General terms

Article 1. General

1. These terms and conditions apply to all offers and/or quotations and/or agreements including, however, not limited to a purchase/sale agreement and/or transport agreement between WSI Models B.V., based in Nieuwegein, hereinafter collectively referred to as "WSI" and the other party, hereinafter referred to as the "Client".
2. These general terms and conditions are referred to as "GTC WSI Non-Consumers".
3. Any additions or deviations from the GTC WSI Non-Consumers must be agreed in writing; such additions and deviations shall only apply to the agreement in which they are made.
4. The rights and obligations from agreements between WSI and the Client cannot be transferred by the Client to third parties, subject to WSI’s written consent.
5. The applicability of any purchase or other terms and conditions of the Client is expressly excluded.
6. If one or more provisions of these GTC WSI Non-Consumers prove to be void or voidable in whole or in part at any time, the remaining provisions of the GTC WSI Non-Consumers shall remain applicable. WSI and the Client shall in that case consult with each other in order to agree on new provisions to replace the void or voided provisions, which shall be as much as possible in keeping with the purpose and meaning of the original provisions.
7. In the event that a situation arises between WSI and the Client, which has not been provided for in these GTC WSI Non-Consumers, such situation shall be assessed according to the purpose and purport of the GTC WSI Non-Consumers.

Article 2. Quotations and offers

1. All of WSI’s quotations and/or offers are without obligation, unless the quotation and/or offer stipulates a deadline for acceptance. A quotation and/or offer lapses if the product to which the quotation or offer relates is no longer available during this period.
2. A quotation and/or offer which contains an obvious clerical error and/or mistake is null and void and shall not cause any legal consequence for WSI. WSI cannot be held to its quotations and/or offers if the Client can reasonably understand that the quotations and/or offers, or any part of them, contain an obvious mistake or slip of the pen.
3. Prices stated in an offer and/or quotation are exclusive of VAT and other government levies, any costs to be incurred with respect to the agreement, including travel, accommodation, handling, shipping and administration costs, unless otherwise agreed.
4. The costs of sending the goods by post by TNT, UPS, Fedex and/or another mail order/transport company shall be charged to the Client on a one-to-one basis. If the goods are to be delivered by WSI itself within the Netherlands, €50 in transport costs will be charged, unless otherwise agreed.
5. A composite quotation shall not oblige WSI to carry out part of the order at a corresponding part of the quoted price. Quotations and/or offers shall not automatically apply to future orders, unless expressly agreed by the parties.

Article 3. Contract term, delivery periods, performance and amendments to the agreement

1. If a deadline has been agreed or stated for the completion of certain activities or for the delivery of certain goods, such deadline shall never be a strict deadline but only an indication of the expected delivery date.
2. If WSI requires information from the Client with respect to the execution of the agreement, the execution period shall not commence until the Client has supplied this information to WSI accurately and completely.
3. Delivery shall be made ex WSI's premises. The Client shall be obliged to accept the goods at the time they are provided to it by WSI. If the Client refuses to take delivery or fails to provide information or instructions necessary for delivery, WSI shall be entitled to store the goods at the expense and risk of the Client.
4. WSI has the right to engage third parties to perform work.
5. WSI is entitled to execute the agreement in several phases and to invoice the part so executed separately.
6. If the agreement is performed in stages, WSI shall suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
7. If, during the execution of the agreement, WSA believes that for a reasonable execution of the agreement it is necessary to modify and/or supplement the agreement, the parties shall amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement is amended and the agreement is thereby amended in terms of quality and/or quantity, this may have consequences for the agreements made.
8. If a situation occurs as described in article 3.7 of the GTC WSI Non-Consumers, the agreed price may be changed by WSI. WSI shall provide a quotation in advance to the extent it is able to do so. An amendment to the agreement may cause the originally specified term of execution to be amended by WSI.
9. If the agreement is amended, WSI shall be entitled to execute it only after agreement has been given by 1) the person authorised within WSI and 2) the Client. Failure to execute the amended agreement or failure to execute it immediately shall not constitute default on the part of WSI and shall not constitute grounds for the Client to cancel the agreement.
10. If WSI agrees on a price when concluding the agreement, WSI shall nevertheless be entitled to change the price under the following circumstances, even if the price was not originally stated subject to reservations. In such a case, the Client shall not be entitled to dissolve the agreement for that reason:
    - if the price increase is due to a price change of a supplier or subcontractor of WSI;
    - if the price increase results from a power vested in WSI or an obligation incumbent on WSI under the law or amendment to the agreement.
11. If the price increase other than as a result of an amendment to the agreement exceeds 10% of the price and takes place within three months after the conclusion of the agreement, only the Client who is entitled to invoke Title 5, Part 3 of Book 6 of the Dutch Civil Code shall be entitled to dissolve the agreement through a written statement, unless WSI is still prepared to execute the agreement on the basis of the price originally agreed, or if the price increase arises from a power or an obligation incumbent on WSI under the law.

