General sales conditions

1. Definitions

1. For the purposes of these General Terms and Conditions the following terms will have the following meaning, unless expressly stated otherwise:

Contractor: the user of these General Terms and Conditions, namely Thomas Regout International B.V>, with its registered office in Maastricht, the Netherlands, where it has its business address at Industrieweg 40;
Client: the Contractor's other party, acting in the course of a profession or business;
Contract: the Agreement between the Contractor and Client;
Party/Parties: the Contractor and the Client separately or collectively.

2. General

1. The provisions of these General Terms and Conditions shall apply to any offer and any agreement between the Contractor and a Client, insofar as the Parties do not expressly deviate from these Terms and Conditions in writing.
2. The present Terms and Conditions shall also apply to all agreements with the Contractor the execution of which requires calling in third parties.
3. Any deviations to these General Terms Conditions shall only be valid if expressly agreed in writing.
4. The Client's general terms and conditions shall only apply if it is expressly agreed in writing that these shall apply to the Agreement to the exclusion of the present General Terms and Conditions. Any remaining conflicting provisions in the general terms and conditions of the Contractor and Client shall only be applicable then between the Parties if and insofar as they are part of the Contractor's terms and conditions.
5. If any provision of these General Terms and Conditions is null or nullified, the remaining provisions of these General Terms and Conditions shall apply fully. The Contractor and Client shall then confer in order to agree on a new provision to replace the provision that is null or has been nullified, observing the purpose and the purport of the original provision as much as possible.

3. Offers

1. Any offer made by the Contractor shall be without any commitment; it shall be valid for a period of 30 days, unless stated otherwise. The Contractor shall only be bound by the offer if its acceptance is confirmed by the Client in writing within 30 days.
2. The delivery conditions included in the Contractor's offer shall always be provisional and indicative, and if they are exceeded this shall not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.
3. The prices included in the Contractor's offer shall always be excluding VAT, government levies, transport costs and possible packaging and handling costs, unless expressly agreed otherwise.
4. If the acceptance on the part of the Client deviates from the offer made by the Contractor, whether or not on points of minor importance, the Contractor shall not be bound thereby. In such case, the Agreement shall not come into existence in accordance with such deviating
acceptance, unless the Contractor states otherwise.
5. A compound offer shall not oblige the Contractor to carry out a part of the order at a corresponding portion of the price of the offer. 
6. Offers shall not be automatically applicable to repeat orders.
7. Any offer is based on the performance of the Agreement by the Contractor under normal circumstances and during normal working hours.

4. Agreement

1. An Agreement comes into existence between Parties at the moment a written contract is signed by the Contractor and the Client, or on the day on which the Contractor receives the Client's written order confirmation (as referred to above in Clause 3.1).
2. Any oral promises by and/or arrangements with employees of the Contractor shall not bind the Contractor until and insofar as they are confirmed by the Contractor in writing.

5. Prices

1. Any agreements and any orders included therein shall be concluded on the basis of a fixed price.
2. The Contractor may charge the Client price increases, if he can demonstrate that significant price changes have occurred with regard to for instance exchange rates, wages, raw materials, semifinished products or packaging material, which could not be foreseen between the moment an offer was made and the time the Agreement was executed.
3. Prices quoted by the Contractor are excluding turnover tax and any other government levies, as well as any costs to be incurred under the Agreement, such as transport costs and possible handling expenses which are based on deliveries in accordance with Incoterms , applicable on the offer date, except where and insofar as otherwise provided in these General Terms and Conditions.

6. Extra work

1. Extra work shall be considered everything which by mutual agreement with the Client, whether or not laid down in writing, is delivered and/or fitted by the Contractor during the performance of the Agreement in excess of the quantities expressly laid down in the Agreement or the order confirmation or all work carried out by the Contractor in excess of the work expressly laid down in the Agreement or the order confirmation.
2. The Contractor may charge the Client separately for extra work performed by the Contractor as soon as the Contractor knows the amount to be charged in respect thereof. The provisions of Clause 5 above shall apply mutatis mutandis to the calculation of the additional price.

7. Drawings, descriptions, calculations, models, etc.

1. All data stated in catalogues, illustrations, drawings, documents, tables of sizes and weights, etc. are stated by way of indication and shall only be binding if and insofar as these are expressly included in an Agreement signed by the Parties or in an order confirmation signed by the Contractor.
2. If the Client is shown or provided with a sample or a model, such items are assumed to constitute an indication, unless the Parties expressly agree in writing that the items to be delivered shall correspond to the sample or model.
3. The offer made by the Contractor, as well as any drawings, calculations, descriptions, models, tools, etc., manufactured or provided by him in connection with the offer continue to be his property, irrespective of whether or not costs were charged for them. The information contained in all the above or underlying the manufacturing and construction methods, products, etc., is exclusively reserved for the Contractor, even if costs were charged in respect thereof.
4. The Client guarantees that the information referred to above shall be treated confidentially, save in performance of the Agreement, and shall therefore not be copied, shown or disclosed to third parties or used other than with the Contractor's written consent. 

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