Terms and Conditions

General conditions AEM products
Filed at the Chamber of Commerce in Tiel.

1. General
2. Offers
3. Intellectual property/confidentiality
4. Agreement
5. Price changes
6. Delivery and term of completion
7. Transport and risk
8. Force majeure
9. Warranty
10. Liability
11. Reservation of ownership
12. Payment, interest, costs and dissolution
13. Applicable law and choice of forum

1. General
1.1. “Client” in these conditions means: every (legal) person, who has entered into an agreement or wishes to conclude an agreement with AEM products, as well as his representative(s), authorised representative(s), legal successor(s) and heirs.
1.2. Under "assignment" is understood in these conditions: each instruction given to AEM products by the client to perform services and/or to make deliveries.
1.3. Only the present terms and conditions apply to all offers and agreements. The applicability of the general terms and conditions used by the client is explicitly rejected.

2. Offers
2.1. All offers are without obligation, unless the contrary explicitly follows from this.
2.2. All quotations are made subject to price changes. Prices are based on delivery ex warehouse
AEM products, exclusive of VAT, import duties and other taxes, levies and duties; excluding costs of packaging, loading and unloading, transport and insurance.
2.3. The client guarantees the correctness of data, drawings and/or calculations provided with respect to an offer of data, drawings and/or calculation on behalf of him.

3. Intellectual property/confidentiality
3.1. All intellectual property in respect of products, services provided and/or goods delivered are reserved by AEM products.
3.2. The client undertakes to use all (technical) data made available to her by AEM products, such as diagrams, drawings and models for own (internal) use only and in no way whatsoever to grant access to third parties.
3.3. In case of infringement of our intellectual property or violation of Article 3.2, the client will forfeit an immediately and payable fine of EUR 20,000 per violation and for every day that the violation continues, without prejudice of the right to full compensation.

4. Agreement
4.1. An agreement is only established after AEM products has expressly accepted and confirmed in writing, or if AEM products has started with the implementation. The order confirmation is deemed to reflect the agreement correctly and completely.
4.2. Any later additions, changes, (oral) agreements and/or commitments made only bind
AEM products if they are confirmed in writing.
4.3. AEM products is authorised to engage third parties in the execution of an order, including the internalisation of the costs to the client in accordance with the provided quotation or cost price.

5. Price changes
5.1 If the execution thereof is not yet completed within 3 months after the assignment has been granted, AEM products is entitled to charge an increase of the cost-determining factors to the client accordingly. If this increase exceeds 5%, the client has the authority to dissolve the agreement.

6. Delivery and term of completion
6.1. Unless otherwise agreed, delivery takes place ex warehouse AEM products.
6.2. Delivery of goods takes place when the goods leave the warehouse of AEM products or leave the warehouse of a third party in case of delivery by a third party or when they are otherwise made available to the client, unless another time of delivery is agreed in writing
6.3. Delivery of work performed by or on behalf of AEM products takes places at the moment that the work is completed or when the client takes the work into use. Defects or inadequacies of a subordinate nature do not hinder the delivery.
6.4. Deadlines for delivery are not fatal and are given approximately.
Time limits are extended reasonably if changes occur in the scope of the order and/or the circumstances under which the assignment will be executed.
6.5. Exceeding the term of delivery does not entitle you to any compensation.
6.6. If the deadline for delivery or the day on which repaired items should be collected, will expire and the goods have not been purchased or collected by client, they will be stored at the expense and risk of client.

7. Transport and risk
7.1. Transport is done by and for the account and risk of the client. The client must insure himself against these risks.
7.2. As referred to in art. 6.2, goods are from the moment of delivery for the risk of the client, even if items have to be delivered by or on behalf of AEM products.
7.3. The client is liable for all damage resulting from loss, theft or damage to items that are used in the execution of an order and that are located at the place where the work is performed. This does not apply when the items in question are used in a workshop of AEM products or a third party engaged by it.

