General Terms and Conditions
General Terms and Conditions
Download our General Terms and Conditions.
Article 1: Applicability
These General Conditions of Sale and Delivery apply to all offers, orders, contracts of sale, contracts for services, and other agreements relating to deliveries of products and/or services by W&O Supply Netherlands B.V. All provisions herein apply unless both parties expressly provide otherwise in writing. Placing an order or accepting an invoice entails the customer’s unconditional acceptance of these general conditions.
Article 2: Orders and Agreements
All offers and information are provided without obligation and are indicative. The agreement comes into effect only after written assent or after the work or order has commenced. Verbal promises, arrangements, or other juristic acts are binding only if made or performed by authorized persons.
Article 3: Shipment of Goods
Unless stated otherwise, prices quoted are based on delivery EXW according to the latest INCOTERMS, excluding packaging, VAT, and other charges. Goods are sent at the customer’s risk and are accepted upon leaving the warehouse. Returns are not permitted without prior permission.
Article 4: Prices and Payment
Prices may be adjusted if cost price factors increase. Quotes are based on normal circumstances and working hours. Payments should be made immediately upon invoice receipt to the designated account of W&O without deductions. Late payments may incur additional administration and legal costs, and annual interest as per Article 6:119a DDC. Non-payment may result in suspension or dissolution of the agreement.
Article 5: Delivery Terms
Delivery terms are approximate and not binding. Exceeding the delivery period does not entitle the Customer to dissolve the agreement or perform work without judicial authorization. Delays due to changed working conditions or delayed materials extend the delivery time. Costs from refusal to accept delivery are borne by the Principal. Services may be suspended or canceled if payment obligations are unmet.
Article 6: Retention of Title
Goods remain property of W&O until full payment is made. Risks transfer to the customer upon shipment. Goods must be stored with appropriate care and returned upon request if unpaid. W&O is authorized to retrieve unpaid goods.
Article 7: Force Majeure
Inability to fulfill obligations due to force majeure entitles W&O to dissolve or suspend the agreement without liability for damages. Force majeure includes circumstances that prevent or unreasonably hinder performance, such as war, civil unrest, industrial action, and serious business disruptions.
Article 8: Drawings, Calculations, Descriptions, Models, etc.
Quotes, drawings, software, models, and tools by W&O remain W&O’s property. Information provided is for use solely in connection with the agreement and must not breach third-party intellectual rights. The Principal indemnifies W&O against claims arising from such breaches.
Article 9: Claim and Guarantee
Visible defect claims must be made immediately, and within five days of receipt. Non-visible defect claims must be submitted within six months. Claims lapse if not timely submitted, and legal claims must be filed within a year. Defects not covered by the guarantee include those from improper use, wear and tear, contamination, unauthorized repairs, or customer-supplied materials.
Article 10: Liability and Disputes
W&O’s liability is limited to compliance with guarantee obligations. Except for gross negligence, W&O is not liable for business interruption, consequential loss, or third-party claims. Liability is limited to the disputed delivery value. Disputes are governed by Dutch Law and handled exclusively by the Courts of Rotterdam.
Article 11: Privacy and Personal Data
Parties will cooperate to fulfill obligations under relevant personal data protection laws. W&O will process personal data only as required for agreement performance and implement measures to protect it. If necessary, a Data Processing Agreement will be attached and signed by the Customer.
