General Conditions of Sale
These General Conditions use the following terms and definitions:
a. Equana: Equana B.V. or a dealer of Equana B.V.
b. Customer: any natural or legal person who has entered into an Agreement or wishes to enter into an Agreement with Equana, as well as a person for whom Equana has carried out deliveries or work or will carry out deliveries or work as well as a person who has received an offer from Equana.
c. Agreement: any oral and written agreement concluded between the Customer and Equana and all additions and amendments thereto. This also includes all legal acts relating to this Agreement.
d. Website: www.equana.com
2. Equana B.V. is registered at the Chamber of Commerce under file number 59049340.
1. These General Conditions apply to all legal relationships between the Customer and Equana, including but not limited to all Agreements, offers, services and quotations of or with Equana, even if these have not been specified, unless the parties have explicitly agreed otherwise.
2. These General Conditions may also be invoked by employees of Equana and by third parties who are engaged by Equana.
3. Offer and acceptance
1. Offers of Equana are non-obliging, unless otherwise specified in writing. The offers are based on information known to Equana at the time the offer is made.
2. Agreements are concluded by written confirmation of Equana or by the start of the actual implementation by Equana.
3. Changes to the Agreement and/or deviations from these General Conditions shall only be valid if they have been agreed in writing and accepted by Equana. If deviations and/or modifications result in an increase in costs, Equana is entitled to charge these to the Consumer.
1. All prices stated in offers and/or Agreements are fixed and free of sales tax.
2. If the cost prices increase after the conclusion of the Agreement, Equana is entitled to charge this increase to the Consumer or dissolve the Agreement without compensation.
1. In case of free delivery, the products are for the account and risk of the Customer at the time of unloading. The Customer shall ensure proper receipt material, storage facilities and for risk-free and unhindered access to these storage facilities.
2. Equana is entitled to deliver in parts. For Agreements in which a period and/or price has been determined, acceptance must occur pro rata the agreed period.
3. If Equana is unable to deliver products to the Customer as the Customer refuses to accept them, Equana is entitled to:
a. Store the products;
b. Sell the products;
at the expense and risk of the Customer. Any resulting damage shall be for the account of the Customer.
4. Indicated or agreed delivery terms shall never be considered as deadlines, unless explicitly agreed otherwise. In the latter cases, the delivery term shall start on the date on which Equana has confirmed the order.
1. Payment to Equana must take place before the date mentioned on the invoice, without settlement, discount and/or suspension, by payment due a bank or giro account specified by Equana.
2. If payment is not made within the agreed date, the Costumer shall without further notice being required be in default and all payment obligations of the Customer to Equana shall be immediately due and payable. From that moment, the statutory interest plus 2% per (part of a) month shall be due on the principal, including all judicial and extrajudicial costs incurred for the collection. The extrajudicial collection costs shall be 15% of the owed principal with a minimum of €10,000.
3. If the maturity date of Article 6.1 is not met, Equana shall be entitled to:
a. Consider the Agreement dissolved;
b. Suspend all deliveries under Agreements with the Customer until payment has been received. The costs for storage are for the account of the Customer. Equana retains the right to claim full compensation.
4. Payments by or on behalf of the other party after the maturity date shall serve successively as payment for the owed extrajudicial costs, the court costs, the interest due, and then in order of age, the outstanding claims, regardless of any instructions from the Customer.
5. The Customer is required to cooperate with advance payment of products and/or services and/or provide sufficient security for the fulfilment of the (payment) obligations of the Customer.
6. The Customer can only object to the invoice within the payment period.
7. Duty to inspect and complaints
1. The Customer must thoroughly and professionally inspect whether the delivered products meet the Agreement upon receipt. The Customer must inform Equana thereof within 7 days after delivery, at least within 7 days after the date discovery was reasonably possible, with written and substantiated notice. If the Customer fails to do this, his right of complaint shall expire. If the Customer complains about the manner in which the Agreement has been executed by Equana, the Customer must immediately inform Equana in writing after delivery of the product or completion of the service. The direct costs for returning the products are for the account and risk of the Customer. The product may not be opened. The product shall no longer be returnable due to its nature.
