Terms and Conditions
Article 1. Definitions
1.1. In these general delivery and payment terms and conditions, the following terms are understood to have the following meaning, unless expressly stated otherwise or evident from the context: a. Haco: the user of these general terms and conditions: Haco Laadkleppen Service BV operating under the Name “HACO Tail Lift Parts” with its registered office at Laan van de Ram 11, Apeldoorn, the Netherlands, registered with the Chamber of Commerce under CoC number 08068445; b. client: the firm with which Haco enters into an agreement, or has received a quote from Haco, or with which Haco has a legal relationship, or for which Haco performs a legal act; c. agreement: the agreement between Haco and the client; d. website: the website www.haco-parts.com on which the client can order products from Haco.
Article 2. General
2.2. These terms and conditions apply to all quotes made by Haco, to all agreements that it concludes and to all agreements that may ensue from these agreements. 2.2. The applicability of any general or specific (procurement) terms and conditions or clauses of the client is expressly refused by Haco. 2.3. In the event that any clause of these terms and conditions should prove invalid, be made invalid, or declared non binding, the other clauses of these terms and conditions shall nevertheless remain in force. Moreover, a clause that is non-operative must be converted into an operative clause that is as close as possible in meaning to the original clause. 2.4. Any deviations from these terms and conditions shall be valid only if they have been agreed expressly in writing or by e-mail. 2.5. If Haco does not always demand strict compliance with these terms and conditions, this does not mean that such clauses do not apply, or that Haco to any degree would lose the right to require the precise compliance with the stipulations of these terms and conditions in other cases. 2.6. Haco is entitled to amend these terms and conditions unilaterally.
Article 3. Quotes
3.1. All quotes are without obligation. 3.2. If the client submits to Haco data, drawings etc., Haco may assume that these are correct and may base its offer on such. 3.3. The prices stated in the quotes are based on delivery ex works, in accordance with the Incoterms 2010. The prices quoted do not include VAT or packaging. 3:4. If its offer is not accepted, Haco is entitled to charge the client all the costs that it has had to incur in order make its quote. 3.5. Haco may not be held liable for any errors in its quotes, offers, e-mail messages or agreements. 3.6. Quotes or offers do not automatically apply to future agreements. 3.7. The range offered on the website may be altered.
Article 4. Ban on use, confidentiality and such like
4.1. Unless otherwise agreed in writing, for the purpose of a delivery or quote, HACO reserves the ownership rights, copyrights and all rights of intellectual property pertaining to the quotes made, as well to as the images, depictions, samples, and drawings, and such like. 4.2. Unless it has obtained the prior express written permission of HACO, the client is strictly forbidden to make copies of these, to imitate the products to which these refer, to use them in any other way or to submit them or show them to any third party. 4.3. In the event of any violation of this stipulation, the client is liable to pay HACO an immediately payable fine of 25,000. This fine does not prejudice the right of HACO to claim damages based on the law. 4.4. HACO is free to cease delivery of any services and/or products to the client if the latter violates this clause. 4.5. The client must return to HACO the information and data it has received as referred to in Clause 1 of this article, on the first request and within the term stipulated by HACO. In the event of any violation of this stipulation, the client is liable to pay HACO an immediately payable fine of 1000 per day. This fine does not prejudice the right of HACO to claim damages based on the law.
Article 5. Conclusion of the agreement
5.1. The agreement is concluded after the client has signed the offer or the agreement of Haco and returned this to Haco or after the client has accepted the offer of Haco in some other way.
Article 6. Placing an order via the website
6.1. An order can be placed via the website only after the client has logged in on the website. 6.2. The agreement is concluded after the client has completed the entire ordering process via the website. 6.3. The agreement can be concluded via the website only after the client has clicked that it accepts these general delivery and payment terms and conditions. 6.4. After the agreement via the website has been concluded, Haco immediately sends a confirmation by e-mail. This confirmation e-mail includes the order number and other data relating to the order of the client.
