General Terms and Conditions
- General
1.1. These terms and conditions apply to all offers, assignments, deliveries, and other legal relationships between Freedrain B.V. and any of its affiliated companies, hereinafter referred to as ‘Freedrain’, with the buyer.
1.2. By placing an order, the buyer agrees to these general terms and conditions. Any general (purchase) conditions of the buyer do not apply.
1.3. Any deviations from these terms and conditions are only binding if agreed upon in writing.
- Offers
2.1. All our offers are entirely without obligation and apply only to the quantities mentioned therein.
2.2. These offers are only binding after written confirmation by the management.
- Changes
3.1. The buyer can only change or cancel a purchase agreement with written permission from Freedrain.
- Prices & Price Increases
4.1. Price increases resulting from changes in cost prices (e.g., raw materials, auxiliary materials, parts obtained from third parties, or increases in wages, social charges, etc.) can be passed on to the buyer.
- Issued Assignments and Orders
5.1. Representatives and agents or other members of our staff do not have the authority to conclude agreements. Agreements or arrangements made by these persons are only binding after they have been confirmed in writing by the authorized management or persons with the necessary power of attorney.
- Custom Work
6.1. Freedrain also supplies custom-made products, either by modifying an existing product or entirely under its own management.
6.2. Freedrain is entitled to demand an advance payment of up to 100% before starting the production of custom-made products.
- Delivery and Shipping
7.1. Delivery costs are invoiced on top of the order costs.
7.2. The sold goods travel at the risk and expense of the buyer.
7.3. The buyer is obliged to receive the goods and is responsible for unloading them at the agreed place. If the buyer does not accept the delivery, these goods will be unloaded by Freedrain at the buyer’s risk.
7.4. Any additional costs incurred for the delivery are borne by the buyer.
7.5. Freedrain is free to choose the mode of transport, taking into account the buyer’s wishes as much as possible.
7.6. Processed goods are deemed to have been approved by the buyer.
- Delivery Time
8.1. The delivery time indicated by Freedrain is only an estimate. Freedrain depends on its suppliers.
8.2. Any exceeding of the specified delivery term never entitles the buyer to dissolve the agreement, claim compensation, or refuse receipt of the delivery.
- Returns
9.1. Goods accepted by the buyer will not be taken back by us unless otherwise agreed in writing or unless the buyer has demonstrated that there is a defect.
9.2. In the case of a return shipment, goods travel at the risk and expense of the buyer and must be delivered undamaged and in usable condition to Freedrain’s premises.
9.3. If a return has been agreed upon between the buyer and Freedrain, Freedrain will charge the buyer return costs unless otherwise agreed.
- Sizes and Weight
10.1. All sizes, weights, and images used are only an indication and are therefore not binding.
- Installation & Processing According to Instructions
11.1. The installation and processing of the products supplied by Freedrain must be carried out according to the specified conditions and instructions, which can also be found on www.freedrain.com. In case of uncertainty, Freedrain must provide these instructions in writing to the buyer. If the buyer installs or processes the products without these instructions or not in accordance with these instructions, it is entirely at the buyer’s risk.
- Intellectual Property
12.1. All possible intellectual property rights that exist on Freedrain products, such as patents, copyrights, models, etc., remain with Freedrain at all times. Nothing may be used, copied, or handed over to third parties without written permission.
12.2. Drawings, models, molds, or dies made by us on behalf of the buyer for custom work remain the property of Freedrain.
12.3. The buyer indemnifies Freedrain against all claims from third parties in connection with infringements of intellectual property rights on specifications, drawings, models, etc., provided by the buyer.
- Warranty
13.1. The buyer is entitled to repair goods or – if this proves impossible – to free replacement of the same or a comparable product, provided there is a manufacturing or material defect. Defects must be demonstrated by the buyer.
13.2. Any warranty claim by the buyer expires after 1 year or if the delivered products have not been used for their intended purpose and/or not under normal conditions, or if the buyer or third parties have carried out repair work on the product without prior permission from Freedrain and/or Freedrain has not been given the opportunity to investigate the defect.
13.3. Warranty claims only exist if the buyer has notified Freedrain in writing within 48 hours after discovering a fault or defect and has fulfilled all his financial obligations towards Freedrain.