Article 4. Suspension, dissolution and early termination of the agreement

1. WSI shall be authorised to dissolve the agreement in whole or in part with immediate effect without court intervention or to suspend performance, without prejudice to its other rights to fulfilment and/or compensation, if:
   - the Client fails to comply or not fully complies or does not complies on time with the obligations under the agreement, or acts in breach of any provision of the agreement;
   - after the conclusion of the agreement, WSI became aware of circumstances which give good reason to fear that the Client will not fulfil his obligations;
   - the Client was requested to provide security for the fulfilment of his obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;
   - due to the delay on the part of the Client, WSI can no longer be required to fulfil the agreement on the terms originally agreed;
   - circumstances arise which are such that fulfilment of the agreement is impossible or unaltered maintenance of the agreement cannot reasonably be required of WSI.
2. In the event that the agreement is dissolved or its performance is suspended by WSI, WSI’s claims against the Client shall be immediately due and payable. If WSI suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.
3. If WSI proceeds to suspension or dissolution, it shall in no way be liable to pay compensation for loss and costs incurred as a result in any way.
4. If the dissolution is attributable to the Client, WSI shall be entitled to compensation for loss including costs incurred directly and indirectly.
5. In the event of liquidation, (an application for) a suspension of payments or bankruptcy, attachment
   - if and as the attachment has not been lifted within three months - for the account of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of his assets, WSI shall be free to terminate the agreement forthwith and with immediate effect or to cancel the order or agreement, without any obligation to pay any compensation or indemnification. WSI’s claims against the Client shall in that case be immediately due and payable.

Article 5. Force majeure

1. WSI shall not be obliged to fulfil any obligation in respect of the Client if WSI is prevented from fulfilling the obligation as a result of a circumstance which is not attributable to fault, and for which it cannot be held accountable by virtue of the law, a legal act or generally accepted practice.
2. Force majeure within the meaning of these GTC WSI Non-Consumers means any circumstance beyond the will and control of WSI, whether or not foreseeable at the time the agreement was concluded, as a result of which fulfilment cannot reasonably be required of WSI, such as, inter alia, war, government measures, lack of raw materials, factory or transport disruptions of any nature whatsoever, strikes, lockouts or lack of personnel, quarantine, epidemics, frostbite, failure of third parties engaged by WSI for the execution of the agreement, etc. WSI shall moreover have the right to invoke force majeure if the circumstance preventing (further) fulfilment of the agreement occurs after WSI should have fulfilled its commitment.
3. WSI may suspend the obligations under the agreement for as long as the force majeure continues. If this period continues for more than 12 months, each of the parties shall be entitled to dissolve the agreement without any obligation to pay compensation to the other party.
4. Where WSI has already partially fulfilled its obligations under the agreement at the time of commencement of force majeure or will be able to fulfil them and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, WSI shall be entitled to invoice the part already fulfilled or to be fulfilled separately. The Client shall be obliged to pay this invoice as if it were a separate agreement.