Article 7. Delivery
7.1. The place of delivery shall be the warehouse used by Haco, unless agreed otherwise. 7.2. In the case of delivery within the Netherlands up to a net value of € 500, excluding VAT, Haco is authorised to charge shipping costs, unless agreed otherwise in writing. Orders above a net value van € 500, excluding VAT, to be delivered within the Netherlands, are sent carriage paid, as long as the shipment is within the standard dimensions and weight, in which case the form of transport is at the discretion of Haco. 7.3. In the case of shipments for export up to and including a value of € 2,000, excluding VAT, Haco is authorised to charge shipping costs, unless agreed otherwise in writing. Orders above a net value of € 2,000, outside the Netherlands, are dispatched carriage paid, as long as the shipment is within the standard dimensions and weight and use is made of a standard shipment. The details will be determined in each case with the client in the offers or quotes of Haco. 7.4. Express shipments at the request of the client are not carriage paid. 7.5. The client itself is responsible for any import duties, customs formalities and taxes relating to the product. 7.6. Calculated packaging costs will be full credited after being returned carriage paid. 7.7. Haco is entitled to store products if for reasons not attributable to Haco these cannot be transported to the destination, for the cost and risk of the client, and is entitled to request payment of the purchase price as if the delivery had taken place, as well as the storage costs. 7.8. Should the client fail to take delivery of the products on time, it will automatically be in default without Haco being required to serve a notice of default. Haco is, in such a case, entitled to store the products for the account and risk of the client or to sell them to a third party. The client is always obliged to pay the purchase price, plus the storage costs and any other costs, but in such a case the costs will be minus the net yield of the sale to a third party. 7.9. All products, also those sold carriage paid, are transported at the risk of the client or alternatively the recipient, from the warehouse of Haco, even in cases in which the transporter of the shipment states on the consignment note that any damage during transport shall be charged to the sender. 7.10. The indication of a delivery time is always approximate and may never be considered a deadline. If a delivery time is exceeded the client has no right to any relevant damages compensation. Nor in such a case has it any right to annul or cancel the agreement, unless the exceeding of the delivery date is such that it can no longer be reasonably expected that the client upholds the relevant part of the agreement. The client is, in such circumstances, entitled to annul or cancel the part of the agreement that is strictly necessary, on the condition that it has notified Haco in writing and without prejudice to the right of Haco to nevertheless deliver the relevant products to the client within three weeks of receipt of the above notification. 7.11. Orders, or parts of orders, that cannot be delivered immediately will be delivered as soon as possible unless the client stipulates otherwise in advance. 7.12. In the event that goods purchased are subject to delivery on call, the client must stipulate the call in such a way that within 6 months of the agreement coming into effect all products have been called, unless an alternative call time has been agreed in writing or by e-mail. If the client has not called for delivery of the goods on time, Haco is entitled to deliver the remaining products immediately and to demand immediate payment or, after a period of at least 8 days after demanding payment, to annul the agreement unilaterally and to claim compensation for the loss suffered by Haco, including forgone profits. 7.13. Haco is entitled to deliver goods in instalments. In respect of delivery in instalments, the stipulations applying to delivery of the entire order shall apply in full.
Article 8. Prices
8.1 All prices of Haco are expressed in Euros and exclude VAT. 8.2. Price increases, ensuing from duties or taxes imposed by the government, wage rises or increases in exchange rates, that come about after the agreement has come into effect, will be charged to the client. The client is entitled, in the event that a price increase as described above is applied, to cancel the agreement signed insofar as it has not been implemented, with the proviso that this decision must be communicated in writing within ten days of receipt of the notification of the price increase.
Article 9. Force majeure
9.1. Haco is entitled to suspend compliance with its obligations if, due to circumstances that could not be foreseen at the time the agreement was concluded and that are beyond its control, a situation arises in which it is temporarily unable to fulfil its obligations. 9.2. Force majeure is understood to include: the circumstance that suppliers and/or subcontractors of Haco fail to comply with their obligations (on time), weather conditions, earthquakes, fire, theft, the loss of the materials to be processed, roadblocks, transport hindrance, government measures, power outage, internet failure, war or threat of war, riots, industrial problems, strikes or work interruptions and import or trading restrictions. 9.3. Haco is not authorised to suspend the delivery if the compliance with the obligations is of a permanent nature or if a temporary hindrance lasts more than six months. In such circumstances, the agreement may be annulled for that part of the obligations that has not been fulfilled. In such a case, the parties do not have any right to compensation for the losses suffered or incurred as a consequence of the annulment.
