Sales & Delivery Conditions

Article 1 – Definitions

In these Sales & Delivery Conditions, the following definitions shall apply:

HZIndustrial means

HZIndustrial B.V., registered with the Dutch Chamber of Commerce under registration number 17081705.

Customer means

every natural person or legal entity purchasing products or services from HZIndustrial.

Agreement means

every quotation, order confirmation, purchase agreement or other contract concluded between HZIndustrial and the Customer.

Products means

all goods, components, spare parts, consumables and related items supplied by HZIndustrial.

Services means

installation, maintenance, repair, inspection, technical support, consultancy and all other services performed by HZIndustrial.

Article 2 – Applicability

1. These Sales & Delivery Conditions apply to all quotations, offers, agreements, deliveries and services provided by HZIndustrial.
2. Deviations from these Conditions shall only be valid if expressly agreed in writing by HZIndustrial.
3. Any purchasing conditions or general terms of the Customer are expressly rejected unless accepted in writing by HZIndustrial.
4. If any provision of these Conditions is held to be invalid or unenforceable, the remaining provisions shall remain fully effective.

Article 3 – Quotations and Offers

1. All quotations, catalogues, brochures, price lists, websites and promotional material issued by HZIndustrial are non-binding unless explicitly stated otherwise.
2. Technical specifications, drawings, photographs, dimensions, capacities, colours and weights are provided for information purposes only and may differ slightly from the delivered Products.
3. Such differences shall not entitle the Customer to cancel the Agreement, reject Products or claim damages.
4. Quotations remain valid for thirty (30) days unless otherwise stated.
5. Prices may change without prior notice before an Agreement has been concluded.

Article 4 – Formation of Agreements

1. An Agreement becomes binding only after written confirmation by HZIndustrial or once HZIndustrial has commenced execution of the order.
2. An automatically generated order confirmation does not constitute acceptance unless explicitly confirmed.
3. Verbal agreements, promises or commitments made by employees, agents or distributors shall only bind HZIndustrial after written confirmation.
4. Any amendments requested after acceptance may result in revised pricing, delivery times or specifications.

Article 5 – Prices

1. All prices are exclusive of VAT, import duties, transport costs and any other applicable taxes unless expressly stated otherwise.
   • raw material costs;
   • exchange rate fluctuations;
   • freight costs;
   • labour costs;
   • government measures;
   • import duties;
   • supplier price increases.
2. Prices are based on cost levels applicable on the quotation date.
3. HZIndustrial reserves the right to adjust agreed prices if, after conclusion of the Agreement but before delivery, cost increases occur due to circumstances including but not limited to:
4. HZIndustrial shall notify the Customer of significant price adjustments as soon as reasonably possible.

Article 6 – Payment

1. Unless agreed otherwise in writing, invoices are payable within thirty (30) days from the invoice date.
2. Payments shall be made without deduction, suspension or set-off.
3. HZIndustrial may require full or partial prepayment before commencing production or shipment.
4. If payment is not received on time, the Customer shall automatically be in default without further notice.
5. From the due date onwards, statutory commercial interest under Dutch law shall become payable together with all reasonable judicial and extrajudicial collection costs.
6. HZIndustrial may suspend deliveries while invoices remain outstanding.

Article 7 – Delivery

1. Unless agreed otherwise, delivery shall be Ex Works (Incoterms® 2020).
   • terminate the Agreement;
   • refuse delivery;
   • suspend payment;
   • claim damages.
2. Delivery dates are estimates only and shall never constitute strict deadlines unless expressly agreed in writing.
3. Delays shall not entitle the Customer to:
4. Partial deliveries are permitted.
5. HZIndustrial may choose appropriate carriers and shipment methods unless otherwise agreed.
6. Risk of loss or damage transfers to the Customer upon delivery in accordance with the agreed Incoterms.

