Terms & Conditions

E4SALE, based in Zwolle, registered with the district court in Zwolle on December 21st, 2013, under number 110/2009.

Part A General

1. Applicability

1.1 These terms and conditions for the provision of services and business apply to all (quotation requests, offers or acceptances in respect of) agreements whereby E4SALE (hereinafter 'E4SALE) services or goods to a third party, or otherwise an assignment of that third (hereinafter 'the Other') accepted, all this in the broadest sense of the word.
1.2 Part A of these conditions apply to all contracts. Part B of these conditions is (also) apply if and insofar as the agreement (also) provides for the delivery of services.
1.3 The applicability of general terms and conditions or other terms, to which the other party in any form refers is expressly excluded, except if and insofar as they are accepted in writing by E4SALE.
1,4 Between E4SALE and the other party is not disputed that, once under the applicability of these conditions is contracted these terms and conditions apply in full to subsequent agreements between the same parties, unless agreed otherwise in writing.

2. Offer, offers and contract

2.1 All offers, price lists, offers and other communications from E4SALE are not binding.
2.2 The agreement between E4SALE and the other party comes about only after written confirmation by E4SALE the acceptance of offers and bids by
Other party or from the time when a start was made by E4SALE with the execution of the agreement.

3. Dimensions, weights, drawings, illustrations and technical data

3.1 The price lists, invoices, brochures, catalogs, stock lists, circulars, electronic media, website and other advertising material of any kind of E4SALE specified dimensions, weights and technical data components, and the corresponding display drawings and pictures, are only approximations and are not binding unless expressly agreed otherwise in writing. The agreed length of the cable is the ordered length with a maximum deviation of plus or minus 5%. For inaccuracies and deviations from the above data is not liable E4SALE.
3.2 The intellectual property rights to the by E4SALE and / or on behalf of the other party made images, drawings, diagrams and designs, models and shapes and everything else relating to the implementation of the agreement, regardless of whether or not fees have been vested exclusively in E4SALE.
3.3 The Party is not entitled to the documents mentioned in this article or otherwise, without the prior written consent of E4SALE, other than for personal use, totally or partially use, reproduce, publish or to inform third parties.
3.4 mentioned in this article illustrations, drawings, diagrams and designs components, and in general, which is manufactured by E4SALE and / or published, continues its wholly-owned and must immediately be returned at its request.
3.5. For errors and deviations in illustrations, drawings, diagrams and designs, etc. occurring in under Article 3.1. information contained carriers of E4SALE, it is not liable.

4. Prices

4.1 E4SALE specified prices are binding in the sense that they are always based on at factory-supplied data and supplies with the application, foreign exchange rates, insurance premiums, freight, margins schemes and other costs, and have to apply only for the quantities offered. The prices are exclusive of VAT and other sales and supply government charges.
4.2 If, after the date of the agreement one or more cost components undergo an increase - even if this occurs due to foreseeable circumstances - E4SALE is entitled to increase the agreed price accordingly. Unless otherwise stated, prices are per item and include VAT and other sales and delivery quoted government charges.
3.4 By E4SALE granted trade discounts are valid only for orders with a gross value (excluding VAT) higher than one to successively more detail by E4SALE certain limit.

5. Governance and Integrity

5.1 The Party meets in its business operations in general, and in the implementation of agreements with E4SALE especially with all provisions of applicable laws and regulations, which expressly includes, but is not limited to provisions relating to competition, corruption and the environment.
5.2 Notwithstanding the provisions of Article 5.1, it is the other party expressly prohibited by or on its behalf, staff E4SALE or agents involved in the agreement, by any means money, goods or services to promise, offer or provide.
5.3 In the event of non-compliance with Article 5.1 or 5.2, E4SALE is entitled, without prejudice to its rights under the agreement and / or these Terms and Conditions (including its right to compensation), and notwithstanding the provisions of Article 22.3, the agreement with immediate effect and without notice or judicial intervention to dissolve.

6. Delivery

6.1 All deliveries within the Netherlands, unless otherwise agreed in writing, on the condition: 'freight free delivery address.
2.6 E4SALE has to its delivery obligation by offering things to do once the Other Party. The report of the carrier is always full proof of the offer to deliver. If and insofar as there is a refusal to accept, come the return freight, storage and other costs borne entirely by the Counterparty.
6.3 The deliveries per delivery address with a total value below an invoice amount by E4SALE to successively more detailed set (excluding VAT) E4SALE reserves for the freight costs to be charged and will be charged a delivery fee in accordance with the prevailing at the time of the fulfillment of the supply surcharge rate.

