Terms & Conditions

1. Scope ∙ Deviating Agreements ∙ Written Form
1.1 These terms and conditions apply to all contracts, and in the case of current business relationships, also to all future transactions related to deliveries or services from Double Triggs, Torenlaan 1C, 2215 RW Voorhout, Netherlands ("Double Triggs" or "we"), unless otherwise agreed in accordance with these general terms and conditions. The terms apply only if our contracting party (hereinafter referred to as "customer") is an entrepreneur, according to the (NL Civil Code), a public legal entity, or a public law special fund. These general terms and conditions are available at all times on www.doubletriggs.nl.
1.2 Agreements that deviate from these provisions, made prior to or at the time of the conclusion of the contract, must be confirmed in writing. Contradictory or additional general terms and conditions of the customer are not applicable. This applies when we deliver goods or services, unconditionally, while being aware of terms and purchase conditions. Individual agreements (including contracts, supplements, and amendments) always take precedence over these terms. For the content of these agreements, a written contract or written confirmation is legally binding unless proven otherwise.
1.3 Legal, binding statements, and communications from the customer regarding the contract (deadlines, notice of defects, withdrawal of contract, or price changes) shall be made exclusively in writing (e.g., as a letter, email). Legal formal requirements, especially in case of doubt about the legitimacy of the person, remain unchanged.

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2. Formation of a Contract · Delivery or Performance
2.1 Our offers are non-binding.
2.2 The customer's order is considered a binding offer. Unless otherwise stated in the order, we have the right to accept such an offer within 14 days of receipt.
2.3 An agreement is only concluded after our written notification, such as an order confirmation or invoice, and with the customer's agreement on delivery or services. This also applies to individual contracts within a framework agreement.
2.4 Data on quantities, sizes, weights, images, and descriptions in the catalog and other documents are not binding, as well as information about the suitability and use of our deliveries and services. The customer cannot waive compliance with legal provisions and regulatory requirements, nor can they forego conducting their own tests as necessary. Guarantees or assuming a purchasing risk apply only when expressly agreed upon in writing.
2.5 Permits from government authorities and other approvals necessary to execute an order must be obtained by the customer.
2.6 Deliveries are made EXW (Incoterms 2010) at the customer's location, unless a different place of delivery is specified in the order confirmation.
2.7 We have the right to make early or partial deliveries or services unless they are unreasonable for the customer.
2.8 The binding agreed-upon delivery times commence on the day of the order confirmation, but not before all details of the order are clarified, and the customer has fulfilled their contractual obligations. They are considered fulfilled with the notification that the delivery is ready for dispatch.
2.9 Delivery times are reasonably extended in the event of force majeure or other circumstances for which we are not responsible, especially natural disasters, shortage of raw materials or energy, business disruptions, government measures, and incorrect or untimely self-delivery. If a delivery becomes unreasonable or impossible due to these circumstances, we are relieved of our delivery obligation.
2.10 Without prejudice to any rights, the customer accepts deliveries and services, even if they are defective.

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3. Prices – Payment – Set-off – Transfer – Retention of Title
3.1 Our prices applicable at the time of contract formation are in Euro and, if applicable, include value-added tax (VAT) at the respective statutory rate.
3.2 Customer payments must be made exclusively to the account specified on the invoice and are considered fulfilled only when the full amount can be transferred. Payments are credited to the first due invoice, including costs, interest, and principal.
3.3 The invoice must be paid immediately, no later than 14 days from the invoice date.
3.4 If, after the conclusion of the agreement, we become aware of the risk that the customer may not be able to perform or if the customer has a payment obligation, we are entitled to set new payment terms for outstanding deliveries and services and to request securities. We have the right to interest after the due date and in case of default in payment according to legal provisions.
3.5 The customer is only entitled to set-off if their counterclaim has been established by a final and enforceable judgment or is undisputed. The customer is only entitled to a right of retention if it is based on claims from the same contractual relationship that are not disputed or established by a final and enforceable judgment.
3.6 Claims arising from our deliveries and services may not be transferred without our prior written consent.

