General terms and conditions of delivery and payment of the private limited liability company WDT-Services BV, referred to in these terms and conditions as ‘WDT’, having its registered office in Ulft, registered with the Chamber of Commerce under number 60170654.
Article 1: Applicability
1.1. These general terms and conditions apply to all offers, quotations and Agreements under which the private limited liability company WDT-Services B.V. (hereinafter referred to as ‘WDT’) undertakes to perform work and/or provide services to a natural person or legal entity, hereinafter referred to as the ‘Client’, who/which undertakes to pay a price in cash for this.
1.2. The applicability of (any) general terms and conditions of the Client is expressly rejected by WDT in advance.
1.3. WDT is entitled to amend these general terms and conditions. The Client is deemed to have accepted any amendment to these general terms and conditions if they have not notified WDT of their objections in writing within seven days after WDT has notified WDT of the amendments in writing.
1.4. If and insofar as the Agreement contains any provisions contrary to these general terms and conditions, the provisions of the Agreement will take precedence.
1.5. In the event of a conflict between the Dutch text of these general terms and conditions and translations thereof, the Dutch text will take precedence.
Article 2: Definitions
Services means the services offered by WDT, such as supervising and advising the Client in the area of modifications to vehicles, vehicle systems and/or parts thereof and the production and supply of any documentation that may be required in that context.
Documentation means all documentation offered, sold and supplied by WDT to the Client in the context of the Services, which includes in any event but is not limited to written advice, reports and certifications.
Delivery means making the Documentation available to the Client, as referred to in Article 7 of these general terms and conditions.
Client means any legal entity or natural person which/who has entered into an Agreement with WTD or intends to do so.
Agreement means the Written agreement for services between the Client and WDT which lays down the type of Services to be provided and the specific conditions and circumstances under which WDT is to perform its work for the Client.
Written/in Writing means in writing, by email, via the website of WDT or by any other electronic means agreed upon between the Client and WDT whereby messages are stored and can be made readable within a reasonable period of time.
WDT means the private limited liability company WDT-Services B.V.
Article 3. Formation and content of the Agreement
3.1. All offers and quotations provided by WDT are without obligation and subject to interim price changes, unless expressly stated otherwise. WDT is entitled to revoke its offers and quotations at any time, even after an offer or quotation has been accepted by the Client.
3.2. The Agreement between WDT and the Client is entered into in Writing. WDT confirms the order received from the Client by sending an order confirmation to the Client. The Client will return the order confirmation signed to WDT, thereby concluding the Agreement between WDT and the Client.
3.3. In order for additions or amendments to the Agreement to be valid, they must be agreed upon expressly and in Writing.
Article 4: Scope of the Services
4.1. In the context of its Services, WDT will only advise and supervise the Client and produce and deliver the necessary Documentation.
4.2. Unless otherwise agreed in writing, the Services explicitly do not include (i) the performance of the work recommended/advised in the Documentation or (ii) the delivery and/or installation of the parts specified/recommended in the Documentation.
4.3. The Client will have the work referred to in the second paragraph carried out by a third party at its own expense and risk. In that context, WDT is not a party and does not in any way guarantee the quality and soundness of the work that a third party (in accordance with the advice/recommendation of WDT) performs on behalf of the Client, nor the quality of the parts that the third party may install in/on the vehicle of the Client in that context.
Article 5: Advice and information provided
5.1. If the Client provides information to WDT, WDT may rely on the correctness and completeness thereof.
5.2. WDT guarantees the correctness and completeness of the Documentation that it produces and delivers to the Client.
5.3. The Client cannot derive any rights from advice and information of WDT that are not directly related to the Services.
Article 6. Prices
6.1. All prices offered and agreed upon are exclusive of VAT. Unless WDT and the Client have agreed otherwise, transport, shipping and/or postage costs, export and import duties, customs clearance costs, taxes, etc. are payable by the Client.
6.2. All prices are based on the Client collecting the Documentation at the office address of WDT at ‘t Goor 41 in (7071PC) Ulft. At the Client’s request, the Documentation may be supplied in a different manner. The costs associated with this different method of delivery will be borne by the Client.
