General terms

General information

• Voltec B.V. is a private company with limited liability which has its statutory registered office and place of business at Wenckebachstraat 3 in (6466 NC) Kerkrade, the Netherlands.
• Email: sales@voltec.nl
• Telephone number: +31 (0)45 571 8090
• Website: https://www.voltec.nl

Article 1. Definitions

The following terms are deemed to bear the meaning assigned to them for the purposes of these general terms and conditions:

• General Terms and Conditions – these terms and conditions;
• Purchaser – any natural person or legal entity that is not a consumer and is acting for the purposesof practising a profession or trade, or conducting a business;
• Quotation: any verbal or written offer made by Voltec to enter into an agreement with a Purchaser;
• Goods – all material items to which a Quotation, agreement or invoice pertains and/or which are supplied and, when applicable, any work and services provided by Voltec;
• Delivery – the actual supply of Goods to a Purchaser or any other party designated by the latter by or on behalf of Voltec;
• Written/in writing – in writing or an email.

Article 2. General

1. These General Terms and Conditions shall govern every offer made or Quotation issued by Voltec and any agreement between the latter and a Purchaser, unless explicitly agreed to otherwise in writing.
2. Any reference by a Purchaser to their own terms and conditions shall be deemed not to have been consented to by Voltec and shall not affect the exclusive application of Voltec's General Terms and Conditions.
3. An agreement shall come into effect on the date on which Voltec signs it or that on which it issues a written notice confirming the relevant assignment or acts on such assignment, order or agreement.
4. An amendment or addendum to any provision of an agreement and/or these General Terms and Conditions may only be agreed to in writing.
5. When an amendment and/or addendum referred to in clause 4 is agreed to, it shall only apply to the relevant agreement, unless explicitly agreed to otherwise,
6. Any verbal undertaking given by and arrangements with Voltec's staff shall only be binding on Voltec in so far as the latter consents to it in writing.

Article 3. Quotations

1. All Quotations issued by Voltec shall be free of obligation and shall be valid for thirty (30) days unless explicitly stipulated otherwise.
2. Any verbal Quotations issued by Voltec shall cease to apply in the event that the relevant Purchaser fails to consent to it in writing within eight (8) days.

Article 4. Dimensions and weight

1. Any specification on the part of Voltec when issuing a Quotation of the dimensions and weight of the units in which the relevant Goods are to be delivered and any illustrations shall merely be indicative. Evidence of the binding nature of a dimension or weight may only be found in a written statement which Voltec has explicitly issued.
2. Voltec shall be entitled to apply and charge for a tolerance of 5% either up or down in relation to any dimension and/or weight when effecting delivery.

Article 5. Reels

1. Voltec reserves the right to deliver Goods including reels and/or ‘deposit reels’. Voltec shall only accept the return of deposit reels provided that they are in good condition. A Purchaser shall be required to remove any (disposable) reels themself.

Article 6. Prices

1. All of the prices which Voltec charges shall be based on the cost-determining factors known at the time when the relevant Quotation is issued and, subject to any stipulated derogation from this, shall be exclusive of value added tax and packing, insurance, shipping and delivery costs.
2. In the event that one (1) or more cost-determining or related factors varies or vary after the date of a Quotation or notice confirming an order – even where such variation occurs in foreseeable circumstances – Voltec shall be entitled to adjust its prices accordingly.
3. All of Voltec’s prices shall be subject to programming and typing errors.

Article 7. Delivery

1. A delivery term which Voltec has stipulated shall only be indicative and shall under no circumstances be material, unless Voltec explicitly stipulates otherwise in writing.
2. A delivery term shall commence on the date on which the relevant agreement is concluded. Where Voltec requires information or ancillary materials for the purposes of executing an agreement which the relevant Purchaser needs to supply, the delivery term shall commence on the date on which Voltec has all of the requisite information or ancillary materials in its possession but no earlier than on the date on which the agreement concerned has been concluded.
3. A failure to meet a delivery deadline – whatsoever the reason for this – shall not confer entitlement to compensation on the relevant Purchaser. Neither shall the Purchaser be entitled to cancel their agreement, unless such failure to meet the delivery deadline is of such a nature that the Purchaser cannot reasonably be expected to allow the agreement to remain in effect. The Purchaser shall notify Voltec of this in writing, citing reasons for it.
4. Voltec shall at all times be entitled to effect part-delivery.
5. Where a delivery of Goods is agreed to come in parts (on call), the relevant Purchaser shall have a duty to take delivery in accordance with any agreed call and delivery timetable. In the event that no written arrangements have been made, the Goods shall be held available at the Purchaser’s risk and expense, and the Purchaser shall take delivery of all of the Goods by no later than within three (3) months after the relevant agreement has been concluded.
6. In the event that a Purchaser fails to take delivery of the relevant Goods or any document issued for them at the agreed time, the Purchaser shall be in default in the absence of any notice to this effect. In that case Voltec shall be entitled to store the relevant Goods at the Purchaser’s risk and expense or to sell them to some other party. The Purchaser shall remain liable for the purchase price, plus any interest and charges (such as compensation), where applicable less the net proceeds from a sale to another party.

