Terms and Conditions
‘Vitech’: Vitech International B.V., Heiweg 14, 6161 DA, Geleen (The Netherlands), the owner of the Website;
‘User’: the person who enters, views or in any other way makes use of this website
‘Seller’: any User of this Website who offers or intends to offer equipment for sale or place an advertisement via the Website
3. Role Vitech
Vitech offers online information, communication, advertising and sales service regarding used PCB Equipment for professionals worldwide.
Vitech offers Sellers the possibility for offering machines that are available for sale or to place a ‘wanted’ advertisement. This listing is free of charge, but will only be placed on the Website, after review and acceptance by Vitech.
4. Role User/Seller
The User/Seller who wishes to place such a sales advertisement, is responsible for providing complete and correct information regarding his personal information as well as the goods he is offering for sale, to keep this information up to date and to inform Vitech as soon as possible in case of any changes regarding this information.
Additionally, Seller represents, warrants and agrees:
- that he has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity;
- that, in case the Seller is not the legal owner of the asset, Seller will inform and get permission from owner before offering the asset for sale to Vitech;
- that he has authority to list the offered assets for sale and to sell the offered assets;
- that the offering by Seller of any asset will not cause Vitech to violate any applicable law, statute, ordinance or regulation;
- that any spare part offered will at least have a value of Euro 500;
- that Seller will notify Vitech as soon as possible, but ultimately within three working days, of any sale with any buyer of any item owned by Seller and published on the Website.
The content, design and structure of the Website are protected by copyright law.
The information, texts and images provided by Vitech are intended only for individual access by the user of the Website and may not be duplicated or used for commercial purposes without the written prior consent of Vitech.
6. Warranties and liability
The content of the pages of this Website is for your general information and use only. It is subject to change without notice.
Neither Vitech nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this Website for any particular purpose.
Our goal is to keep the information on the Website complete and correct. If errors are brought to our attention, we will try to correct them as soon as possible. However, Vitech accepts no responsibility or liability whatsoever with regard to the material on its Website, such as but not limited to availability of advertised goods, product information, etcetera.
In no event will Vitech be liable to any party for any damages whether direct, or indirect, resulting from, arising out of or in connection with access to, or use of or inability to access or use, the Website or its contents.
7. Shut-down of the Website
Vitech has the sole right to shut down the Website or any part thereof for any reason at any time without prior notice.
9. Applicable law and jurisdiction
GENERAL CONDITIONS OF SALE, DELIVERY AND PAYMENT
Vitech International B.V.
6161 DA GELEEN (THE NETHERLANDS)
Article 1 Definitions
- In the following, ‘Vitech' is understood to mean:
Vitech International B.V.
Heiweg 14, 6161 DA GELEEN (THE NETHERLANDS)
- In the following, the 'other party' is understood to mean the opposite party to Vitech in an offer and/or contract regarding the sale of goods and/or the performance of services.
Article 2 Scope of application of the present conditions
- These conditions apply to any offer from Vitech and to any agreement between Vitech and the other party in respect of which Vitech has stated that these conditions apply, in so far as these conditions have not been deviated from explicitly by the parties. Vitech does not accept any general terms and/or conditions of the other party, except if and in so far as any condition or conditions have been expressly accepted by Vitech in writing.
- The other party with whom at any point in time an agreement was entered into subject to the present conditions, shall be deemed tacitly to agree to applicability of these conditions to any agreement entered into with Vitech later.
- In case of conflict between any provision of the present general conditions and the agreement to which they have been declared to be applicable, the stipulations of the agreement shall prevail.
Article 3 Offers
- All offers and/or quotations remain valid for 30 days after the quotation date, are completely free of engagement, unless explicitly agreed to the contrary, and are dependent on the availability of the equipment.
- All agreements, also if and in so far as they have been entered into by persons who are or are not employed by Vitech, shall not become effective until they have been confirmed by Vitech's explicitly authorized agent or have been carried out without a previous order confirmation.
- The written order confirmation shall be deemed to have been found correct and approved unless within eight days from its dispatch by Vitech objections in writing have been received.
Article 4 Prices
Unless stated otherwise, our prices as set out in the order confirmation are:
- based on delivery Ex Works from Vitech's works, warehouse or other storage facility;
- exclusive of VAT, import duties, other taxes, levies and fees;
- exclusive of the costs of packaging, loading and unloading, transport, installation and insurance;
- expressed in Dutch currency; any exchange rate modifications will be passed on.
Article 5 Price increase
- If Vitech agrees on a price with the other party, Vitech shall nevertheless be entitled to increase the price according to its price list as at the time of delivery in case of modification of the costs of the materials required for execution of the agreement or of wages, premiums of any nature whatever, taxes and/or other factors that determine the price of the goods purchased. Vitech shall notify the other party of such increase.
