This English translation has no legal force and is provided to the customer for convenience only. The terms and conditions in the Dutch language shall be binding and prevail in all respects.
Art. 1. Applicability
1. These general terms and conditions shall apply to all offers made by, contracts with, deliveries by and work carried out by SEM Waterbehandeling BV (hereinafter referred to as ‘SEM’). Any divergent stipulations, agreements or arrangements shall only be valid if and insofar as these have been confirmed in writing by SEM.
2. By entering into an agreement with SEM, the Other Party accepts that any terms and conditions of its own, by whatever name, are explicitly excluded, meaning that all contracts with SEM shall be governed exclusively by the terms and conditions applied by SEM
3. Statutory regulations shall apply, insofar as not provided otherwise in these terms and conditions.
Art. 2. General
1. For the purposes of these general terms and conditions, ‘Other Party’ shall be understood to mean: any legal entity or natural person that has entered into or wishes to enter into a contract with SEM and said entity’s/person’s representative(s), authorized representative(s), legal successor(s) and heir(s).
2. All contracts between SEM and the Other Party shall be fully binding on both parties.
3. Any alteration to a contract that would have negative consequences for SEM or any cancellation of a contract shall, in the absence of the permission of SEM, be non-binding, unless any such alteration/cancellation could be required pursuant to the law or to the extent to which such alteration/cancellation is provided for in the terms and conditions.
4. Stipulations pursuant to which SEM places itself under obligation to deliver without the buyer undertaking to purchase the goods in question, or pursuant to which the quantity and/or price of the goods to be delivered/purchased are subject to a proviso, shall be non-binding.
Art. 3. Offers and tenders
1. Unless explicitly stated otherwise, all offers and tenders presented by SEM shall be completely free of obligation.
2. SEM shall be entitled to refuse an order without giving reasons.
Art. 4. Formation of the contract
1. SEM shall not be bound by its written offers or by orders from the Other Party until SEM has confirmed acceptance in writing.
2. Any additional agreements, amendments and/or undertakings made at a later date, either verbally or in writing, by employees, representatives, sellers or other intermediaries on behalf of SEM, shall be non-binding, unless confirmed in writing by SEM and the Other Party.
3. If SEM considers the Other Party insufficiently creditworthy to fulfil the contract, SEM shall be entitled to suspend all its contractual obligations, without prejudice to its rights under the law or these terms and conditions.
Art. 5. Prices and charges
1. Unless explicitly stipulated otherwise, all estimates submitted by SEM shall be without obligation and subject to change.
2. Prices quoted by SEM are based on cost-determining factors applicable on the date on which the contract is formed. If increases in cost-determining factors arise before – or, in the case of delivery by instalments, during – delivery, SEM shall be entitled to charge the Other Party a proportionate increase.
3. Unless explicitly stated otherwise, all prices quoted by SEM shall be exclusive of installation, VAT, import duties and any other taxes, levies and duties. SEM shall be entitled to pass on to the Other Party any amendments to the above charges.
Art. 6. Delivery
1. Unless explicitly agreed otherwise in writing, delivery shall take place to the domicile or the warehouse of SEM. Shipping costs shall be payable by the Other Party (buyer).
2. Delivery shall be deemed to have taken place as soon as the goods to be delivered have left the SEM warehouse. From said moment of delivery, the goods shall be for the account of the Other Party.
3. Unless explicitly agreed otherwise in writing, the agreed delivery date shall be understood to be an indication. Failure to meet the delivery deadline can never result in entitlement to damages or dissolution of the contract, even in cases where notice of default has been served.
Art. 7. Storage
1. If the Other Party fails to collect the goods by the delivery deadline and/or the Other Party refuses the goods, SEM can store the goods in its warehouse or elsewhere at the expense and risk of the Other Party, including the risk of reduction in quality.
2. The storage referred to under 1. above shall be deemed to constitute delivery of the goods. The Other Party must be informed of said storage immediately in writing, enclosing a delivery invoice.
