Article 1: Definitions
Supplier: Wolters Trading is the supplier of professional hand and power tools.
Buyer: The other party of the supplier, acting in the exercise of a profession or business, to whom the supplier sells and delivers goods, and to whom the supplier may also provide services. All parties not covered by consumer law.
Agreement: The agreement between the supplier and the buyer, not being a consumer, i.e., business to business (B2B) only.
Article 2: Applicability
2.1. These terms and conditions apply to all legal relationships between the supplier and the buyer, including any offer, quotation, and agreement to which the supplier has declared these terms applicable, unless the parties have expressly and in writing agreed otherwise.
2.2. These terms also apply to all agreements with the supplier for which third parties need to be involved for execution.
2.3. Any deviations from these general terms are only valid if expressly agreed upon in writing. In any case, all agreements regarding promotional offers and/or agreements concerning products offered at a reduced price due to damage are excluded.
2.4. The applicability of any purchasing or other conditions of the buyer is expressly rejected.
2.5. If one or more provisions of these terms are null and void or annulled, the remaining provisions will remain fully in effect. In such cases, the supplier and buyer will consult to agree on new provisions to replace the void or annulled ones, maintaining the intent and purpose of the original provision as much as possible.
Article 3: Offers and Formation of Agreement
3.1. Any offer made by the supplier is without obligation, unless the offer explicitly states a period for acceptance.
3.2. Prices in offers/quotations are exclusive of VAT and other government levies, as well as any costs incurred under the agreement, such as shipping and administrative costs, unless agreed otherwise.
3.3. The offer is based solely on information provided by the buyer, which the supplier may rely on to be accurate and complete. The buyer guarantees the correctness and completeness of this information.
3.4. A binding, non-cancellable agreement between supplier and buyer is established as follows:
a) by explicit verbal or written and unchanged acceptance by the buyer of the offer made by the supplier;
b) by the buyer signing the delivery note upon receipt of the goods delivered by the supplier;
c) upon receipt of the order confirmation signed by the buyer for approval.
Article 4: Execution of the Agreement
4.1. The buyer shall ensure that all data which the supplier indicates are necessary, or which the buyer reasonably ought to know are necessary for the execution of the agreement, are provided to the supplier in a timely and accurate manner.
Article 5: Delivery
5.1. Delivery takes place ex delivery van/warehouse of the supplier.
5.2. The buyer is obliged to accept the goods at the moment the supplier delivers or has them delivered, or at the moment they are made available under the agreement.
5.3. If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the supplier is entitled to store the goods at the buyer’s expense and risk.
5.4. For orders with a purchase value below €1,500 excluding VAT, transport costs are borne by the buyer. For orders above €1,500 excluding VAT, transport costs are borne by the supplier, unless the transport is exceptionally large (at the supplier’s discretion) or involves shipments abroad, in which case costs are borne by the buyer.
5.5. The risk of the goods transfers to the buyer at the time they are legally and/or physically delivered and brought under the control of the buyer or a third party designated by the buyer.
Article 6: Price and Costs
6.1. The price is exclusive of VAT and any costs incurred under the agreement.
6.2. The supplier is entitled to increase the price, for example in the event of changes or additions to the agreement.
6.3. The supplier is also entitled to pass on price increases if rates such as wages or other costs have increased between the time of offer and delivery.
Article 7: Payment
7.1. Payment must be made immediately upon invoice date, unless agreed otherwise, in the currency invoiced and in the manner indicated by the supplier, without any deduction, discount, or set-off. Objections to the amount of the invoice do not suspend the payment obligation.
7.2. If the buyer fails to pay immediately, they are in default by operation of law. The buyer will owe interest equal to the statutory commercial interest. Interest on the payable amount will be calculated from the moment of default until full payment is made, with a part of a month counted as a full month.
7.3. In the event of liquidation, bankruptcy, attachment, or suspension of payment of the buyer, the supplier’s claims become immediately due and payable.
