Terms & conditions

Article 1: Definitions and Applicability

1.1 GTC: These general terms and conditions of sale and delivery of Ceemo Engineering B.V.
1.2 Agreement: Any agreement between Ceemo Engineering B.V. (hereinafter: “supplier”) and the other party regarding the purchase, sale, contracting of work, or otherwise, including all obligations arising therefrom.
1.3 Offer: Any quote or proposal made by the supplier to the other party.
1.4 Other Party: Any natural or legal person entering into an agreement with the supplier or receiving a quote.
1.5 Days: Business days, unless otherwise specified.
1.6 Complaint: Any grievance from the other party regarding the quality or quantity of the goods delivered.

Article 2: Applicability

2.1 These GTC apply to all offers, quotes, agreements, and deliveries by the supplier unless explicitly agreed otherwise in writing.
2.2 The applicability of purchase or other terms from the other party is explicitly rejected.
2.3 If any provision of these GTC is found invalid, the remaining provisions shall remain in full force and effect.

Article 3: Offers and Quotes

3.1 All offers and quotes are non-binding unless stated otherwise in writing.
3.2 Quotes are valid for 30 days unless otherwise indicated.
3.3 The agreement is concluded once the supplier provides written confirmation of the order to the other party.

Article 4: Prices and Payments

4.1 All prices are exclusive of VAT, transport costs, and other additional expenses, unless otherwise agreed.
4.2 Payments must be made within 14 days from the invoice date, unless otherwise agreed in writing.
4.3 In case of late payment, the other party is in default by operation of law, and statutory interest will be charged.
4.4 All collection costs are entirely borne by the other party.

Article 5: Delivery and Risk

5.1 Deliveries are made ex-works unless otherwise agreed.
5.2 The risk of the goods transfers to the other party upon delivery.
5.3 Stated delivery times are indicative and not binding deadlines. Exceeding these times does not entitle the other party to compensation or termination.

Article 6: Retention of Title

6.1 All goods delivered remain the property of the supplier until the other party has fully met all payment obligations.
6.2 The other party is not permitted to pledge or otherwise encumber the goods before full payment has been made.

Article 7: Warranty and Complaints

7.1 The supplier guarantees that the delivered goods comply with the written specifications agreed upon.
7.2 Complaints must be submitted in writing within 8 days of delivery.
7.3 For valid complaints, the supplier will, at its discretion, repair, replace, or credit the goods.

Article 8: Liability

8.1 The supplier’s liability is limited to direct damages up to the invoice amount of the delivered goods.
8.2 The supplier is not liable for indirect damages, including consequential damages, loss of profit, or business interruption.
8.3 The other party indemnifies the supplier against claims from third parties related to goods delivered by the other party.

Article 9: Force Majeure

9.1 In the event of force majeure, the supplier is entitled to suspend or terminate the agreement without any obligation to compensate damages.
9.2 Force majeure includes, but is not limited to, natural disasters, wars, strikes, disruptions in transport or energy supply, and supplier shortcomings.

Article 10: Intellectual Property

10.1 All intellectual property rights to designs, drawings, models, software, and other materials remain with the supplier.
10.2 The other party is prohibited from using, copying, or making these materials available to third parties without the supplier’s written permission.

Article 11: Governing Law and Disputes

11.1 All agreements between the supplier and the other party are governed by Dutch law.
11.2 Disputes shall preferably be resolved through mediation. If mediation fails, disputes will be submitted to the competent court in the district where the supplier is located.

Article 12: Amendments to Terms

12.1 The supplier is entitled to amend these terms. The amended terms will take effect on the announced date. These terms are filed with the Chamber of Commerce under number 63703173 Ceemo Engineering B.V.