Article 6. Payment, offsetting amounts, security and collection charges

1. Payment is to be made within 14 days after the invoice date, in a manner to be specified by WSI as agreed, in the currency invoiced, unless otherwise specified by WSI in writing. WSI is entitled to invoice periodically.
2. If the Client has reserved a product with WSI, the Client shall receive an invoice from WSI by e-mail. Contrary to the provisions of paragraph 1 of this article, a payment term of three weeks shall apply to this invoice. Upon receipt of payment by WSI, the Client may request WSI to deliver the reserved product on the basis of the reservation made. WSI shall hold the reserved product for the Client free of charge for a period of 30 days. If the Client fails to request WSI to deliver the reserved product within this period, WSI shall be entitled to charge the Client storage costs.
3. In the absence of timely payment for a product reserved by the Client as referred to in paragraph 2 of this article, the reservation shall lapse and WSI shall be entitled to sell the reserved product to third parties. The Client shall in such case owe WSI a compensation of 30% of the amount invoiced by WSI to the Client in respect of this product.
4. If the Client fails to pay an invoice on time, the Client shall be in default by operation of law. The Client shall then be due a monthly 1.5% interest. The interest on the amount due and payable will be calculated from the moment that Client is in default up to the moment of payment of the full amount due.
5. WSI has the right to apply the payments made by the Client firstly to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and the current interest.
6. WSI may, without thereby being in default, refuse an offer of payment if the Client indicates a different order for the allocation of payment. WSI may refuse full repayment of the principal sum if this does not include payment of the outstanding interest and collection costs.
7. Client shall never be entitled to offset any amounts.
8. WSI has the right to require security for the fulfilment of the Client's obligations under the agreement.
9. Objections to the amount of an invoice do not suspend the payment obligation. A Client who is not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) is not entitled to suspend payment of an invoice for any other reason either.
10. In the event that the Client is in default and/or in breach of (timely) compliance with his obligations, the Client shall owe collection charges amounting to 5% of the principal amount with a maximum of € 1,500. If the reasonable costs to obtain satisfaction outside straight amounts exceed € 1,500, which is also the excess at the expense of the Client. Any legal and enforcement costs incurred will also be incurred Client will be recovered. Client is over the collection costs owed interest.

Article 7. Retention of title

1. Delivery shall take place under retention of title.
2. The title to the goods delivered by WSI shall remain vested with WSI as its exclusive property until payment of the full price has been made by the Client. In the event of non-payment by the Client on the due date, WSI shall automatically have the right to claim the goods at the expense of the Client.
3. In the event that the Client resells the delivered goods to a third party before the full price has been paid to WSI, the retention of title shall also extend to the third party.
4. Goods delivered by WSI, which come under the retention of title pursuant to paragraph 1, cannot be resold and can never be used as a means of payment. The client shall not be authorised to pledge or encumber the goods under retention of title in any other way.
5. The Client shall at all times do everything reasonably to be expected of him to secure the property rights of WSI.
6. If third parties seize the goods delivered under retention of title or wish to establish or assert limited rights on such goods, the Client shall be obliged to notify WSI immediately.
7. The client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to submit the policy of this insurance to WSI for inspection at WSI’s first request. In the event of any insurance payment, WSI shall be entitled to insurance amount paid. Where so required, the Client undertakes in advance in respect of WSI to cooperate to anything that may (prove to) be necessary or desirable with respect to this.
8. In the event that WSI wishes to exercise its property rights referred to in this article, the Client grants unconditional and irrevocable permission in advance to 1) WSI and 2) third parties to be appointed by WSI to enter all those places where WSI’s property items are located and take those items back.

Article 8. Right of retention

1. WSI is authorised to suspend fulfilment of its obligation to deliver any of the Client's goods in its possession with regard to an order until full payment of WSI’s claim in respect of those goods including interest and costs.