Article 10. Obligations of the client
10.1. The client is responsible for the timely receipt by Haco of all the information that Haco indicates as necessary, or of which it can be reasonably expected that the client should be aware for the implementation of the agreement. 10.2. In the event that the data supplied by the client are incomplete and/or incorrect, the responsibility for such is entirely for the account and risk of the client. 10.3. The client must inform Haco immediately concerning facts and circumstances that could be relevant to the implementation of the agreement. 10.4. The client is responsible for the use and the correct application of the product and for observance of the user instructions. 10.5. The client indemnifies Haco for any claim of any third party that suffers loss or damage in the context of the implementation of the agreement and which loss or damage is attributable to the client.
Article 11. Repairs
11.1. In the event that Haco in the context of the agreement carries out repair work for the client, the client must send Haco the product to be repaired at its own cost. After completion of the repair work, the product will be sent back to the client and the shipment costs will be charged to the client. 11.2. In the case of repair requests, Haco is not able to give a binding price quote in advance and any price stated must be considered a price indication.
Article 12. Guarantee
12.1. For the guarantee terms and conditions, Haco refers the client to the document “Guarantee terms and conditions”.
Article 13. Return shipments and submission for assessment
13.1. Products can be taken back only after prior agreement. All return shipments to Haco must be dispatched carriage paid and for risk of the client. Return shipments must be accompanied by a statement of the invoice number used by Haco for the delivery. 13.2. In the case of a return shipment of products delivered in accordance with the order, Haco reserves the right to deduct a percentage of the costs before crediting the value. Such return shipments shall be accepted only if the shipment is carriage paid. 13.3. In respect of used products that have been sent to Haco for assessment or for a quote for repair work and concerning which no repair order or return request has been received within three months of the assessment report of Haco or the quote for the repair work, and following a reminder, Haco reserves the right to act according to its own insight or to make the material into scrap.
Article 14. Complaints
14.1 Complaints concerning products delivered by Haco will be considered by Haco only if such complaint, with the reasons stated, is submitted in writing or by e-mail, within eight days of receipt of these products, with mention of the invoice number and packing slip number. Products already delivered by Haco will not be taken back before a statement of agreement (issue of RMA number) of Haco and subject to the provisions of Article 13. 14.2 After discovering any fault, the client is obliged to immediately cease the tooling, adaptation or installation of the relevant product. 14.3 The client is obliged to cooperate in full with Haco in any investigation into the complaint concerning the product. The client is not entitled to make a complaint concerning products that cannot be checked by Haco. 14.4 Faults concerning an individual batch of products that forms a part of a delivery of a number of batches shall grant the client the right to annul the entire agreement only if, in all reasonableness, the client cannot be expected to maintain the remaining part of the agreement. 14.5 The client may not lodge any complaints concerning faults of products against Haco as long as the client has failed to comply with any direct corresponding obligation vis-à-vis Haco. 14.6 (Used) electrical components cannot be sent back to Haco. 14.7 Complaints concerning delivered products will not be (further) considered in the event that: a. in the opinion of Haco, the product has not been correctly mounted by the client and/or by the third party engaged by the client; b. work and/or changes and/or repairs have been carried on the product by the client and/or by a third party; c. the user instructions have not been followed and controls have not been carried out accurately; d. the faults are the consequence of inexpert use or lack of expertise on the part of the client or its personnel; e. the faults are the consequence of outside circumstances such as: a natural catastrophe, explosion, terrorism, cleansing agents, dirt accumulation, landslide, floods and weather conditions; f. the faults are the consequence of any government regulation concerning the nature or quality of the materials used; g. the damage is caused by the client or by a third party (destruction); h. it is a situation of a minor deviation that is common in the trade and/or technically unavoidable; i. the faults are the consequence of components and/or products not supplied by Haco; j. the faults are the consequence of use that does not fall within the technically permitted specifications.