6.3. In the event of changes in cost-determining factors occurring after the conclusion of the Agreement but before delivery of the Documentation, the Seller may increase the prices set before or at the time of the conclusion of the Agreement with due observance of the changed amounts.
Article 7: Delivery, delivery time and method of delivery
7.1. Unless agreed otherwise, the Delivery of the Documentation will take place by means of collection thereof by the Client at the office address of WDT at ‘t Goor 41 in (7071PC) Ulft.
7.2. The delivery time and/or performance period will not commence until all data to be provided by Client necessary for the performance of the Services has been received by WDT.
7.3. The delivery time and/or performance period is/are always a target term and never a deadline.
7.4. If the delivery time and/or performance period is/are exceeded, this will in no event entitle the Client to compensation or termination. The Client indemnifies WDT against any claims from third parties as a result of exceeding the delivery time or performance period.
7.5. WDT is entitled to perform its Services and/or work under these terms and conditions in parts.
Article 8: Force majeure
8.1. Any failure in the fulfilment of its obligations cannot be attributed to WDT if this failure is the result of force majeure.
8.2. Force majeure includes situations where third parties engaged by WDT such as suppliers, subcontractors and transporters, or other parties on which it depends, fail to meet their obligations or to do so on time, weather conditions, natural disasters, terrorism, cyber crime, disruption to digital infrastructure, fire, power failure, loss, theft or loss of tools, materials or information, road blocks, strikes or work stoppages and import or trade restrictions.
8.3. WDT is entitled to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the Client due to force majeure. The agreed delivery time will in that case be extended by the time needed by WDT to carry out the order after the force majeure situation has ceased to exist.
8.4 If, due to force majeure, the term of delivery is delayed by more than six months, both WDT and the Client will be authorised to partially terminate the Agreement for the non-performed part, without WDT and the Client mutually being liable for any compensation for whatever reason.
Article 9: Invoicing and payment
9.1. WDT is entitled to make out invoices after each partial delivery or partial performance of the agreed work.
9.2. The Client is obliged to pay the invoiced amount no later than 30 days after the invoice date, without any deduction, discount or setoff, unless otherwise agreed in writing. The Client is not entitled to invoke any suspension or set-off.
9.3. The full claim for payment is immediately due and payable without any demand or notice of default being required, if Client files for bankruptcy or is declared bankrupt, applies for or obtains a moratorium, or is dissolved.
9.4. As soon as the payment term has expired, the Client will be in default. The payment term is therefore a final deadline.
9.5. If the payment term is exceeded, the Client will owe the statutory commercial interest and extrajudicial collection costs from the day of the default, the latter amounting to at least 15% of the principal owed including VAT, subject to a minimum of €200.
Article 10. Complaints
10.1. The Client can no longer invoke a failure in the agreed performance if it does not file a written complaint with WDT in respect thereof within fourteen days of the date that they discovered or should reasonably have discovered the failure.
10.2. The Client must have filed any complaints about the invoice with WDT within the payment term of the invoice in question, under penalty of forfeiture of all rights.
Article 11: Guarantee and other claims
11.1. WDT guarantees the correctness and completeness of the Documentation that it produces and supplies to the Client in the context of its Services.
11.2. WDT guarantees that the Documentation is in line with current legislation and regulations and/or other relevant guidelines.
11.3. Guarantees on the work referred to in Article 4.3 are explicitly excluded by WDT.
Article 12: Liability
12.1. In the event of an imputable shortcoming, WDT will still be obliged to fulfil its contractual obligations, subject to Article 9 and Article 11.
12.2. WDT expressly excludes any liability for direct damage, indirect damage and/or consequential damage, however named and on whatever basis, caused by WDT, its subordinates, engaged auxiliary persons and/or its Documentation, unless the damage is the result of intent or deliberate recklessness.
12.3. Insofar as the exclusion of liability in Article 12.2 cannot be upheld, the compensation will be limited to once the invoiced amount (exclusive of VAT) for the Services from which the liability arises or at least in connection with which the liability arose. Any compensation for the damage will in any case be limited to the amount paid out under WDT’s liability insurance.
