OrangeParts B.V. 

GENERAL TERMS AND CONDITIONS OF SALE


Art. 1 Applicability

1.1  The legal relationship between OrangeParts B.V. (hereinafter referred

to as the “Seller”) and the Buyer are subject exclusively to the

General Terms and Conditions of Sale here present,  the Special

Terms and Conditions of Sale and the Ancillary Terms proper to

each individual sales transaction.

1.2 The Special Terms and Conditions of Sale consist of the Guidelines

on Product Returns, the Terms applicable to specific services Seller

may offer, such as training, repair, etc., to Seller’s shipping

modalities, etc.  The Ancillary Terms proper to each individual sales

transaction consist of the quotation and/or the order confirmation

and/or shipping information and/or any other written contract

between Seller and Buyer.

1.3 The General Terms and Conditions of Sale, the Special Terms and

Conditions of Sale and the Ancillary Terms are binding upon

confirmation by Seller of Buyer’s order and are hereinafter

collectively referred to as the “Agreement”.

1.4  In the case of contradiction between these present General Terms

and Conditions of Sale and the Special Terms and Conditions of

Sale, the Special Terms and Conditions of Sale shall have priority.

In the case of contradiction between the Special Terms and

Conditions of Sale and the Ancillary Terms, the Ancillary Terms

shall have priority. 

1.5  Failure or delay by the Seller in enforcing or partially enforcing any

provision of the Agreement shall not be construed as a waiver of

any of its rights under the Agreement, at present or in the future.

1.6  Seller communicates its General and its Special Terms and

Conditions of Sale to Buyer through a link to its dedicated webpage.

1.7  Buyer cannot unilaterally or tacitly depart from the Agreement in

any way whatsoever (e.g. by simple conduct). The Agreement

excludes the application of any of the Buyer’s general or special

terms and conditions. Buyer consequently recognizes that its

general or special conditions do not apply to the Agreement.  

1.8 The Seller retains the right to modify the terms of the Agreement at

any time, by announcement on its dedicated webpage. Such

modification is binding upon acceptance by Buyer of Seller’s order

confirmation dated fifteen (15) or more calendar days later than the

modification date. 

1.9 The Agreement supersedes all written or oral arrangements,

contracts, proposals and commitments related to the object

described in the Agreement, entered into at a prior date. 


Art. 2 Quotations and orders

2.1  Quotations are free of charge and are indivisible. Quoted prices are

valid during thirty (30) calendar days, subject to  availability. A

quotation represents a mere proposal by the Seller  and does not

bind the Seller, not even following acceptance by the Buyer. Only

written acceptance by the Seller through order confirmation creates

an Agreement. 

2.2  The Seller assumes that the information, drawings and other data

submitted by the Buyer are correct and may use these as the basis

of his quotation. Where the Buyer himself places an order by citing

himself references to the Seller, then the Seller shall assume that

these correspond with the Product effectively required. 

2.3  Even though all illustrations, measurements, capacities, weights

and other details regarding machines and parts, price lists, offers

included in the Seller’s catalogue or the Seller’s website or demo

models are compiled with the greatest possible care, they only

constitute an approximation and are purely informative and thus

given free of obligation. 


Art. 3 Subject

3.1  The subject of each individual sales transaction is explicitly

described in the Agreement and covers the part(s),  equipment,

tool(s), machine(s) and/or service(s) described therein. The subject

is hereinafter referred to as the “Products”. 

3.2  The Buyer is entirely responsible for the choice of the Products.

The Products are standard items which are not specifically created

for the Buyer’s needs, or items which the Seller, at the Buyer’s

request, adapted to meet the specifications described by the Buyer.

The Seller is free from any responsibility should it become apparent

that the Products do not meet the specific needs of the Buyer, when

the Products do meet the specifications described by the Buyer. 


Art. 4 Price

4.1  The price for the Products is determined in the Agreement

(hereinafter referred to as the “Purchase Price”).  The Purchase

Price is exclusive of VAT, taxes and levies, import or export duties. 

