Terms of delivery

From the private company Motexion Equipment BV and Motexion Protective Products BV, both located in Vlaardingen

Article 1 – General
1.1 These terms and conditions apply and form one whole with all agreements to be concluded by Motexion Equipment BV and Motexion Protective Products BV, both with regard to work and/or services to be contracted or to be performed, such as the installation or repair of accessories, as well as with regard to the sale and delivery of goods as well as with regard to any other nature.
1.2 Unless expressly stated otherwise, both Motexion Equipment BV and Motexion Protective Products BV are referred to as “contractor” in the following.
1.3 The client is any natural person or legal entity to whom an offer and/or order confirmation has been addressed by the contractor, or with whom any agreement is concluded with regard to the subjects referred to above under 1.1.
1.4 Additional and/or deviating terms and conditions of the client or of third parties – which also include purchasing conditions – do not bind the contractor, unless they have been accepted in writing by the contractor. In the event of any conflict between these terms and conditions and those of any client or third party, these terms and conditions shall prevail.
Article 2 – Quotations and Offers
2.1 An agreement is only concluded after explicit acceptance by the contractor, either because the contractor confirms the assignment in writing, or because the contractor has started with the implementation or preparation of the agreement.
2.2 All offers are without obligation. Descriptions in offers – including images, drawings, specifications of capacities, schedules, price lists, lists of materials and other documentation – are as accurate as possible, but do not bind the contractor. Changes of a technical nature are reserved by the contractor.
2.3 In the case of composite offers, there is no obligation to deliver a part against a corresponding part of the price quoted for the whole.
2.4 Changes in the execution of the order that are still required by the client after the assignment has been given, must be notified to the supplier in writing and in a timely manner. If they are issued orally or by telephone, the risk for the implementation of the changes is borne by the client.
2.5 The copyright on advice provided by the contractor, drawings, script, images and descriptions remain the property of the contractor at all times.
Article 3 – Prices
3.1 All prices are exclusive of turnover tax (VAT) and other levies imposed by the government and apply “ex warehouse”, unless otherwise agreed in writing. The Contractor has the right to charge all price-increasing factors – including an increase in cost prices and rates for materials, wage costs, social security charges, taxes, transport costs, (factory) prices of suppliers, as well as a change in exchange rates – that have arisen after making to pass on the offers or the conclusion of the agreement to the client.
3.2 After notification of this change, the client has the right to dissolve the agreement if the increase in the stipulated price by the contractor takes place within three months after the conclusion of the agreement. The cancellation must take place within one week of that notification.
3.3 Changes to the original order of any nature whatsoever, made in writing or otherwise by or on behalf of the client, which cause higher costs than can be counted on in the quotation, will be charged extra to the client.
Article 4 – Assembly
4.1 Where necessary, the assembly work is based on drawings sent to the client in advance. The dimensions and data specified herein must be checked by the client on site. The suitability of the construction of the vehicle in which the products are mounted is the responsibility of the client.
4.2 When carrying out assembly work, the Contractor accepts no liability for injury to persons, for damage to buildings, vehicles, installations or other goods, as well as for other damage that may arise as a direct or indirect result of an act or omission by itself, its subordinate, or other persons who have been put to work by or on behalf of him, unless there is gross negligence or intent.
Article 5 – Delivery
5.1 Agreed delivery or performance periods commence at the time when the agreement is concluded and the contractor possesses all data and items required for the delivery or performance. If the client owes an installment, the delivery term will only commence after receipt of this amount. The
delivery times specified by the contractor shall never be regarded as strict deadlines, unless expressly agreed otherwise. In the event of non-delivery or late delivery, the contractor must therefore be given written notice of default.
5.2 Exceeding the delivery time does not entitle the client to non-fulfilment or suspension of any obligation towards the contractor or to compensation.
5.3 The client will always provide the contractor with all necessary and necessary data or information for a correct and timely performance of the agreement. If information necessary for the implementation of the agreement is not available to the contractor, or not in time or not in accordance with the agreements, or if the client does not fulfill its obligations in any other way, the contractor has the right to suspend the performance of the agreement and the contractor has the right to charge additional costs in accordance with the usual rates of the contractor.