Article 8 – Inspection and Acceptance

1. The Customer shall inspect all Products immediately upon delivery.
2. Visible defects or shortages must be reported in writing within forty-eight (48) hours after delivery.
3. Hidden defects must be reported within fourteen (14) days after discovery.
4. Failure to report within these periods shall constitute unconditional acceptance of the Products.
5. Minor deviations shall not constitute grounds for rejection.

Article 9 – Retention of Title

1. All Products supplied by HZIndustrial shall remain the exclusive property of HZIndustrial until the Customer has fulfilled all payment obligations arising from any Agreement, including payment of the purchase price, interest, costs and any other amounts due.
   • store the Products separately and clearly identifiable as property of HZIndustrial;
   • properly insure the Products against loss, theft and damage;
   • not pledge, mortgage or otherwise encumber the Products;
   • not transfer ownership or grant security rights to third parties.
2. Until ownership has transferred, the Customer shall:
3. The Customer may resell the Products only within the normal course of its business.
4. Upon first request, the Customer shall provide all information necessary to enable HZIndustrial to exercise its rights under this Article.
5. If the Customer fails to fulfil its obligations, HZIndustrial shall be entitled to repossess the Products without prior judicial intervention. The Customer hereby grants HZIndustrial permission to enter its premises for this purpose where permitted by law.

Article 10 – Warranty

1. HZIndustrial warrants that the Products conform to the agreed specifications at the time of delivery.
   • normal wear and tear;
   • improper installation;
   • misuse;
   • negligence;
   • improper storage;
   • unauthorized repairs;
   • incorrect maintenance;
   • modifications performed without written approval;
   • external causes beyond HZIndustrial’s control.
2. Unless otherwise agreed in writing, the warranty period shall be six (6) months from the date of delivery.
   • repair the Product;
   • replace the Product;
   • refund the purchase price.
3. The warranty covers manufacturing defects only.
4. The warranty does not apply to defects resulting from:
5. If a valid warranty claim is accepted, HZIndustrial shall, at its sole discretion:
6. Warranty claims do not entitle the Customer to suspend payment obligations.
7. Except where mandatory law provides otherwise, these remedies are the Customer’s exclusive remedies.

Article 11 – Returns

1. Products may only be returned after prior written approval from HZIndustrial.
   • be unused;
   • be complete;
   • be in their original packaging where reasonably possible;
   • be accompanied by the original invoice and delivery note.
2. Returned Products must:
3. HZIndustrial reserves the right to refuse returned Products that do not meet these conditions.
4. Unless the return results from an error by HZIndustrial, approved returns may be subject to a handling charge of up to fifteen percent (15%) of the invoice value.
5. Special-order Products, custom-made Products and non-stock Products cannot be returned unless otherwise agreed in writing.
6. Transport costs relating to returns shall be borne by the Customer unless otherwise agreed.

Article 12 – Liability

1. HZIndustrial shall only be liable for direct damages resulting from gross negligence or wilful misconduct.
   • loss of profit;
   • loss of production;
   • business interruption;
   • loss of goodwill;
   • loss of contracts;
   • loss of data;
   • loss of anticipated savings.
2. To the maximum extent permitted by applicable law, HZIndustrial shall not be liable for indirect or consequential damages, including but not limited to:
3. HZIndustrial’s total liability under any Agreement shall never exceed the invoice value of the Products or Services giving rise to the claim.
4. Any claim against HZIndustrial shall expire twelve (12) months after the event giving rise to the claim.
5. The Customer shall indemnify HZIndustrial against claims by third parties arising from the Customer’s use, resale or modification of the Products.

Article 13 – Force Majeure

1. HZIndustrial shall not be liable for any delay or failure to perform its obligations resulting from circumstances beyond its reasonable control.
   • natural disasters;
   • flood;
   • fire;
   • war;
   • terrorism;
   • cyber-attacks;
   • pandemics;
   • epidemics;
   • strikes;
   • labour shortages;
   • transport disruptions;
   • supplier failures;
   • shortages of raw materials;
   • government restrictions;
   • import or export restrictions;
   • energy shortages;
   • internet or telecommunications failures.
2. Force majeure includes, but is not limited to:
3. During a force majeure event, HZIndustrial may suspend its obligations for the duration of the event.
4. If the force majeure situation continues for more than ninety (90) consecutive days, either party may terminate the Agreement without liability.