7. Risk and transport

7.1 The risk of E4SALE goods to be delivered is transferred to the other party in the actual delivery of the goods at the delivery address indicated on the delivery note. The prices of E4SALE are partly based on this facility and in quotations, invoices, etc. is increasingly mentioned in that regard a separate amount, which amount, however, is part of the price. Repair Goods will be accepted only if they are sent postage paid.

8. Packaging

8.1 Unless the goods are delivered by E4SALE in a factory packaging for which its own supplier E4SALE not taxed separately, packaging costs are the Other charged extra.
2.8 By E4SALE calculated packaging is credited for the full amount, provided it within one (1) month after the date of delivery in question empty and undamaged cargo release is returned by the other party.
8.3 The Party is obliged cable reels and all the green bins delivery within three (3) months, respectively. One month after the delivery date to return undamaged and immediately usable condition, carriage. If the other party after being given notice on its obligation by E4SALE, all costs arising from the late return and replacement costs for his account. For each, do not receive return, green afleverbak an amount of ten euros per container will be charged. This bin is owned by Technische Unie and use is subject to the terms and conditions. Counterparty will bake as a good father should guard and the bottom mud and keep dirt.

9. Delivery times

9.1 The time limits by Fatal E4SALE specified delivery times are approximate only and are never, unless a certain delivery written expressly guaranteed by E4SALE.
2.9 Apart from cases where E4SALE matter has given a guarantee of compliance with the specified delivery time depends on its capabilities.
9.3 The agreed delivery period shall commence on the day E4SALE the decision received all the necessary information and documents from the other party.
9.4 In the event of late delivery E4SALE must be given written notice of default by the other party to fulfill its obligations still in a reasonable time.
9.5 If as a result of a situation of force majeure on the delivery obligations of E4SALE can not reasonably be expected of her, she is entitled to the delivery for a period equal to that of the continuation of the force majeure or other circumstances of such a nature to suspend.
6.9 Exceeding the delivery time, the other party, except as is set out in Article 22.3 of these conditions are not entitled to full or partial dissolution of the agreement and / or compensation, unless the other party intent or deliberate recklessness of proving E4SALE.
9.7 If the delivery at the agreed time, or may be, within the agreed period, E4SALE is entitled to partial deliveries. This does not apply in the event that a partial delivery has no independent value. In the case of partial deliveries E4SALE is also authorized in accordance with the applicable payment to invoice separately for each partial delivery.
8.9 Notwithstanding the foregoing, this applies to agreements on call that the purchased goods as far as possible be divided into equal amounts and deadlines over time. If this is not done, the other party without any prior notice of default and E4SALE entitled to terminate the agreement.

10. Force Majeure

10.1 For Force majeure in these conditions, in addition to that which is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which E4SALE no influence on, so she is not able to meet its obligations. Force majeure relieves E4SALE of its contractual obligations.

11. Suspension, advance payment guarantees and cancellation

1.11 E4SALE is authorized full or partial implementation of the agreement to be suspended if and as long as the other party does not, not completely, not properly or timely fulfill any of the agreement between the Party and E4SALE obligations to the latter.
2.11 E4SALE also has jurisdiction if, in its reasonable opinion the financial condition of the other party justifies this, advance payment or security in the form of a bank guarantee, mortgage, requiring a pledge or warranty and in the meantime the full or partial execution of the contract suspend.
3.11 Cancellation by the other party of an agreement can only occur with the prior written consent of E4SALE. If E4SALE agree to the cancellation, the Other E4SALE, a compensation of at least 25% of what the other party would have had to pay for the execution of the agreement E4SALE, notwithstanding the right of E4SALE to full compensation for costs and damages.