5.4 Unless agreed otherwise, delivery will be made ex factory/warehouse/(mobile) workshop. Goods to be delivered are transported entirely at the expense and risk of the client, unless otherwise agreed in writing.
5.5 Whenever, for any reason; the client does not take delivery at the time when the delivery is to take place, the agreement will therefore be deemed to have been dissolved after summons and notice of default by the contractor and the client will be obliged to compensate all damage(s) suffered by the contractor as a result. If the contractor agrees to a later time of delivery than agreed, the client will bear all costs resulting therefrom, including the costs of temporary storage of the goods to be delivered.
5.6 The contractor is entitled to suspend delivery if the client has not yet fulfilled its payment obligations under previous deliveries.
5.7 Any partial delivery or the provision of a partial service, including the delivery of parts of a composite order, can be invoiced; in such case, payment must be made in accordance with the provisions of Article 6.
Article 6 – Payment
6.1 Unless agreed otherwise, payment must be made within 30 days of the invoice date without deduction of any discount, by transfer to the bank account stated in the invoice. Set-off or suspension is not permitted.
6.2 The Contractor has the right at all times to demand advance payment, cash payment or security for payment.
6.3 Irrespective of any other indication/mention by the buyer, his
payments will first be deducted from the costs incurred by the contractor for the collection and/or retention of its claim(s), then from the interest owed by the buyer and finally from the longest outstanding invoices/debts.
6.4 In the event that the payment term is exceeded, the contractor is entitled to charge the client an interest of 1% per month from the due date of the invoice, whereby part of a month is counted as a whole month. Article 6:119 paragraph 2 of the Dutch Civil Code applies mutatis mutandis.
6.5 In the event of non-compliance or late compliance with any obligation of the client, the contractor has the right to charge extrajudicial collection costs if the contractor is forced to charge a third party with the handling of the case. These costs will be calculated according to the degressive collection rate of the Netherlands Bar Association, without prejudice to the contractor’s right to claim higher extrajudicial collection costs, if these have been incurred. In the event that proceedings have been conducted between the contractor and the client in which the client has been ordered to pay the costs of the proceedings largely or in full, the client will owe the contractor all costs of the proceedings, including amounts not awarded by the Court.
Article 7 – Retention of title/right of retention
7.1 All goods delivered to the client remain the property of the contractor until all amounts that the client owes for the goods delivered or to be delivered or work performed or to be performed pursuant to the agreement or due pursuant to the provisions of these terms and conditions or due due to shortcomings in the compliance with the agreements referred to above have been paid in full to the contractor. Rights are always granted to the client or, as the case may be, transferred on the condition that the client pays the agreed fees on time and in full.
7.2 As long as the ownership of the goods has not passed to the client, the client may not process, pledge, transfer ownership of the goods or grant third parties any other right thereto. The client is obliged to keep the goods delivered under retention of title with due care and recognizable as the property of the contractor. In the event of a violation of this provision, the purchase price, irrespective of any other stipulation, shall become immediately due and payable in full.
7.3 In the event of default by the client to pay the amount due as referred to in paragraph 1, the contractor is hereby irrevocably authorized by the client to take back the goods delivered under retention of title (or have them taken back) without any judicial intervention, demand or notice of default. The client must do this to cooperate under penalty of a fine of € 1,000 (one thousand euros) per day that he fails to do so. The agreement will not be dissolved by repossession, unless the contractor has notified the client of this.
7.4 The contractor who has goods of the client in his possession is entitled to retain those goods until payment of all costs incurred by the contractor for the execution of an assignment from the same client, irrespective of whether these assignments relate to the aforementioned or other goods of the client. unless the client has provided sufficient security for those costs.
Article 8 – Complaints
8.1 Work/services are deemed to have been performed when they are presented for inspection.
8.2 The client is obliged to inspect or approve the delivered goods or the work/services performed immediately upon delivery.
8.3 The client must report complaints about the goods delivered or the work performed to the contractor in writing within eight days after the delivery has taken place or the work/services have been performed. In the case of hidden defects in delivered goods, a period of eight days applies after such defect has been discovered or could reasonably have been discovered. If the aforementioned terms are exceeded, any claim against the contractor in this respect will lapse.
