General Conditions of Sale and Delivery of Toolvizion International B.V.

Established and with office in Rijswijk, The Netherlands at Steenplaetsstraat 6.


  1. Offers

All offers are without the obligation as concerns price, delivery times and possibility of delivery.


  1. Agreements

Agreements shall only be binding upon us, also in the case that they have been concluded on our behalf by intermediaries (representatives), after they have been confirmed by us in writing.


  1. Delivery
  2. Delivery is made ex factory or warehouse of the seller; all goods travel for the account and risk of the buyer, even if the consignment is sent carriage-paid.
  3. The seller undertakes no liability whatsoever for the consequences of delayed delivery.
  4. All cases of business difficulties and force-majeure in the widest sense of the world shall give the seller the right to cancel the order or to extend the delivery term without obligation to make later delivery or to pay compensation of damages.
  5. Extra transport costs which have arisen as a result of blocked shipping, road or railway services, as a result of fast or express dispatch or as a result of the fact that the consignment is sent at the request of the buyer in a manner other than is customary, shall be for the account of the buyer.


  1. Claims

Claims must be submitted in writing at the lastest 8 days after the receipt of the invoice. After that date, claims are no longer entitled to be acknowledged. No claims will either be acknowledged if the goods which have been delivered have been processed in any manner whatsoever.


  1. Liability

We are not liable for any damages whatsoever, in any form whatsoever, whether they are direct or indirect, which could be the result of the use, or the unsuitability, respectively, of what we have delivered. This does not effect any provisions of obligatory law which have been laid down in statutory provisions. With regard to the goods which we have in our possession in connection with the implementation of an agreement, the buyer is obliged to indemnify us in full against any claims of third parties, even if they relate to compensation of damages which can be directly connected with those goods.


  1. Payment and cost recovery
  2. Payment must be made in accordance with the conditions of payment stated on the invoice.
  3. If payment has not been made within 7 days after the agreed term, then the buyer will owe an interest of 1.5% per month.
  4. All cost of recovery, both judicial and extrajudicial, included those connected with any bankruptcy application, shall be for the account of the buyer.

If the recovery is entrusted by the seller to a third party, then the cost of recovery will amount to a minimum of 15% of the principal amount and the interest on amount in arrears.


  1. Reservation of ownership

As long as payment has not been made in full for everything which we are owed, by virtue of whatsoever reason, the property of that which has been delivered shall remain ours, for the account and risk of the buyer. If the buyer is in default towards us, then we may take back that which has been delivered immediately and without any formality, or have this done.


  1. Deviations

Deviations from these terms and conditions of sale and delivery shall only have effect if these deviations have been confirmed in writing by the seller.


  1. Deviations in prices

In the event of price changes, orders which have been confirmed but not invoiced on the basis of the new price, whereby the party to whose disadvantage the prices has changed will be entitled to cancel the order. In the event of changes in currency exchange rates, the seller may have the contract terminated at all times, to the extent that it has not yet been implemented without being obliged to pay any compensation or to comply with the contract.


  1. Cancellation of orders

If the buyer cancels an order he shall be obliged to pay for all cost incurred for the implementation and for damages on account of loss profits.


  1. Disputes

Disputes which might arise between parties must be submitted by the buyer to the court of the place where the seller is established. The seller may submit the dispute according to its choice tot he court which is competent at the place of establishment of the seller itself or of the buyer.