The Purchase Price includes neither charges for delivery or

collection of the Products nor the costs of any possible assembly,

installation and start-up or, as the case may be, putting them into

service (hereinafter referred to as the “Costs”). The Costs are at the

Buyer’s expense and shall be separately invoiced, and will

themselves be exclusive of VAT, taxes and levies, which are

payable in addition to the Costs.


Art. 5 Payment

5.1  Unless otherwise expressly agreed upon in writing in the

Agreement, the Buyer shall pay the Purchase Price and the Costs

within fourteen (14) days of the date of the Seller’s

invoice, via a transfer to the account number mentioned on the

invoice, and mentioning the details as on the invoice. The Seller

does, however, have the right to ask for a deposit or even complete

payment prior to delivery. Making a complaint, in accordance with

Art. 9.2 or 9.3, does not relieve the Buyer from his obligation to pay

within the stated period. Upon written request of the Buyer, for a

period to a maximum of thirty (30) days, the Seller will provide the

Buyer with a copy of the consignment note issued when the

Products are delivered to the Buyer. The Buyer acknowledges that

if it has not requested a consignment note within thirty (30) days of

the date of invoice, the Seller is not obliged to provide the

consignment note and the Products are deemed to have been

delivered.

5.2  The Purchase Price and the Costs are only effectively paid from the

moment they have actually been received by the Seller. 

5.3  Should the Buyer agree in writing to payment via cheque or bill of

exchange, drawing the bill or cheque is only valid  as payment on 2/4  (00410) v05 – Jan 2012

the day that the Seller unconditionally receives the amount of the

bill or cheque.

5.4 The Buyer shall not be entitled to suspend and/or delay the

payment of the purchase price, nor to set off its debit towards the

Seller, even in case of claims connected with this  purchase and

raised for whatsoever reason, including in a judicial proceeding.

5.5 In the case Seller becomes aware of any circumstance which may

cause the financial status of the Buyer to substantially deteriorate,

and also when a Buyer does not accept his bill of exchange on

time, then all outstanding amounts, including those for which the

Buyer is liable towards companies affiliated to the Seller, are

immediately due, without the requirement of serving notice. In the

aforementioned case, the Seller also has the right, immediately and

without a period of notice, at his own discretion, to suspend or even

terminate the Agreement by sending a written notice, , in case the

financial conditions of the Buyer have become such as to endanger

his performance.  In such a case, the Buyer shall be liable for any

kind of compensation and subject to the Seller’s right to

compensation. 

5.6  Should the Buyer request at the time of placing the order for

invoicing to be passed to a third party, the Buyer, in spite of

invoicing to a third party, remains principally and indivisibly held to

the fulfillment of all commitments. 


Art. 6 Transfer of ownership and risk

6.1  The Products are at the risk of the Buyer from the time of delivery.

6.2  The ownership of the Products remains with Seller until the moment of

complete payment of the Purchase Price and Costs, or until delivery,

whichever occurs last. Consequently, the transfer of ownership becomes

deferred until delivery or full payment of the Purchase Price and the Costs,

whichever occurs last. 

6.3 In the ordinary course of business, Buyer is entitled to resell the Products

of which the ownership has not yet passed to Buyer.


Art. 7 Delivery

7.1  Delivery to a Buyer who is established within  the European

Economic Area occurs EXW OrangeParts B.V., Nijmegen (Incoterms

2010), and to a Buyer who is established outside of the European

Economic Area  occurs FCA OrangeParts B.V., Nijmegen , (Incoterms

2010), unless otherwise agreed upon in writing between the Seller

and the Buyer in the Agreement. Where, contrary to  the

aforementioned, it is agreed upon in writing that the Products shall

be delivered to the Buyer or to an address specified by the Buyer,

then this delivery may occur in the absence of the Buyer. In that

case, subject to Art. 5.1, the consignment note is valid as proof of

delivery. 

7.2 In the event of damage to the packaging and/or  an insufficient

number of packages, the Buyer shall record this on  the

consignment note at the moment the Products are delivered, where

it is available. He shall inform the Seller in writing, by fax sent within

twelve (12) hours following delivery of the Products. 

