Termes et conditions

General terms and conditions of sale, delivery and payment of the private limited company Impex Barneveld B.V., based in Barneveld and registered with the Chamber of Commerce 
on 22-01-2025 under number 09060296.

Article 1 - General
In these general terms and conditions, Impex Barneveld B.V. is the user of these general terms and conditions, while the other party is referred to as the Purchaser.

Article 2 - Applicability
2.1. These general terms and conditions shall apply to all offers, agreements and tenders, and all contracts arising from these, of and/or involving Impex Barneveld B.V. 
2.2. Only these general terms and conditions shall apply to all offers, tenders and agreements of and/or involving Impex Barneveld B.V, regardless of any (previous) references by the Purchaser to his/her own general terms and conditions. Impex Barneveld B.V. expressly rejects any general terms and conditions that the Purchaser has declared applicable.
2.3. Any clauses deviating from the general terms and conditions of Impex Barneveld B.V. shall only be binding if they have been accepted by the latter in writing.

Article 3 – Offer and acceptance
3.1. All offers from Impex Barneveld B.V. shall be without obligation unless stated otherwise in a written offer. An agreement is deemed to have been concluded at the moment when the acceptance of an offer made by Impex Barneveld B.V. is confirmed/approved in writing, or at the moment when Impex Barneveld B.V. has started implementing the agreement.
3.2. In the event that a tender contains an offer without obligation and this offer is accepted by the Purchaser, Impex Barneveld B.V. shall be entitled to revoke this offer within 2 working days of receipt of the acceptance.
3.3. Descriptions in tenders are as accurate as possible but are not binding for Impex Barneveld B.V. Impex Barneveld B.V. reserves the right to make changes of a technical nature. Impex Barneveld B.V. and its suppliers reserve the right to make changes to their goods in terms of material, structure and format at their sole discretion without prior notice.
3.4. An agreement shall only be binding upon Impex Barneveld B.V. if confirmed in writing by the management or an authorised deputy manager. Orders accepted by representatives or other persons or intermediaries for or on behalf of Impex Barneveld B.V. are only legally binding after they have been confirmed in writing by Impex Barneveld B.V. in accordance with the above.
3.5. An order already placed may only be cancelled with written permission from Impex Barneveld B.V., which shall then be entitled to charge a compensation of at least 15% of the value of the cancelled order, excluding VAT

Article 4 - Delivery
4.1. Specified delivery times are not strict deadlines. In the event of late delivery, Impex Barneveld B.V. must be given notice of default in writing. Impex Barneveld B.V. is not liable for the consequences of exceeding the delivery time.
4.2. If the reason for a late delivery can reasonably be attributed to the Purchaser, all reasonable costs incurred by Impex Barneveld B.V. shall be borne by the Purchaser.
4.3. a) Unless otherwise agreed in writing, delivery shall take place ex works of Impex Barneveld B.V. In this case, the goods shall be at the expense and risk of the Purchaser ex works.
4.3. b) Impex Barneveld B.V. shall be entitled to deliver goods in parts. In this case, each part delivery shall be regarded as a separate transaction.
4.4. Impex Barneveld B.V. is entitled to suspend the delivery as long as a Purchaser has not fulfilled all of its obligations towards Impex Barneveld B.V. This suspension applies until the moment the Purchaser has fulfilled these obligations.

Article 5 – Suspension 
5.1. Impex Barneveld B.V. is entitled to suspend the fulfilment of the obligations or to terminate the agreement if, after the conclusion of the agreement, circumstances that have come to the attention of Impex Barneveld B.V. give it good reason to believe that the other party is not fulfilling its obligations. 

Article 6 -  Prices
6.1. All prices are in euros and apply to delivery ex works (warehouse or workshop) and are exclusive of sales tax (VAT) and other government-imposed levies, excluding any transport costs and packaging.
6.2. In the event that changes occur in the factors determining cost price, such as, but not limited to, changes in prices of essential auxiliary materials, raw materials or parts of the goods to be supplied and/or changes in currency exchange rates, transportation costs, social security charges, import duties and other taxes, Impex Barneveld B.V. shall be entitled to incorporate these charges in the price.
6.3. Price increases resulting from additions and/or changes to the order shall be paid by the Purchaser in all cases.

