General Terms and Conditions of Delivery

1. Scope of Application

These General Terms and Conditions (“Terms and Conditions”) apply to all quotations, proposals, acceptances, order confirmations, contracts and other juridical or other acts, whether in electronic form or not, relating to the sale and/or delivery of products and/or services between SYR B.V., hereinafter referred to as “the User”, and its customers, hereinafter referred to as “the Customer”. Any deviations from the Terms and Conditions must be expressly agreed on in writing.
The applicability of any purchasing conditions or other general terms and conditions or stipulations of the Customer is excluded and is hereby explicitly rejected.
Any deviations from and/or additions to the Terms and Conditions will apply only if and in so far as they have been agreed on in writing between the User and the Customer, and will apply only to the contract by which the varying stipulations and/or additions were made.
If one or more of the provisions in these Terms and Conditions is/are void or should be voided, the other provisions of these Terms and Conditions will continue to apply fully. New conditions will be agreed with the Customer to replace the void or voided provision, taking account, if and as far as possible, of the purpose and scope of the original provision(s) as much as possible.
Any performance or delivery carried out by the User and the Customer before conclusion of the contract will be deemed to have been carried out subject to the Terms and Conditions.
Any other contracts, including subsequent and additional contracts to which the User and the Customer, or their successor(s) in title, are parties, will also be subject to the Terms and Conditions.
The User reserves the right to amend and/or supplement the Terms and Conditions at any time. [Any changes and/or additions will be communicated to the Customer in writing or electronically by e-mail and will become effective one month after the date of that announcement, unless the announcement states otherwise.]
If in a particular case the User does not rely on the conditions arising from the Terms and Conditions, at whatever time and for whatever reason, this cannot be considered to be a relinquishment of its right.
The Customer may not to assign the contracts or the rights and obligations arising from any contract, or any claims the Customer has against the User, to any third party in any way whatsoever without the prior written consent of the User. The User will not withhold this consent on unreasonable grounds.

2. Quotations, Proposals and Formation of Contracts

Unless expressly stated otherwise, all quotations and proposals by the User, made in any form whatsoever, are without any obligation, irrespective of any period set for acceptance.
The User cannot be bound by its quotations or proposals if the Customer can reasonably understand that the quotations or proposals, or any part thereof, contain an obvious mistake or clerical error.
Contracts are formed by written acceptance or confirmation of the order by the User (“Order Confirmation”), or if delivery has taken place because the User’s instructions and/or order have/has been carried out. Subject to written notice to the contrary by the Customer prior to the actual delivery, the Order Confirmation will be deemed to represent the instructions and/or order correctly and completely.
The User reserves the right to refuse orders and/or instructions without stating reasons.
Statements and specifications provided by the User are approximate only. The descriptions, specifications, drawings, images, clarifications and statements of weight and dimensions provided by the User in brochures, price lists, information leaflets, presentations, order confirmations and any other publications are for information purposes only and no rights may be derived from these by the Customer, unless expressly agreed otherwise.
The prices stated in a quotation or proposal are exclusive of VAT and other government levies, packaging costs, installation costs or any ancillary costs to be incurred in the context of the contract, including travel and accommodation expenses, shipping and administrative costs, unless stated otherwise. The above costs are to be borne by the Customer. All prices are per unit indicated.
The User will not be bound by any order which differs (whether or not on minor points) from the offer made in the quotation or proposal. In that case, the contract will not be formed in accordance with this differing acceptance, unless indicated otherwise by the User.
A combined quotation does not oblige the User to perform any part of the contract for a corresponding proportion of the quoted price.
In so far as the Customer – prior to receiving the Order Confirmation – already provides any performance or makes any preparations to do so, in apparent anticipation of the formation of a contract or under the apparent assumption that a contract has been formed, this is at the Customer’s own risk.

