OK Solutions General Conditions of Sale and Delivery
A. Definitions
In these General Conditions, the following definitions shall apply:
- OK Solutions: The user of these conditions.
- The other party: Any natural or legal person who purchases a product from OK Solutions or contacts OK Solutions regarding one.
- Order: The other party’s request to OK Solutions for the delivery of products, in any form whatsoever.
- Agreement: The contract between OK Solutions and the other party for the delivery of products.
- Products: All items to be delivered by OK Solutions under an agreement with the other party, including new and used machines.
B. General
These conditions apply to all offers from OK Solutions to the other party, all orders placed by the other party with OK Solutions, and all agreements between OK Solutions and the other party, unless otherwise agreed to expressly and in writing.
Deviations from these conditions are only valid if agreed upon in writing.
Any purchase or other conditions of the other party, regardless of their name, do not apply.
Should any provision in these conditions be void or invalidated, the validity of the remaining provisions shall not be affected. Void or invalidated provisions will be converted into valid provisions that, as far as possible, respect the purpose and intent of the original provisions.
C. Offers
All offers are non-binding, unless OK Solutions expressly states otherwise, and are valid for 30 days from the date of issue.
An offer may be withdrawn by OK Solutions and/or replaced by a new offer.
D. Agreement
An agreement is established when the order is accepted in writing or otherwise by OK Solutions.
Verbal commitments and arrangements made by or with OK Solutions’ subordinates do not bind OK Solutions unless confirmed in writing by OK Solutions.
Agreements are entered into on the understanding that the other party is sufficiently creditworthy.
OK Solutions is entitled to request a deposit from the other party prior to the execution of the agreement.
E. Samples and Models
The model, photo, or sample provided is for illustrative purposes to give the client an indication of the product to be supplied and does not necessarily represent the exact product, unless confirmed in writing.
F. Prices
Prices are exclusive of sales tax and other government charges, which are to be paid by the buyer.
If the other party is located in a country outside the European Union, the buyer agrees to provide all transport documents and import/export documentation within 30 days. If the other party defaults, OK Solutions will be entitled to charge sales tax.
If the price is expressed in a currency other than the Euro, OK Solutions has the right to proportionally increase the price in the event of a rise in the value of the Euro against other currencies.
Transport costs incurred by OK Solutions are not included in the price and will be charged separately, unless otherwise agreed to expressly and in writing.
G. Delivery Periods
Delivery periods begin on the day that an order has been accepted in writing by OK Solutions, after receiving a signed and completed agreement and order confirmation, and after receiving full or partial payment into its account.
Delivery periods are suspended as long as OK Solutions has not received the deposit or full payment.
Delivery times are indicative and should never be regarded as strict deadlines, unless otherwise agreed to expressly and in writing. OK Solutions will not be in default unless the other party has provided a written notice of default and granted a reasonable period for compliance.
H. Delivery
Products are delivered from the warehouses and/or storage locations of OK Solutions, unless otherwise agreed to in writing.
The other party is obligated to take possession of the products at the moment OK Solutions makes them available or at the time they are delivered.
If the other party remains in default after being notified to take possession of the products, they will be stored at their own expense and risk.
I. Product Properties
Products are delivered in the condition they are in at the time of the sales agreement.
OK Solutions does not guarantee that the products will be free of defects and/or shortcomings at the time of delivery. The other party explicitly accepts that the products may have defects and/or shortcomings.
OK Solutions does not guarantee that the products comply with relevant safety regulations. The other party explicitly accepts that the products may not comply with safety regulations.
J. Transfer of Risk
Immediately after products have been delivered to or made available to the other party by OK Solutions, they are at the expense and risk of the other party.
K. Claims
Complaints regarding the products must be made in writing within 8 days after delivery. Any claim against OK Solutions expires if this term is exceeded.
Complaints regarding invoices must be made in writing within 8 days after the other party has received the invoice.
In the case of justified complaints, OK Solutions will, at its discretion, repair or replace the products within a reasonable period. The costs of disassembly, assembly, travel, and subsistence for OK Solutions staff are at the expense of the other party.
Legal claims concerning the products delivered by OK Solutions must be filed within one year after delivery, or they will be forfeited.
The other party’s obligation to make payments is not suspended by claims.
L. Liability
The liability of OK Solutions and its employees for the products delivered by OK Solutions is limited to the obligation set out in Article K, paragraph 3, unless there is intent or gross negligence on the part of OK Solutions.