Article 8. Retention of title

1. Ownership of what Voltec delivers to a Purchaser shall only pass to the latter at such time as they have complied with all of their obligations towards Voltec pursuant to the relevant agreement.
2. Before ownership of such Goods passes to a Purchaser, the latter shall not be entitled to sell, deliver, alienate or lease them out to any other party, to allow them to be used by anyone, or to pledge or otherwise encumber them to the benefit of any other party. In such a case a Purchaser shall only be entitled to use the relevant Goods for the purposes of their normal business operations and to hold them on Voltec's behalf, even where the Purchaser uses the Goods delivered to create new ones.
3. Where and for as long as ownership of any Goods has not yet passed to a Purchaser, the latter shall grant Voltec unimpeded access to the Goods that have been delivered and shall notify Voltec in writing immediately if the Goods are attached or a claim is made to any part of them.
4. In the event of an attachment, bankruptcy and/or a (provisional) moratorium on payments a Purchaser shall immediately notify the attaching bailiff, guardian or administrator of Voltec's (proprietary) rights.

Article 9. Intellectual property

1. Any drawings, documents or information supplied to a Purchaser by Voltec shall remain the latter's property. Voltec shall retain copyright to same. An agreement shall not provide for a transfer of or licence to any intellectual property rights to Goods delivered to the relevant Purchaser.
2. A Purchaser shall not be permitted to remove or modify any inscription of a trademark, trading name, patent or other right in respect of or to any Goods and/or Voltec's property.

Article 10. Inspections and claims

1. A Purchaser shall have a duty to inspect any Goods immediately after they are delivered to ascertain whether they comply with the relevant agreement.
2. Voltec must be notified in writing of any defect due to defective materials or poor workmanship as well as any discrepancy with regard to the quantity, weight and/or quality between the Goods and their description on the notice confirming the relevant order or invoice by no later than within seven (7) days after the Goods have been delivered.
3. Voltec shall be notified in writing of any defect which cannot be detected by the deadline stipulated in Clause (2) immediately after it is discovered but by no later than thirty (30) days following receipt.
4. In the event that a defect is discovered, the relevant Purchaser shall immediately cease using or installing the Goods concerned. A Purchaser shall provide Voltec with every assistance for the purposes of investigating the circumstances in which the relevant Good are processed, installed or used, amongst other things, by granting Voltec unimpeded access to them.
5. A Purchaser shall not be at liberty to return any Goods until such time as Voltec consents to their return.
6. In the event that a Purchaser invokes their right to file a claim appropriately, lawfully and in a timely fashion, any liability arising as a result shall be limited. In this respect Voltec shall assume responsibility for the (return) transport and – in so far as it is reasonable to do so – the costs involved.
7. A Purchaser shall not be entitled to file a claim in respect of any defect in Goods which Voltec cannot inspect for any reason whatsoever.
8. A defect affecting an individual consignment of Goods which constitutes part of a delivery comprising multiple consignments shall only confer entitlement on the relevant Purchaser to cancel the entire agreement in question, provided that the Purchaser cannot reasonably be required to uphold the rest of the agreement.
9. In the event that a claim is not communicated to Voltec by or on behalf of a Purchaser in writing in a timely fashion, any claims which the Purchaser has against Voltec shall cease to apply. This clause shall apply mutatis mutandis where the relevant Goods are not used properly and/or for as long as the Purchaser fails to comply with any obligation towards Voltec.