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4. Retention of Title
4.1 We retain ownership of the goods delivered by us until all claims arising from the business relationship with the customer are fully settled.
4.2 If our reserved goods are processed in combination with or mixed with third-party goods, we have the right to make co-ownership proportionate to the ratio between the invoice value of our goods and the goods of third parties.
4.3 The customer has the revocable right to resell reserved goods over time. In this case, the customer already agrees to assign all claims arising from the resale to us, and – in the case of resale after processing, combination, or mixing with goods of third parties – for the amount of the partial amount corresponding to our co-ownership. We accept this assignment.
4.4 The customer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets their payment obligations to us, their performance capability is not jeopardized, and we do not exercise the right of retention of title according to section 4.8. If we exercise this right, we can demand that the customer informs us of the assigned claims and their debtors, provides all necessary information for collection, hands over the corresponding documents, and notifies the debtors (third parties) of the assignment. In addition, we have the right, in such a case, to withdraw from the contract and reclaim the reserved goods.
4.5 The customer undertakes to handle our reserved goods with due care, protect them through necessary and appropriate safety measures, insure them, mark them as our property, and store them so that they can be separated from other goods at any time. The customer hereby assigns to us all claims against their insurer in case of damage, insofar as they relate to our properties. We accept this assignment. Pledging and transfer by way of security, renting or any other transfer or modification of our reserved goods are not allowed. We must be immediately notified in writing of pledges or other third-party interventions.
4.6 If the customer is obligated to pay in advance to their own customer, is located outside the Netherlands, or resells the reserved goods outside the Netherlands, they must secure our retention of title until full payment of the goods or offer an alternative, equivalent, secure way.
4.7 If the realizable value of the collateral from retention of title and assigned claims exceeds the secured claims by more than 10%, we are obliged, at the request of the customer, to release securities accordingly at our discretion.
4.8 In the event of a breach of contract by the customer, especially non-payment of the due purchase price, we have the right to withdraw from the contract or demand the return of the reserved goods. The request to return the goods does not automatically constitute a declaration of withdrawal; instead, we have the right to only return the goods, while retaining the right of withdrawal. We have the right to exercise such rights only if a reasonable deadline set by us has expired without success, unless we are legally exempt from such a deadline.
4.9 In the event of the customer being declared bankrupt after the delivery of the products, we reserve the right to reclaim the products we have delivered, regardless of whether these goods have been paid for or not.

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5. Claims for Defects in Quality
5.1 The customer's claims for quality defects are governed by legal regulations, as modified below:
5.2 Claims for defects by the customer must be reported in writing, including a precise description of the defects, without undue delay, i.e., no later than 5 working days after receipt of the goods for visible defects and no later than 5 working days after the discovery of hidden defects.
5.3 At our request, the customer must send such goods DDP (Incoterms 2010) for inspection to our establishment or to another location indicated by us, including unloading at the customer's expense and risk.
5.4 If a quality defect is reported in a timely manner, we will – at our discretion – either rectify the defect or replace the goods with defect-free goods. Additional performance takes place at the original place of delivery. Costs for disassembly, removal, or installation are not covered by us under additional performance.
5.5 We have the right to make additional performance dependent on the customer having paid the due purchase price. However, the customer has the right to withhold a portion of the purchase price that is reasonable in relation to the defect.
5.6 The costs necessary for inspection and additional performance, especially transport, travel, labor, and material costs (excluding removal and installation costs), are covered by us if there is indeed a defect. Otherwise, we may demand that the customer bears the costs (especially for inspection and transport) resulting from an unauthorized request for additional performance.
5.7 If additional performance fails or is unreasonable for us due to economically inadequate circumstances or inadequate deadlines, the customer may withdraw from the contract or reasonably reduce the price. Additional performance is considered failed only after at least two unsuccessful attempts.
5.8 The customer is not entitled to warranty for insignificant defects, such as minor deviations in material, dimension, color, or quantity delivered, natural wear and tear, or damage attributed to specifications, drawings, or other templates provided by the customer, or defects caused by improper handling, modification, or repair of the goods by the customer or third parties.
5.9 Claims for additional performance expire one year after delivery unless in the case of fraudulent concealment of a defect, an agreement on a quality guarantee, intent, or if the goods are a building or goods used for a building in accordance with normal use and have caused its defects.
5.10 Claims for compensation and expenses are exclusively governed by section 7. Other claims for quality defects or claims other than those stated here are excluded – notwithstanding legal recourse rights in consumer contracts for the purchase of goods.

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6. Claims for Legal Defects
6.1 We deliver our shipments in the country of the place of delivery free from legal defects.
6.2 If a third party in the country of the place of delivery asserts claims against the customer that are justified and not time-barred due to the infringement of its property rights by using deliveries under the contract, we will either – at our discretion and expense – obtain a usage right for the relevant deliveries, modify the deliveries so that the property right is no longer infringed, or replace the deliveries with those that are free from third-party property rights.
6.3 If this is not possible within reasonable periods, the customer is entitled to legal withdrawal rights or reduction of the contract price, excluding all further claims.
6.4 The above obligations exist only if and to the extent that the customer has immediately informed us in writing about the asserted claims, and all defense measures and settlement negotiations remain reserved for us. Claims of the customer are excluded if the customer is responsible for the infringement of property rights, especially due to specific specifications from the customer, unforeseen application, changes to the delivered goods, or use with products not supplied by us. If the customer suspends the use of the delivery due to measures taken to reduce the damage or for other significant reasons, the customer is obliged to inform the third party that this suspension of use does not constitute an acknowledgment of infringement of property rights.
6.5 Claims for legal defects expire one year after delivery, unless the law provides for longer periods.
6.6 Claims for compensation and expenses fall exclusively under section 7. Other claims for legal defects or claims other than those stated here are excluded – regardless of legal recourse rights within consumer contracts for the purchase of goods.