3. Delivery Periods, Performance and Amendment of Contract

Any periods agreed or stated for the completion of certain work or for the delivery of certain goods are approximate only and are never to be regarded as firm deadlines.
If the User requires any data from the Customer for performance of the contract, the period for performance will not commence until the Customer has provided the User with these, correct and complete.
The User will be in default to the Customer only after having been given notice of default, subject to a reasonable period for subsequent performance.
The User is entitled to engage third parties for the performance of the contract.
Delivery will be made Ex Works in accordance with the latest version of the Incoterms.
The Customer is obliged to take delivery of the goods at the time they are provided to the Customer. If the Customer refuses to take delivery or fails to provide information or instructions required for delivery, the User will be entitled to store the goods at the Customer’s risk and expense.
If the Customer fails to take delivery of the goods at the agreed time and this cannot be attributed to the User, the Customer will immediately be in default as a result, without any notice of default being required. Without prejudice to the right to compensation of all the costs and losses related to such non-acceptance, the User is entitled to terminate the agreement without judicial intervention, if the Customer (also) fails to take delivery of the goods before or at the second time of which the User has given notice to the Customer, such without prejudice to the User’s right to claim additional compensation, at law or otherwise, in connection with the Customer’s default.
The User is entitled to perform the contract in several stages and invoice any part thus performed separately.
If the contract is performed in stages, the User may suspend performance of the parts belonging to a subsequent stage until the Customer has approved the results of the preceding stage in writing.
Any amendments or additions to the contracts must be expressly agreed on in writing. If the Customer requests amendment and/or supplementation of a contract and the parties fail to reach agreement, the contract will continue to exist in its original form.
If, during performance of the contract, it becomes apparent that amendment or supplementation of the contract is necessary for its proper performance, the parties will amend the contract in good time and by mutual agreement. If the nature, scope or contents of the contract are amended, whether or not at the request or on the instructions of the Customer, of the competent authorities etc., and this results in changes to the contract in terms of quantity and/or quality, this may also have consequences for that which was originally agreed. This may result in an increase or reduction of the originally agreed amount. The User will provide a prior quotation thereof to the extent possible. Changes to the contract may result in changes to the originally indicated period for performance. The Customer accepts the possibility of amendment of the contract, including changes to the price and period for performance.
The User is entitled to increase the agreed price, even if a fixed price has been agreed, on the basis of a power or obligation under the law or regulations or if the increase is caused by an increase in the price of raw materials, wages etc. or on other grounds – to the extent that these could not reasonable be foreseen when the contract was concluded – without the Customer in that case having the right to terminate the agreement for that reason.

4. Suspension, Termination and Early Termination of the Contract

The User is entitled to suspend performance of the obligations or terminate all contracts entered into with the Customer with immediate effect without judicial intervention by means of a written and/or electronic statement to the Customer, without being obliged to pay the Customer any compensation and without prejudice to the User’s right to claim compensation from the Customer:
:
- if the Customer fails to fulfil its obligations under the contract properly, in full or on time;
- if, after concluding the contract, circumstances come to the User’s attention which give good cause for fearing that the Customer will not be able to fulfil its obligations;
- if, on concluding the contract or in a case as referred to in article 6.2 of these Terms and Conditions, the Customer was asked to provide security for performance of its obligations under the contract and this security is not forthcoming or is insufficient;
- if, due to a delay on the part of the Customer, the User can no longer be required to fulfil the contract on the originally agreed terms;
- in the event of winding-up, if the Customer has applied for or been granted suspension of payments or insolvent liquidation, in the event of attachment of the Customer’s assets – unless the attachment is lifted within three months -, in the event of debt restructuring or another circumstance as a result of which the Customer is unable to freely dispose of its assets;
- if an event referred to in articles 3.7 and 6.7 of these General Terms and Conditions should arise; and/or if circumstances arise which are of such a nature that performance of the contract is impossible or if other circumstances arise which are of such a nature that the User cannot reasonably be expected to maintain the contract in unmodified form.
In the cases referred to in article 4.2, the Customer is liable for any damage or loss which has been or may be suffered by the User, including costs, as a direct and indirect result, and that which the Customer owes the User, including interest and compensation, will be immediately payable in full.
If any grounds for termination arise with respect to the Customer, the Customer is obliged to notify the User thereof without delay.

5. Force Majeure

The User will not be obliged to fulfil any obligation to the Customer if it is impeded in doing so as a result of circumstances that are not its fault and for which it is not accountable by law, a juridical act or according to generally accepted standards. The User is therefore not liable for any damage or loss resulting from shortcomings caused by circumstances which cannot be attributed to the User (force majeure).
In these General Terms and Conditions, force majeure includes, in addition to that which it is understood to include in the law and case law, all external causes e.g. including a pandemic or epidemic, foreseen or unforeseen, on which the User cannot exert any influence, but which render the User unable to fulfil its obligations. These include work strikes in the User’s business or the businesses of third parties. The User will also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the contract commences after the User should have fulfilled its obligations.
The User may suspend the obligations under the contract for the duration of the period in which the circumstance of force majeure continues. If this period lasts for more than two months, each of the parties will be entitled to terminate the contract, without being obliged to compensate the other party for any damage or loss.
In so far as the User had fulfilled part of its obligations under the contract when the force majeure situation occurred or will be able to fulfil these, and the part already fulfilled or to be fulfilled is of independent value, the User will be entitled to invoice the part already fulfilled or to be fulfilled separately. The Customer will be obliged to pay this invoice as if it were a separate contract.