Article 7 - Payment
7.1. Payment must be made, without any deductions, by the Purchaser within 30 days of the date of the invoice, unless otherwise agreed in writing. Set-offs shall not be permitted.
7.2. All terms of payment shall be regarded as firm deadlines.
7.3. Impex Barneveld B.V. shall be entitled to demand advance payment, cash payment or payment of securities at all times.
7.4. In the event that Impex Barneveld B.V. has any claim against the Purchaser not arising from goods supplied or yet to be supplied, or from work carried out or yet to be carried out on behalf of the Purchaser, such as in respect of a claim due to defaults in respect of such agreements, payments received from the Purchaser shall first and foremost serve as payment for these claims.
7.5. Payments made by the Purchaser shall always serve in the first instance to settle all interest and costs owed, and subsequently to settle the longest outstanding invoices, even if the Purchaser states that the settlement relates to a later invoice.
7.6. a) If the Purchaser does not fulfil one or more payment obligations or does not do so on time or in full, the Purchaser is deemed to be in default by operation of law and, without any notice of default, from the due date owes Impex Barneveld B.V. interest equal to the statutory commercial interest rate as referred to in Article 6:119a of the Civil Code (BW).
7.6. b) In addition, all judicial and extrajudicial costs shall be borne by the Purchaser, with the extrajudicial costs being fixed at 10% of the invoice amount with a minimum of € 375. 

Article 8 – Retention of title
8.1. Upon delivery of the goods, the risk, but not the title of the goods shall be transferred to the Purchaser. All goods sold and supplied by Impex Barneveld B.V. to the Purchaser shall remain the property of Impex Barneveld B.V. for so long as the Purchaser has not fulfilled the claims of Impex Barneveld B.V. under the terms of these or similar agreements, and for so long as the Purchaser has not fulfilled the claims of Impex Barneveld B.V. due to failure to perform such agreements, including claims in respect of penalties, interest and costs.
8.2. So long as the Purchaser has not fulfilled his/her claims, he/she shall not be entitled to establish a right of pledge or a non-possessory pledge on goods supplied by Impex Barneveld B.V. and he/she undertakes, at the first request of Impex Barneveld B.V., to declare to third parties wishing to establish such a right of pledge on them that he/she is not authorised to do so. Furthermore, the Purchaser undertakes that he/she shall not sign any deeds as a result of which a pledge on the goods shall be established.
8.3. Insofar as Impex Barneveld B.V. cannot exercise a claim to retention of title, as referred to in Article 8.1 of these terms and conditions, it shall transfer the supplied goods to the Purchaser subject to a non-possessory pledge.
8.4. In relation to the relevant stipulations in this Article, the Purchaser shall be obliged to provide cooperation in the drawing up and signing of a pledge agreement. The costs of this shall be charged to the Purchaser.
8.5. If the Purchaser does not comply with the obligations arising from Articles 8.1 to 8.4, it shall forfeit an immediately payable fine of € 2,500 per day and/or part of a day that the Purchaser fails to meet its obligations arising from Articles 8.1 to 8.4, without prejudice to the right of Impex Barneveld B.V. to claim full compensation.

Article 9 – Right of retention
9.1. Without prejudice to the statutory right of retention, Impex Barneveld B.V. is entitled to retain any item belonging to the Purchaser that has been made available to it under any title whatsoever, until full payment of all outstanding receivables that Impex Barneveld B.V. is owed by the Purchaser for any reason whatsoever, unless the Purchaser has provided satisfactory security for the receivables in question. Impex Barneveld B.V. shall also have the right of retention in the event that the Purchaser has been granted a provisional moratorium on payment, or he/she has been declared bankrupt.
9.2. If the Purchaser does not fulfil its (payment) obligations, Impex Barneveld B.V. is entitled, after having served the Purchaser with notice of default, to repossess the delivered goods that have remained its property pursuant to the provision in Article 8, on which repossession the (purchase) agreement shall be dissolved without the need for judicial intervention. The Purchaser is obliged to grant Impex Barneveld B.V. or third parties designated by it access to the location(s) where the delivered goods are situated in order to take possession of them.