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7. Liability for Damage and Costs
7.1 We are only liable for gross negligence and intent, as well as the breach of an essential contractual obligation, the fulfillment of which enables the proper execution of the contract and on which the customer can regularly rely.
7.2 In the case of a slight negligent breach of an essential obligation, our liability is limited to the typical foreseeable damage at the time of concluding the contract. In the case of slight negligent breach of contractual secondary obligations, which are not major obligations, our liability is excluded.
7.3 In the event of initial impossibility, we are only liable if we were aware of the impediment to performance, it remained unknown to us due to gross negligence, or if initial impossibility violates an essential obligation.
7.4 The customer can only claim against us if the claims of their customer are not higher than what is due under legal rules. If our customer has limited their liability to their customer, any excessive liability on our part is excluded.
7.5 Where our liability is limited or excluded, the liability of employees, representatives, and other agents is also limited or excluded.
7.6 Damage claims based on product liability law, damage to life, limb, or health, fraudulent concealment of defects, accepting a guarantee, or assuming a purchase risk remain unaffected. This does not alter the burden of proof to the detriment of the customer.
7.7 Customer claims for damages for which liability is limited under these provisions expire after one year from the beginning of the statutory limitation period. This does not apply to claims arising from tort, under product liability law, and also to claims for defective buildings or goods used for a building in accordance with their normal use and which caused their defect.

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8. Business Information – Confidential
8.1 Business information such as calculations, terms, prices, and all other documentation or information that we provide to the customer before or during the execution of deliveries or services remains our exclusive property. Intellectual property rights contained therein also exclusively belong to us.
8.2 Our business information provided to the customer or otherwise made known to them may not be disclosed, passed on to third parties, reproduced, or used for any purpose other than agreed upon, without our prior written consent. This does not apply to information that the customer can demonstrate in writing: a) was publicly known at the time of disclosure or later became public knowledge, b) was already known to the customer at the time of disclosure, or c) was conveyed to the customer by a third party without breaching any confidentiality obligation.
8.3 Employees of the customer, who, due to their area of responsibility, necessarily come into contact with business information, and third parties and their employees are individually obliged to maintain confidentiality before disclosing or passing on information.
8.4 The customer undertakes to handle our business information with due care, mark it as our property, protect it through necessary and appropriate security measures, insure it, and store it so that it can be separated from other information at all times.
8.5 The customer undertakes to immediately cease the use of our business information, including any duplicates, reproductions, or analyses, if a delivery or service is not carried out or if the contractual cooperation is terminated. Our complete business information is promptly returned, including any duplicates, or, if return is impossible due to the nature of the information, is irreversibly destroyed. The customer must confirm in writing that it is fully returned or destroyed. There is no right of retention.
8.6 The confidentiality obligation applies for 10 years from the termination of contractual cooperation.
8.7 If the customer violates this Article 8, they must pay us a contractual penalty unless they are not responsible for such a violation. The amount of the contractual penalty depends on the severity and consequences of the violation. It will be determined by us in each individual case in accordance with a reasonable judgment and will be assessed by the competent court for its appropriateness. We reserve the right to file a claim for damages beyond the contractual penalty suffered as a result of the infringement. In that case, we will offset the contractual penalty against any claims for damages.

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9. Applicable Law – Place of Performance – Jurisdiction – Language – Severability Clause
9.1 Dutch law exclusively applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.
9.2 The place of performance is our establishment, unless we specify another place of performance in the order confirmation.
9.3 Exclusive jurisdiction for all legal disputes relating to legal relationships under these conditions is with us. We, as the plaintiff, have the right to submit such a dispute to another legally competent court. Alternatively, we have the right – as the plaintiff – at our discretion to submit a dispute in legal relationships falling under these general terms and conditions to binding arbitration in accordance with the arbitration rules of Dutch law, with the jurisdiction of ordinary courts excluded; the place of the arbitration procedure is our establishment, and the language of the arbitration is determined by us (Dutch or English).
9.4 The language of the contract is Dutch.
9.5 If one or more clauses of these general terms and conditions are invalid or unenforceable, it does not affect the validity and enforceability of the remaining clauses. We have the right to replace an ineffective clause with an effective clause that approaches the visibly pursued economic success. The same applies if these general terms and conditions or other provisions of the contract are not complied with.
9.6 In the case of the use of a bilingual version of these terms, the Dutch version prevails in the event of disputes over its interpretation.

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April 2021, Doubletriggs

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