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
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
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
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
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
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
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
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
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
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
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
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
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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.