General Terms and Conditions of Protrafo B.V.

Besloten vennootschap Protrafo B.V. (hereinafter Protrafo) is registered with the Chamber of Commerce under number 87601680 and is located at Marco Polostraat 1 in Emmen.

Article 1 – Definitions

1. In these general terms and conditions the following terms are used in the following sense unless expressly stated otherwise.
2. Offer: Any written offer or quotation to Client for the delivery of Goods and/or the Performance of Works by Protrafo.
3. Services: The realization of a material work, and/or the performance of services, whether or not accompanied by the Delivery of goods, including consultancy, design, supervisory work, installation, assembly, manufacture, renovation, repair, inspection, measurement, analysis, commissioning, testing and maintenance work.
4. Client: any natural or legal person who enters into an Agreement (at a distance) with Protrafo.
5. Delivery of Goods: delivery of Goods by Protrafo.
6. Agreement: the Agreement where Protrafo undertakes to deliver Goods or services, or to Perform works, with which these general conditions form an indissoluble whole.
7. Protrafo: Protrafo B.V. in Emmen, NL.
8. Goods: the tangible movable items delivered by Protrafo (whether or not as part of the Performance of Works), as expressly included in the Agreement.

Article 2 – Applicability

1. These general conditions apply to any Offer by Protrafo, any Agreement with the Client, and to verbal offers.
2. Deviation is only possible with written agreement; Client’s conditions do not apply.
3. These conditions also apply to additional/amended Agreements and future Offers/Agreements.
4. If any provision is void or annulled, the remaining provisions remain in force and the void provision is replaced by one with similar purport.
5. References to he/him/his are also to be read as she/her/her, where applicable.

Article 3 – The Offer

1. All offers made by Protrafo are non-binding, unless expressly stated otherwise in writing.
2. Protrafo shall only be bound by an Offer if its acceptance is confirmed in writing by the Client within 14 days.
3. The Offer contains a description of the Goods and Services offered. Mistakes do not bind Protrafo.
4. If the Offer is based on incorrect or incomplete data from the Client, Protrafo may adjust the Offer accordingly.
5. Preparation costs may be charged if the Client was informed beforehand.
6. Offers do not apply automatically to reorders.
7. Delivery times and deadlines are indicative and not binding unless explicitly agreed otherwise.
8. A composite quotation does not obligate Protrafo to partial delivery for a proportionate price.
9. Delivery is according to INCOTERMS 2020 FCA-A or ex warehouse unless otherwise agreed.
10. Digital offers (email etc.) have the same legal validity as written ones if verifiable.
11. Protrafo is not liable for errors in electronic communication unless grossly negligent or intentional.

Article 4 – Establishment of the Agreement

1. The Agreement is concluded when the Client accepts the Offer in writing or explicitly by email.
2. Verbal acceptances are confirmed by Protrafo via email.
3. An Offer is valid only if made in writing; it lapses if the Goods/Services become unavailable.
4. If multiple Clients sign, they are jointly and severally liable.
5. Orders and acceptances are irrevocable.
6. In case of ambiguity, Protrafo’s written documents prevail.

Article 5 – Additional and Less Work

1. Changes or additions requested by Client must be paid according to agreed rates. Protrafo may request a separate agreement.
2. For fixed price agreements, Protrafo informs Client of additional costs beforehand.
3. Incorrect information from Client may result in additional charges after consultation.

Article 6 – Obligations of the Customer

1. Client must timely provide all requested and relevant data for correct performance.
2. Protrafo is not obligated to verify the accuracy/completeness of Client’s info.
3. If data is delayed or missing, Protrafo may suspend performance without liability.

Article 7 – (Up)Delivery

1. If delivery is delayed due to Client, Protrafo may extend delivery time.
2. Delivery dates are not deadlines. Client must first give written notice of default.
3. Risk transfers to Client at delivery. Acceptance implies good condition unless noted otherwise.
4. Delivery costs may be charged unless otherwise agreed.
5. In phased delivery, work is paused until approval. Silence = tacit approval after 14 days.
6. Working days exclude holidays and weekends.
7. Failure to inspect or use = tacit acceptance. Minor defects are not grounds for refusal.
8. After delivery, risk remains with Client even in case of destruction or deterioration.
9. Protrafo is not liable for defects detectable at delivery unless intentionally concealed.
10. Partial deliveries may be invoiced separately.
11. Visible defects must be reported within 48 hours, else deemed in good condition.
12. Protrafo is not liable for defects due to incorrect use or installation by Client/third parties.