6. Payment and Collection Costs

Payment must be made within [14] days after the invoice date, in a manner to be indicated by the User and in the currency invoiced. Failure to meet this time limit will mean that default commences without any notice of default being required. The User is entitled to invoice periodically.
The User is entitled to demand security or additional security or payment in advance from the Customer if there is reasonable cause to do so, including during the performance of the contract.
If and in so far as the invoice amount due or any part thereof is not received by the User within the agreed period for payment, the Customer will be in default by operation of law as referred to in Art. 6:83(a) of the Dutch Civil Code (BW), and the Customer will owe statutory commercial interest on the amount due as referred to in Articles 6:119a and 6:120 of the Dutch Civil Code, and the User, without prejudice to its right to claim performance, will be entitled to suspend performance of its obligations under all the contracts concluded with the Customer. The interest on the amount payable will be calculated from the moment the Customer is in default until the moment of payment of the full amount due.
The User is entitled to apply the payments made by the Customer firstly to settle the costs, then the interest that has fallen due and finally the principal and the accrued interest.
The Customer is not entitled to any set-off or suspension of that which the Customer owes the User.
Any objections to invoiced amounts will not suspend the payment obligation.
The User is entitled to terminate the contract with immediate effect without judicial intervention if the Customer, even after a written or electronic demand, fails to pay the amount due in full within the further period set by the User.
The User may charge the Customer for all the costs incurred by the User, at law or otherwise, to preserve its rights in respect of the Customer. In that case, the extrajudicial collection costs owed by the Customer will amount to 15% of the amount due or the percentage legally permitted, with a [with a] minimum of EUR 750 plus the VAT payable thereon.

7. Retention of Title

The User retains title to all goods delivered by the User under the contract until the Customer has properly satisfied all of the obligations arising from any contract(s) concluded with the User. The Customer waives any right of retention in respect of the goods delivered or to be delivered by the User in advance. The retention of title is extinguished if the User assigns its claims against the Customer to a third party.
Goods delivered by the Customer which are subject to the retention of title under paragraph 1 may be resold only in the Customer’s normal course of business, with the proviso that the User will assume the Customer’s rights with respect to the Customer’s client until the Customer pays for the goods delivered, and the goods delivered may never be used as a means of payment. The Customer is not entitled to pledge or otherwise encumber the goods which are subject to the retention of title.
The Customer must always do all that may reasonably be expected of him to safeguard the User’s rights of ownership.
If any third party levies attachment on the goods delivered under retention of title, or wishes to establish or enforce rights on these, the Customer is obliged to notify the User of this immediately.
The Customer undertakes to take out and maintain insurance for the goods delivered under retention of title against fire, explosion and water damage, as well as against theft, and to make the policy of this insurance available to the User for inspection immediately on request. In the event of any payment under the insurance, the User will be entitled to this money. To the extent necessary, the Customer undertakes to the User in advance to cooperate in all that may be necessary or desirable in that respect.
If the User wishes to exercise its rights of ownership referred to in this article, the Customer hereby grants the User or third parties to be designated by the User unconditional and irrevocable permission in advance to enter all the premises where property of the User is located and to repossess those goods.