7.3  Delivery periods are merely indicative and are not of the essence

for the Buyer. Late delivery or material impossibility to execute the

Agreement cannot be a reason for compensation at the Seller’s

expense, or refusal by the Buyer to take delivery of the Products. 

7.4  A possible expressly agreed delivery period only starts from the

time when the Seller is in possession of all information and

documents required to implement delivery. 

7.5  The Buyer cannot invoke late delivery by the Seller to terminate the

Agreement. 


Art. 8 Right of retention

8.1 In the event of non-payment, in whole or in part, by the Buyer, of

the Purchase Price and/or Costs, the Seller has a right of retention

of all items and documents which were handed to him by the Buyer

until complete payment of the outstanding amount, plus interests

and expenses. 


Art. 9 State of the Products and guarantee by the Seller

9.1  Second-hand Products are received by the Buyer in their state at

the time of the delivery. The receipt of the second-hand Products by

the Buyer at the moment of delivery, laid down in the Incoterm in

Art. 7.1, implies acceptance of the Products. 

9.2  Should the Buyer be of the opinion that the new Products do not

conform to the order or have been visibly damaged, the Buyer shall

submit a written complaint to the Seller within 48 hours of delivery

of the Products. Should the Seller not have received a written

complaint from the Buyer within the aforementioned time limit, the

Buyer is presumed to have accepted the Products. 

9.3  Hidden defects must be reported to the Seller by the Buyer within a

period of eight (8) working days after they have been discovered by

the Buyer or normally should have been discovered, by registered

letter to the Seller, and in any case within a period of three (3)

months following the date the Products were delivered. 

9.4  As far as Products which have been made to size and

reconditioned Products are concerned, the Seller shall furthermore

only be responsible for hidden defects which affect the essential

components of the Products and which oblige the Buyer to

undertake radical repairs to an extent that the Buyer would never

have signed the Agreement had he known about these  hidden

defects. 

9.5 The Seller does not need to indemnify the Buyer where: 

 9.5.1  The Buyer or any third party has carried out repairs or

alterations to the Products or has attempted to do this; or 

 9.5.2  The defects are the result of incorrect or abnormal use, for

instance, the use of the Products for purposes other than

those for which they might reasonably be suited,

overloading, inexpert use in a manner which does not

match the instructions for correct use, assembly,

maintenance, installation or use that is not conform to the

technical or safety norms valid for the location where the

Products are used; or

 9.5.3 Any damage occurs which is related to usual  wear, to

failures caused by inexperience and/or negligence of the

Buyer, to overburdens, to non-authorized interventions, to

fortuitous events and Force Majeure.; or

 9.5.4  The defects are not timely (i.e. within the periods

mentioned in Art. 9.3 and 9.4 above) reported in detail in

writing to the Seller in accordance with the Special Terms

and Conditions of Sale, in particular the Guidelines on

Product Returns. 

9.6  Where Products present any lack of conformity, visible damage or

hidden defect as mentioned above, and, after the examination by the

Seller’s technicians, the Products result to be affected by the defects, the

lack of conformity or the visible damages notified  by the Buyer, it is

explicitly agreed upon that the Seller, according to his expert insight

and according to his choice, may either repair the Products or may

replace the Products, or permit a price reduction,  or that the

Agreement should be terminated with refund of the Purchase Price

and return of the Products. The Buyer does not have the right to

ask for additional compensation.

9.7  The ownership of Products which the Seller has refunded or

replaced shall automatically be transferred to the Seller. All costs

for transport, customs, assembly, disassembly, travel and

accommodation expenses of Seller’s representatives remain at the

Buyer’s expense. 

9.8  All implied warranties or conditions are excluded to the extent

permitted by law. 


Art. 10 Complaints and Product returns

10.1 All complaints and Product returns shall be governed by and

construed in accordance with the Guidelines on Product Returns, to

be found on the dedicated webpage of the Seller. 