8. Force majeure
8.1. AEM-products is not obliged to fulfil any obligation towards the client if she is prevented from doing so as a result of a circumstance which is not due to fault, and neither by virtue of the law, a legal act or current opinions.
8.2. In these general conditions, force majeure is meant, besides what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which AEM products can not exert influence, but as a result of which AEM products is unable to meet its obligations. This includes in any case industrial strikes in the company of AEM products or the company of third parties as well as non-compliance with their obligations by suppliers/contractors of AEM-products. AEM-products also has the right to invoke force majeure if the circumstance prevents (further) performance of the agreement, after AEM products should have fulfilled its obligation.
8.3 AEM products can suspend the obligations from the agreement during the period that the force majeure continues the obligations. If this period lasts longer than two months, each party is entitled to dissolve the agreement, without obligation, to compensation for damage to the other party.
8.4. Insofar as AEM products has already fulfilled its obligations partially or will be able to comply with it under the agreement at the time of the occurrence of force majeure, and independent value accrues to the party, AEM products is entitled to be invoiced separately. The client is obliged to pay this invoice as if there was a separate agreement.

9. Guarantee
9.1. AEM-products guarantees the soundness of delivered products for a period of 24 months and
of work performed for 6 months, without prejudice to the provisions of Article 9 of these general terms and conditions. Warranty on third-party matters or work done by third parties is only given if and insofar as the third party concerned actually provides a guarantee in a given case.
9.2. With regard to alleged shortcomings in the degree of functionality, no guarantee is given at all, as this functionality is strongly determined by circumstances that are beyond the sphere of influence of AEM products.
9.3. Defects must be submitted in writing within 14 days after discovery at AEM products, with accurate indication of the nature, scope and (presumptive) cause of the defect, under penalty of expiry of guarantee.
9.4. No guarantee is granted if there is normal wear and tear, changes have been made by third parties or repairs have been made, the case has been used outside the normal destination and/or when there is or has been defective maintenance, storage or any other form of improper use.
9.5. AEM product can, in case of a guarantee claim, replace the case at its own discretion, repair or credit the client for a proportionate part of the invoice.
9.6. The existence of a guarantee claim does not affect the payment, obligations of the client and does not constitute grounds for suspension or dissolution.

10. Liability
10.1. The liability of AEM products does not go beyond what is stated in Article 9 of these general conditions. In the unlikely event that there is a more far-reaching obligation on AEM products, this is limited to the amount that in the occurring case is actually paid by the insurer taken out by
AEM products, plus the deductible excess under that insurance. Any liability of AEM products is limited to €1,000 if no (complete) cover is provided and/or no insurance was provided for the damage in question.
10.2. Any liability of AEM products for damage due to errors of assistants is excluded, cases of intent or gross negligence or those assistants is included.
10.3. AEM products is not at all, therefore not even up to the limit mentioned in Article 9.1, liable for consequential damage suffered by the client and/or third parties, lost profits and other pure financial loss.
10.4. The client indemnifies AEM products for all claims from third parties under product liability, and furthermore for all claims of third parties that are directly or indirectly related to AEM products in the context of the implementation of the work performed/goods delivered for the assignment, or the use of goods by the client or third parties.

11. Retention of title
11.1. AEM products remains the owner of all good delivered by it, until the moment the client has fulfilled all obligations under supplied good or goods still to be supplied, work performed or to be performed, as well as in respect of claims due to shortcomings in the performance of such similarities.
11.2. The client is responsible for the matters within the framework of the normally used or to be delivered business activities. A relevant delivery of a stipulated retention of title in respect of a product delivered by AEM products.
11.3. If the retention of title can not be enforced as a result of deformation, processing or negotiation, the client is held at first request for AEM products to provide replacement business security.
11.4. When goods on which a retention of title rests, are destroyed or damaged, from that moment that AEM products is entitled to the insurance proceeds,

12. Payment, interest, costs and dissolution
12.1. When giving/undersigning a (written) order, half of the total amount has to be paid.
AEM-products will start the work after receiving the amount due.
12.2 The final invoice must be made in cash or for the delivery by deposit or transfer to products designated by AEM products by bank and giro account. Any claim on suspension or settlement is excluded.
12.3. From the moment the client is in default, he owes an interest of 1.5% per months, as well a compensation to cover extrajudicial costs, which are set at 15% of the principal sum with a minimum of €250.Payments are primarily used to pay interest and extrajudicial costs.
12.4 If the client loses the (free) disposal of his assets or a request for this is made, AEM products is entitled to dissolve contracts with immediate effect.

13. Applicable law and choice of forum
13.1. To all offers, agreements and the execution thereof exclusively Dutch law applies, with the exclusion of the applicability of the Vienna Purchase treaty and other international regulation of which exclusion is allowed.
13.2. With regard to the interpretation of international trade terms, the "Incoterms", such as compiled by the International Chamber of Commerce in Paris, applies.
13.3. Disputes can only be submitted to the Utrecht District Court.