2. If complaints are not made in writing and on time, the Customer is deemed to have accepted the delivered products and/or services.
3. Deviations and differences which fall within the usual trade practices, reasonable production or weight tolerance, shall not be considered shortcomings.
4. A complaint as referred to in paragraph 7.1 shall not suspend the payment obligation of the Customer.
5. If the delivered product and/or service do not comply with the Agreement, Equana shall only be required to replace the product or grant a pro rate discount on the price. This is at the sole discretion of Equana.
6. Returns shall only be accepted after Equana has agreed to them in writing in advance.
8. Reservation of ownership
1. Equana reserves the ownership of the delivered products. If an invoice of Equana for delivered product is not paid in time, or if Equana has claim on the Customer due to a shortcoming in the fulfilment of an Agreement, Equana shall have the right to keep or reclaim the ownership of the delivered product. The ownership shall transfer to the Customer when he has met all his obligations to Equana.
2. In the event Equana wants to exercise its reservation of ownerships, the Customer hereby grants Equana or third parties assigned by Equana the irrevocable permission to enter the premises where the products of Equana are located and to take them back.
3. The Customer may dispose of the products, or pledge them or encumber them in any other way, as long as the ownership of the delivered products has not been transferred to the Customer. 4. The Customer is entitled to sell the products delivered under reservation of ownership in the context of his normal business operations. The Customer has to deliver these products under the clause of the reservation of ownership.
9. Dissolution, force majeure and discharge
1. If the Customer fails to timely or properly meet any obligations resulting from this Agreement, as well as in case of bankruptcy, suspension of payments, levied attachment or liquidation of the company of the Customer, Equana has the right, without any requirement to pay compensation or without its conferred rights, to partially or completely dissolve the Agreement or to suspend the implementation thereof. Equana is in those cases entitled to claim immediate payment of the outstanding claims.
2. If Equana due to circumstances beyond its control and/or attributability, fails to timely or properly fulfil an Agreement, it shall be considered as force majeure for Equana. Equana shall in that case not be liable for the damage caused by the non or non-timely proper fulfilment of the Agreement. If a deadline for delivery has been agreed in accordance with Article 5(4), this period shall be extended by the period during which Equana is prevented by force majeure to meet its obligations.
10. Legal requirements and sales
1. Equana ensures that the design, the composition and the quality of the goods delivered on the basis of the order comply with all the relevant requirements laid down in laws and/or other relevant governmental requirements which are in force in the country of production at the time of conclusion of the purchase agreement.
2. If the Customer wants to sell the products, he shall examine whether the products and product information comply with all requirements of applicable laws and regulations within the area in which he wants to sell the product, and immediately inform Equana if any Product or product information does not comply. If the Customer does not inform Equana as referred to in the previous sentence or if he provides in accurate information, the Customer shall indemnify Equana for all claims by third parties (including government agencies) related to non-compliance of the Products with the local legislation and regulations, and of all damages and costs incurred by Equana in connection with any such claim. The Customer shall also equally indemnify Equana against any other (damage) claim of customers of the Customer in relation to the sold Products, except in cases of intent or gross negligence of Equana.
Equana is neither contractually or extra-contractually liable for damage incurred by the Customer and/or third parties as a result of any defects to products and/or services delivered under this agreement, except for gross negligence or wilful misconduct of Equana.
12. Information on the website
The content of the website has been compiled with the greatest care. Equana cannot exclude that information might be inaccurate and/or incomplete, however.
13. Miscellaneous and applicable law
1. The nullity of a provision of the Agreement shall not result in the complete nullity of the Agreement. The parties shall agree on appropriate arrangements to replace the null or invalid provisions that match the intent and intended economic results of the parties in a legally effective manner as closely as possible.
2. The administration of Equana shall act as full proof, subject the proof to the contrary by the Customer.
3. Dutch law is applicable to all agreements with Equana. The applicability of the CISG is excluded. The Dutch Court has exclusive jurisdiction to hear disputes. Equana retains the right to sue the contract party at its principal place of business, however.