8.4 Submitting a complaint does not suspend the payment obligation of the client.
8.5 Return shipments are not permitted without the prior consent of the contractor and are at the expense of the client.
8.6 Subject to evidence to the contrary, the information stated on delivery documents, waybills, delivery notes and the like are deemed to be correct.
Article 9 Changes in orders, Complaints and Return shipments
9.1 Principles
The contractor would like to cooperate constructively and consistently with changes to current assignments. To avoid discussion, we have formulated a number of principles below, with which a workable solution can be offered to the client and the end user in a clear and reasonable manner.
9.2 Changes and cancellations by the client
If no costs have yet been incurred or irreversible obligations have been entered into, this can be done free of charge up to 2 working days before the planned delivery day
This is possible within the period of 2 working days at the actual costs incurred with a minimum of 15% of the sales value.
In the event of changes, the planned delivery time will expire and a new delivery date will be agreed.
9.3 Complaints due to damage or shortcomings
In this case, the cause of the error lies with the contractor or transporter. The repair action takes place at no cost to the client, provided that:
The damage has been noted on the consignment note (costs can then be recovered from the carrier).
Shortcomings will be reported within 1 week (5 working days) after the goods have arrived at the fitting dealer.
9.4 Return Shipments
In this case, the goods have been delivered as agreed (and on time) but the customer ultimately does not need them and wants to “sell them back”.
Only common goods are taken back (turnover rate > 1x per month).
Goods must reach us in original packaging and in good (reusable) condition.
Transport costs will be charged. After undamaged receipt of the goods, the contractor will credit 70% of the sales value.
9.5 Other / further explanation
Products made on special request cannot be taken back as normal.
If a product does not fit due to errors by the contractor, this entitles the contractor to a free replacement.
Re-delivery is in fact a return and a new delivery.

Article 10 – Warranties
10.1 With due observance of the restrictions set out below, the Contractor guarantees the soundness and quality of the goods it produces, materials used and replacement parts and the proper performance of the work or services for a period of no more than 3 years after delivery ex factory/warehouse. or after performance of the work or services. Only the
warranty provisions and warranty periods of the producers / manufacturers / importers in question, on the understanding that the warranty period is also limited to a maximum of 3 years.
10.2 In the event of a complaint found to be well-founded by the Contractor about delivered goods, the Contractor’s liability is at all times limited to (I) repair of the relevant good(s) (II) replacement or (re)delivery of (a) ) sound copy(s) (III) refund of the purchase price, such at the discretion of the contractor. The contractor cannot be obliged to pay compensation for any damage, except in the event that this damage is due to intent or gross negligence on the part of the contractor.
10.3 In the event of a complaint found to be well-founded by the contractor about work/services performed/provided, the contractor has the right to properly perform/provide these work/services within a reasonable period of time. The contractor cannot be obliged to pay compensation for any damage, except in the event that this damage is due to intent or gross negligence on the part of the contractor.
10.4 The claims under the warranty lapse if:
a: the client has not notified the contractor thereof in accordance with Article 8.3 after the defects have been established;
b: the Contractor is not given the opportunity to rectify the defects;
c: processing, changes or repairs to the delivered goods have been or will be carried out by the client and/or third parties without the prior consent of the Contractor.
10.5 The warranty only applies if the client demonstrates that the defect came to light during the warranty period and is wholly or largely the result of faulty material, incorrect construction or processing. Parts that are subject to premature wear due to their nature or operating conditions are not covered by the warranty provisions. The warranty does not cover the consequences of normal wear and tear or improper or incorrect use by the client. The guarantee also does not cover defects or damage resulting from negligence, improper handling, excessive loads, faulty assembly on the part of the client and chemical, electrochemical or electrical influences. Defects that are the result of errors made by the client or third parties, including incorrect installation or assembly, are not covered by the warranty.
Article 11 – Liability
11.1 Unless mandatory legal provisions prescribe otherwise, the contractor’s liability does not go beyond what it has assumed under these terms and conditions. Any liability of the contractor for any (other) form of damage, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage or damage due to loss of profit, is excluded unless the damage is directly due to intent or gross negligence on the part of the contractor and the client moreover demonstrates that it is not at fault in this respect. The contractor is never liable for trading losses, damage due to delays, damage due to loss of data, damage due to exceeding delivery periods as a result of changed circumstances, damage as a result of the provision of inadequate cooperation, information or materials by the client and damage due to information or advice provided by the contractor. the content of which does not expressly form part of a written agreement.