12. Payment

12.1 The payment of the invoice amounts shall within thirty (30) days after date of invoice to be credited to the account of E4SALE. Different payment or cash payments, must advance in writing to be confirmed by E4SALE.
12.2 The payment deadline is a deadline specified in Article 12.1. If not paid, or if no payment has been made in installments, or if (outside) judicial suspension of payments, bankruptcy or debt settlement of the Party is requested or granted, the other party is deemed to be in default and without further notice or summons from that moment the claim on the Counterparty due immediately due and the applicable Dutch statutory commercial interest, which a portion of one (1) month as a full month is considered on the outstanding amount due (principal including credit cost of 1.5% per month and statutory interest).
12.3 If E4SALE associated with late payment (outside) take judicial measures, all resulting costs at the expense of the other party, which is at least 15% of the outstanding amount with a minimum of 50, - euros, without prejudice the right to full compensation.
4.12 E4SALE is entitled -no matter of different provisions or provisions - all payments in a E4SALE by choosing order to do stretching deducted from what the other party supply, interest and / or costs owed to E4SALE.
12.5 The Other Party is entitled to the extent agreed and provided it is explicitly stated on the invoice a credit limitation surcharge (KTB) to spend 1.5% deducted from the invoice amount if payment within the period of thirty (30) days after the invoice date occurs.
12.6 If the other party for whatever reason also has one or more (additional) claims on E4SALE, or will acquire, the other party shall waive the right of setoff in respect of this claim (s), the distance of the right to settlement The same applies if the Counterparty suspension of payments and / or bankruptcy or debt restructuring has been requested or granted.

13. Retention of title and lien

13.1 All goods delivered shall remain the exclusive property of E4SALE until such time as the counterparty to all obligations arising from or relating to agreements where E4SALE has undertaken to deliver required, including claims relating to penalties, interest and costs, including costs due to loss of value and / or take back goods delivered. Until that time, the Party held the goods delivered by E4SALE separately from other goods and clearly identified to preserve the ownership of E4SALE and properly insure and keep insured and the policy of this insurance on first request E4SALE for inspection as well as non working or processing of these objects on.
02.13 Despite the retention of the Party the goods delivered are held for their own account and risk.
13.4 If there is reasonable fear that the other party fails to perform any obligation under paragraph 1 of this Article against E4SALE, or if there is reasonable fear that the other party will not complying with the above obligations, the Party obligated the property to be delivered, necessary components and / or resultant newly formed goods at the first request E4SALE make available. If the other party does not cooperate with this is E4SALE without prior notice entitled delivered immediately to take possession, to which the other party now for then her or by a designate its authorized third unconditional and irrevocable consent to all these locally thereto enter, where the properties are located and E4SALE to take them back. The cost of take-back / gift will be charged to the client.
13.5 The Other Party is not satisfied as long as the above obligations, is not entitled to dispose of goods in question, or on the goods in question to establish a pledge or possessory pledge. If the other party under retention delivered good nonetheless delivers to a third party, the other party is obliged to retain ownership of the property in question.
6.13 E4SALE provided to the other party when the other party all of its obligations to E4SALE has met the ownership of the delivered goods subject to the lien of E4SALE, also on behalf of other claims that E4SALE on the other party. The other party will first request to E4SALE all assistance as may be necessary in this context and desired.

14. Eligibility and quality

1.14 E4SALE does not guarantee and is never deemed to have guaranteed or there are warrants that the goods are suitable for the purpose for which the other party wishes to treat, process, use or do use. The warranty obligation vanE4SALE extends no further than the explicitly made on quality or explicitly agreed quality standards.