- If the price increase exceeds 10%, the other party shall be entitled to dissolve the agreement.
Article 6 Execution of the agreement
- Vitech determines how the agreement is to be executed. Vitech shall, if requested, previously inform the other party about how the agreement is going to be executed, unless this is in conflict with the nature of the order.
- Vitech is entitled, without the other party's consent, to contract out the order or parts of it or to have it executed by third parties that are not in Vitech's employment if Vitech deems this to be conducive to good or efficient execution of the order, unless this is in conflict with the nature of the order.
- An order placed with Vitech shall be deemed to have been placed for an indefinite period of time, but at least for a period of one year, unless agreed otherwise in writing.
- When the order has been processed, all documents relating to it that have been made available by the other party shall be returned, unless agreed otherwise.
- If said documents have not been taken up by the other party within one month from completion of the order, they shall from that moment be stored for risk and account of the other party.
Article 7 The other party's duty to provide information and cooperate
- The other party shall be responsible for providing Vitech with all data that Vitech deems required for adequate execution of the order. The required documents shall be provided in the manner specified by Vitech. The other party shall further provide any other cooperation required in the execution of the order.
- Vitech has the right to suspend the execution of the order until the other party has fulfilled its obligations as meant in the preceding section.
- The other party shall indemnify Vitech for the loss incurred as a result of the delay arising as a consequence of the foregoing.
Article 8 Confidential information
Apart from legal stipulations requiring that certain data be revealed, the parties shall be bound by secrecy in respect of the information obtained from the other party and of any confidential results from processing of such information. The parties shall to that effect take all precautionary measures that can be required within reason.
Article 9 Suretyship
- Vitech is at all times entitled, before starting the work or continuing it and before proceeding to delivery or continuing delivery, to require sufficient surety for fulfilment of the other party's payment obligations.
- If the required surety is not or is not satisfactorily provided or if the legal status of the other party has been changed, Vitech shall be entitled to wholly or partly terminate the agreement without judicial intervention and to take back what has already been delivered, without prejudice to Vitech's entitlement to claim payment of what is due at that time for work performed and deliveries made.
Article 10 Modification of the agreement
- When the order has been granted and afterwards modifications in its execution are required, they shall be communicated to Vitech in good time and in writing. If such modifications are communicated orally or by telephone, the risk of any execution otherwise than envisaged shall be for account of the other party.
- Vitech reserves the right to adapt the price, if required, on account of modifications of the order.
- Modifications of an order which has been placed already may result in exceeding of the originally agreed time of delivery by Vitech. Vitech shall not be liable for any such delay.
Article 11 Delivery
- Notwithstanding that ownership of the goods shall not pass until full payment has taken place, the risks attached to the goods shall pass unencumbered and unconditionally to the other party at the moment of transfer of the risk as stipulated in the applicable Incoterms. Unless otherwise has been agreed in the sales agreement between the parties, the goods shall be delivered Ex-Works Vitech Geleen, in accordance with the Incoterms latest published version by the International Chamber of Commerce as of the date of the sales agreement.
- The other party is obliged to take up the goods purchased or processed or tested at the moment they are delivered to him or at the moment that they are made available to him in accordance with the agreement. If the other party refuses to take delivery of the goods or fails in giving the information or instructions that are needed for delivery, the goods shall be stored at the other party's risk. In such a case the other party shall bear all additional costs, including storage costs in any case.
Article 12 Term of delivery
The agreed term of shipment and/or delivery or the performance of services is not absolute, unless explicitly agreed otherwise.
Article 13 Partial deliveries
Vitech is entitled to deliver in portions the goods purchased or processed or tested. This shall not apply if a partial delivery has no independent value. If the goods are delivered in portions, Vitech shall have the right to invoice for each portion separately.
Article 14 Defects; complaint deadlines
- The other party shall examine the purchased or processed or tested goods (or cause them to be examined) upon delivery at destination - or as soon as possible thereafter - or take care of such an inspection when a communication from Vitech has been received that the goods are at the other party's disposal. This means that the other party has to ascertain whether the goods are in accordance with the agreement, viz.:
- whether the correct goods have been delivered;
- whether the goods are in accordance with the agreement in terms of quantity (amounts, weight, etc.);
- whether the goods delivered meet the agreed quality specifications or - in the absence of such specifications - the requirements inherent in normal use and/or commercial purposes.
- If visible defects or faults are discovered, the other party shall notify them in writing to Vitech within seven days from delivery.
- Non-visible defects shall be notified by the other party to Vitech within five working days from discovery, but not later than four weeks from delivery.
- Also if the other party presents a complaint within the required period of time, its obligation to pay and take delivery shall remain unaffected. Goods can only be returned subject to previous consent from Vitech.
Article 15 Samples, models and specimen
If Vitech shows or presents a model, sample or specimen, it shall always be meant as an indication only; the properties of the goods delivered may deviate from such sample, model or specimen.