Art. 11 Liability

11.1  The following provisions set out the entire liability of the Seller

(including any liability for the acts or omission of its employees,

agents, representatives and sub-contractors) to the Buyer in

respect of any breach of the Agreement and any representation,

statement or tortuous act or omission, including negligence, arising

under or in connection with the Agreement. 

11.2  Without prejudice to the damage resulting directly from the breach

by the Seller of his explicit commitments undertaken by virtue of

this Agreement, the Seller’s liability is limited to the liability which is

mandatory in accordance with the applicable law. 

11.3 Should the Seller be liable in accordance with Art. 11.2, the Seller

can never be held liable to the Buyer for any pure economic loss,

loss of profit, loss of business, depletion of goodwill or otherwise, in

each case whether direct, indirect or consequential, or any claims

for consequential compensation whatsoever (howsoever caused)

which arise out of or in connection with the Agreement. 

11.4  Should the Seller be liable according to Art. 11.2, the maximum

amount of his liability is in any case explicitly limited to the amount

of the Purchase Price. 

11.5 The Buyer, who is approached by third parties  as a result of

damage caused by a defect in the Products which were delivered

by the Buyer to third parties in any form, is in no instance entitled to

make a claim for redress against the Seller. 


Art. 12 Suspension and dissolution

12.1  In the case of non-payment or incomplete payment of the invoice

relating to a running individual sales transaction  on the due date

laid down in Art. 5.1, the Seller has the right to refuse to enter into a

new individual sales transaction or to suspend the fulfillment of his

commitments under any running individual sales transaction with

the Buyer. 

12.2 Without prejudice to Art. 12.1, the Seller has the right to suspend

fulfillment of his commitments where, after entering into the

Agreement, Seller becomes aware of any circumstance which may

cause the financial status of the Buyer to substantially deteriorate. If

the Seller suspends fulfillment of his commitments  under the

Agreement, he must advise the Buyer immediately of  the

suspension.  4/4  (00410) v05 – Jan 2012

12.3 Where it is clear to the Seller that the Buyer will make himself guilty

of a serious shortcoming before Seller’s fulfillment of his

commitments under the Agreement, the Seller has the right to

declare the Agreement dissolved. 


Art. 13  Miscellaneous

13.1 In the event one or more provisions of the Agreement is declared

void, this shall in no way affect the validity of the other provisions.

The parties undertake to do their utmost to replace such voided

provision by a valid provision which has the same or largely the

same economic effect as the voided provision, by mutual consent. 

13.2 For the duration of the Seller-Buyer business relationship, the Seller

or one of its affiliated companies is storing information

communicated by the Buyer (hereinafter referred to as the “Data”),

in its customer relations database in accordance with the applicable

data protection legislation. If the Buyer wishes to consult and

correct the Data, it must request so by sending a registered letter to

the Seller’s sales department. The Seller shall not communicate the

Data to third parties that are not affiliated to Seller. 

13.3 For the application of the present Agreement,  working days are

considered as: Monday to Friday inclusive, except where this day is

an official public holiday in the country of the Seller.


Art. 14 Assignment

14.1  The Seller may assign the Agreement or any part of it to any

person, firm or company.

14.2 The Buyer shall not be entitled to assign the Agreement or any part

of it without the prior written consent of the Seller.


Art. 15 Applicable law

15.1  With respect to what is not explicitly provided for in the General and

Special Terms and Conditions of Sale and Ancillary  Terms, the

parties refer to the law of the country in which Seller is established,

which governs this Agreement. The application of the Vienna

Convention on International Sale of Goods is explicitly excluded.


Art. 16 Competent court

16.1 All disputes concerning the interpretation and enforcement of the

Agreement shall be submitted to the exclusive jurisdiction of the

competent Courts nearest to the registered office of the Seller, with

the express exclusion of any other competent Court.

16.2 Art. 16.1 shall operate for the benefit of the Seller and accordingly

the Seller shall be entitled, at its own discretion, to waive the

exclusive jurisdiction set forth in Art. 16.1, and  therefore take

proceedings against the Buyer in its domicile and in any other court

or courts having jurisdiction.

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