11.2 Insofar as the contractor’s liability can be determined, the contractor’s liability will be limited to the net invoice value of the delivered goods.
11.3 A condition for the existence of any right to compensation is always that the client has reported the damage to the contractor in writing as soon as reasonably possible after it has arisen.
11.4 Damage caused by improper use of the delivered goods or by using it for a purpose other than for which it is suitable according to objective standards, is completely excluded.
11.5 The Contractor is not liable for damage caused by a defect in a product if:
a: The Contractor has not put the product into circulation;
b: it is plausible, in view of the circumstances, that the defect that caused the damage did not exist at the time when the contractor put the product into circulation, or that this defect arose later;
c: the product was not manufactured by us for sale or for any other form of distribution with an economic purpose, nor was it manufactured or distributed in the course of our business;
d: the product is in accordance with mandatory government regulations, as they existed at the time of entering into the agreement;
e: it was impossible, on the basis of the state of scientific and technical knowledge at the time the product was put into circulation, to discover the existence of the defect;
f: with regard to the manufacturer of a part, the defect is due to the design of the product of which the part forms a component, or to the instructions provided by the manufacturer of the product;
11.6 The contractor will never be liable for damage, destruction, loss or depreciation of goods, of any nature whatsoever, which are related to the use by the contractor for the
whatsoever, compensation for indirect damage or consequential damage or damage due to loss of profit, is excluded unless the damage is directly due to intent or gross negligence on the part of the contractor and the client moreover demonstrates that it is not at fault in this respect. The contractor is never liable for trading losses, damage due to delays, damage due to loss of data, damage due to exceeding delivery periods as a result of changed circumstances, damage as a result of the provision of inadequate cooperation, information or materials by the client and damage due to information or advice provided by the contractor. the content of which does not expressly form part of a written agreement.
11.2 Insofar as the contractor’s liability can be determined, the contractor’s liability will be limited to the net invoice value of the delivered goods.
11.3 A condition for the existence of any right to compensation is always that the client has reported the damage to the contractor in writing as soon as reasonably possible after it has arisen.
11.4 Damage caused by improper use of the delivered goods or by using it for a purpose other than for which it is suitable according to objective standards, is completely excluded.
11.5 The Contractor is not liable for damage caused by a defect in a product if:
a: The Contractor has not put the product into circulation;
b: it is plausible, in view of the circumstances, that the defect that caused the damage did not exist at the time when the contractor put the product into circulation, or that this defect arose later;
c: the product was not manufactured by us for sale or for any other form of distribution with an economic purpose, nor was it manufactured or distributed in the course of our business;
d: the product is in accordance with mandatory government regulations, as they existed at the time of entering into the agreement;
e: it was impossible, on the basis of the state of scientific and technical knowledge at the time the product was put into circulation, to discover the existence of the defect;
f: with regard to the manufacturer of a part, the defect is due to the design of the product of which the part forms a component, or to the instructions provided by the manufacturer of the product;
11.6 The contractor will never be liable for damage, destruction, loss or depreciation of goods, of any nature whatsoever, which are related to the use by the contractor for the work to be carried out by the client will have been handed over. Insofar as such goods should be entitled to any rights to third parties, the client indemnifies the contractor against (damage) claims from these third parties.
11.7 The provisions of this article are also stipulated for the benefit of third parties engaged by the contractor.
Article 12 – Force majeure
12.1 The Contractor is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, nor is it for its account by virtue of the law, legal act or generally accepted views.
12.2 There is in any event a non-attributable shortcoming on the part of the contractor if the delay is caused by a strike, import and export restrictions, exclusion, lack of personnel, lack of timely/proper delivery by third parties whose goods or services must be received, measures taken by any government or bodies set up by or on behalf of the government, boycott actions, faults in the electricity supply or faults in communication connections or (computer) equipment of the contractor or of third parties whose services the contractor uses, theft, loss of possession or destruction or c.q. damage to company assets or data.
