Terms of service

Article 1:

  1. The version of the general terms and conditions applicable is always the one in effect at the time the purchase agreement is concluded.

Article 2: Definitions and Applicability of General Terms and Conditions

  1. MNR B.V., located in Enschede, Chamber of Commerce number 90229118, is referred to as the seller in these general terms and conditions.
  2. The counterparty of the seller is referred to as the buyer in these general terms and conditions.
  3. The seller and the buyer together are referred to as the parties.
  4. The agreement refers to the purchase agreement between the parties.
  5. These terms and conditions apply to all offers, proposals, agreements, and deliveries of services or goods by or on behalf of the seller.
  6. Deviations from these terms and conditions can only occur if expressly and in writing agreed upon by the parties.

Article 3: Payment

  1. The full purchase price must always be paid immediately in the store. For reservations, a deposit may be required in some cases. In such cases, the buyer will receive proof of the reservation and the prepayment.
  2. If the buyer fails to pay on time, they are in default. If the buyer remains in default, the seller is entitled to suspend obligations until the buyer fulfills their payment obligation.
  3. If the buyer remains in default, the seller will proceed with collection. The costs associated with this collection will be borne by the buyer. These collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
  4. In case of liquidation, bankruptcy, seizure, or suspension of payment of the buyer, the seller's claims against the buyer become immediately due and payable.
  5. If the buyer refuses to cooperate in the execution of the assignment by the seller, they are still obliged to pay the agreed price to the seller.

Article 4: Offers, Proposals, and Price

  1. Offers are non-binding unless a period for acceptance is stated in the offer. If the offer is not accepted within the specified period, the offer expires.
  2. Delivery times in offers are indicative and do not give the buyer the right to cancel or claim damages if exceeded unless expressly and in writing agreed otherwise by the parties.
  3. Offers and proposals do not automatically apply to repeat orders. This must be expressly and in writing agreed upon by the parties.
  4. The price stated in offers, proposals, and invoices includes the purchase price, VAT, and any other government levies.

Article 5: Changes to the Agreement

  1. If during the execution of the agreement it appears that changes or additions to the work are necessary for proper performance, the parties will timely adjust the agreement in mutual consultation.
  2. If the parties agree to change or supplement the agreement, this may affect the time of completion of the execution. The seller will inform the buyer of this as soon as possible.
  3. If the change or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in advance in writing.
  4. If a fixed price has been agreed upon, the seller will indicate the extent to which the change or supplement to the agreement will result in exceeding this price.
  5. Contrary to the provisions in paragraph 3 of this article, the seller cannot charge additional costs if the change or supplement is due to circumstances attributable to the seller.

Article 6: Delivery and Transfer of Risk

  1. Once the goods purchased are received by the buyer, the risk transfers from the seller to the buyer.

Article 7: Inspection, Complaints

  1. The buyer is obliged to inspect the delivered goods at the moment of delivery or as soon as possible thereafter. The buyer should examine whether the quality and quantity of the delivered goods correspond to what was agreed or, at least, whether they meet the standards that apply in normal (commercial) transactions.
  2. Complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing to the seller within 14 working days of the delivery date.
  3. If the complaint is justified within the specified period, the seller has the right to either repair, re-deliver, or cancel the delivery and send a credit note to the buyer for the corresponding part of the purchase price.
  4. Minor deviations and/or industry-standard differences in quality, quantity, size, or finish cannot be held against the seller.
  5. Complaints about a specific product do not affect other products or components of the same agreement.
  6. After the goods have been processed by the buyer, no complaints will be accepted.

Article 8: Samples and Models

  1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication, without the delivered goods needing to conform to it, unless the parties expressly agreed that the goods would conform to it.
  2. In agreements concerning real estate, any mention of surface area or other dimensions and indications is presumed to be for reference purposes only, without the delivered goods needing to conform to these specifications.

Article 9: Delivery

  1. Delivery is made ‘ex works/store/warehouse’, meaning all costs are borne by the buyer.
  2. The buyer is obliged to take possession of the goods at the moment the seller delivers or has them delivered, or at the moment the goods are made available to the buyer according to the agreement.
  3. If the buyer refuses to accept the goods or fails to provide necessary information or instructions for delivery, the seller is entitled to store the goods at the buyer's expense and risk.
  4. If the goods are delivered, the seller is entitled to charge any delivery costs.
  5. If the seller requires information from the buyer for the execution of the agreement, the delivery period begins after the buyer has provided this information to the seller.
  6. Any delivery period specified by the seller is indicative. This is never a strict deadline. In the event of exceeding the period, the buyer must provide the seller with a written notice of default.
  7. The seller is entitled to deliver the goods in parts unless otherwise agreed in writing or unless partial delivery has no independent value. The seller is entitled to invoice these parts separately.