Article 15. Payment
15.1 Unless agreed otherwise, the payment shall be made as follows: a. cash for a purchase over the counter; b. in the case of an order via the website by means of the payment options offered on the website; c. in all other cases within 30 days of the invoice date, unless agreed otherwise in writing or via e-mail. 15.2 Irrespective of the agreed payment conditions, the client is obliged to submit sufficient security for payment at the request of Haco. If the client fails to do such before the stated deadline, it shall be considered immediately in default. In such a case, Haco is entitled to annul the agreement and claim compensation for its losses from the client. 15.3 The right of the client to set off any claims it may have against Haco is excluded, except in the case that Haco is declared bankrupt. 15.4 The claim to settle the payment immediately in full applies if: a. a payment term has been exceeded; b. the client is bankrupt or has requested suspension of payments; c. an attachment order has been imposed on the business or claims of the client; d. the client (company) is dissolved or liquidated; e. the client (natural person) is placed under legal control or dies. 15.5 If payment has not been made within the agreed payment term, the client is liable to immediately pay interest to Haco. The interest amounts to 10% per annum, but is equal to the legal rate of interest if such is higher. In calculating interest, a part of a month is considered an entire month 15.6 All legal and extralegal collection costs incurred by Haco in order to obtain payment from the client will be charged to the client. The extralegal collection costs are set at 15% of the principal sum with a minimum van € 250.
Article 16. Reservation of title and lien
15.1 Unless agreed otherwise, the payment shall be made as follows: 16.1 All products delivered and to be delivered remain exclusively the property of Haco, until all claims that Haco has or shall have against the client have been settled in full. 16.2 As long as a reservation of title applies in respect of the delivered products, the client may not use these products outside normal industrial operations and may not sell them. 16.3 The client is obliged to treat the products delivered with retention of title with the necessary care and attention and as the recognisable property of Haco. The client must at all times do what may be reasonably expected of it in order to safeguard the ownership rights of Haco. 16.4 The client is obliged to insure the products delivered with retention of title and to keep them insured against fire, explosion damage and water damage, as well as theft. 16.5 After Haco has invoked its reservation of title, it may recall the delivered products. The client must grant Haco access to the location where these products are found. 16.6 If Haco is not able to invoke its reservation of title because the delivered products have been mixed with other products, reshaped or re-drawn, the client is obliged to pledge the newly formed products to Haco. 16.7 In the case of an attachment order, suspension of payments or bankruptcy, the client shall immediately notify Haco and inform the court bailiff who is imposing the attachment order, and the administrator or receiver concerning the (ownership) rights of Haco.
Article 17. Deposit regulation
17.1 On delivery, a deposit regulation applies in respect of products where such is stated on the price list. This regulation may be on the basis of a pre-payment or post-payment of a deposit. 17.2 In the case of prepayment, the client must pay the price for the product plus the deposit. The deposit will be repaid on return of the relevant product. 17.3 The regulation of post payment is based on the understanding that the price stated on the price list assumes that after delivery of the order the product is used for returning a similar product. Based on this, the price stated in the price list is: the purchase price excluding the applicable deposit. 17.4 In the case of post payment, after the delivery of the products as determined in these terms and conditions or in the manner agreed, the product that replaces the ordered product must be returned to Haco, whereby the costs of transport are charged to the client. In the event that the products to be returned have not been received by Haco within one month of the delivery of the new products, the client shall have the opportunity to still return these products within 14 days.
