General Terms & Conditions
GENERAL TERMS AND CONDITIONS SURETORQ Europe
1 SURETORQ Europe: RvS Tools BV, established in Gouda, Chamber of Commerce no. 50362674.
2 Customer: the person with whom SURETORQ Europe has entered into an agreement; companies with a Chamber of Commerce no.
3 Parties: SURETORQ Europe and customer together.
4: Consumer: a customer who is an individual acting for private purposes.
1. These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of SURETORQ Europe.
2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
4. The services and products of SURETORQ Europe are Business-to-Business and only available for customers: companies with a Chamber of Commerce no.. Consumers are not able to enter agreements with SURETORQ Europe.
1. All prices used by SURETORQ Europe are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel- and shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
2. SURETORQ Europe is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise at any time.
3. Increases in the cost prices of products or parts thereof, which SURETORQ Europe could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
4. The consumer has the right to terminate an agreement as result of a price increase as referred to in paragraph 3, unless the increase is the result of statutory regulation.
1. If the customer has received a sample or model of a product, he cannot derive any rights from this other than that it is an indication of the nature of the product, unless the parties have explicitly agreed that the products be supplied conform the sample or model.
Payments and payment term
1. SURETORQ Europe may, at the conclusion of the agreement, require an immediate payment of 100% of the agreed amount.
2. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without SURETORQ Europe having to send the customer a reminder or to put him in default.
3. SURETORQ Europe reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.
Right of cancellation
1. A customer may cancel an online purchase during a cooling-off period of 14 days without giving any reason, provided that:
- the product has not been used
- the product is not specially tailored for the customer or adapted to its special needs
- the seal is still intact
- the purchase does not concern an (assignment to) urgent repair
- the customer has not renounced his right of cancellation
2. The reflection period of 14 days as referred to in paragraph 1 commences:
- on the day after the customer has received the last product or part of 1 order
- as soon as the customer has received the first product of a subscription
- as soon as the customer has purchased a service for the first time
- as soon as the customer has confirmed the purchase of digital content via the internet
3. The customer can notify his right of cancellation via firstname.lastname@example.org.
4. The customer is obliged to return the products to SURETORQ Europe within 14 days after the notification of his right of cancellation, after which period his right of cancellation will lapse.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
The customer waives the right to settle any debt to SURETORQ Europe with any claim on SURETORQ Europe.
Retention of title
1. SURETORQ Europe remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to SURETORQ Europe under whatever agreement with SURETORQ Europe including of claims regarding the shortcomings in the performance.
2. Until then, SURETORQ Europe can invoke its retention of title and take back the goods.
3. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If SURETORQ Europe invokes its retention of title, the agreement will be dissolved and SURETORQ Europe has the right to claim compensation, lost profits and interest.
1. Delivery takes place while stock last.
2. Delivery takes place at SURETORQ Europe via Post NL, unless the parties have agreed upon otherwise.
3. Delivery of products ordered online takes place at the address indicated by the customer.
1. Any delivery period specified by SURETORQ Europe is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
2. The delivery starts once the customer has fully completed the (electronic) ordering process, including full payment, and received an (electronic) confirmation of his order from SURETORQ Europe.
3. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless SURETORQ Europe cannot deliver within 30 days or if the parties have agreed upon otherwise.
The customer must ensure that the actual delivery of the products ordered by him can take place in time.
Transport and shipping costs
Transport and shipping costs are on behalf of the customer, unless the parties have agreed upon otherwise.
Packaging and shipping
1. If the package of delivered product is opened or damaged, the customer must have a note drawn up by the forwarder or delivery person before receiving the product. In the absence of which SURETORQ Europe may not be held liable for any damage.
2. If the customer himself takes care of the transport of the product, he must report any visible damage to products or the packaging prior to the transport to SURETORQ Europe, failing which SURETORQ Europe cannot be held liable for any damage.
1. If the customer orders products later than the agreed delivery date, the risk of any quality loss is entirely for the customer.
2. Any extra costs as a result of premature or late purchase of products are entirely at the customer’s expense.
1. The warranty relating to products only applies to defects caused by faulty manufacture, construction or material.
2. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the customer, or when the cause of the defect cannot clearly be established.
3. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties, will pass on to the customer when these products are legally and/or factually delivered, at least are in the power of the customer or a third party who receives the product for the benefit of the customer.
The customer indemnifies SURETORQ Europe against all third-party claims that are related to the products and/or services supplied by SURETORQ Europe.
1. The customer must examine a product or service provided by SURETORQ Europe as soon as possible for possible shortcomings.
2. If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform SURETORQ Europe of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
3. Consumers must inform SURETORQ Europe of this within two months after the detection of shortcomings.
4. The customer gives a detailed description as possible of the shortcomings, so that SURETORQ Europe is able to respond adequately.
5. The customer must demonstrate that the complaint relates to an agreement between parties.
6. If a complaint relates to ongoing work, this can in any case not lead to SURETORQ Europe being forced to perform other work than has been agreed.
1. The customer must provide any notice of default to SURETORQ Europe in writing.
2. It is the responsibility of the customer that a notice of default actually reaches SURETORQ Europe in time.
Joint and several Client liabilities
If SURETORQ Europe enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to SURETORQ Europe under that agreement.
Liability of SURETORQ Europe
1. SURETORQ Europe is only liable for any damage the customer suffers if and insofar this damage is caused by intent or gross negligence.
2. If SURETORQ Europe is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
3. SURETORQ Europe is never liable for indirect damages, such as consequential loss, lost profits, lost savings or damage to third parties.
4. If SURETORQ Europe is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from SURETORQ Europe shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
1. The customer has the right to dissolve the agreement if SURETORQ Europe imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
2. If the fulfillment of the obligations by SURETORQ Europe is not permanent or temporarily impossible, dissolution can only take place after SURETORQ Europe is in default.
3. SURETORQ Europe has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if the circumstances give SURETORQ Europe good grounds to fear that the customer will not be able to fulfill his obligations properly.
1. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of SURETORQ Europe in the fulfillment of any obligation to the customer cannot be attributed to SURETORQ Europe in any situation independent of the will of SURETORQ Europe, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from SURETORQ Europe.
2. The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity; internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a situation of force majeure arises as a result of which SURETORQ Europe cannot fulfill one or more obligations towards the customer, these obligations will be suspended until SURETORQ Europe can comply with it.
4. From the moment that a force majeure situation has lasted at least 30 calendar days, both the parties may dissolve the agreement in writing in whole or in part.
5. SURETORQ Europe does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
1. SURETORQ Europe is entitled to amend or supplement these general terms and conditions.
2. Changes of minor importance can be made at any time.
3. Major changes in content will be discussed by SURETORQ Europe with the customer in advance as much as possible.
Transfer of rights
1. The customer cannot transfer its rights deferring from an agreement with SURETORQ Europe to third parties without the prior written consent of SURETORQ Europe.
2. The provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what SURETORQ Europe had in mind when drafting the conditions on that issue.
Applicable law and competent court
1. Dutch law is exclusively applicable to all agreements between the parties.
2. The Dutch court in the district where SURETORQ Europe is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 01.05.2020