Article 10 – Complaints
10.1. The Purchaser is obliged to thoroughly inspect the goods for defects immediately after delivery and, if defects are detected, to immediately notify Impex Barneveld B.V. by registered letter. If, within 8 days after the day of delivery, the Purchaser does not notify Impex Barneveld B.V. by registered letter of any defects that could have been noticed during a thorough inspection, the Purchaser is deemed to agree with the condition in which the purchased item was delivered, and any claim against Impex Barneveld B.V. with regard to defects shall become null and void.
10.2. The Purchaser can no longer base a claim on a performance defect that could not have been discovered during an initial thorough inspection (as stipulated in Article 10.1) if it has not protested about it to Impex Barneveld B.V. by registered letter within 8 days after it has discovered or should have reasonably discovered the defect. The Purchaser shall be deemed to be familiar with the functioning of the goods and shall undertake to instruct users accordingly.
10.3. The Purchaser must provide Impex Barneveld B.V. with the opportunity to rectify any defects at any time.
10.4. The Purchaser shall lose all rights and authority which he had with regard to defects if he/she fails to submit a complaint and/or has failed to give Impex Barneveld B.V. the opportunity to repair the defects and/or has failed to take the necessary care to discover the defects as quickly as possible within the periods stated above. The Purchaser shall also lose all rights and authority which he/she had with regard to defects if the goods are treated, processed, used, soiled or damaged in any way following delivery by Impex Barneveld B.V.
10.5. The Purchaser shall be obliged to prove that the goods with regard to which he/she has submitted a complaint are in fact goods that have been supplied by Impex Barneveld B.V.
10.6. Impex Barneveld B.V. should be given the opportunity to verify a complaint immediately after receiving that complaint. If it believes that the complaint is correct, Impex Barneveld B.V. shall either pay compensation up to a maximum of the invoice value of the delivered goods or shall replace the delivered goods free of charge after they have been returned in their original condition, such at Impex Barneveld B.V.’s discretion. Impex Barneveld B.V. shall not be obliged to pay any further compensation or expenses reimbursement, however named.
10.7. The Purchaser shall only be entitled to return goods following prior written agreement between Impex Barneveld B.V. and the Purchaser in this regard.
10.8. When Impex Barneveld B.V. takes back goods in accordance with Article 10.7, it has the right, even if the packaging is unopened, to technically inspect the returned goods and is entitled to charge the Purchaser a fee of 10% of the gross invoice amount for doing this. In this case, Impex Barneveld B.V. shall also charge a fixed amount of € 25 for the partial reimbursement of administrative costs, warehouse handling and accounting procedures.
Article 11 – Guarantee
11.1. Impex Barneveld B.V. guarantees the reliability of the goods sold and delivered by it during the warranty period specified in the tender or agreement. In the absence of a specific warranty period in the tender or agreement, the following warranty provisions apply to products supplied by Impex Barneveld B.V.
11.2. Impex Barneveld B.V. guarantees that its products materially conform to the product specification in the tender and the user documentation accompanying the shipment of such a product for a period of one year from the date of acceptance or first clinical use, whichever occurs first, but under no circumstances for more than 15 months from the date of delivery, provided that the product has been subject to proper use and maintenance. In addition, Impex Barneveld B.V. guarantees that all services and (assembly) work shall be carried out with reasonable care and professional competence. 
11.3. At the discretion of Impex Barneveld B.V., its warranty obligations are limited to repairing or replacing defective goods or to completing (assembly) tasks that have not been performed properly. If Impex Barneveld B.V. believes that it is no longer possible or useful for it to repair defective goods or deliver reliable goods or to complete certain tasks properly, the Purchaser is entitled to a refund up to a maximum of the invoice value of the services and/or goods delivered.
11.4. Claims against the guarantee shall expire in the event that:
the Purchaser does not notify Impex Barneveld B.V. of any defects immediately or in any case within the time limits specified in Article 10;
Impex Barneveld B.V. is not provided with an opportunity to rectify the defects
the Purchaser and/or third parties, without the prior knowledge or permission of Impex Barneveld B.V., have performed tasks associated with the goods delivered or tasks performed by Impex Barneveld B.V., and/or the Purchaser/third parties use the goods improperly, and/or no maintenance or incorrect maintenance is being performed, and/or changes have been made to the goods by the Purchaser and/or third parties.

Article 12 – Liability and indemnification
12.1. Without prejudice to the other provisions in these general terms and conditions, Impex Barneveld B.V. bears no liability for damage arising for any reason whatsoever, including all direct and indirect damage, such as consequential damage or trading loss, except for liability for damage caused intentionally or as a result of gross negligence on the part of Impex Barneveld B.V., its employees and/or its agents.
12.2. If and insofar as Impex Barneveld B.V. bears any liability, for any reason whatsoever, in case of direct damage this liability is at all times limited to an amount not exceeding the invoice amount. In cases in which the consequences of the provisions in this article lead to manifestly unreasonable outcomes, this provision may be deviated from – after mutual consultation.
12.3. Liability on the part of Impex Barneveld B.V. shall at all times be limited to an amount for which Impex Barneveld B.V. is insured. On 1 January 2025, the maximum payment per event is € 2,500,000. The maximum amount paid out by the insurance per year is €5,000,000.
12.4. Claims for damages as a result of the above must be reported in writing to Impex Barneveld B.V. no later than 8 days after they have arisen or after the moment the Purchaser should have been able to identify the damage, under penalty of forfeiture of any claim for compensation by the Purchaser.
12.5. Impex Barneveld B.V. shall not be liable for damage that occurs to its product, or for damage incurred by third party products that was caused by an external cause. External causes shall include, but shall not be confined to, damage arising as a result of the water quality.
12.6. If the Purchaser is located outside the Netherlands and is in charge of the transport of the goods, the Purchaser is responsible to Impex Barneveld B.V. for the actual export of the goods from the Netherlands. 

