Terms and Conditions
GENERAL TERMS AND CONDITION FOR DELIVERY TO COSTUMERS (B2C)
B4 Aerospace B.V.
hereinafter to be referred to as: B4 Aerospace B.V.
Article 1 Definitions
1. In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.
B4 Aerospace B.V.: the user of the general terms and conditions;
Customer: an opposite party being a natural person who does not act in the course of a business or in the course of a profession;
Agreement: the agreement between B4 Aerospace B.V. and the Customer;
Customer purchase: the agreement of sale concerning a movable thing concluded by a seller acting in the course of a profession or a business, and a Customer being a natural person, who does not act in the course of a profession or business.
Article 2 General
1. The present terms and conditions shall apply to each and every offer, tender and agreement between B4 Aerospace B.V.. and a Customer, to which B4 Aerospace B.V. has declared the present terms and conditions applicable, insofar as parties have not explicitly deviated from the present terms and conditions in writing.
2. The present terms and conditions shall also apply to agreements with B4 Aerospace B.V., the execution of which calls for the services of third parties.
3. Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing. The applicability of any purchasing conditions or other conditions that the client/buyer may have is explicitly rejected and shall be of no effect.
Article 3 Offers and Tenders
1. All offers and tenders shall be free of obligation and shall be made in one written form or other, unless B4 Aerospace B.V. forgoes a written offer for practical, urgent or other reasons. The offer shall bear a date, or shall provide the possibility to be determined according to the date.
2. B4 Aerospace B.V. shall only be bound by offers and tenders if the Customer accepts such, preferably in writing, within 14 days. The prices given in an offer shall exclude VAT, unless indicated otherwise.
3. It shall not be possible to bind B4 Aerospace B.V. to his offers and tenders if the Customer should have understood in accordance with the requirements of reasonableness and fairness and according to the usual criteria in social and economic life that the offer or tender, or part thereof, obviously contains a mistake or an error in writing.
4. If the acceptance deviates (on secondary items) from the offer given, B4 Aerospace B.V. shall not be bound by it. The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless B4 Aerospace B.V. indicates otherwise.
5. A compound quotation shall not oblige B4 Aerospace B.V. to deliver part of the goods contained in the offer or tender against a corresponding part of the given quotation.
6. Offers and tenders shall not apply automatically to repeat orders.
Article 4 Conclusion of the Agreement
1. The present agreement shall be concluded through the timely acceptance by the Customer of B4 Aerospace B.V.'s offer.
Article 5 Delivery
1. Unless agreed upon otherwise, delivery shall be made ex works/store/warehouse of B4 Aerospace B.V..
2. The Customer shall be held to take delivery of the purchased goods the moment said goods are at his disposal or handed over to him.
3. If the Customer refuses to take delivery of the purchased goods or fails to give the information or instructions necessary to their delivery, the goods destined for delivery shall be stored at the Customer's risk following notification of the Customer by B4 Aerospace B.V.. In said event, the Customer shall owe all additional costs.
4. If the Customer and B4 Aerospace B.V. agree upon service, the purchased goods shall be delivered on B4 Aerospace B.V.'s account free of charge, unless B4 Aerospace B.V. communicated the conditions laid down to the Customer the moment the agreement was concluded. In the event of delivery, B4 Aerospace B.V. shall reserve the right to invoice the service charge separately.
5. If delivery in stages has been agreed upon, B4 Aerospace B.V. can suspend the execution of the parts belonging to a following stage until the Customer has approved in writing the results of the stage prior to it.
6. If, in the framework of the execution of the agreement, B4 Aerospace B.V. requires data to be given by the Customer, the term of delivery shall commence after the Customer has provided B4 Aerospace B.V. with said data.
7. If B4 Aerospace B.V. has given a term of delivery, it shall only be indicative. A given term of delivery shall therefore never constitute a term to be observed on penalty of forfeiture of rights. The final term of delivery shall, however, never exceed the given term of delivery by more than one week, unless there is a matter of force majeure. If the term of delivery is exceeded, the Customer must give B4 Aerospace B.V. notice of default in writing.
Article 6 Samples and Models
1. If B4 Aerospace B.V. has shown or given the Customer a sample or model, the good shall correspond with it, unless the showing happened or the sample was given by way of indication.
Article 7 Retention of Title
1. B4 Aerospace B.V. shall remain the full owner of the delivered good until the purchase price has been paid in full.
Article 8 Inspection & Complaints
1. The customer agrees that the products being sold by B4 Aerospace B.V. are sold ‘As Is’ and that B4 Aerospace B.V. had not agreed to or promised any type of guarantee, unless explicitly agreed upon in writing.