The liability of OK Solutions for its supplied products is in any case limited to direct damages incurred by the other party.
OK Solutions’ liability for its delivered products is limited to the amount that OK Solutions has invoiced or will invoice the other party for the products.
OK Solutions shall never be liable for indirect damage suffered by the other party, including consequential damages, lost profits, lost savings, and damages due to business stagnation.
Any individual, non-contractual liability of OK Solutions’ staff or third parties is expressly excluded by OK Solutions.
OK Solutions is not liable for any damage resulting from normal wear and tear, improper use or handling, or incorrect maintenance. OK Solutions is also not liable for any damage that occurs after changes or repairs are made by or on behalf of the other party, or for damages caused by non-compliance with regulations.
M. Indemnification
The other party indemnifies OK Solutions and its employees against all claims from third parties that are directly or indirectly related to the implementation of the agreement.
N. Payment
Payment by the other party shall be made in Euros, unless otherwise agreed.
The other party has no right to discounts, offsets, or suspensions.
If payment is not made as agreed, the other party will be in default by operation of law. The other party will then owe interest of 2.0% per month to OK Solutions from the date of default until the day full satisfaction is achieved.
All judicial and extrajudicial (collection) costs of OK Solutions are for the account of the other party. The extrajudicial collection costs are set at 15% of the principal amount owed by the other party to OK Solutions, with a minimum of 225 Euros. OK Solutions may also claim reimbursement of its actual judicial (collection) costs.
Payments made by the other party will first be applied to cover accrued interest and costs, and then to the longest-outstanding invoices, even if the other party specifies otherwise.
O. Retention of Title
As long as any amount is due to OK Solutions from the other party for any reason, OK Solutions retains ownership of the products it has delivered. The property will only be transferred to the other party after all amounts owed to OK Solutions, including interest and costs, have been paid in full.
If the other party fails to pay any amount owed to OK Solutions, OK Solutions will be immediately entitled to repossess the products for which it has retained ownership, wherever they may be located. The cost of repossession shall be borne by the other party.
The other party is not entitled to sell or encumber the products for which OK Solutions has retained ownership.
P. Force Majeure
If OK Solutions is unable to fulfill its obligations under the agreement, or is unable to do so in a timely manner, due to force majeure, OK Solutions may be entitled to suspend its obligations and shall not be liable for any damage caused to the other party.
Force majeure is defined as any circumstance beyond OK Solutions’ control that makes fulfillment of the agreement without shortcomings impossible, or economically or otherwise reasonably impossible, and that cannot reasonably be expected of OK Solutions.
In any event, force majeure includes illness of staff, stagnation or delay on the part of suppliers, delays during transport or importation of the products to be supplied, restrictive government measures of any nature, fire, sabotage, war, strikes, company occupation, and seizure.
If OK Solutions is unable to deliver a product to the other party because a third party has failed to deliver the product to OK Solutions in a timely manner, this shall be considered force majeure.
If OK Solutions invokes force majeure for a period longer than two months, both OK Solutions and the other party are entitled to dissolve the agreement in whole or in part by written notice to the other, without prejudice to Article Q, and without being liable for compensation for damages.
Q. Dissolution
If the other party fails to fulfill one or more of its obligations in a timely or proper manner, is declared bankrupt, is granted a (provisional) suspension of payments, proceeds with the liquidation of its business, or is subject to an attachment of its assets, OK Solutions has the right to suspend the execution of the agreement or to terminate the agreement in whole or in part without prior notice by a written declaration, all at its discretion, while retaining its right to reimbursement of costs and any attributable damages.
In the event of partial dissolution, the other party cannot claim performance that has already been canceled and is obligated to pay for the performance that has already been carried out by OK Solutions.
Dissolution of the agreement on the grounds that the other party has failed to fulfill one or more of its obligations in a timely or proper manner will result in the other party owing an immediately payable fine of 20% of the purchase price to OK Solutions, without prejudice to OK Solutions’ right to full compensation and reimbursement of the interest and costs mentioned in Article N.
R. Applicable Law
All offers and agreements to which these conditions apply are governed exclusively by Dutch law. The Vienna Sales Convention does not apply and is expressly excluded.
DISPUTES
- As far as not belonging to the competence of a District Court, all disputes between OK Solutions and the other party in the first instance only be tried by the District Court, the Hague.
These conditions are registered at the Chamber of Commerce in Zaandam, January 2006.