General Terms and Conditions DFPE B.V.

The general terms and conditions of DFPE BV apply to all our offers and agreements. 

By accepting an offer or agreement, you declare your acceptance of our general terms and conditions.

1. Applicability
1.1. These terms apply to all offers, agreements, and legal relationships, however named, between DFPE BV and the client. Deviations from these terms are only valid if agreed upon in writing.
1.2. If the client refers to other terms in their offer or acceptance, the applicability of those terms is expressly rejected.
2. Prices
2.1. All prices are exclusive of value-added tax (VAT) and other levies imposed by the government.
2.2. If, after the offer or conclusion of an agreement, changes occur in market conditions or costs on which the prices are based, DFPE BV is entitled to adjust the prices. Changes in costs include, but are not limited to, exchange rate fluctuations affecting DFPE BV's costs, as well as government interventions and amended regulations.
2.3. If additional costs arise for DFPE BV that were not foreseen at the time of the offer or order confirmation and/or are attributable to delays in delivery due to the client’s (additional) wishes or instructions, or any other circumstances for which DFPE BV is not responsible, these extra costs will be charged to the client according to DFPE BV’s calculation.
3. Delivery Time
3.1. The delivery time is estimated approximately.
3.2. The delivery time begins when all technical details have been agreed upon, all necessary information and final drawings, etc., are in DFPE BV's possession, and the required conditions for executing the agreement have been met.
3.3. DFPE BV will endeavor to meet the stated delivery time as much as possible but shall not be liable for any delays. In case of delay, DFPE BV is not obligated to compensate any damages, nor does the client have the right to cancel or terminate the agreement or refuse the goods. In the event of excessive delay, the parties will consult with each other.
4. Delivery
4.1. All deliveries are made ex-works unless otherwise agreed.
4.2. If the client does not take delivery within the delivery period or fails to comply with an agreed call-off period, DFPE BV is entitled to invoice the respective goods to the client and may store the goods at the client’s expense and risk. DFPE BV can choose to demand compliance by the client or terminate the agreement, without prejudice to DFPE BV's right to claim damages in either case.
4.3. Delivered goods are at the client’s risk from the time of delivery.
5. Complaints
5.1. Complaints must be made in writing as soon as possible, but no later than 14 days after the delivery of goods and/or services, or – in the case of non-visible defects – within 14 days after the defects could reasonably have been detected, but in any case, within the warranty period.
5.2. Failure to meet the deadline results in the expiration of all claims against DFPE BV regarding warranty obligations.
5.3. Complaints regarding an invoice must be submitted in writing within 8 days of the invoice date.
5.4. If the client does not complain within the applicable period or in the prescribed manner, the invoice and/or delivered goods shall be deemed to conform fully to the agreement and be unconditionally accepted by the client.
5.5. If DFPE BV deems a complaint regarding the delivered goods justified, its obligation is limited to replacing or repairing defective goods, without the client being entitled to additional compensation.
5.6. Filing a complaint does not release the client from their payment obligations.
6. Payment
6.1. Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing.
6.2. If the invoice amount is not fully paid by the agreed date, or, failing that, within 30 days of the invoice date, the client is in default by operation of law. DFPE BV is entitled, without notice of default, to charge statutory interest plus 3%, as well as all legal and extrajudicial costs related to collection. All claims against the client become immediately due.
6.3. All amounts invoiced to the client must be paid without deduction or setoff. The client is not entitled to suspend payment to DFPE BV.
7. Retention of Title
7.1. All goods delivered by DFPE BV and/or any results from services provided by DFPE BV remain the property of DFPE BV until full payment has been made of all claims DFPE BV has against the client at the time of delivery, including interest and costs. In the case of a current account relationship with the client, the retention of title remains valid until settlement.
7.2. The client may only use or consume the delivered goods subject to retention of title in the course of normal business operations. Until the obligations specified above are fulfilled, the client is not authorized to transfer ownership of the goods delivered by DFPE BV to a third party or encumber them with any limited rights. If this obligation is not met, DFPE BV, without prejudice to its other rights and without prior notice or default, is entitled to reclaim the goods from their location at the client's full expense.
8. Liability
8.1. DFPE BV has liability insurance. Any liability of DFPE BV is limited to the amount paid under this insurance policy in the relevant case. If, for any reason, no payment is made under the mentioned insurance, the liability of DFPE BV is limited to the amount invoiced or to be invoiced to the client for the relevant agreement, up to a maximum of €5,000.
9. Warranty
9.1. All goods and/or services delivered by DFPE BV must be used in accordance with the instructions and/or manuals provided by DFPE BV. In case of doubt regarding the application or use, the client must consult specialists available at DFPE BV.
9.2. Subject to the limitations set forth below, DFPE BV guarantees the soundness and quality of the goods and/or services it delivers, as well as the performance of its services to the best of its ability, for a maximum period of 12 months after delivery.
9.3. The warranty for delivered goods is limited to material, manufacturing, and construction defects, in which case DFPE BV is solely obliged to redeliver the goods.