Article 16 Copyright, industrial property right and right of reproductio
- Unless explicitly agreed otherwise all IP rights (copyrights, model rights, etc.) attaching to the designs, pictures, descriptions, drawings, models, programmes etc. of the offered goods are reserved by the original rightholder(s) and shall be respected.
- In the case that there is software installed in the machine(s), the machine(s) will be delivered with this software, but without the required software license(s), which have to be arranged by the other party and the Original Equipment Manufacturer.
Article 17 Termination of the agreement
- Vitech's receivables owed by the other party can be claimed immediately, thus not requiring a notice of default, in the following cases:
- If, after the agreement has been entered into, facts come to Vitech's knowledge which are good grounds for Vitech to fear that the other party will not be able to fulfil its commitments;
- If at the time of entering into the agreement Vitech has asked the other party to provide surety for fulfilment of its commitments and the other party fails to provide such surety or provides insufficient surety.
In said cases Vitech shall be entitled to suspend the further execution of the agreement or to proceed to the out-of-court dissolution of the agreement, all this without prejudice to Vitech's right to claim indemnification.
- If circumstances arise with respect to persons and/or material that Vitech needs in the execution of the agreement or normally makes use of, which are of such a nature that execution of the agreement has become impossible or so difficult and/or disproportionately costly that performance of the agreement cannot reasonably be required any more, Vitech shall be entitled to dissolve the agreement.
- Termination of the agreement by the other party is solely possible in the specified cases as mentioned in these terms and conditions.
Article 18 Warranty
- Vitech warrants that the products it delivers are free of design, material and fabrication defects for a period of three months from delivery at destination or, if a longer period has been expressly stipulated, for that agreed period.
The warranty does not cover troubles which arise from any form of wear or from non-durable components of the product supplied.
- If the product shows a design, material or fabrication defect, the other party is entitled to repair, provided that the other party informs Vitech in writing about the defect during the warranty period. Vitech may opt for replacement of the product if repair is objectionable. The other party is only entitled to replacement if repair of the product is not possible.
- The warranty given by Vitech for components or accessories supplied by third parties is limited to the period of warranty given to Vitech by such third-party suppliers.
- The warranty cannot be invoked for damage which is due to incorrect treatment by the other party and/or third parties it has called in.
By incorrect treatment is understood, inter alia:
Incompetent use, negligent installation, negligent maintenance and/or negligent storage of the products and/or failure to comply with the manufacturer's instructions for use.
- The warranty cannot be invoked either if the other party and/or third parties it calls in perform(s) work on the product or modifies/modify it.
- If Vitech, in order to comply with its warranty commitment, replaces component parts, then the replaced parts become Vitech's property.
- If the other party wholly or partly fails to fulfil, or does not timely fulfil any of the obligations arising from the agreement(s) entered into with Vitech, then Vitech is not bound by the warranty while such failure lasts.
- The warranty only covers costs of materials. Wage and travel costs are not covered by the warranty and are for the other party's account.
- Warranty regarding the performance of services is explicitly excluded. Provisions A -H therefore do not apply to any service carried out by Vitech, such as but not limited to installations, repairs, etc.
Article 19 Right of retention
Until all of Vitechâ€™s claims are fulfilled, Vitech has the right to keep in its possession all goods provided by the other party or all goods Vitech has manufactured for the other party for the purpose of recovering all costs Vitech has incurred in the execution of orders, irrespective of whether those orders relate to those or other goods of the opposite party, unless the other party has provided sufficient surety covering said costs.
Article 20 Reservation of ownership
- The goods delivered by Vitech shall remain Vitech's property until the other party has fulfilled all the following obligations arising from all (purchase) agreements entered into with Vitech:
- the counterperformance(s) relating to the good(s) as such, delivered or to be delivered,
- the counterperformance(s) relating to services performed or to be performed by Vitech under the (purchase) agreement(s),
- meeting any claims on account of non-performance by the other party of (a) (purchase) agreement(s).
- Goods delivered by Vitech to which the above-mentioned reservation of ownership applies are only allowed to be sold on in the course of normal business operation. The other party is not allowed to encumber those goods with a right of lien or any other right.
- If the other party fails to fulfil its commitments or there are good reasons to fear that this is going to be the case, Vitech is entitled to take away or cause to be taken away from the third party or from third parties keeping the goods for the other party any goods which are subject to the above-mentioned reservation of ownership. The other party shall fully concur in this, on penalty of a fine of 10% per day of the amount it owes.
- If third parties wish to establish or claim any right on the goods supplied subject to reservation of ownership, the other party shall inform Vitech as soon as reasonably possible.