Article 13 – Exemption from tax claims
13.1. The Purchaser indemnifies Impex Barneveld B.V. against all claims from the tax authorities, particularly in relation to sales tax and/or third parties, if the Purchaser acts in breach of the above.

Article 14 – Force majeure
14.1. Impex Barneveld B.V. is not obliged to fulfil any obligation if it is prevented from doing so due to a circumstance that is not attributable to it, nor for which it can be held responsible under the law, a judicial act or generally accepted principles.
14.2. If, due to force majeure or other extraordinary circumstances, such as, but not limited to, strikes, disruption in the supply of raw materials and/or semi-finished products and fire at Impex Barneveld B.V. or its suppliers, war, epidemics, pandemics, terrorist and/or cyber attack, government regulations and/or natural disasters, Impex Barneveld B.V. is unable to fulfil its obligations under an agreement (in a timely manner), Impex Barneveld B.V. is entitled to implement the agreement within a reasonable period, or – if compliance within a reasonable period is not possible – to dissolve the agreement in whole or in part, without Impex Barneveld B.V. being (held) liable for any resulting damage.
14.3. In the instances referred to in items 14.1 and 14.2, the Purchaser shall not be entitled to terminate the Agreement and/or to receive compensation/damages, except for compensation as a result of a delay in performing the contract. 

Article 15 - Software
15.1. If software is being supplied, this software shall be licensed and not sold. All intellectual property rights to the software remain with Impex Barneveld B.V.
15.2. Without the prior written permission of Impex Barneveld B.V., the Purchaser is not permitted to dismantle, decompile, reverse engineer, integrate, combine with other equipment, copy, reproduce, multiply, translate, adapt or make variations or changes to the supplied software and/or programs, in whole and/or in part, except to the extent permitted by law. The Purchaser shall maintain the confidential nature of the software and shall not disclose or transfer any part of the software to third parties.
15.3. In the event of an infringement of the provisions of this article, the Purchaser shall forfeit an immediately payable fine to Impex Barneveld of € 25,000 for each infringement, without prejudice to Impex Barneveld's right to compensation for the full damage resulting from the infringement. 

Article 16 – Export legislation and the resale of products
16.1. The supply, export or transfer of products or services may be subject to export control laws and sanctions regulations, including but not limited to those of the United Nations, the European Union, the United Kingdom and the United States, which prohibit the export or redirection of certain products and services to certain countries (hereinafter: 'export legislation'). The Purchaser undertakes to comply in all respects with this export legislation and with any export licenses that apply to the supply of the products or the provision of services.
16.2. If the supply of products or services to designated destinations or persons is subject to the granting of an export or import license by a government or is otherwise restricted or prohibited under this export legislation, Impex Barneveld B.V. can suspend its obligations towards the Purchaser until such a permit has been granted or for the duration of the restriction or prohibition. If a permit cannot be obtained or if the restriction or prohibition continues, Impex Barneveld B.V. can decide at its own discretion to terminate the relevant agreement in whole or in part, without Impex Barneveld B.V. being (held) liable for any resulting damage.
16.3. If it appears that the implementation of the agreement is in conflict with the export legislation, Impex Barneveld B.V. reserves the right to suspend or terminate the agreement in whole or in part, without Impex Barneveld B.V. being (held) liable for any resulting damage.
16.4. The Purchaser shall impose all applicable export control and sanctions restrictions on third parties when products supplied by Impex Barneveld B.V. to the Purchaser are transferred or re-exported to third parties. The Purchaser shall take all actions that are reasonably necessary to ensure that no purchaser whatsoever violates the export legislation. The Purchaser understands that the re-export of certain products to certain countries, as laid down in the export legislation, is prohibited and may not take place without first obtaining approval from the relevant government authorities. If requested, the Purchaser shall inform Impex Barneveld B.V. in writing of any resale or (re)export of products supplied by Impex Barneveld B.V. in order to comply with the export legislation. 
16.5. The Purchaser indemnifies Impex Barneveld B.V. against all direct, indirect and punitive damages, losses, costs and other liabilities arising from infringement or non-compliance with this article.

Article 17 – Applicable law and disputes
17.1. All agreements entered into by Impex Barneveld B.V. shall be exclusively subject to the laws of the Netherlands.
17.2. If a dispute falls within the jurisdiction of the court according to the law, at Impex Barneveld B.V.’s discretion the Gelderland District Court in Arnhem (The Netherlands) or the legally competent court shall have jurisdiction.