third parties who suffer damage which is the result of a defect in products or services delivered by A&E Trading that were used, modified or resold by the Client under addition or in connection with own products or services of the Client, unless the Client proves that the defect is not the result of use, modification or resupply as referred to above.
9.8The limitations of liability contained in these General Conditions do not apply if and insofar as the damage is due to intent or wilful recklessness of A&E Trading.

Retention of title
10.1. A&E Trading remains owner of all products and movable Goods delivered to the Client until the purchase price for all these products and movable Goods has been paid in full.
10.2If A&E Trading within the framework of (sales) Agreements for the benefit of the Customer performs activities and/or services to be paid by the Customer, the retention of title will apply until the Customer has also paid in full any claims relating to these activities and/or services of A&E Trading.
10.3The retention of title also applies to the claims which A&E Trading may obtain against the Customer on account of failure of the Customer in one or more of his obligations towards A&E Trading.10.4.As long as the ownership has not been transferred to the Client, he may not pledge the Goods/products or grant a third party any right thereto.
10.5The Buyer is permitted to alienate/process the delivered, not yet paid products, such exclusively in the framework of his normal business operations, unless A&E Trading has summoned the Buyer in writing to immediately make the delivered products available to A&E Trading.
10.6The Buyer already now grants A&E Trading the right, where appropriate, to enter all those places where the products delivered by A&E Trading and/or movable are located, in order to enable A&E Trading to exercise its property rights and to take back the unpaid products and movable Goods. The retrieval of its products and movable property in this way leaves intact the right of A&E Trading to claim compensation from the Customer for damages suffered or costs incurred as a result of the non-fulfillment attributable to the Customer.
10.7The Buyer shall be held to insure the products and movable property for the duration of the reserved ownership against fire, explosion and water damage as well as against theft and to make the policies of these insurances available to A&E Trading for inspection upon first request. All claims of the Customer on the insurers of the products and movable property on account of the aforementioned insurances will, as soon as A&E Trading so requests, be pledged to him by the Customer in the manner set forth in Article 3:239 of the Dutch Civil Code, as additional security of the claims of A&E Trading on the Customer.
10.8If the buyer fails in the fulfillment of his payment obligations towards A&E Trading or gives A&E Trading good reason to fear that he will fail in those obligations, A&E Trading is entitled to take back the products and movable property delivered under reservation of ownership.
10.9After repossession the Customer will be credited for the market value, to a maximum of the original purchase price, less costs which A&E Trading has made by and for repossession.

Termination
11.1In cases where the Customer:
a)is declared bankrupt, proceeds to renounce estate, submits a request for payment, or all or part of his property is seized;
b)dies or is placed under guardianship;
d)fails to pay an invoice amount or a part thereof within the time allowed;
e)proceeds to strike or transfer of its business or an important change in the purpose of its business;

by the mere occurrence of one of the aforementioned circumstances A&E Trading will be entitled either to terminate (an) Agreement(s) concluded with the Client, or to dissolve (wholly or in part) without any judicial intervention being required, or to suspend the (further) execution of the Agreement, or to suspend any amount owed by the Client on the basis of services and/or work and/or activities performed by A&E Trading.E Trading pursuant to Services and/or activities and/or deliveries performed by A&E Trading, immediately and without any warning or notice of default being required, claim in full, without prejudice to A&E Trading's right to compensation of costs, damages and interest.
11.2. A&E Trading is at all times entitled to demand that the Client provides (additional) security for the fulfillment of its obligations. Failing to comply with a written demand of A&E Trading to that effect gives A&E Trading the right to immediately claim the (remaining) claim or to declare the Agreement dissolved without judicial intervention and with immediate effect, without prejudice to the right of A&E Trading to damages.
11.3. In case A&E Trading terminates (an) Agreement(s) concluded, A&E Trading is entitled - if it has meanwhile partially fulfilled its obligations under the Agreement or will be able to fulfill them - to separately invoice the part already fulfilled or to be fulfilled despite termination. The Client shall be held to pay this invoice as if it were a separate Agreement.

Amendments or supplements
12.1.A&E Trading shall at all times be entitled to amend and/or supplement these Conditions.
12.2Amendments and/or supplements will take effect after they have been brought to the attention of the Client and have no retroactive effect.
12.3If any provision of these General Terms and Conditions turns out not to be legally valid and/or loses its legal validity, this will not affect the other provisions of the General Terms and Conditions and the parties are bound to determine a new provision as soon as possible, the purport of which is as close as possible to the "old" provision.