2. The Customer shall be held to inspect the delivered goods (to have the delivered goods inspected) the moment of delivery (handing over), but in any case in as short a period of time as possible. In this respect, the Customer must examine whether the quality and the quantity of the delivered goods comply with what was agreed upon, or at least whether they meet the requirements applying to said goods in normal (business) transactions.
3. Possible visible shortcomings must be communicated in writing to B4 Aerospace B.V. within three days following delivery and this together with the simultaneous submission of the certificate of guarantee and the defect good, unless the latter is impossible or unreasonably onerous.
4. The Customer must inform B4 Aerospace B.V. of a non-visible defect within 8 days following its detection, but in any case before the guarantee period expires, observing the stipulations of the previous paragraph of the present article. When the guarantee period has expired, B4 Aerospace B.V. shall be entitled to charge the Customer for all repair or replacement costs, including administration and shipment costs as well as call- out charges.
5. If in accordance with the previous paragraph, the Customer files his complaint in due time, he shall still be held to take delivery and effect payment of the goods purchased. If the Customer wishes to return defect goods, he shall do so following prior consent in writing from B4 Aerospace B.V.
Article 9 Transfer of Risk
1. The risk of loss of, or damage to the products being the subject of the agreement, shall be transferred to the Customer the moment said products are judicially and/or actually delivered to the Customer and therefore fall into the power of the Customer or of third parties to be appointed by the Customer.
Article 10 Price Increase
1. If B4 Aerospace B.V. agrees upon a certain price with the Customer the moment the agreement is concluded, B4 Aerospace B.V. shall nevertheless be entitled to increase the price, even in the event that the initial price was not given subject to approval.
2. If a price increase takes place within the first three months following the conclusion of the agreement, the Customer can dissolve the agreement with a written statement regardless the percentage with which the price was increased, unless
- the increase is the result of a power given to B4 Aerospace B.V. by law
- B4 Aerospace B.V. is obligated to increase the price by (virtue of) law.
- it is stipulated that delivery will take place more than three months after parties have entered into the contract.
Article 11 Payment
1. Unless agreed upon otherwise, payment must be made by wired bank transfer.
2. Unless agreed upon otherwise, payment must be made in advance.
3. Contestation of the amount of the invoices shall not suspend the fulfilment of the payment obligation.
4. B4 Aerospace B.V.’s claims and the Customers obligations vis à vis B4 Aerospace B.V. shall become due on demand in the event of bankruptcy, suspension of payment or curatorship.
5 B4 Aerospace B.V. shall be entitled to have the payments made by the Customer go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. B4 Aerospace B.V. shall have the right, without this leading B4 Aerospace B.V. to be in default, to refuse an offer for payment, if the Customer designates a different sequence of attribution. B4 Aerospace B.V. shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current interest and the costs.
Article 12 Suspension and Dissolution
1. B4 Aerospace B.V. shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in the event that:
- Customer does not fulfil or does not fully fulfil his obligations resulting from the agreement
- after the agreement has been concluded, B4 Aerospace B.V. learns of circumstances giving good ground to fear that the Customer will not fulfil his obligations. If good ground exists to fear that the Customer will only partially or improperly fulfil his obligations, suspension shall only be allowed in so far the shortcoming justifies such action.
- Customer was asked to furnish security to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded and that this security is not provided or insufficient.
2. B4 Aerospace B.V. shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
3. If the agreement is dissolved, B4 Aerospace B.V. claims against the Customer shall be forthwith due and payable. If B4 Aerospace B.V. suspends fulfilment of his obligations, he shall retain his rights under the law and the agreement.
4. B4 Aerospace B.V. shall always retain the right to claim damages.
Article 13 Collection Charges
1. If the Customer fails to fulfil one or more of his obligations or defaults on one or more of them, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the Customer. If the Customer remains in default of payment within the set time period, he forfeits an immediately payable fine of 15% on the amount due at that moment. This with a minimum of € 50.
2. If B4 Aerospace B.V. demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement.
3. The reasonable judicial and execution costs possibly incurred shall equally be borne by the Customer.
4. The Customer shall owe interest over the made collection charges.
Article 14 Safeguarding
1. The Customer shall safeguard B4 Aerospace B.V. against claims filed by third parties concerning intellectual property rights on material or data provided by the Customer, which shall be used for and during the execution of the agreement.
2. If the Customer provides B4 Aerospace B.V. with information carriers, electronic files or software etc., the former shall guarantee that said information carriers, electronic files or software are free of viruses and defects.