8. Warranties [under Dutch law], Inspection and Complaints, Time Limits

The User warrants that the goods delivered are free from material and manufacturing defects. Any parts containing material or manufacturing defects will be replaced free of charge if these are offered to the User CIF. The User is not bound by any further warranties. The warranty [under Dutch law; garantie] expires 6 months after delivery.
The repaired and/or replaced parts will be delivered by the User Ex Works. Any repairs and/or replacements will not result in an extension of the warranty period referred to in paragraph 1. The costs in connection with import or export or other additional costs are to be borne by the Customer.
If the parties have agreed on a different warranty scheme, this expressly applies instead of, not in addition to, the warranty referred to in paragraph 1.
Any right of return and complaint will lapse if the goods delivered have been used, processed and/or supplied on to third parties. Any warranty by the User lapses as a consequence of modification, maintenance or repairs carried out on the goods by others than the User or those designated by the User, as well as in the event of misuse, incompetent use or improper storage of the goods, use contrary to the operating and safety instructions of the goods or external circumstances.
The Customer is obliged to inspect the goods (or have them inspected) immediately – or at least within 24 hours – as soon as the goods are made available to the Customer or the relevant work has been carried out.
The Customer must check if the quality and/or quantity of the delivery corresponds to what was agreed and meets the relevant requirements agreed on by the parties. Visible defects must be reported to the User in writing within 5 days after delivery. Hidden defects must be reported to the User in writing immediately, but in any case within 5 days after discovery. The report must contain a description of the defect which is as detailed as possible, allowing the User to respond adequately. The Customer must give the User the opportunity to investigate any complaints.
If the time limits referred to in the preceding paragraph are exceeded, all of the Customer’s rights will lapse.
The handling of returns and complaints will not affect the Customer’s payment obligation.
The Customer must give the User the opportunity to investigate any complaints. To this end, the Customer must put the delivered item, or what remains of it, at the User’s disposal, failing which any right of complaint of the Customer will lapse.
If the complaint is well-founded, the User will, at its discretion, credit the purchase price, replace, supplement or repair the delivered item or grant the Customer a discount. The Customer is not entitled to compensation.
Relatively small deviations and differences in quality, colour or finish that are common in the trade or not technically avoidable cannot give grounds for complaint. If the delivered item has been returned wrongfully, the User will send the delivered item back to the Customer and the return shipping costs will then be payable by the Customer.
If a complaint (other than referred to in article 8.11) proves to be unfounded, the resulting costs, including the investigation costs, incurred by the User will be payable in full by the Customer.
Notwithstanding the statutory time limits, the time limit for all claims and defences against the User and third parties involved by the User in the performance of a contract is one year.

9. Liability

The User is not liable for any damage or loss, of whatever nature, caused by the fact that the User has relied on incorrect and/or incomplete information provided by or on behalf of the Customer.
Any liability of the User for indirect damage or loss, including any consequential loss, lost profit, lost savings and loss due to business interruption, is excluded. The User’s liability is furthermore limited to compliance with the warranty contained in article 8.
In each case, the User’s liability is always limited to the invoice amount.
The limitations of liability contained in this article do not apply [if the damage/loss] if the Customer is able to prove that the direct damage/loss or defect is directly and exclusively due to the intent or gross negligence of the User (or superior officers of the User).

10. Indemnity

The Customer indemnifies the User against any claims by third parties who suffer damage or loss in connection with the performance of the contract and the cause of which can be attributed to others than the User.
If any legal action is brought against the User by third parties on that account, the Customer will be obliged to assist the User, at law and otherwise, and to do all that may be expected of the Customer in that case without delay. Should the Customer fail to take appropriate action, the User will be entitled to do so itself, without any notice of default being required. All the resulting costs and damage/loss on the part of the User and third parties will be entirely at the risk and expense of the Customer.

11. Intellectual Property and Privacy

The User or its licensors will retain title to all the intellectual property rights to or related to the delivered goods, including modifications, manuals and other related documents or items.
The User will not be liable in any way if the delivered goods or their use infringes any copyright, exclusive right to a drawing or model, patent right or other intellectual property right of any third party.
The User will treat and use the Customer’s data confidentially in the context of the contract and the User’s records. The Customer agrees that the User may use the Customer’s data to make further offers, unless the Customer has notified the User in writing before concluding the contract that this permission is not granted.
The Customer undertakes unconditionally to maintain non-disclosure with regard to confidential information and to have taken the relevant measures required by law. If necessary, the parties will make separate processing agreements.

12. Joint and Several Liability

If the Customer has allowed any lack of clarity to exist regarding the issue of on behalf of which natural or juristic person an order is placed and/or for which Customer the contract is performed, each of these natural or juristic persons and/or Customers are jointly and severally liable with respect to the User for the obligations arising from the contract.

13. Applicable Law and Disputes

All legal relationships to which the User is a party are exclusively subject to Dutch law, even if an obligation is performed abroad, in whole or in part, or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is expressly excluded.
The competent court in the district where the User has its official place of business has sole jurisdiction to hear any disputes, unless imperatively prescribed otherwise by law. The User is nevertheless entitled to submit the dispute to the competent court under the law.
The parties will appeal to the court only after they have made every effort to resolve a dispute by mutual agreement.

PLEASE NOTE: This is a sworn translation from Dutch into English of the general terms and conditions of delivery (‘algemene leveringsvoorwaarden’) of a private limited company under Dutch law (‘besloten vennootschap’). An attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. Inevitably, differences may occur in translation, and if they do, the Dutch text will prevail. Any changes or additions made to this translation will invalidate it. You can download the Dutch version here.