Art. 8. Force majeure
1. If force majeure of a permanent or temporary nature occurs, SEM shall be entitled to wholly or partially dissolve the contract or suspend it temporarily without the Other Party and/or a third party being able to claim damages or demand fulfilment of the contract. ‘Force majeure’ shall include but not be limited to: threat of war, war, revolt, risk of war, strikes, boycotts, company breakdowns, failures in the transport network, government orders, a lack of raw materials, natural disasters, fire, atomic reactions, breakdown of machinery and further all circumstances under which SEM cannot, in accordance with the principles of reasonableness and fairness, be required to fulfil the contract in full or in part.
2. If as a result of force majeure delivery is delayed by more than two months, not only SEM but also the Other Party shall be authorised to dissolve the contract. In that case, SEM shall be entitled to reimbursement of the costs it has incurred.
3. If force majeure arises when the contract has already been partially fulfilled, and if due to the force majeure the remainder of the delivery will be delayed by more than two months, the Other Party shall be authorized either to keep those goods that have already been delivered upon payment of the purchase price or to deem the part of the contract that has already been fulfilled also to have been dissolved, under the obligation to send back to SEM everything that has already been delivered, subject to the Other Party being able to demonstrate that since the remaining goods cannot be delivered, it can no longer make effective use of the goods that have already been delivered.
Art. 9. Liability
Unless explicitly stipulated otherwise under the applicable statutory regulations and/or these terms and conditions, SEM shall not be liable for any loss or damage suffered by the Other Party or a third party as a result of the use of products supplied by SEM. The following provisions shall also apply:
1. In the event of SEM being held liable, said liability shall be limited to the provisions of this clause.
2. SEM shall not be liable for loss or damage of whatever nature that has arisen as a result of SEM acting on the basis of incorrect and/or incomplete information supplied by or on behalf of the Other Party.
3. Under no circumstances shall the liability of SEM exceed the amount for which its liability is insured.
4. SEM shall only be liable for direct loss/damage.
5. ‘Direct loss/damage’ shall be understood to mean the following only: the reasonable costs of establishing the cause and extent of the loss/damage, to the extent to which said establishment relates to loss/damage within the meaning of these terms and conditions, any reasonable costs incurred correcting SEM’s poor performance to bring it into compliance with the terms of the contract (to the extent to which said costs are attributable to SEM) and any reasonable costs incurred in the prevention or limitation of direct loss/damage, to the extent to which the Other Party can demonstrate that said costs have actually led to the limitation of direct loss/damage as referred to in these general terms and conditions.
6. Under no circumstance shall SEM ever be liable for indirect loss/damage, including consequential loss/damage, loss of profit, lost savings and damage due to business stagnation.
7. The Customer indemnifies SEM against all claims from a third party connected directly or indirectly to the fulfilment of the contract.
8. The limitations of liability named in this article shall not apply where the loss/damage is attributable to an intentional act or omission or gross negligence on the part of SEM or its managerial staff.
1. ‘Complaints’ shall be understood to mean all grievances brought by the Other Party relating to the state and condition of the delivered goods.
2. The Other Party is under obligation to check the goods supplied, including the packaging, for deficiency and/or damage immediately upon delivery, or to carry out said check following notification from SEM that the goods are available for collection.
3. The Other Party must report any deficiency or damage it has discovered by noting it on the delivery note and/or the invoice. If no such report is made, the Other Party shall be deemed to have accepted the delivery, and any subsequent complaints made in respect of that delivery will not be accepted.
4. A complaint can only be treated as valid if it is submitted in writing and the complaint notification specifying and describing the complaint is in SEM’s possession within eight days following delivery, without prejudice to the provisions set out below.
5. In case of a justified complaint, SEM shall be under obligation to replace the goods in question as soon as possible but cannot be held liable for any loss/damage suffered.
6. Submission of a complaint shall not entitle the Other Party to defer payment of the goods in question.
1. SEM guarantees the reliability and quality of all the products it delivers and/or processes, subject to the provisions set out elsewhere in these terms and conditions. All equipment delivered by SEM is covered by a one-year warranty from the date of purchase. Parameter settings and not covered by a warranty.
2. A warranty shall only be granted in respect of goods purchased from elsewhere by SEM if and insofar as the manufacturer/supplier in question issues a warranty.
