Prodaptive general terms and conditions of sale (updated januari 2024)
ARTICLE 1: GENERAL PROVISIONS
Unless otherwise agreed in writing, these general terms and conditions of sale automatically apply to all commercial relations between Prodaptive (the « Seller ») and the purchaser of equipment (« the Purchaser » and « the Equipment »). No particular terms and conditions, and particularly not the Purchaser’s own general terms and conditions, shall prevail over these general terms and conditions of sale, unless a written document signed by the Seller or an order accepted pursuant to article 2 provides strict exception thereto.
ARTICLE 2: CONTRACTS FORMATION
Following our commercial proposals or at the customer’s request, we will send a quotation (or an order) accompanied by our General Terms and Conditions, which the customer must sign and return to us. The contract is formed once the Purchaser returns the quote or the order duly signed.
In the case of a quotation, an order conforming to the signed quotation is then issued and an order confirmation e-mail is sent to the customer.
ARTICLE 3: PRICING AND PAYMENT TERMS
The price is always established in Euros, excluding VAT, and EXW ICC 2020.
The applicable price is the one appearing on the order form signed by the Purchaser or, failing that, will be fixed according to the prices list in force on the date of the order, which will be provided to the Purchaser at any time upon request with these general terms and conditions.
Unless otherwise agreed, payment is made according to the following terms: a 50% down payment upon the Purchaser’s acceptance of the order, the balance payable just before shipping/delivery. The payment is made in Euros, by check or by swift transfer. Bank charges are to be covered by the Purchaser. In any case, no discount be granted for early payment.
In case of late payment, a penalty equal to three times the legal interest rate will be applied, without the need for a formal notice. In the event of non-payment within the stipulated time and 48 hours after a formal notice has remained unsuccessful, the Seller shall have the right to require immediate payment of the outstanding balance, to suspend the fulfilment of its obligations, and/or to suspend or cancel orders in progress, without prejudice to its right to claim damages and/or termination of the contract.
ARTICLE 4: TRANSFER OF OWNERSHIP AND RISKS
THE SELLER REMAINS THE OWNER OF THE EQUIPMENT AND ACCESSORIES UNTIL FULL PAYMENT IN PRINCIPAL AND INTEREST . In the event of total or partial non-payment, the Seller may claim the Equipment corresponding to the unpaid order. The Purchaser undertakes to ensure that identification of the Equipment is always possible. The transfer of risks, such as theft, loss or deterioration, for whatever reason, shall be affected upon delivery of the Equipment.
ARTICLE 5: DELIVERY
5.1 Unless otherwise agreed, the Equipment is delivered EX Works (Incoterm ICC 2020) in the Seller’s warehouse. The delivery period commences to run as of the Seller’s receipt of the down payment in its bank account. If no down payment has been made, the delivery times and the date from which they run are those shown on the order form accepted by the Purchaser in accordance with Article 2.
5.2 The Seller is automatically released from any commitment relating to the said delivery time in the event of force majeure or events such as strikes, lock-outs, riots, wars, international complications, government conscriptions and requisitions, fire in the premises of the Seller or one of its own suppliers, epidemics, excessive heat, cold or humidity, interruption and delay in transport for which the Seller is not responsible, restriction in the free movement of imported or exported goods, significant breakdowns in manufacturing equipment and tools, etc…. In the event of any such impediments, the Seller commits to promptly inform the Purchaser of the difficulty encountered.
ARTICLE 6: SELLER’S LIABILITY, AND WARRANTY
6.1 It is up to the Purchaser to communicate to the Seller the characteristics of the Equipment that meets his needs. Hence, the Purchaser is thus deemed to have full knowledge of the Equipment he purchases, and fully acknowledges that he obtained the requisite information relating to the Equipment ordered. The conditions of use of the Equipment are, where applicable, described in the user and maintenance manuals given to the Purchaser, in particular for Twinrider Large and Twinrider Small. The Purchaser acknowledges having read said conditions, commits that the user is aware of them Failure by the Buyer or the user to comply with the recommendations or warnings shall release the Seller from any liability for damage resulting from failure to comply with the conditions of use and warnings contained in the user manual.
