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Enviromen B.V.
General Terms & Conditions ENVIROMEN B.V.
GENERAL CONDITIONS OF SALE, RENTAL AND DELIVERY
of Enviromen B.V.
1.1 These general conditions apply to all offers, quotations, sales, rentals, and deliveries made by Enviromen B.V. (“Enviromen B.V.”) and to all agreements concluded with Enviromen B.V. The counterparty shall hereinafter be referred to as “the Client”.
1.2 Any general or other conditions of the Client are expressly excluded unless and to the extent Enviromen B.V. has accepted them in writing. In case of any inconsistency, these General Conditions shall prevail.
1.3 Deviations from these Conditions shall only be binding if expressly confirmed in writing by Enviromen B.V. Any deviation shall apply solely to the specific transaction concerned.
1.4 “Written” or “in writing” means by letter, facsimile, or electronic communication.
1.5 In the event of discrepancies between the English and Dutch versions of these Conditions, the Dutch text shall prevail.
2.1 All offers and quotations by Enviromen B.V. are without obligation unless expressly stated otherwise in writing. Offers are valid for a maximum of 30 days and may be withdrawn at any time.
2.2 Where the Client provides Enviromen B.V. with drawings, data, or specifications, Enviromen B.V. may rely upon their accuracy in preparing its quotation.
2.3 If the Client does not accept an offer, Enviromen B.V. may charge the Client for all reasonable preparation or quotation costs.
2.4 An agreement shall only be binding upon written confirmation by Enviromen B.V. Orders accepted by agents or representatives shall not bind Enviromen B.V. unless confirmed in writing.
2.5 All agreements are entered into subject to Enviromen B.V. determining the Client’s creditworthiness to be satisfactory in its sole discretion.
2.6 Enviromen B.V. may at any time require the Client to provide adequate security for performance. Failure to provide such security entitles Enviromen B.V. to suspend its obligations or to terminate the agreement without notice or judicial intervention, without prejudice to any right to damages.
3.1 All prices are stated in euros and are exclusive of VAT, import duties, levies, or other governmental charges, unless otherwise agreed in writing. Delivery shall take place “ex works” (Bunnik, the Netherlands) in accordance with Incoterms® 2010.
3.2 All prices appearing in quotations, price lists, the Enviromen B.V. website or other communications are subject to change without prior notice. Enviromen B.V. reserves the right to amend its prices at any time as a consequence of fluctuations in market conditions, labour or transport costs, supplier pricing, currency exchange rates, duties, or other cost factors.
3.3 The Client shall always refer to the latest prices published on the Enviromen B.V. website or confirmed in writing by Enviromen B.V. Earlier quotations or outdated prices shall confer no rights.
3.4 If, after conclusion of an agreement but before delivery, cost factors increase, Enviromen B.V. shall be entitled to pass on such increases to the Client. Any increase shall be deemed reasonable unless manifestly disproportionate.
3.5 All clerical or typographical errors in price indications or communications shall be non-binding and may be corrected at any time.
4.1 Invoices must be paid in full within 30 days of the invoice date to the bank account designated by Enviromen B.V., without any deduction, set-off, or suspension, unless otherwise agreed in writing.
4.2 Payments by the Client shall first be applied to interest and costs due and then to the oldest outstanding invoices, irrespective of any payment reference.
4.3 If payment is not made when due, the Client shall be in default without notice. Statutory commercial interest plus 2% per month (or part thereof) shall accrue automatically, together with extrajudicial collection costs of not less than 15% of the total amount due, subject to a minimum of € 150.
4.4 In the event of late payment, Enviromen B.V. may suspend performance or terminate the agreement, wholly or partly, without notice or judicial intervention, and claim full compensation for all losses suffered.
4.5 Enviromen B.V. may at any time demand advance or interim payments as it deems appropriate.
4.6 All amounts owed shall become immediately due if the Client is declared bankrupt, applies for suspension of payments, is placed under administration, or otherwise ceases business.
5.1 Delivery terms shall be determined per transaction and interpreted in accordance with Incoterms® 2010.
5.2 Enviromen B.V. may make partial deliveries, each of which may be invoiced separately.
5.3 Delivery times are indicative only and never of the essence. Enviromen B.V. shall not be in default until after written notice and a reasonable additional period for performance.