3. Claims under the warranty shall be limited to the replacement/repair of the goods in question. The warranty shall not cover any direct and indirect loss/damage arising from the malfunction of goods delivered by SEM.
4. Claims under the warranty shall not be honoured if the manufacturer’s instructions when using the goods in question, if the goods have been used for purposes other than the intended (normal) purpose or in case of their injudicious treatment, use or maintenance.
5. SEM shall not honour any claims under the warranty in cases where repairs or adjustments to the delivered goods are carried out by the Other Party itself.
6. If the Other Party fails to fulfil its obligations, SEM shall, as a result, also be released from its warranty and other obligations.
Art.12. Repairs and maintenance
SEM shall carry out repairs to and maintenance of the goods it has delivered to the best of its knowledge and ability and with due observance of the provisions set out elsewhere in these terms and conditions.
1. All payments should be made in cash upon delivery or by transfer to the bank account number indicated by SEM within 30 days following delivery.
2. In case of payment via the bank, the date on which the amount is credited to SEM’s bank account shall be taken as the payment date.
3. Unless explicitly agreed otherwise, SEM shall not be under any obligation to remind the Other Party in advance that the payment deadline is about to expire or to send the Other Party statements of account or similar.
4. Under no circumstances shall the Other Party ever be entitled to defer payment. Once the payment deadline has expired, the Other Party shall be in default, without a notice of default being required.
5. From the 14th day following the date on which the payment deadline expired, the Other Party shall owe SEM late payment interest at a rate of 0.75% of the amount due per month in respect of each further period of 14 days by which it exceeds the payment deadline.
6. In case of non-payment or failure to pay on time, all legal fees and execution costs and extrajudicial collection costs shall be borne by the Other Party. The extrajudicial collection costs shall amount to at least fifteen percent of the principal sum plus the contractual interest due, subject to a minimum of € 68.
7. SEM shall always be entitled, both before and after the formation of the contract, to require security for the payment, and may suspend fulfilment of the contract until such security has been provided, without prejudice to SEM’s entitlement to insist on compliance with the terms of the contract, to claim damages and/or to cancel the contract in part or in full without any judicial intervention being required and without SEM being liable to pay any form of damages as a result
At the request of the Customer, SEM shall furnish the Customer with advice in relation to technical products and accessories procured from of to be procured from SEM. SEM stresses that the advice it provides in relation to the purchase, placing and installation/assembly of the materials it has recommended is strictly without obligation. It follows that SEM cannot accept liability of any kind or in any capacity whatsoever for said advice in the event that the Customer suffers loss/damage of any kind after having acted upon the advice provided by SEM or arranged for a third party to act upon it.
Art.15. Retention of title
All delivered goods shall remain the property of SEM until they have been paid for in full. The Other Party shall be fully entitled to sell on and/or process the goods in the normal manner, but until full payment of said goods has been made, the Other Party shall not be entitled to pledge them to a third party or offer them to a third party to serve as security in the broadest sense of the term. When called upon to do so by SEM, the Other Party shall show the goods to SEM and, in case of payment default and in the cases referred to in article 15 of these terms and conditions, return them to SEM if SEM so wishes.
Without prejudice to its other rights and the provisions set out elsewhere in these terms and conditions, SEM may deem the contract to have been dissolved without judicial intervention or any notice of default being required if the Other Party fails to perform its payment obligations or defaults on them, requests suspension of payment, a bankruptcy petition is filed on its behalf, the free disposal of some or all of its assets is prohibited, any of its possessions and/or assets are seized or the Other Party sells or liquidates its company.
1. All contracts to which SEM is a party shall be governed exclusively by Dutch law.
2. In cases where the Other Party has its registered office in the Netherlands, all disputes relating to the formation, interpretation or execution of the contract, as well as any other disputes connected with or arising from the contract, shall be settled by the competent court of the district in which SEM has its registered office.
3. In cases where the Other Party has its registered office outside the Netherlands, all disputes shall be settled by arbitration in accordance with the arbitration rules of the Netherlands Arbitration Institute, with exclusion of all other or higher judicial authorities.