Article 9. Guarantees, investigation, complaints and limitation period

1. The goods to be delivered by WSI shall comply with the usual requirements and standards that can reasonably be made on them at the time of delivery and for which they are intended during normal use in the Netherlands. The guarantee referred to in this article shall apply to goods intended for use within the Netherlands.
2. Any form of guarantee shall lapse if a defect in a delivered product has arisen as a result of or arising from injudicious or improper use, improper storage or maintenance by the Client and/or third parties when, without written permission from WSI, the Client or third parties have made changes or attempted to make changes to the product, or other goods were attached which should not have been attached or if these were processed or treated in a manner other than as prescribed. Nor shall the Client be entitled to any guarantee if the defect has arisen due to or as a result of circumstances beyond WSI’s control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
3. The Client is obliged to examine the delivered goods, or have them examined, immediately upon provision of the goods to the Client or performance of the work in question. The Client shall at such time examine whether the quality and/or or quantity of the goods delivered corresponds to the agreements made and meets the requirements agreed between the parties in this respect. Any visible defects shall be reported to WSI in writing within 8 days after delivery. Any non-visible defects must be reported to WSI in writing within 14 days of their discovery and at the latest within two years after delivery of the products. The report must contain a most detailed description of the defect in order to enable WSI to respond adequately. The Client must give WSI the opportunity to investigate a complaint (or cause it to be investigated).
4. Filing a complaint shall not suspend the Client’s payment obligation. The Client shall in that case furthermore remain obliged to take delivery of and pay for the other goods ordered.
5. If a defect is reported later than within the period mentioned in paragraph 4 of this article, the Client is no longer entitled to repair, replacement or compensation.
6. If it has been established that an item is defective and a complaint to that effect has been lodged in good time, WSI shall replace or repair the defective item upon submission of the original proof of purchase by the Client within a reasonable term following its return. In the event of replacement or repair, the Client shall be obliged to return the replaced item to WSI and transfer its ownership to WSI, unless WSI states otherwise.
7. If it has been established that a complaint is unfounded, the relevant costs incurred, including the investigation costs on the part of WSI, shall be borne by the Client.
8. Notwithstanding the statutory limitation periods, the limitation period for all claims and any defence against WSI and the third parties involved by WSI in the performance of an agreement shall be one year.
9. The rights mentioned in this article shall only accrue to the Client. If the Client has sold and/or delivered the product to a third party, the Client's rights mentioned in this article shall lapse.

Article 10. Liability

1. In the event that WSI is liable, such liability shall be limited to the provisions in this Article.
2. WSI shall not be liable for any type of loss whatsoever caused by WSI's reliance on inaccurate and/or incomplete information provided by or on behalf of the Client.
3. WSI’s liability is excluded unless in case of intent or gross negligence.
4. Should WSI be liable for any loss, its liability shall be limited to the maximum invoice value of the order, i.e. the part of the order to which the liability is related. WSI’s liability shall furthermore always be limited up to the amount of its insurer's payment, if any.
5. WSI shall not be liable for indirect loss, such as consequential loss, loss for delays, loss of profit, missed savings and loss due to interruption in business operations, etc.
6. WSI shall not be liable for loss to products caused by transport, subject to a situation of intent or gross negligence.

Article 11. Transfer of risk

1. The risk of loss, damage or depreciation shall pass to the Client upon delivery. Delivery shall be ex works.

Article 12. Indemnity

1. The Client shall indemnify WSI against any claims from third parties who suffer a loss with respect to the execution of the agreement and the cause of which is attributable to parties other than WSI.
2. In the event that WSI is held liable by third parties on that account, the Client shall be obliged to assist WSI both inside and outside a court of law and immediately do all that may be expected of him in that case. Should the Client fail to take adequate measures, WSI shall be entitled to do so by itself without having to serve a notice of default. All costs and damages incurred on the part of WSI and third parties as a result shall be entirely at the expense and risk of the Client.

Article 13. Intellectual property

1. By entering into and performing an agreement between WSI and the Client, no copyrights, trademark rights or other intellectual property rights to the goods supplied or respective designs or images are transferred to the Client.
2. The Client guarantees WSI that all intellectual property rights handed over by it to WSI for the execution of the agreement do not infringe any other third party rights, including intellectual property rights. WSI does not guarantee that the products delivered to the Client do not infringe any intellectual property rights of third parties.  

Article 14. Applicable law, competent court and disputes

1. All legal relationships to which WSI is a party shall be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled abroad. Applicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to court after they have made every effort to settle a dispute by mutual agreement.
3. Any disputes arising from the agreement concluded between the Client and WSI or any further resulting agreements shall be settled exclusively by the competent court of the District Court of Midden-Nederland, Utrecht location.

Article 15. Location and amendment to the GTC WSI Non-Consumers

1. These GTC WSI Non-Consumers have been filed with the Chamber of Commerce for Gooi-, Eem-Flevoland. The most recent version applies at all times.
2. These WSI Non-Consumer GTC shall be sent by WSI free of charge at the request of the Client.
3. The Dutch version of the AVW WSI Non-Consumers shall at all times be decisive with regard to its interpretation.