Article 15 Intellectual Property and Copyrights
1. Without prejudice to the other stipulations of the present general terms and conditions, B4 Aerospace B.V. shall reserve the rights and authorities to which B4 Aerospace B.V. is entitled under the Copyright Act.
2. The Customer shall not be allowed to introduce changes to the goods and material provided, unless the nature of the delivered goods and material dictates otherwise or if agreed upon otherwise in writing.
3. The designs, sketches, drawings, films, software and other material or (electronic) files, possibly produced by B4 Aerospace B.V. within the framework of the agreement, shall remain B4 Aerospace B.V.'s property, irrespective of the fact whether they have been handed over to the Customer or to third parties, unless agreed upon otherwise in writing.
4. All documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., provided by B4 Aerospace B.V., shall be destined to be used by Customer exclusively and must not be reproduced, made public or brought to the notice of third parties by Customer without prior consent from B4 Aerospace B.V., unless the nature of the documents provided dictates otherwise.
5. B4 Aerospace B.V. shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.
Article 16 Liability
1. The customer is aware, and acknowledges, the fact that the offered products are in no way airworthy and may not be used in this of any similar manner. B4 Aerospace B.V. acknowledges no liability with regard to improper or unauthorized use of the products.
2. B4 Aerospace B.V. will only be liable for damage caused during or on the occasion of the performance of the agreement, if and insofar as this damage is the result of gross negligence and/or intent by B4 Aerospace B.V. and/or its managerial subordinates. In such a case B4 Aerospace B.V. will owe a fee amounting to not more than the amount of the purchase or delivery agreement agreed by the customer and B4 Aerospace B.V. The liability of B4 Aerospace B.V. is in any event limited at all times to the amount of the payments made by their insurer, should the occasion arise.
3. B4 Aerospace B.V. is not liable for losses of any nature whatsoever caused because B4 Aerospace B.V. based itself on inaccurate and/or incomplete data provided by or on behalf of the client/buyer.
4. Any consequential loss, trading loss and/or losses by lost income of the customer of any third party, missed savings and losses by operational delays caused in any way whatsoever are not eligible for reimbursement by B4 Aerospace B.V.
5. B4 Aerospace B.V. is not liable for losses and/or accidents which are the result of incompetent and/or improper use and/or incompetent or improper application by the client/buyer of the goods and/or items supplied and/or installed and/or produced by B4 Aerospace B.V.
6. The customer indemnifies B4 Aerospace B.V. against any claims by third parties who suffer losses in connection with the performance of the agreement and of which the cause is attributable to others than B4 Aerospace B.V.
7. If B4 Aerospace B.V. is sued on that account by third parties, the customer will be obliged to assist B4 Aerospace B.V. both in as well as out of court and immediately do everything that can be expected of it in that event. Should the client/buyer fail to take adequate measures, B4 Aerospace B.V. is entitled to take these measures itself without any notice of default being required. All costs and losses on the part of B4 Aerospace B.V. and third parties caused by this will be fully at the expense and risk of the customer.
8. Without prejudice to the above, B4 Aerospace B.V. shall not be liable if the damage is attributable to intentional act or omission and / or gross negligence and / or imputable actions, or to injudicious or improper use on the part of the Customer.
Article 17 Force Majeure
1. Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
2. In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which B4 Aerospace B.V. cannot have any influence but which prevents B4 Aerospace B.V. from fulfilling the obligations. Industrial action at B4 Aerospace B.V. 's company shall also be understood to be a circumstance of force majeure.
3. B4 Aerospace B.V. shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which B4 Aerospace B.V. should have fulfilled his obligation.
4. Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts for more than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.
5. Insofar B4 Aerospace B.V. has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, B4 Aerospace B.V. shall be entitled to separately invoice the part already fulfilled or still to be fulfilled respectively. The Customer shall be held to pay this invoice as if it were a separate agreement.
Article 18 Disputes
1. The Court in B4 Aerospace B.V.'s place of business shall have exclusive jurisdiction to hear actions, unless the District Court is the competent Court. B4 Aerospace B.V. shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.
2. Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.
Article 19 Applicable Law
1. Dutch law shall apply to each and every agreement between B4 Aerospace B.V. and the Customer. The Vienna Sales Convention shall be explicitly excluded.
Article 20 Changes to the Terms and Conditions, interpretation and their location
1. The Dutch version of these general terms and conditions prevails at all time in case of disputes with regard to the interpretation and purpose of these terms and conditions.
2. The most recently filed version shall always apply, or, the case ensuing, the version valid at the time the agreement was concluded.