15. Complaints and return of goods

15.1 The other party must inspect the goods delivered immediately after delivery has been agreed on any discrepancies with what. Any complaints regarding the delivered goods must be in writing, accompanied by the corresponding packing list be submitted no later than the seventh (7th) day following the delivery date at E4SALE. After the expiry of the aforesaid period it applies delivered as irrevocably and unconditionally accepted by the other party. The other party must keep the faulty goods available E4SALE. By submitting a complaint to the other party of the payment is not suspended in respect of the goods in dispute. In case of hidden defects, the stated under Article 15.6.
15.2 Complaints are only valid if the packaging of the business is still in the original and undamaged condition. If the items are damaged externally observable upon arrival, then the other party in this regard to make a reservation in writing to the carrier and he is in deviation of the above within twenty-four (24) hours of receipt of E4SALE to messages.
15.3 The defective goods may be returned only after prior consultations have taken place with any of the sales staff E4SALE. The foregoing also applies if E4SALE has agreed with the return of goods for repair without it, there have been a complaint.
15.4 If goods are assembled or processed by the other party's complaint - for whatever reason, the case of wrong delivery including but not - no longer allowed, even if it is filed within the prescribed period; in such cases is to E4SALE in no compensation of any kind held.
15.5 Verbal complaints and claims which are submitted after the expiry of this deadline will not be accepted.
15.5 Complaints about defective goods, which are removed, must be made immediately upon delivery.
15.6 If goods which are supplied under factory or importer warranty, will be returned at the discretion of the warranty by the manufacturer or importer, may cost, which where appropriate including E4SALE incurred will be charged to the client.
15.7 If there is to E4SALE for repair returned goods without there being a complaint, these cases remain classified as with all resulting consequences will be delivered to the other party, while the (potential) cost of repair and transportation to the Other Party be charged.
15.8 Under the conditions may be reversed already delivered by proposing E4SALE with crediting of the invoice sent, provided the goods are still in original condition and packaging, and still belong to the current range. The delivered goods are taken return to thirty (30) days from delivery date. Especially for the other party ordered will be in no case
return taken.
15.9 • Facilities If a case meant pretending to be here, the Other Party will be charged for so-called. 'Credit costs', which consist of 3% per shipment with a minimum of 6.80 euros (the amount downwards is rounded to a multiple of 2, 25 euros), with the proviso that for devices with a value of more than 225, - Euros a fixed amount of 11, - Euro per unit will be charged.
15:10 There is one price charged for goods described as' credit costs (including shipping and handling). Filing complaints relieve the other party from payment under the bill.

16. Approvals and restrictive (installation) regulations for use or sale in any other country

1/16 Business / products that must be provided under the Dutch legislation of a seal, provided by E4SALE in the performance for which the label was issued. Additionally E4SALE also carries goods / products that do not have a Dutch label. The goods offered by E4SALE / products are in principle intended for sale on the Dutch market. Sale or installation of these goods / products in other countries may be subject to limitations resp. are not allowed and shall be for full risk of the Other. The Other indemnify E4SALE for all damages and costs ensue.

17. Disclosure requirements

17.1 Without prejudice to any other rights of E4SALE the Counterparty if it anticipates or should reasonably anticipate that they will fail to fulfill any of its obligations required E4SALE of this immediately in writing stating the reasons and the deficit probable duration of this failure.
17.2 The Other obliged to E4SALE always actively to provide all information that may be relevant in the context of the agreement E4SALE.
17.3 (in time and / or fully) fulfill the obligations of this article 17 leads to the other party in respect thereof not rely on force majeure.

18. Damages and Liability

1.18 E4SALE, its employees or third parties engaged, are not liable for any damage suffered by the other party in relation to any delivery obligation, the delivery of goods, the delivered goods themselves or the use thereof, properties or quality of products sold and / or delivered business, or any E4SALE by or on behalf of its work performed, services or advice given, which must also include damage resulting from the failure to properly perform a repair or redeliver.
2.18 Nor are eligible for reimbursement: transportation, travel and accommodation expenses, (dis) assembly and / or (re) installation, loss of profits, business interruption, even if E4SALE has been informed of the possibility of such damages.
18.3 results referred to in section 18.1 and 18.2 exception if and when the other party intent or deliberate recklessness of proving E4SALE, in which case however E4SALE never more will be held over compensation for the direct loss of the Other.
18.4 The liability of E4SALE pursuant to Article 18.3 shall at all times be limited to replacement of the sold and / or delivered and / or reversal of the sold and / or delivered goods and credit to the sold and / or delivered invoiced amount, or (with delivery services) to compensate it for the mission-related invoice amount, at the discretion of E4SALE.
18.5 The goods delivered by E4SALE meet the agreed quality standards. Subject to the provisions of Article 14.1 E4SALE warrant does not and is never deemed to have guaranteed or there are warrants that the goods delivered are suitable for the purpose for which the other party wishes to treat, process, use or do use. Samples are only by way of
indication provided.
18.5 If the agreement with the other party as concerns involve the third party E4SALE or has involved the Other no other rights than those which it can directly enforceable against the manufacturer or against the supplier of E4SALE under by the manufacturer or supplier of the goods supplied under this warranty. The settlement of a claim under the guarantee is entirely at the discretion of the manufacturer or importer concerned.