Force majeure
13.1.In case of force majeure A&E Trading has the right to suspend the execution of the Agreement without judicial intervention, or to dissolve the Agreement in whole or in part, without A&E Trading being held to any compensation as a result.
13.2For this purpose force majeure means: every circumstance as a result of which fulfillment of the Agreement can reasonably no longer be demanded by the Client from A&E Trading. In any case force majeure includes: war, threat of war, civil war, terrorist attacks, terrorist threats, riots, flooding, water damage, acts of war, fire, occupation of the factory, strike, lockout, excessive absenteeism of A&E Trading personnel, transport difficulties, unforeseen technical complications, business disturbances at A&E Trading c.respectively at our suppliers, non-performance by our suppliers, as well as government measures including in any case import and export bans and quotas.
13.3If due to force majeure the Delivery is delayed for more than two (2) months, the parties may make arrangements to dissolve the Agreement, in any case including compensation of the costs incurred by A&E Trading.
13.4If A&E Trading at the occurrence of a Force Majeure situation has already partially fulfilled its obligations under an Agreement, A&E Trading is entitled to invoice the already performed performances separately and the Customer is bound to pay this invoice as if it were a separate transaction.

14. Transfer of rights and obligations
14.1.A&E Trading reserves the right to have its obligations performed by third parties.
14.2The Customer may transfer his rights and obligations to third parties only with the prior written consent of A&E Trading.
14.3Furthermore, in case of transfer of his obligations the Buyer will be held to provide A&E Trading, if requested, with appropriate guarantees regarding the performance of these obligations.

15. Packaging
15.1Unless the Goods are delivered by A&E Trading in factory packaging for which the supplier of A&E Trading does not charge it separately, the packaging costs will be charged extra by A&E Trading. Reusable packaging charged by A&E Trading will be credited at full price, provided it is returned freight-free in good condition and within one (1) month from the date of the relevant invoice.
15.2All Goods shall remain the inalienable property of A&E Trading.

16. Technical requirements and quality standards
16.1.All technical requirements which the Buyer wishes to set to the Goods to be delivered by A&E Trading, but which deviate from the usual or applicable (statutory minimum) requirements, will have to be explicitly reported by the Buyer to A&E Trading in writing upon entering into the Agreement and have been agreed upon in writing with A&E Trading. Deviating technical requirements set by the Customer that have not been notified to A&E Trading nor agreed upon in writing with A&E Trading will not bind A&E Trading.
16.2If the Goods to be delivered by A&E Trading in the Netherlands will be used by the Customer outside the Netherlands or will be delivered on to a third party outside the Netherlands, A&E Trading is not responsible for the compliance of the delivered Goods with the technical requirements or (statutory) standards that apply in the country where the Goods will eventually be used, unless agreed otherwise in writing.
16.3The warranty obligation of A&E Trading does not extend further than the expressly made quality statements or expressly agreed quality standards.
16.4Goods/products that pursuant to Dutch regulations should be provided with a quality mark, will be delivered by A&E Trading in the execution for which the quality mark was issued. In addition A&E Trading also delivers Goods/products that have not been provided with a Dutch quality mark.
16.5 The Goods/products offered by A&E Trading are in principle intended for sale on the Dutch market.
16.6.Sales or installation of these Goods/Products in other countries may be subject to restrictions or may not be permitted and will take place at the full risk of the Buyer. The Buyer indemnifies A&E Trading against all possible damage and costs as a result.

17. Suitability
17.1.A&E Trading does not guarantee and shall never be deemed to have guaranteed or to guarantee that the purchased item is suitable for the purpose for which the Buyer wishes to process, handle or have it used.

18. Applicable law and disputes
18.1.All offers and Agreements of A&E Trading, as well as the execution thereof by A&E Trading, are governed exclusively by Dutch law.
18.2Any dispute between the Customer and A&E Trading will, in case the court has jurisdiction, be settled by the District Court of Noord-Nederland, location Assen. A&E Trading shall, however, remain authorized to summon the Customer before the Court having jurisdiction according to law.

These general conditions were last amended on 09 May 2022.