Seller never certifies that the Equipment meets the standards of the country other than the Netherlands in which the Buyer will use the equipment.
6.2 Unless otherwise specified, the Seller’s contractual warranty on parts and labour is for a period of two (2) year from the delivery date of the Equipment. The Seller’s warranty covers only abnormal defects that occur under normal conditions of use. The warranty does not apply to defects and/or failures resulting from normal conditions of use. The warranty does not apply to defects caused by: normal wear and tear, improper installation or use, lack of maintenance; negligence; installation and/or removal, and/or modification of accessories, parts or any devices associated to the Equipment without the Seller’s prior approval; or improper repairs or work performed by anyone who lacks the Seller’s authorisation in that regard.
The warranty is expressly null and void if damage to the Equipment is due to the user’s failure to comply with the conditions of use and warnings contained in the user manual.
In the event of failures and/or defects in the Equipment, the Seller has the option of replacing the deficient Equipment with conforming Equipment, bringing the deficient Equipment into conformity, or refunding to the Purchaser the price paid for the deficient Equipment.
Unless otherwise agreed, the Purchaser covers the cost and risks of transporting the defective parts or the repaired or replaced parts, from the Purchaser’s place to the place of original delivery of the Equipment in accordance with Section 5.1 hereof.
6.3 THE SELLER ASSUME NO OTHER WARRANTY OBLIGATION EXPRESS OR IMPLIED, THAN THAT SET FORTH HEREIN.
Any dispute initiated by the Purchaser regarding the Seller’s proper execution of its contractual obligations shall be for good cause, and shall be notified to the Seller by registered letter with an acknowledgement of receipt within 15 days after observation of the defect and/or failure, and no later than 12 months after the purportedly incorrect execution. Under no circumstances shall the Seller be liable for compensation for any indirect loss (moral or commercial loss, loss of data, loss of profit, turnover, orders or clientele, etc.) that the Purchaser may suffer.
Furthermore, in its relationship with Buyer, in no event shall Seller’s liability exceed the amount paid by Buyer in consideration of its obligations.
6.4 It is recommended by the Seller to take all precautions concerning the assumption of responsibility by the user’s civil liability insurance for the consequences of any nature that may result from the use of Prodaptive Equipment
ARTICLE 7: TRAINING
For the Twinrider Equipment, the Seller strongly recommends that users be trained by an adaptive snowboard instructor competent to teach the use of this type of equipment.
ARTICLE 8: TERMINATION
The Seller is entitled to terminate/resolve the contract without prior notice by registered letter with acknowledgement of receipt in the case of force majeure or events related as such in article 5.2, or if the Purchaser fails to execute his obligations, fifteen days after a formal notice to regularize the situation remained unsuccessful.
ARTICLE 9: APPLICABLE LAW – DISPUTES
All the provisions contained in these general terms and conditions of sale, including all contractual operations specified herein, are subject to Dutch law, to the exclusion of any other international convention.
ARTICLE 10: TOLERANCE – PROOF
Any tolerance by a party of the other party’s breach of an obligation, shall not be deemed a waiver by the aggrieved party of any of its rights granted hereby, especially tolerance related to payment terms.
In the event of dispute, the parties agree to consider the faxes and e-mails as an original writing to constitute legal proof, and waive the right to dispute the legal adequacy of this means of proof unless the authenticity thereof is open to question.
ARTICLE 11: GENERAL DATA PROTECTION REGULATION (GDPR)
The data collected are only for the necessary accompaniments. They are secured and are not transmitted to third parties without the owner’s authorisation. They are destroyed as soon as they are not useful. Their owner can request their rectification or deletion at info@prodaptive.nl