Article 8 – Warranties

1. Only valid if agreed in writing; scope never exceeds what’s agreed.
2. Warranty is valid only if Client fulfilled payment obligations.
3. If valid claim, Protrafo must repair/replace. Other damage follows liability rules.
4. Warranty lapses after expiry or if Client modifies/misuses Goods.
5. Warranty exclusions include:
   • Improper use or installation
   • Use of unapproved parts
   • Normal wear/aging
   • Force majeure (e.g., sabotage, power outage)

Article 9 – Retention of Title

1. Goods remain Protrafo’s property until full payment.
2. Goods may be retained until payment is complete, then delivered within 20 working days.
3. Costs/damages due to retention are Client’s responsibility.

Article 10 – Prices and Payments

1. All prices exclude VAT. Travel/other costs may apply if on-site work is done.
2. Indicative prices may be adjusted during the agreement.
3. Price increases due to third-party cost changes or regulations may be passed on.
4. Down payment must be paid before work starts.
5. Protrafo may adjust prices for long-term agreements (3+ months) with notice. Client may dissolve within 30 days.
6. Payment deadline is 30 days.
7. Payments must be made in full without suspension/setoff.

Article 11 – Collection Policy

1. From the default date, statutory interest applies without notice.
2. Additional reasonable collection costs are reimbursable.
3. If Client’s creditworthiness is in doubt, Protrafo may terminate the agreement.

Article 12 – Force Majeure

1. Protrafo not liable for non-performance due to force majeure.
2. Examples include supplier failures, government actions, natural disasters, cybercrime, strikes, etc.
3. After 2 months, either party may terminate with proportional settlement.

Article 13 – Limitation of Liability

1. Liability limited to invoice value or one year of fees, excluding materials and VAT.
2. For Goods: limited to the value of the Goods.
3. Exceptions only for intent or gross recklessness.
4. Max. liability capped at insurance payout.
5. No liability for indirect/consequential damages, lost profits, etc.
6. No liability for size/material errors unless explicitly measured.
7. No liability for website info inaccuracies.
8. Email delivery not guaranteed.
9. Claims must be reported within 2 months. Liability expires after 2 years.
10. Advice based on Client data not a liability basis.
11. Advice is non-binding. Client bears risk of following it.

Article 14 – Secrecy

1. Both parties must keep confidential info secret unless required by law.
2. If required by court/law, Protrafo not liable for disclosure.
3. Confidentiality extends to third parties involved.

Article 15 – Intellectual Property Rights

1. All IP and copyrights belong to Protrafo unless otherwise agreed.
2. Client only receives explicitly agreed usage rights.
3. Protrafo may use photos of deliverables for promotional purposes.

Article 16 – Drawings and Documents

1. Catalogs, diagrams, weights, etc., are only binding if explicitly agreed.
2. Construction/manufacturing drawings only provided if agreed in writing.
3. Documents are Protrafo’s property and cannot be shared without permission.
4. Study/spec documents are exclusive to Protrafo and must be used for the Agreement only.
5. Client must read and comply with all technical manuals and instructions.

Article 17 – Complaints

1. Complaints must be reported within 1 month of the cause.
2. Complaints must be substantiated.
3. Both parties will attempt to resolve complaints jointly.

Article 18 – Directive 2012/19/EU

1. Client is responsible for treatment of business electrical waste. Protrafo has no return facility obligation.
2. Client must impose similar obligations on customers and indemnify Protrafo.

Article 19 – Applicable Law

1. Dutch law applies. CISG excluded.
2. Protrafo may unilaterally update these terms; latest version is on the website.
3. Disputes go to the District Court of The Hague unless otherwise legally mandated.
4. If there’s a conflict between Dutch and English versions, Dutch version prevails.