7.4. The supplier is entitled to apply payments made by the buyer first to costs, then to interest due, and finally to the principal and current interest. The supplier may refuse an offer of payment without being in default if the buyer designates a different allocation order. Full repayment of the principal may be refused if interest and costs are not paid as well.
7.5. In the event of exceeding a payment term, the supplier is entitled to suspend further deliveries until full payment of all outstanding amounts under all agreements with the supplier. The supplier is also entitled to send future deliveries on a cash-on-delivery basis.
Article 8: Retention of Title
8.1. All goods delivered by the supplier remain the property of the supplier until the buyer has fully complied with all obligations under all agreements with the supplier, at the discretion of the supplier.
8.2. The buyer is not authorized to pledge or otherwise encumber goods subject to retention of title.
8.3. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the buyer must inform the supplier as soon as reasonably expected.
8.4. The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion, water damage, and theft and to provide the insurance policy for inspection at the supplier’s request.
8.5. Goods delivered by the supplier under retention of title may only be resold in the normal course of business and must never be used as a means of payment. In case of resale, the buyer is also obliged to deliver under retention of title.
8.6. If the supplier wishes to exercise its property rights as stated in this article, the buyer already now grants the supplier or third parties designated by the supplier unconditional and irrevocable permission to access all locations where the supplier’s property is located and to retrieve the goods.
Article 9: Collection Costs
9.1. All reasonable judicial and extrajudicial (collection) costs incurred by the supplier due to the buyer’s failure to meet payment obligations shall be borne by the buyer.
9.2. The buyer owes statutory interest on the incurred collection costs.
Article 10: Inspection, Complaints
10.1. Shortages must be reported in writing to the supplier by the buyer within 7 days after discovery. The complaint must be as detailed as possible to allow the supplier to respond adequately.
10.2. If a complaint is justified, the supplier may, at its own discretion, adjust the invoice, redeliver the product, or refund part of the price already paid without further performance of the agreement.
10.3. If the buyer does not complain within the period specified in Article 10.1, all rights regarding the issue lapse.
Article 11: Limitation Period
11.1. Without prejudice to Article 10, the buyer must, if they believe that the supplier has not performed the agreement properly, notify the supplier in writing without delay – unless already done under Article 10.1 – and assert claims within one year after such notification, otherwise all rights lapse.
Article 12: Suspension and Termination
12.1. If the buyer fails to meet any obligation, is declared bankrupt, applies for suspension of payment, ceases operations, is liquidated, or if property is seized or the buyer is placed under guardianship, the supplier is entitled to suspend its obligations or terminate the agreement in whole or in part without notice or compensation, without prejudice to other rights including compensation.
Article 13: Liability
13.1. The supplier’s liability is limited as follows:
13.2. Liability for damage due to late or improper performance is limited to the invoice amount excl. VAT, or the amount covered by insurance, or a maximum of €500 if not covered. This does not apply in cases of intent or gross negligence.
13.3–13.7. The supplier is not liable for damage due to incorrect information from the buyer (Article 3.3), third-party actions, indirect damage, or loss of profit, unless caused by intent or gross negligence.
Article 14: Indemnities
14.1. The buyer indemnifies the supplier against third-party claims regarding intellectual property rights to materials provided by the buyer and used in execution.
14.2. The buyer indemnifies the supplier against third-party claims for damages related to the agreement, to the extent that the supplier is not liable under Article 13.
Article 15: Force Majeure
15.1–15.4. Parties are not liable for failure to fulfill obligations due to force majeure. Force majeure includes unforeseen external circumstances beyond the supplier’s control, including strikes. The buyer cannot claim damages in such cases. If force majeure delays delivery beyond the agreed time, the buyer may terminate the agreement in writing, but still owes payment for already delivered goods per Article 7.
Article 16: Applicable Law and Disputes
16.1. The court in the supplier’s location has exclusive jurisdiction unless mandatory law provides otherwise.
16.2. All legal relationships to which these terms apply are governed by Dutch law. The Vienna Sales Convention is explicitly excluded.
Article 17: Location
17.1. The version published most recently on the website or applicable at the time the agreement was made shall apply.