Terms & Conditions

General
1. These terms apply to every offer, quotation, and agreement between Glider-Equipment B.V. ("User") and a Counterparty to which User has declared these terms applicable, unless expressly agreed otherwise in writing.
2. They also apply to agreements involving third parties in execution.
3. They do not apply to agreements where the Counterparty acts as a reseller.
4. These terms are also written for the employees and management of User.
5. Any purchase or other conditions of the Counterparty are explicitly rejected.
6. If one or more provisions are wholly or partially void, the remaining provisions remain fully applicable. Parties will replace void provisions in consultation, maintaining original intent.
7. In case of ambiguity, interpretation should follow the spirit of the provisions.
8. Situations not covered are assessed according to the spirit of these terms.
9. Non-strict enforcement by User does not waive the right to insist on strict compliance in other cases.
Offers and Quotations
1. All offers are non-binding unless a specific acceptance period is stated. Offers expire if the product becomes unavailable.
2. User is not bound if a reasonable person would recognize an obvious mistake.
3. Prices include VAT, government levies, and possible costs (travel, accommodation, shipping, administration), unless stated otherwise.
4. Acceptance deviating from the offer does not bind User.
5. Composite offers do not oblige User to partial performance at a proportional price. Offers do not automatically apply to future orders.
Contract Duration; Delivery, Execution, Changes, Price Increase
1. Agreements are indefinite unless otherwise agreed.
2. Delivery times are never fatal deadlines; User must be given written notice of default and a reasonable time to perform.
3. User may employ third parties.
4. User may execute the agreement in phases and invoice separately.
5. Execution of subsequent phases may be suspended until previous phase is approved.
6. Execution starts only after the Counterparty provides complete data.
7. Changes necessary for proper execution may adjust contract scope, price, or timeline.
8. Execution of modified agreements requires consent from authorized User personnel and Counterparty approval.
9. User may refuse changes with qualitative or quantitative consequences.
10. Counterparty default makes them liable for all direct and indirect damage to User.
11. User may increase prices under certain circumstances (e.g., changes, legal obligations, unforeseen reasons).
Suspension, Termination, Early Cancellation
1. User may suspend or terminate if the Counterparty fails obligations, provides insufficient security, or circumstances make performance impossible.
2. Counterparty is liable for direct and indirect damage caused by their breach.
3. Claims by User become immediately due upon termination.
4. Suspension or termination by User does not constitute default.
5. Early termination by User: transfer of ongoing work to third parties, Counterparty bears reasonable costs.
6. Liquidation, bankruptcy, or attachment allows User to immediately terminate; claims become immediately due.
7. Counterparty cancellations: ordered or prepared items, plus related costs, are fully charged.
8. Legal right of return applies: read more.
Force Majeure
1. User is not obliged to fulfill obligations if hindered by circumstances beyond their control.
2. Force majeure includes external causes, even if occurring after obligation arose.
3. Obligations may be suspended; if longer than 2 months, either party may terminate without damages.
4. Partially fulfilled agreements may be invoiced separately.
Payment and Collection Costs
1. Payment within 14 days after invoice, unless agreed otherwise.
2. Default interest: 1% per month (or statutory interest for consumers).
3. Payments allocated first to costs, then interest, then principal.
4. Counterparty may not specify alternative allocation if partial payment affects costs.
5. Objections to invoices do not suspend payment.
6. Reasonable collection costs, including legal costs, are borne by Counterparty.
Retention of Title
1. All delivered goods remain User property until full fulfillment.
2. Goods under retention of title may not be resold or used as payment.
3. Counterparty must safeguard User’s ownership rights.
4. Third-party claims must be reported immediately.
5. Goods must be insured against fire, explosion, water damage, theft; insurance documents available on request.
6. Counterparty permits User and authorized third parties to reclaim goods if needed.
Guarantees, Inspection, and Complaints
1. Delivered goods meet normal standards for use in the Netherlands; for foreign use, Counterparty verifies suitability.
2. Warranty period: 2 years, unless otherwise agreed or provided by manufacturer.
3. Warranty void if improper use, storage, or modification occurs.
4. Counterparty must inspect immediately and report defects within 2 months.
5. Complaints do not suspend payment obligations.
6. Late complaints: no right to repair/replacement unless circumstances justify.
7. If defect confirmed and timely reported, User will repair or replace reasonably.
8. Unfounded complaints: costs borne by Counterparty.
9. Legal right of return: read more.
Liability
1. Liability limited to provisions in this article.
2. User not liable for reliance on incorrect Counterparty data.
3. Only direct damage covered.
4. Direct damage includes reasonable costs to determine cause, repair defective performance, and prevent/limit damage.
5. No liability for indirect or consequential damage, lost profit, missed savings.
6. Maximum liability: three times invoice value or portion related to liability.
7. Limited to insurance payout.
8. Exclusions do not apply in cases of intent or gross negligence.
Statute of Limitations
1. Limitation: 1 year for all claims against User and involved third parties.
2. Non-conformity claims: 2 years after notice to User.
Transfer of Risk
1. Risk passes to Counterparty when goods are placed under their control.
Indemnification
1. Counterparty indemnifies User against third-party claims related to execution of the agreement not caused by User.
2. Counterparty must assist User in defending claims and cover costs.
Intellectual Property
1. User retains rights under copyright and other IP law; knowledge gained may be used if no confidential information is disclosed.
Applicable Law and Disputes
1. Dutch law applies; CISG excluded.
2. Parties must attempt amicable settlement before court.
Location and Changes of Terms
1. Terms filed at Breda Chamber of Commerce.
2. Latest filed version applies.
3. Dutch text prevails in case of interpretation.