Article 14 – Intellectual Property

1. All intellectual property rights relating to Products, documentation, manuals, software, drawings, specifications, calculations and technical information remain the exclusive property of HZIndustrial or its licensors.
2. Nothing in these Conditions transfers any intellectual property rights to the Customer.
3. The Customer shall not copy, modify, reverse engineer or distribute documentation or software without prior written consent.

Article 15 – Confidentiality

1. Both parties shall treat all confidential information received from the other party as strictly confidential.
2. Confidential information shall only be used for the performance of the Agreement.
3. This obligation shall survive termination of the Agreement for a period of five (5) years.

Article 16 – Export Compliance

1. The Customer shall comply with all applicable export control laws, trade sanctions and customs regulations of the Netherlands, the European Union and any other applicable jurisdiction.
2. Products supplied by HZIndustrial may not be exported, re-exported or transferred in violation of applicable export control legislation.
3. If an export licence or governmental approval is required, delivery may be suspended until such approval has been obtained.
4. The Customer shall indemnify HZIndustrial against any claims, penalties or damages arising from violations of export control legislation by the Customer.

Article 17 – Privacy and Data Protection

1. HZIndustrial processes personal data in accordance with applicable privacy legislation, including the General Data Protection Regulation (GDPR).
   • processing quotations and orders;
   • customer administration;
   • invoicing and payments;
   • warranty handling;
   • customer support;
   • compliance with legal obligations.
2. Personal data shall only be processed for purposes including:
3. Additional information regarding the processing of personal data is available in HZIndustrial’s Privacy Policy.

Article 18 – Suspension and Termination

1. HZIndustrial may suspend performance of the Agreement immediately if the Customer:
   • fails to fulfil any payment obligation;
   • materially breaches the Agreement;
   • becomes insolvent;
   • applies for suspension of payments;
   • is declared bankrupt;
   • ceases its business activities;
   • undergoes liquidation or dissolution.
2. Suspension shall not affect HZIndustrial’s right to payment for Products already delivered or Services already performed.
3. HZIndustrial may terminate the Agreement immediately if the breach is not remedied within a reasonable period after written notice, unless immediate termination is justified by the nature of the breach.
4. Termination shall not affect rights and obligations that by their nature are intended to survive termination, including payment obligations, confidentiality, intellectual property rights and limitation of liability.

Article 19 – Compliance

1. The Customer shall comply with all applicable laws and regulations relating to the purchase, storage, transport and use of the Products.
2. The Customer shall ensure that the Products are used only for their intended purpose and in accordance with all applicable safety instructions.
3. HZIndustrial reserves the right to refuse or cancel orders if compliance with applicable laws or regulations cannot reasonably be ensured.

Article 20 – Governing Law and Jurisdiction

1. All quotations, Agreements and these Sales & Delivery Conditions shall be governed exclusively by the laws of the Netherlands.
2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
3. Any dispute arising out of or relating to these Conditions or any Agreement shall be submitted exclusively to the competent court of Oost-Brabant, the Netherlands, unless mandatory law requires otherwise.

Article 21 – Entire Agreement

1. These Sales & Delivery Conditions, together with any written quotation, order confirmation or Agreement, constitute the entire agreement between HZIndustrial and the Customer concerning the subject matter thereof.
2. Any prior oral or written agreements, understandings or representations relating to the same subject matter shall be superseded by these Conditions.
3. No amendment to these Conditions shall be valid unless agreed in writing by HZIndustrial.

Article 22 – Severability

1. If any provision of these Sales & Delivery Conditions is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
2. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.