Algemene Voorwaarden

Clause 1: Definitions

• Supplier: Pro Gear Tools, supplier of professional hand and power tools.

• Buyer: The party that purchases goods from the supplier in the course of a profession or business. This applies exclusively to business customers (B2B), not to consumers.

• Agreement: The agreement between supplier and buyer that concerns a non-consumer, including the delivery of goods and any services provided.

Clause 2: Applicability

2.1. These terms and conditions apply to all relationships between the supplier and the buyer, including offers, quotations, and agreements to which the supplier declares these terms and conditions applicable, unless otherwise agreed in writing.

2.2. These terms and conditions also apply if third parties are involved in the performance of the agreement.

2.3. Deviations from these terms and conditions are only valid if agreed upon in writing. Promotional offers and products sold at reduced prices due to damage are excluded.

2.4. Any purchasing conditions or other terms and conditions of the buyer are expressly rejected.

2.5. If any provision is invalid or voidable, the remaining provisions will remain in full force and effect. The parties will consult with each other to agree on a replacement provision with the same intent.

Clause 3: Offers and conclusion of the agreement

3.1. Offers from the supplier are non-binding, unless an acceptance period is explicitly stated.

3.2. All prices exclude VAT and other charges, as well as any shipping or administration costs, unless otherwise agreed.

3.3. The offer is based on information provided by the buyer, which the supplier assumes is correct and complete. The buyer guarantees its accuracy.

3.4. A binding agreement is formed by:
a) oral or written acceptance of the offer by the buyer;
b) signing of the delivery note by the buyer upon delivery;
c) signed order confirmation from the supplier.

Clause 4: Execution of the agreement

4.1. The buyer shall ensure that all necessary data is provided to the supplier correctly and in a timely manner.

Clause 5: Delivery

5.1. Delivery takes place from the supplier’s warehouse or van.

5.2. The buyer is obliged to accept the goods at the time of delivery.

5.3. In the event of refusal or failure to provide necessary information, the supplier may store the goods at the buyer’s expense and risk.

5.4. Transportation costs:

• Orders < €1,500 excluding VAT: buyer pays transport.

• Orders ≥ €1,500 excluding VAT: the supplier pays transport, except for exceptionally large shipments or international deliveries, in which case the costs are for the buyer.

5.5. The risk of the goods passes at the moment of actual or legal delivery to the buyer or his designated third party.

Clause 6: Price and costs

6.1. Prices are exclusive of VAT and other costs.

6.2. The Supplier may increase prices in the event of changes or additions to the agreement.

6.3. Price increases due to higher labor costs or other costs can also be passed on.

Clause 7: Payment

7.1. Payment must be made immediately after the invoice date, without deduction or offset. Any objections do not suspend the payment obligation.

7.2. In the event of non-payment, the buyer is automatically in default and owes statutory commercial interest from the due date.

7.3. In the event of bankruptcy, seizure or suspension of payments, all claims are immediately due and payable.

7.4. Payments are first offset against costs, then interest, and finally against the principal amount. The Supplier may refuse any other allocation.

7.5. In the event of late payment, the supplier may suspend further deliveries or deliver only cash on delivery.

Clause 8: Retention of title

8.1. All delivered goods remain the property of the supplier until all obligations have been fully met by the buyer.

8.2. The buyer may not pledge or encumber these goods.

8.3. In the event of seizure by third parties, the buyer must immediately inform the supplier.

8.4. The buyer shall insure the goods against damage and theft and shall present the policy upon request.

8.5. Goods may only be resold in the normal course of business and not as a means of payment. Reselling is also subject to retention of title.

8.6. The Supplier has the right to retrieve goods if this is necessary for the exercise of ownership rights.

Clause 9: Collection costs

9.1. Reasonable judicial and extrajudicial costs in the event of late payment shall be borne by the buyer.

9.2. Statutory interest is due on these costs.

Clause 10: Research and complaints

10.1. Defects must be reported in writing within 7 days, with a detailed description.

10.2. In the event of a justified complaint, the supplier may adjust the invoice amount, re-deliver the product, or refund part of the amount.

10.3. Complaints after the term expire, as do all rights thereto.

Clause 11: Expiration Period

11.1. Claims for non-compliance must be filed within one year of written notice, otherwise the rights will be forfeited.

Clause 12: Suspension and termination

12.1. The Supplier may suspend performance or terminate the agreement in the event of non-compliance, bankruptcy, suspension of payments, seizure, or termination of the business, without being liable for damages.

Clause 13: Liability

13.1. Liability is limited to the invoice amount excluding VAT, with a maximum of €500 if no insurance provides coverage, except in cases of intent or gross negligence.

13.2. The Supplier is not liable for damages resulting from incorrect information provided by the buyer or by third parties engaged by the buyer, unless there is intent or gross negligence.

13.3. The buyer must limit damages as much as possible.

13.4. The Supplier is not liable for indirect damages, such as consequential damages, lost profits, or business stagnation, except in the case of intent or gross negligence.

Clause 14: Indemnities

14.1. The buyer shall indemnify the supplier against all claims from third parties relating to intellectual property rights on materials supplied by the buyer.

14.2. The buyer indemnifies the supplier against claims from third parties for damages for which the supplier is not liable.

Clause 15: Force Majeure

15.1. Parties shall not be liable for failure to fulfill obligations due to circumstances beyond their control.

15.2. Force majeure includes all external causes, whether foreseeable or not, over which the supplier has no control, including strikes.

15.3. In the event of force majeure, there is no right to compensation.

15.4. If delivery times are exceeded due to force majeure, the buyer may terminate the agreement in writing, but goods already delivered must be paid for.

Clause 16: Applicable law and disputes

16.1. Disputes will be handled by the court in the supplier’s place of business, unless mandatory law prescribes otherwise.

16.2. Dutch law applies to all agreements. The Vienna Sales Convention is excluded.

Clause 17: Location

17.1. The most recently published version on the website or the version in effect at the time the agreement was concluded always applies.