9.4. The warranty does not cover defects caused by external water damage, improper use, overcapacity, poor maintenance, exceeding environmental conditions, and wear parts such as: (pump) seals, chains, bearings, lamps, switches, control panels, etc.
9.5. In case of electrical failures, the replaced new components are not covered by the warranty until the components have been examined by the supplier, and their conclusion is established in the inspection report. Delivery and inspection costs are the responsibility of the customer.
9.6. For the supply of warranty parts, delivery is made via standard post or parcel service, excluding travel costs and labour charges.
9.7. The warranty obligation of DFPE BV lapses if the client makes modifications or repairs to the delivered goods themselves or has them carried out by third parties, or if the delivered goods are used for purposes other than their normal intended purposes or are otherwise mishandled or inadequately maintained.
10. Additional Work
10.1. If DFPE BV performs work or services outside the scope or content of the agreement at the request or with the prior consent of the client, these additional tasks or services will be reimbursed by the client at DFPE BV’s usual rates. However, DFPE BV is not obligated to comply with such a request and may require a separate written agreement for this purpose.
10.2. The client acknowledges that such additional work may affect the agreed completion time for the service and the mutual responsibilities of the client and DFPE BV.
11. Force Majeure
11.1. DFPE BV is not obliged to fulfill any obligations under the agreement if it is prevented from doing so as a result of force majeure. Force majeure includes, but is not limited to, events reasonably beyond DFPE BV’s control, including fire, war (or threats thereof), terrorism, strikes, blockades, riots, fuel shortages, energy shortages, transportation restrictions, industrial accidents, weather conditions, natural disasters, epidemics, quarantine measures, regulatory changes, or non-compliance by suppliers.
11.2. In the event of force majeure, DFPE BV has the unilateral right to extend agreed terms as reasonably necessary in view of the force majeure circumstances or – at its discretion – to perform agreements on a pro-rata basis.
11.3. The client has no right to terminate the agreement due to force majeure.
11.4. In cases of force majeure, DFPE BV will strive to find a solution to meet the client's needs for the product and/or service. DFPE BV is entitled to charge the client for any additional costs incurred in providing goods and/or services despite the force majeure situation.
12. Intellectual Property Rights
12.1. Unless explicitly agreed otherwise in writing, all intellectual property rights to all software, equipment, materials, information, and data developed and/or made available during the preparation and/or execution of the agreement, including but not limited to analyses, (technical) documentation, drawings, images, and models, are exclusively held by DFPE BV.
12.2. The client declares and guarantees to DFPE BV that the preparation and/or execution of the agreement does not infringe on third-party rights. The client indemnifies DFPE BV against all claims in this respect and will compensate DFPE BV for all damages resulting from such infringements.
12.3. All drawings, models, (technical) documentation, computer programs, or other information carriers, as well as specifications and all items provided to the client by DFPE BV for or during the preparation of the agreement, remain the property of DFPE BV and must be returned to DFPE BV after the execution of the agreement.
13. Termination and Cancellation
13.1. Without prejudice to any other written conditions, DFPE BV may terminate the agreement in whole or in part without notice of default and without judicial intervention by written notice with immediate effect if the client is granted (temporary) suspension of payments, bankruptcy, or judicial settlement is applied for, if their company is liquidated or discontinued other than due to reorganization or merger, or if a debt rescheduling arrangement is requested.
13.2. DFPE BV will never be obliged to pay any damages as a result of termination.
13.3. In all cases where the agreement (prematurely) ends pursuant to any provision thereof or through court or arbitration, it remains binding for the parties insofar as necessary for its settlement.
13.4. If the client places an order after the agreement has been (prematurely) terminated by the client, the client is deemed to have withdrawn the notice of termination.
14. Transfer of Rights/Obligations
14.1. The client may not transfer any rights and/or obligations under the agreement to third parties without prior written consent from DFPE BV.
14.2. DFPE BV is entitled to transfer its rights and/or obligations under the agreement. For service agreements, DFPE BV may subcontract part or all of its obligations to a designated subcontractor.
15. Miscellaneous Provisions
15.1. The client cannot derive any rights from advice or information obtained from DFPE BV unless it directly pertains to the agreement.
15.2. If the client provides DFPE BV with data, (approved) drawings, or similar, DFPE BV assumes their accuracy and completeness and may use them unconditionally for executing the agreement.
16. Statute of Limitations
16.1. Any claim or defense against DFPE BV becomes time-barred after one year from the date the claim arises.
17. Confidentiality
17.1. Without prior written consent from DFPE BV, the client is obliged to maintain the confidentiality of all information obtained directly or indirectly in connection with the agreement, in the broadest sense.
18. Applicable Law and Disputes
18.1. The agreement between DFPE BV and the client is governed by Dutch law. All disputes arising from the agreement and/or the sales terms will be exclusively submitted to the court in Rotterdam.
18.2. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Kind regards,
DFPE B.V.