Article 10: Force Majeure

  1. If the seller is unable to meet their obligations under the agreement due to force majeure, they are not liable for any damages incurred by the buyer.
  2. Force majeure is defined as any circumstance that the seller could not foresee at the time of the agreement and that prevents the buyer from reasonably expecting the normal execution of the agreement, such as illness, war, civil unrest, sabotage, terrorism, energy shortages, natural disasters, or strikes.
  3. Force majeure also includes situations in which suppliers from whom the seller depends for the execution of the agreement do not meet their contractual obligations unless this is attributable to the seller.
  4. If a force majeure situation arises that prevents the seller from fulfilling their obligations to the buyer, these obligations are suspended for as long as the seller is unable to fulfill them. If this situation lasts for more than 30 calendar days, the parties have the right to terminate the agreement in writing, in whole or in part.
  5. If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be done via a registered letter.

Article 11: Transfer of Rights

  1. Rights under this agreement cannot be transferred without prior written consent from the other party. This provision applies as a clause with real property effect, as defined in Article 3:83, paragraph 2 of the Dutch Civil Code.

Article 12: Retention of Title and Right of Retention

  1. The goods present at the seller's premises and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until that time, the seller can invoke their retention of title and take back the goods.
  2. If the agreed advance payments are not made or not made on time, the seller has the right to suspend work until the agreed portion is paid. In such a case, the seller cannot be held responsible for delayed delivery.
  3. The seller is not entitled to pledge or otherwise encumber goods subject to retention of title.
  4. The seller is obligated to insure and keep insured against fire, explosion, water damage, and theft any goods delivered to the buyer under retention of title, and to provide the insurance policy for inspection upon request.
  5. If the goods have not yet been delivered but the agreed advance payment has not been made according to the agreement, the seller has a right of retention. The goods will not be delivered until the buyer has paid in full and as agreed.
  6. In case of liquidation, insolvency, or suspension of payment of the buyer, the buyer's obligations become immediately due and payable.
  7. The seller is obligated to store the device for a maximum of six months. After this period, this obligation expires, and the device, along with all its parts, becomes the property of the seller, who may proceed to destroy the device.

Article 13: Liability

  1. Any liability for damages arising from or related to the execution of an agreement is always limited to the amount paid out in the relevant case under the seller’s liability insurance, plus the deductible according to the policy.
  2. The seller’s liability for damages resulting from intentional misconduct or gross negligence by the seller or their managerial subordinates is not excluded.
  3. The seller is not liable for damages to products during transport by the buyer.
  4. The seller is not liable for damages resulting from improper use.

Article 14: Obligation to Complain

  1. The buyer is required to report complaints about the work performed to the seller immediately. The complaint must contain as detailed a description as possible of the shortcoming, allowing the seller to respond adequately.
  2. If the complaint is justified, the seller is obliged to repair or replace the goods.

Article 15: Warranties

  1. If the agreement includes warranties, the following applies: the seller guarantees that the sold product complies with the agreement, functions without defects, and is suitable for the intended use by the buyer. This warranty applies for a period of two calendar years after the actual commissioning by the buyer for new controllers, unless stated otherwise.
  2. The purpose of the warranty is to establish a risk distribution between seller and buyer, where the consequences of a breach of warranty are always entirely the responsibility of the seller. The seller can never invoke Article 6:75 of the Dutch Civil Code (force majeure) in case of a breach of warranty, even if the buyer was aware or could have been aware of the breach through inspection.
  3. The warranty does not apply if the defect has arisen as a result of improper or incorrect use, or if the buyer or third parties have made or attempted to make changes without the seller's consent, or have used the product for purposes for which it is not intended.
  4. If the warranty provided by the seller relates to a product manufactured by a third party, the warranty is limited to the warranty provided by that manufacturer.

Article 16: Applicable Law

  1. This agreement between seller and buyer is exclusively governed by Dutch law. The Dutch court has jurisdiction over any disputes.
  2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  3. If one or more provisions of these general terms and conditions are deemed unreasonably onerous in a legal proceeding, the remaining provisions will remain in full force.

Article 17: Choice of Forum

  1. All disputes arising from this agreement will be exclusively submitted to the competent court.