Article 13 – Advice, designs and materials
13.1 Information and advice provided by the contractor are only of a general nature and without obligation. With the offer, the contractor accepts no responsibility for a design developed by or on behalf of the client, nor for any advice based on that design. The client is responsible for the functional suitability of the materials prescribed by the client. Functional suitability is understood to mean the suitability of the material or part for the purpose for which it is intended according to the client’s design.
13.2 In the case of an assignment, the contractor will only assume responsibility for designs that have not been made by or on behalf of him for the production in accordance with the assignment and for the soundness of the materials used insofar as these materials have not been prescribed by the client. The Client is authorized to have materials not prescribed by it examined by third parties for processing. The associated costs are for his account. After processing the materials or parts, the client cannot rely on the fact that the material used is not functionally suitable, nor on other defects in the material that it could reasonably have discovered during an investigation. 13.3 If the client wishes to transfer the responsibility for the design made by or on behalf of the client to the contractor with the assignment, the latter need not accept the responsibility.
12.4 The contractor never accepts any responsibility for parts made available by the client itself.
Article 14 – Termination
14.1 The agreement can, unless the parties agree otherwise, only be terminated by dissolution and only if the other party, after proper written notice of default, imputably fails to comply with essential obligations under the agreement. The dissolution must take place by registered letter to the other party without judicial intervention being required.
14.2 If the client had already received services for the implementation of the agreement at the time of the dissolution, he can only partially dissolve the agreement and only for that part that has not yet been performed by the contractor. Amounts that the client owes for performances/goods that the contractor has performed or delivered before the dissolution of the agreement, remain due in full and become immediately due and payable at the time of the dissolution.
14.3 Contrary to the provisions of paragraph 14.1, the contractor can terminate the agreement in whole or in part with immediate effect without judicial intervention by means of a written notification to the client, if the client is declared bankrupt, if it has been charged to it – provisionally or otherwise – suspension of payment is granted if he is otherwise unable to meet his payment obligations or if his company is liquidated or terminated, other than for the purpose of reconstruction or merger of companies. The Contractor will never be obliged to pay any compensation due to this dissolution.
Article 15 – Prescription
Any legal claim to be instituted by the client against the contractor for performance, dissolution, payment or compensation will lapse one year after the day following the day on which the claim is due and/or the damage and/or defect has been discovered or could reasonably have been discovered by the client. can be discovered.
Article 16 – Replacement of void provisions
If any provision of these general terms and conditions is null and void or is nullified, the other provisions of these general terms and conditions will remain in full force and the Contractor and the client will enter into consultation in order to agree on new provisions to replace the null and void or nullified provisions, whereby the purpose and purport of the invalid or voided provision is observed as much as possible.
Article 17 – Cancellation
16.1 In the event of cancellation of the assignment, the client owes the contractor a compensation for the costs, equal to 15% of the invoice value of the assignment or the costs actually incurred by the contractor, such at the discretion of the contractor, without prejudice to the right of the contractor to demand fulfillment of the order.
16.2 If the client cancels the assignment given in whole or in part, it is obliged to reimburse the contractor for all costs already incurred with a view to the execution of this assignment; without prejudice to the contractor’s right to compensation for loss of profit, as well as for any other damage resulting from the cancellation in question, all this without prejudice to the contractor’s right to demand performance.
Article 18 – Transfer
18.1 Neither party is entitled to transfer the rights and obligations arising from the agreement concluded under these terms and conditions to third parties in whole or in part, without the prior written consent of the other party.
18.2 In the situation that the (relevant activities of the) company of the client is, for whatever reason, in whatever way and in whatever form, brought together with or continued in another company, the fulfillment of the obligations of the client joint and several liability for the original and subsequent company.
Article 19 – Applicable law
The agreements between the contractor and the client, including the formation thereof, are governed by Dutch law.
Article 20 – Disputes
All disputes that may arise as a result of an agreement or offer, to which the present terms and conditions apply in whole or in part, or as a result of further agreements, which are a result of such an agreement, will be settled exclusively by the competent court of the place of establishment of the contractor, unless the contractor and the client agree to submit the dispute to arbitration.
If you have any questions or comments regarding the above principles, we would like to hear from you. We will continue to make every effort to prevent changes, complaints and returns.