5.4 The delivery period commences once the agreement is confirmed, all required data have been received, and any agreed security or advance payment has been provided.
5.5 Exceeding the delivery time, even substantially, shall not entitle the Client to damages or termination, except in cases exceeding 12 weeks and not caused by force majeure.
5.6 For custom-made or non-standard products, Enviromen B.V. may deliver up to 10% more or less than ordered; invoicing shall be based on the actual quantity delivered.
5.7 If the Client fails to take delivery at the agreed time, all risks and costs (including storage, transport, and depreciation) shall pass to the Client. Enviromen B.V. may then ship, store, or resell the products at the Client’s expense, without prejudice to other rights.
5.8 Any certificates or documents requested by the Client shall be charged separately.
6.1 A call-off order obliges the Client to purchase an agreed quantity within the agreed term.
6.2 If no term is agreed, the Client must call off all products within six months of the agreement date.
6.3 Unless otherwise agreed, call-off notices must be received at least 15 days before the requested delivery date. Enviromen B.V. may deliver within a reasonable period before that date.
7.1 Order cancellation by the Client is not permitted without written consent. If Enviromen B.V. accepts cancellation, the Client shall reimburse all related costs, including preparation, materials, storage, and loss of profit.
7.2 Unless otherwise agreed, minimum cancellation fees are 15% of the total order value with a € 50 minimum (exclusive of VAT). For custom-made or factory-specific products, cancellation fees amount to 100% of the order value plus VAT.
8.1 The Client shall inspect products immediately upon delivery for visible defects and conformity.
8.2 Visible defects must be reported in writing within 10 working days after receipt; hidden defects within 10 working days after discovery or when they could reasonably have been discovered.
8.3 Failure to comply with these periods extinguishes all related claims.
8.4 If a complaint is accepted, Enviromen B.V. may, at its discretion, deliver missing goods, repair, replace, or credit the invoiced amount. Replaced items become the property of Enviromen B.V.
8.5 Returns require prior written consent and must be delivered DDP (Bunnik, the Netherlands). Only current standard products may be returned. Custom or special items are excluded.
8.6 Invoice disputes must be submitted in writing within 8 days of the invoice date.
9.1 The Client is responsible for verifying the suitability of Enviromen B.V.’s products for its intended purpose.
9.2 Except as provided in Article 8, Enviromen B.V. shall have no liability for defects.
9.3 Except in cases of wilful misconduct or gross negligence by Enviromen B.V., all liability for indirect, consequential, trading, or immaterial loss is excluded.
9.4 Enviromen B.V. shall not be liable for defects arising from products or components supplied by third parties; any claims against such suppliers will be transferred to the Client upon request.
9.5 The Client shall indemnify Enviromen B.V. against all third-party claims, including product-liability claims, arising out of use or resale of the products.
9.6 If, notwithstanding the above, Enviromen B.V. is liable for any reason, its liability shall be limited to the net invoice value of the relevant products, up to a maximum of € 25,000 per event or series of connected events.
9.7 The Client shall ensure that products are used only by qualified personnel and that all instructions provided by Enviromen B.V. are followed.
10.1 All delivered products remain the property of Enviromen B.V. until full payment of all amounts due, including interest and costs.
10.2 If the Client defaults, Enviromen B.V. may repossess and sell the goods; associated costs are for the Client’s account. The Client hereby irrevocably authorises Enviromen B.V. to access its premises for that purpose.
10.3 Until full payment, the Client shall not pledge, rent, or otherwise encumber the goods, except for normal resale in the ordinary course of business.
10.4 Upon resale, all claims against the Client’s customers are automatically assigned to Enviromen B.V., which hereby accepts such assignment.
10.5 Processing or combination of goods shall not affect Enviromen B.V.’s ownership until all obligations are fulfilled.
11.1 If the Client fails to perform any obligation or Enviromen B.V. reasonably fears non-performance, Enviromen B.V. may suspend or terminate the agreement immediately without notice or compensation.
11.2 All claims of Enviromen B.V. become immediately due upon suspension or termination, including damages and lost profit.