- At Vitech's first request the other party shall:
- insure and keep insured the goods supplied subject to reservation of ownership against the risks of fire, explosion and water damage and theft, and present the insurance policy for perusal;
- pledge to Vitech, in accordance with art. 3:239 of the Dutch Civil Code, all the other party's insurance claims in respect of the goods supplied subject to reservation of ownership;
- pledge to Vitech, in accordance with art. 3:239 of the Dutch Civil Code, all the other party's receivables from purchasers when it sells on the goods supplied subject to reservation of ownership;
- to mark as Vitech's property the goods supplied subject to reservation of ownership;
- in other ways lend its concurrence towards all reasonable measures Vitech wishes to take in order to protect its title to the goods and which do not unreasonably hamper the other party in its normal business operations.
Article 21 Payment
- Payment shall be effected within 30 days from invoice date:
- by means of legal tender handed over at Vitech's office or
- by remittance of the amount due to one of the bank accounts in the name of Vitech International B.V. in 6161 DA GELEEN mentioned in the agreement or on the invoice.
Upon expiry of said term of 30 days from the invoice date the other party is in default and from that point in time shall owe interest at a rate equal to the legal rate of interest according to the European Central Bank plus 2% on the amount due.
- In the event of liquidation or bankruptcy of the other party or a an official moratorium being granted to the other party, immediate payment of the receivables due from the other party can be claimed.
- Payment shall be effected without any discount or set-off.
Article 22 Debt collection costs
- . If the other party is in default in the fulfilment of one or more of its obligations, then all costs reasonably incurred for the purpose of obtaining settlement out of court shall be for account of the other party. The other party shall owe in any case an amount equal to at least 15% of the gross invoice value (with a minimum of Euro 100.00), increased by Euro 15.00 for administration costs.
If Vitech can demonstrate that higher costs have been incurred within reason, those shall also be recoverable from the other party.
- The other party shall repay to Vitech all judicial costs incurred in all instances, unless these are unreasonably high. This only applies if Vitech and the other party are engaged in judicial proceedings in relation with an agreement that is subject to the present conditions and a court judgment has become conclusive and final and whereby the other party is fully or mainly found at fault.
- The payments effected by the other party shall always be used in the first place for settlement of all interest and costs due, in the second place for settlement of the invoices that have been outstanding longest, even if the other party states that the payment relates to a later invoice.
Article 23 Liability
In all cases regarding the sale of goods or the supply of accessory services, Vitech is solely liable if damage is attributable to wilful intent or gross negligence on the part of Vitech. In case liability of Vitech is established, such liability is limited to the loss or damage which was foreseeable at the time the contract was concluded up to a maximum amount equivalent to the invoice value agreed with the other party. In no event shall Vitech’s liability include indirect or consequential damages, including without limitation, damage based upon loss of goodwill, loss of business, loss of sales or profits, work stoppage, production failure, impairment of other goods or otherwise and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation or otherwise.
Article 24 Force majeure (non-imputable default)
- Neither party shall be deemed to be in default under the sales agreement and no liability shall result
from non-performance of the sales agreement, if and to the extent the non-performance is caused
by circumstances beyond the reasonable control of the failing party, including, but not limited to, war,
fire, explosion, terrorist attacks, storm, flood, earthquake, sabotage, acts of government, labour
disturbances, shortage of energy, raw materials and means of transport, break-down of machinery and
plant start-up problems. Vitech is also entitled to claim force majeure if the circumstance which obstructs (further) execution of the agreement occurs after the date at which the agreement should have been executed. Both parties shall inform each other regarding a situation of force majeur as soon as possible, in order for both parties to reach an amicable solution.
- While a situation of force majeure lasts, both partie’s obligation to deliver and other obligations are suspended. If the period during which parties are prevented from meeting their obligations owing to force majeure lasts longer than two months, both parties shall be entitled to dissolve the agreement, which shall not give rise to any obligation of indemnification.
- If at the time the force majeure arises Vitech has already fulfilled part of its obligations or can only fulfil part of its obligations, Vitech shall be entitled to invoice that portion of the performance and the other party shall pay the invoice as if it related to a separate agreement. This shall not apply if the partial performance has no independent value.
Article 25 Prescription
All the other party's claims under an agreement subject to the present conditions shall prescribe, except for stipulations of imperative law, after expiry of one year, counting from the day on which the goods are delivered or should have been delivered or from the day on which the work is completed or should have been completed.
Article 26 Settlement of disputes
All disputes that arise from or in connection with these terms and conditions and/or the agreement(s) they apply to between Vitech and the other party shall be brought before the competent Court of Maastricht (the Netherlands) exclusively.
Article 27 Applicable law
Each agreement between Vitech and the other party shall be solely subject to Dutch law.
Article 28 Modification of the conditions
Vitech has the right to modify the present conditions. The modifications shall take effect from the announced point in time. If no time of taking effect has been announced, the other party shall be bound by the modified conditions from the moment of communication.