Article 11. Payment

1. In so far as is not agreed otherwise in writing, payment shall be effected without any discount or compensation within thirty (30) days after the date mentioned in the relevant invoice. Voltec shall always be entitled to require (partial) payment in advance or to require a Purchaser to tender any other form of security for payment. A Purchaser shall not be entitled to suspend their duty to effect payment.
2. Under no circumstances shall a Purchaser be entitled to set off any obligation – which is due or otherwise – on their part against any of Voltec's. A claim filed by a Purchaser shall not suspend any duty to pay Voltec.
3. A Purchaser shall be in default merely by virtue of the expiry of a deadline for payment.
4. In the absence of any further notice of default, a Purchaser shall be liable for interest equivalent to 8% of all amounts which are not paid by the last day of a term of payment as of the relevant invoice date, unless the legally stipulated commercial interest rate exceeds this, in which case the higher percentage shall apply. Any interest that is due shall apply per month or part thereof.
5. In the event that a Purchaser fails to pay the amount due plus interest upon the expiry of an additional term of payment stipulated in a letter, they shall be liable for all judicial and extrajudicial expenses incurred by Voltec. Any extrajudicial expenses shall amount to no less than 15% of the relevant invoiced amount subject to a minimum of €500.00.

Article 12. Force majeure, suspension, cancellation and rescission

1. Force majeure is deemed to refer to any circumstances beyond Voltec's control – even where they were already foreseeable when the relevant agreement was concluded – which temporarily or permanently constitutes an obstacle to compliance with the agreement, as well as – in so far as this is not already covered – war, the threat of war, terrorism, insurrection, an industrial strike, a lockout, transport difficulties, fire, an epidemic, a pandemic, government measures and any other major disruption of the business of Voltec or its suppliers.
2. In the event of force majeure Voltec shall not have a duty to pay any compensation.
3. Should Voltec be unable to comply with its obligations towards a Purchaser due to force majeure, those obligations shall be suspended for the duration of the situation of force majeure. Where a situation of force majeure persists for longer than three (3) months, either party may cancel the relevant agreement. In so far as Voltec has already partly fulfilled its obligations pursuant to an agreement when force majeure occurs, it shall be entitled to charge the relevant Purchaser separately for those with which it has already complied.
4. In the event that there are good grounds to fear that a Purchaser will no longer be willing or able to comply with their contractual obligations towards Voltec, as well as in the case of bankruptcy, a moratorium on payments or an application for either, the cessation, liquidation, or full or partial transfer of the Purchaser's business, Voltec shall be entitled to require appropriate security for all contractual obligations and to suspend the relevant agreement pending such security. In the event that security is not tendered within a reasonable period of time, Voltec shall be entitled to cancel the relevant agreement.
5. Should a Purchaser fail to comply with their obligations pursuant to an agreement or a related contract, or to do so properly or on time, Voltec shall be entitled to cancel the agreement.
6. The provisions of Clauses (4) and (5) shall not affect Voltec's right to seek compensation.
7. In the event that a Purchaser cancels an order, Voltec shall be entitled to charge an amount equivalent to 20% of the order by way of a cancellation fee. No rescission shall be permitted in the case of Goods which are specially manufactured for the relevant Purchaser.

Article 13. Liability

1. Except in the case of a deliberate act or omission, or wilful recklessness on the part of Voltec, the latter shall not be liable for any direct or indirect harm suffered by a Purchaser, which is explicitly deemed to include but is not confined to a loss due to the disruption of business, loss of earnings, a loss due to the cessation of business, consequential loss, injury any other form of financial loss, as well as any potential claims filed by other parties.
2. Furthermore, in all circumstances any potential liability on the part of Voltec shall be confined to the loss which is covered pursuant to its insurance policy (or policies) and in respect of which the insurance company makes a payout, and shall amount to no more than the amount for which cover is granted in the relevant case. Moreover, any liability – howsoever it may be called and whatsoever its purpose – for compensation, costs or otherwise shall be confined to the amount of the relevant agreement, which is deemed to include a duty to effect cancellation.
3. A Purchaser shall be required to notify Voltec in writing of any loss suffered as soon as possible but by no later than two (2) weeks after it occurs or becomes known. Any loss which is not reported by this deadline shall not qualify for compensation. At any rate, any claim on the part of a Purchaser against Voltec with the exception of any which the latter explicitly accepts, shall lapse by virtue of the mere expiry of twelve (12) months after it arises.
4. A Purchaser shall indemnify Voltec and its legal successors against any claim made by a third party in relation to the relevant agreement and any goods which Voltec delivers.

Article 14. Governing law

1. In the event that part of these General Terms and Conditions is void or voidable, this shall not affect their remaining provisions. Any provision which is fully or partially void or voidable shall be replaced by one which derogates as little as possible from the original one.
2. Voltec shall be entitled to amend these General Terms and Conditions unilaterally.
3. Any legal relationship between Voltec and a Purchaser shall be governed by and construed in accordance with the law of the Netherlands.

​All disputes shall be adjudicated by a Dutch court of law that enjoys jurisdiction to do so.