12.1 Enviromen B.V. shall not be liable for non-performance due to force majeure.
12.2 Force majeure includes, but is not limited to, governmental measures, transport difficulties, embargoes, non-delivery by suppliers, strikes, fire, breakdown, war, or similar circumstances beyond Enviromen B.V.’s control.
12.3 Where performance is partly possible, Enviromen B.V. may invoice the deliverable part separately.
12.4 If a force-majeure situation continues for more than 90 days, either party may terminate the contract in writing, without the Client being entitled to compensation.
The Client shall comply with all national and international export regulations concerning the products and shall indemnify Enviromen B.V. for any loss arising from non-compliance.
Both parties shall treat all business information received from the other as strictly confidential. The Client shall ensure its employees observe this obligation. Information shall be deemed confidential if so designated or if its nature implies confidentiality.
15.1 All intellectual property rights relating to offers, designs, drawings, models, or products supplied by Enviromen B.V. remain the exclusive property of Enviromen B.V. or its licensors.
15.2 The Client acquires only those usage rights expressly granted and shall not alter, copy, rebrand, or register any Enviromen B.V. intellectual property without prior written consent.
16.1 All agreements with Enviromen B.V. are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
16.2 All disputes shall be submitted exclusively to the competent court in Utrecht, the Netherlands, unless Enviromen B.V. elects another competent forum.
17.1 These rental conditions apply to all quotations and agreements under which Enviromen B.V. rents out movable property to the Client.
17.2 Deviations are only valid if confirmed in writing by Enviromen B.V.
18.1 The rental period commences on the agreed date, being when the rented items are made available or collected.
18.2 Unless otherwise agreed, the rental period ends when the items are returned to Enviromen B.V. or, if collection by Enviromen B.V. is agreed, on the date of cancellation, whereby the day of cancellation is counted in full.
18.3 If the Client fails to make the rented items available after cancellation, the rental period continues until Enviromen B.V. regains possession. All additional costs are for the Client’s account.
19.1 The Client is liable for all loss or damage occurring during the rental period and must report such incidents immediately.
19.2 Enviromen B.V. requires the Client to take out insurance by paying a 5% surcharge on the rental price, with an excess of € 1,000 per rented item.
19.3 In the event of theft or disappearance, the Client remains fully liable for replacement costs and must file a police report within 24 hours and provide Enviromen B.V. with a copy.
19.4 Insurance cover lapses in cases of negligence, unauthorised use, or sub-rental without written approval.
20.1 Rented items are deemed delivered in good condition unless external defects are reported immediately upon delivery.
20.2 The Client shall ensure that an authorised person is present to receive the delivery. If no one is present, Enviromen B.V. may withhold or reschedule delivery, and all associated costs shall be borne by the Client.
20.3 Upon collection, the Client must ensure that the items are readily available for Enviromen B.V. Failure to do so will result in additional labour or transport charges.
20.4 Items must be returned in the same condition as received, clean and complete. Missing or damaged parts will be charged at replacement cost.
20.5 If, upon inspection, returned items are deemed dirty, Enviromen B.V. will charge € 25 per item for cleaning.
21.1 All rental prices are exclusive of 21% VAT and 10% compulsory insurance surcharge calculated on the rental price.
21.2 Invoices are issued weekly to the Client’s designated e-mail address and are payable within 30 days of the invoice date.
21.3 Late payment shall incur a € 50 administration fee and statutory commercial interest.
21.4 Complaints regarding invoices must be submitted within 10 days; the original due date remains unaffected even if the complaint is justified.
22.1 Enviromen B.V.’s liability for rented equipment is strictly limited to direct personal injury caused by demonstrable defects in its equipment and shall not exceed the amount paid by its liability insurer.
22.2 Enviromen B.V. accepts no liability for consequential loss such as data loss, downtime, or measurement errors due to signal failure or other external factors.
22.3 The Client shall indemnify Enviromen B.V. against all third-party claims relating to use or possession of the rented equipment.
22.4 Any liability of Enviromen B.V. expires one year after the event giving rise to the claim.
Enviromen B.V. values the privacy of its Clients and shall process personal data in compliance with the General Data Protection Regulation (GDPR). The Client’s data shall only be used for the execution and administration of the agreement and related business purposes.
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