13.4. Furthermore, Freedrain’s warranty obligations do not go beyond what it can claim from its supplier.
13.5. No warranty is given on batteries, tires, and other wear parts. Furthermore, Freedrain is entitled to provide no or different warranties on discounted items.
13.6. Any warranty from Freedrain does not apply if and as long as the buyer is in default towards Freedrain.
- Complaints
14.1. The buyer must inspect the delivered products immediately after delivery.
14.2. Complaints regarding shortages, weights, quantities, or invoices must be submitted in writing to Freedrain within 8 working days after delivery of the goods, describing the alleged defect. If the buyer does not complain within this period, the goods are deemed to be correct and delivered to the right place.
14.3. Freedrain is not liable for any defects in delivered goods.
14.4. Complaints about invoices must also be submitted in writing within 8 days after receipt of the invoice.
14.5. The buyer loses all rights and powers due to defects if he has not complained within the above-mentioned periods and/or has not given Freedrain the opportunity to remedy the defects.
14.6. Complaints do not entitle the buyer to suspend payment of the undisputed part of the claim.
- Payments
15.1. The payment term that Freedrain applies to its invoices is stated on the order confirmation and can vary depending on the buyer. However, the payment term is never longer than 60 days.
15.2. Set-off, compensation, or settlement is not allowed.
15.3. The buyer is in default by operation of law after the payment term has expired without requiring a notice of default. As soon as there is default, the buyer owes a delay interest of 1.5% per month.
15.4. All extrajudicial and judicial costs caused by non-payment are borne by the buyer. The extrajudicial costs are equated with Report Voorwerk II.
15.5. All extrajudicial and judicial costs caused by non-payment are borne by the buyer. The extrajudicial costs are initially set at 10% of the outstanding invoice unless they are higher.
- Retention of Title
16.1. The goods delivered by Freedrain to the buyer remain the property of Freedrain at all times as long as the buyer has not paid the amount due, including any interest and costs.
16.2. Without prior written permission from Freedrain and as long as the purchase price has not been paid to Freedrain, the buyer is not free to resell the goods delivered by Freedrain or to give them to third parties as collateral, loan, storage, or consignment or to transfer ownership to third parties as security.
16.3. If the buyer processes the goods, causing Freedrain’s ownership rights to the goods to be lost, the buyer hereby immediately transfers those goods to Freedrain for the fulfillment of his obligations to us, which transfer we hereby accept.
16.4. The buyer bears the risk of all damages that may occur to these goods from the moment the delivery is deemed to have taken place. He is therefore obliged to insure the goods against all calamities at the invoice values charged by us.
16.5. If applicable, the insurance proceeds must be paid to Freedrain. Freedrain can at any time require the buyer to assign this claim to the insurers to it.
- Force Majeure
17.1. If it appears that the assignment is unfeasible due to unknown circumstances or force majeure, Freedrain has the right to modify the assignment so that execution is possible again unless execution is impossible due to force majeure.
17.2. If the modified assignment results in additional or reduced costs, these will be settled between the parties within 30 days after it is established that the assignment cannot (further) be executed.
17.3. Force majeure includes unforeseen circumstances that make compliance with the agreement by the buyer no longer reasonable. This includes war, war danger, riots, strikes, explosions, floods, burglary, significant transport difficulties, significant disruptions in the company, or other extraordinary circumstances such as obstructive measures by any government, in short, all circumstances beyond Freedrain’s control or influence.
- Liability
18.1. Except for gross negligence or intent by Freedrain, Freedrain’s liability is always limited to the purchase price (excluding VAT) of the product purchased by the buyer. If the purchase price is unknown, Freedrain’s liability is in any case limited to the amount covered by its business liability insurer.
18.2. Freedrain is never liable for indirect damage to the buyer or third parties, such as consequential damage, lost profits, immaterial damage, business, income, or environmental damage.
18.3. The buyer indemnifies Freedrain against all claims from its own relations for any reason whatsoever, regarding compensation for damage or costs related to the delivery of goods to the buyer by Freedrain.
- Disputes and Applicable Law
19.1. All disputes between the buyer and Freedrain that cannot be resolved through consultation will be submitted to the competent court in Utrecht.
19.2. All legal relationships with the buyer, even if the buyer is established outside the Netherlands, are exclusively governed by Dutch law. The parties expressly exclude the applicability of the Vienna Sales Convention.