12.4. Upon request, the Client will indemnify WDT in full against all claims against WDT by third parties in respect of any facts for which liability is excluded under these terms and conditions.
Article 13: Intellectual property rights
13.1. WDT’s intellectual property rights to everything that WDT provides to the Client in the performance of the Agreement, including in any case drawings, illustrations, calculations, designs, processes and models, will remain vested in WDT.
13.2. If the performance of the Agreement between WDT and Client entails the creation of any intellectual property rights, the intellectual property rights, including copyright, will be vested in WDT. Insofar as the intellectual property rights are vested in the Client by law, the Client will transfer those intellectual property rights to WDT in advance, and if necessary, the Client will cooperate in this transfer and furthermore grant advance authorisation through which WDT can do all that is necessary to ensure that the intellectual property rights are vested in WDT. To the extent permitted by law, the Client waives any personality rights that remain vested in the Client or the Client undertakes not to exercise those personality rights in the course of trade.
13.3. As soon as the Client is aware that third parties are infringing WDT’s intellectual property rights, the Client must notify WDT immediately.
Article 14. Privacy
14.1. If WDT or the Client obtains personal data provided by the other during the performance of the Agreement and they process this personal data, they will process the personal data in a proper and careful manner and will comply with the legal regulations that follow from the General Data Protection Regulation.
14.2. If WDT or the Client is regarded as a processor within the meaning of the General Data Protection Regulation, WDT and the Client will conclude a written data processing agreement that complies with the provisions of the General Data Protection Regulation.
14.3. WDT and the Client will inform each other within five (5) working days of any request and/or complaint from the supervisory authority or the data subject with regard to the personal data processed in the performance of the Agreement. WDT and the Client will provide each other with the cooperation required to comply with the requests of the data subjects or the supervisory authority.
14.4. The Client indemnifies WDT against the administrative sanctions, recovery sanctions and punitive sanctions imposed on WDT in the context of processing operations carried out by WDT in the performance of the Agreement.
Article 15: Obligations of the Client
15.1. If the Client is a professional party that, on the basis of the Documentation provided to it by WDT, makes modifications to the vehicle of a third party, the Client is obliged to register that third party’s data properly in an updated file.
15.2. The updated file referred to in the first paragraph will in any case contain the following data:
15.3. The Client will make the updated file referred to in this article available to WDT at WDT’s request.
15.4. In the event of a recall, the Client will provide WDT with all the cooperation in order to ensure that the third parties referred to in this article are informed accordingly.
Article 16: Confidentiality
16.1. Under this Agreement, the Client will in no way disclose to third parties any information that it obtains in connection with concluding or performing this Agreement and that it knows or may reasonably assume is confidential. The duty of confidentiality does not apply to the extent that disclosure is necessary for the performance of this Agreement, or if the Client is obliged to disclose information under any statutory regulation.
16.2. If the Client is a professional party, it will also impose this duty of confidentiality on its staff or stipulate it vis-à-vis third parties.
Article 17: Expiry of rights
17.1. Insofar as not provided otherwise in these general terms and conditions, all rights of claim of the Client against WDT will in any event expire one year after the day on which the right of claim arose, unless the claim is brought before the competent court within this period.
Article 18: Miscellaneous provisions
18.1. If any provision of these general terms and conditions is null and void or nullifiable, this does not mean that these general terms and conditions are null and void or nullifiable in their entirety. If any provision of these general terms and conditions is null and void or nullifiable (and is subsequently nullified), WTD will replaced it with a valid provision that most closely approximates the purport of the provision that is null and void or has been nullified.
18.2. The Client is not permitted to transfer any claims against WDT, for whatever reason, to a third party. This clause has effect under property law within the meaning of Section 3:83(2) of the Dutch Civil Code.
Article 19: Applicable law and competent court
19.1. All legal relationships between the WDT and the Client are solely governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
19.2. Any disputes that may arise as a result of relationships between WDT and the Client that are governed by these general terms and conditions will solely be brought before the competent District Court of Gelderland, location Zutphen.