Article 18. Liability and limitation
18.1 Haco may not be held liable, or expected to pay compensation, for any damage/loss that is a direct or indirect consequence of: a. an event that is in fact beyond its control and therefore cannot be attributed to its actions and/or neglect; b. any deed or negligence of the client or of its subordinates or persons employed by or on behalf of the client. 18.2 Haco may not be held liable for any damage/loss caused by the temporary or permanent unavailability of the possibility to order, or the non-availability or removal of its website due to maintenance, or for any other reason. 18.3 The colours displayed on the screen of the client may deviate from the actual colours of the product. Haco may not be held liable for such colour deviations. 18.4 Haco may not be held liable for damage/loss, of any nature whatsoever, if the information provided by the client and on which Haco has based its actions proves to be inaccurate and/or incomplete. 18.5 Haco may not be held liable for mutilation or loss of data as a consequence of sending data with the use of telecommunication facilities. 18.6 The client itself is responsible for the login codes with which it logs in on the website. Haco may not be held liable in the event that an unauthorised third party makes use of the login codes of the client. If the client becomes aware that an unauthorised third party is making use of its login codes, it must immediately notify Haco. 18.7 Haco may not be held liable for any accidents with the product or damage to the product due, for example, to wrong or inexpert use, use not in accordance with the use instructions or wrong assembly/mounting. 18.8 Haco may not be held liable for any form of damage/loss whatsoever caused by the fact that the client has failed to observe all the safety requirements. 18.9 In no case may Haco be held liable for damage/loss that comes about or is caused by the fact that the client has used the product for a purpose other than the purpose for which it is intended. 18.10 In the event that the client or a third party introduces changes to the product, Haco excludes any liability in respect of the operation of the product and any (consequential) damage. 18.11 Haco may not be held liable for damage of any nature whatsoever that ensues from, or is attributable to, deviations of the object on which or in which the product is mounted. 18.12 Haco may never be held liable for the payment of damage/loss compensation as a consequence of consequential damage. As consequential damage is in any case noted: foregone turnover, foregone profits, foregone savings, production loss, operating loss, interruption of work, loss due to stagnation , loss due to delay, substitute transport, travel expenses, damage to reputation, fines imposed and indirect damage/loss, irrespective of its cause. 18.13 In the event that Haco may be held liable for any form of damage/loss, the liability of Haco is limited to the sum paid by the insurer of Haco. In the event that the insurer in a particular case refuses to make a payment or the damage is not covered by the insurance, the liability of Haco is limited to the invoice sum, in any case to the part of the agreement that the liability refers to. 18.14 The client indemnifies Haco for claims that any third party might file against Haco concerning occurrences, deeds or negligence in respect of which Haco may not be held liable as a consequence of what has been stated above. The client is bound to indemnify Haco at its first request for all costs, damage/loss and interest that may occur for Haco as the direct or indirect consequence of a claim filed against it by a party as referred to in this clause. 18.15 Any rights of claim and other entitlement of the client of any nature whatsoever vis-à-vis Haco are in any case no longer valid after a period of 1 year has passed from the time at which the fact occurred, on the basis of which the client can address these rights and/or entitlement vis-à-vis Haco. 18.16 In the event that the client fails to act or act on time or according to its contractual obligations or its obligations that ensue from law, or acts unlawfully vis-à-vis Haco, the client must compensate Haco for the damage/loss that Haco has suffered due to this.
Article 19. Annulment and suspension
19.1 If the client wishes to annul the agreement without any shortcoming being evident on the part of Haco and Haco agrees with this, the agreement is annulled by mutual consent. Haco is entitled in such a case to compensation for all the capital loss, such as losses suffered, foregone profits and costs incurred. 19.2 Haco is entitled to annul or suspend the agreement in the event that the client fails to comply with the obligations ensuing from the agreement, or fails to comply in full. 19.3 Furthermore, Haco is entitled to annul the agreement in the event that circumstances occur, of any nature whatsoever, that make it impossible for Haco to fulfil the agreement, or if based on the criteria of reasonableness and fairness it can no longer be required to do such, or in the event that other circumstances occur that are of such a nature that the unamended upholding of the agreement may not be reasonably expected of Haco. 19.4 Haco is entitled to annul the agreement, in the event that the client requests suspension of payments or such is granted to the client, in the case that the client is declared bankrupt or submits a request to this end, in the case that the client is not in a position to pay its debts, proceeds to terminate its activities or liquidate its business, is placed under legal control, or in the case that an administrator/receiver is appointed. 19.5 In the event that Haco proceeds to suspension or annulment, it may not be held liable in any way for payment of compensation for the damage and costs, of any form whatsoever, that occur due to this. 19.6 Haco always upholds its right to claim for damage/loss compensation.
Article 20. Security and internet
20.1 Haco shall adopt appropriate security measures to protect the website from the risks of unauthorised access or alteration, as well as any cancellation or loss of the data entered by the client via the website.
Article 21. Applicable law and competent court
21.1 The laws of the Netherland apply to all agreements between Haco and the client. The Vienna Convention does not apply, nor does any other international regulation in respect of which exclusion is permitted. 21.2 Any dispute that may arise concerning the agreements between the client and Haco must be submitted to the competent court in the district where the registered office of Haco is located. The parties may agree on an alternative form of settling a dispute, such as arbitration or mediation.