19. Indemnity

19.1 The Other Party indemnifies E4SALE against all third party claims for compensation for loss or otherwise. which, directly or indirectly, directly or indirectly related to the agreement (s) and thereby by E4SALE goods and / or services resulting from third party claims. Furthermore, the Other E4SALE indemnify against all third party claims for compensation for loss or otherwise which relate directly or indirectly to the editing and / or (electronic) transmission of information provided by E4SALE. The indemnity in this Article shall not apply in the case of intent or deliberate recklessness of E4SALE.

20. Failing E4SALE

20.1 no case has been a shortcoming of E4SALE if:
a. and as long as the other party against E4SALE is in default;
b. the goods have been exposed to abnormal conditions or careless
or treated improperly;
c. things have been stored for longer than normal and it is plausible that loss of quality has occurred;

21. Forfeiture guarantee obligation

21.1 If during the warranty period, any repair or alteration to the sold and / or delivered is provided without the prior written consent of the guarantor, or if the other party fails to meet its payment obligations, will immediately invalidate any warranty obligation. The Party can not refuse payment on the grounds that any guarantee obligation, not yet, or not fully met.
21.2 The warranty does not apply if a defect is a result of improper use, negligence, improper installation or error experimentation with the business, not by E4SALE allowed attempts to repair, unauthorized modification or use of the goods or if the defect is a result of not normal use of the goods or of a fire or other accident.

22. Insurance

22.1 The Other Party has adequate insurance and will adhere adequately insured for legal and professional liability and will E4SALE first request, provide insight into the relevant policy (ies). The other party undertakes - immediately after being held liable by E4SALE - all claims regarding payment (s) to assign insurance proceeds on first request to E4SALE.

23. Termination of agreement

23.1 The Counterparty will E4SALE with an agreement at all times strictly comply with and implement without deviations.
2.23 E4SALE is entitled to the agreement by the other party, or the part not executed yet thereof, with immediate effect, without judicial intervention being required, and without therefore being liable to pay any compensation for any damages, notwithstanding the right of E4SALE full compensate the other party for costs and damages, to cancel by registered letter if:
- The other party refuses at first request in the circumstances referred to in Article 11.2 as a prepayment or provide adequate security;
- The Other acts contrary to what is contained in Article 9.8;
- Dies the other party (if natural person);
- The other party applies for a moratorium or is in receivership;
- The other party is declared bankrupt or his bankruptcy has been demand;
- There is closure or liquidation of the company of the other party or transfer of its business;
- Involves the dissolution of (part of) the company of the other party;
- There is a substantial change in the equity and / or voting ratio in the company of the other party;
- Seized a substantial portion of the assets of the other party, which attachment is not lifted within a reasonable time;
- The other party does not, not completely, not properly or timely fulfill any of his contractual obligations to the E4SALE and, despite a request to do so, failed within seven (7) days after such a request to remedy the breach.
3.23 In addition to what is contained in Article 23.2, may after the force majeure on the side of E4SALE referred lasted in Article 10.1, more than six (6) months, both the Party and E4SALE terminate the agreement by registered letter and only for that part the obligations that have not been fulfilled. The parties in this case are not entitled to compensation as a result of the dissolution
suffered or to be suffered.
23.4 All claims which E4SALE in the case referred to in this article on the Counterparty may have or be immediately and fully claimable.
23.5 Notwithstanding its other rights E4SALE in the situations described in Article 23.2 and 23.3 the law all of its obligations under (a) agreement with the other party (s) to be suspended.
23.6 Dissolution as in this article will not result in rights E4SALE which by their nature are intended to live on, finish.

24. Transfer of rights and obligations

24.1 Without the prior written permission of E4SALE it is not permitted to assign the rights and obligations arising from the agreement to a third party, the other party, pledge or under any title (ownership) to transfer.
2.24 E4SALE is entitled to the contract, or any resulting therefrom (e) rights and / or any obligation to transfer it to a group company (pursuant to article 2: 24b of the Dutch Civil Code). To the extent required grants the other party its consent under Article 6: 159 BW.

25. Party Liability

25.1 If contracted by E4SALE any agreement with a legal personality, body, enables the management of that body, at least those who represented the body at the conclusion of the agreement as against E4SALE, behave towards her surety for the fulfillment of all obligations from that agreement follow that body.