Términos y condiciones de suministro

CLAUSE 1. APPLICABILITY
1.1 These General Conditions shall apply to all inquiries, offers and Agreements in
which one or more of the subsidiaries and/or participations of Thule Towing
Systems B.V. (hereinafter called “Thule”) act or acts as a seller of goods.
1.2

Variations to these General Conditions may only be agreed upon in writing.

1.3 Any other general conditions, irrespective of the name given thereto, of the contracting party of Thule (hereinafter called “the Other Party”) shall not apply.
CLAUSE 2. OFFERS
2.1 Offers by Thule, as well as other information contained in price lists and other
documentation materials, such as prices, dimensions, colours and other specifications, shall be without engagement and shall be subject to changes, unless the
contrary shows from the relative documents.
2.2 
In the event that the Other Party does not accept an offer of Thule, it shall
forthwith return to Thule the offer and all accompanying documentation.
2.3 Thule shall be entitled to charge to the Other Party the expenses involved with
(the making of) an offer, provided that Thule has notified the Other Party thereof
in writing in advance.
CLAUSE 3. AGREEMENTS
3.1 If the Other Party on the basis of an irrevocable offer of Thule places a written
order, the Agreement shall be concluded at the moment the order is received by
Thule.
3.2 
In the event that a written order by the Other Party is not preceded by an
offer of Thule, or follows an offer of Thule that is without engagement, then the
Agreement is concluded at the moment that either the written confirmation of
order is sent by Thule, or Thule commences the performance of the Agreement.
3.3 If and in so far as the procedure as referred to in the paragraphs 1 and 2 of this
Clause takes place by means of EDI (Electronic Data Interchange) or fax, the EDI
and fax messages shall be deemed equal to written documents.
3.4 When agreement is reached as described in the subclause above, this implies that
the other party waives any right to apply its own terms and conditions.
CLAUSE 4. PRICES
4.1 The prices shall be stated in Euro’s, exclusive of VAT, and shall be based on the
delivery condition laid down in Clause 5 paragraph 2 hereof.
4.2 If there is an increase of one or more factors that determine the price, such as
purchase prices, prices of materials or parts, labour costs, charges, taxes, currency exchange rates and the like after the conclusion of the Agreement but
before delivery, Thule shall be entitled to adapt the sales prices accordingly.
4.3 Thule shall notify the Other Party as soon as possible in writing of the prices
adapted pursuant to paragraph 2 of this Clause.
4.4 If the increase in price amounts to more than 10% of the original price, the Other
Party shall be entitled to terminate the Agreement in writing within seven days
after receipt of the aforementioned notification, unless this would be obviously
unreasonable in view of the circumstances.
Termination of the Agreement pursuant to this Clause shall give none of the parties the right to claim reimbursement of any damage suffered.
CLAUSE 5. DELIVERY
5.1 The interpretation of the delivery conditions shall be governed by the “Incoterms”,
1990 edition, as issued by the International Chamber of Commerce in Paris.
5.2 Delivery shall be made ex works, unless otherwise agreed.
5.3 The agreed periods of delivery shall under no circumstances be considered as
being of the essence to the Agreement.
5.4 Thule shall do all that is reasonably possible to realize the delivery within the
agreed term of delivery. As soon as Thule has knowledge of facts and/or circumstances that render the delivery within the agreed term impossible, it shall as soon
as possible notify the Other Party thereof while stating the prospective new term
of delivery.
5.5 If the obstruction of the performance as referred to in the previous paragraph
continues for a period longer than three months after the term of delivery originally agreed, the Other Party shall be entitled to terminate the Agreement by
means of a registered letter, without the parties being held toward each other to
pay any damages.
5.6 If Thule for the purposes of execution of the Agreement needs information and/
or documentation of the Other Party and/or third parties, or if certain formalities
are to be fulfilled, the term of delivery shall start to run at the moment that all
information and/or documentation is in the possession of Thule and/or all formalities have been fulfilled.

5.8 If the Other Party fails to receive the goods at the time agreed, the risk with respect to the goods shall devolve from Thule upon the Other Party at the moment
that the Other Party is in default, and Thule shall store and insure the goods for
a reasonable period thereafter, all this at the expense and at the risk of the Other
Party.
CLAUSE 6. OWNERSHIP
6.1 The ownership of the goods shall devolve from Thule upon the Other Party only
after the Other Party shall have paid to Thule the purchase price and all that the
Other Party shall be due to Thule under any purchase Agreement, as well as pursuant to claims (if any) resulting from its failure to perform its obligations under
such Agreement(s).
6.2 The Other Party shall not be allowed to alienate, encumber, or establish any restricted right on the goods delivered to it under the retention of ownership, nor
shall it in any other way dispose thereof in violation of the ownership retention,
other than within the framework of its normal conduct of business.
6.3 
In the event that the Other Party fails to perform its obligations under the
Agreement, it shall by force of law be in default, and Thule shall - without prejudice to the provisions laid down in Clause 14 - be entitled without any further
notification of default being required, to take back all goods on which an ownership retention rests.
The Other Party shall give Thule the opportunity to do the same, and shall grant
Thule access to the place(s) where the goods are located.
CLAUSE 7. PAYMENT
7.1 Payment shall at the option of Thule either be made cash on delivery, or within
30 days after delivery.
7.2 The payments made by the Other Party shall in the first place be used to pay any
expenses and interests due, and secondly to pay the outstanding invoices that
are overdue the longest (if any), even in the event that the Other Party states that
the payment relates to an invoice of a later date.
7.3 In the event that the Other Party fails to pay in time, it shall by force of law be in
default without any further notification of default being required, and it shall be
held to pay the statutory interest increased with 2 % over the amount due for the
duration of the default.
7.4 All in and out of court expenses that Thule has to make in order to recover its
claim(s) on the Other Party shall completely be at the expense of the Other Party.
The out of court expenses shall be established at 15 % of the outstanding amount
with a minimum of Euro 250.--.
7.5 
Thule shall be entitled in cases to be determined in its discretion, by way of
security for the performance of the obligations of the Other Party under the
Agreement:

- to deliver the goods cash on delivery exclusively;

- to demand advance payment in full or in part;
- to demand that the Other Party shall arrange that a credit institution that is
acceptable for Thule grants an irrevocable and unconditional bank guarantee.
7.6 The expenses to be made in respect of the provisions laid down in paragraph 5
of this Clause shall be borne by the Other Party.
7.7 The Other Party shall not be allowed to set off claims it has on Thule with claims
Thule has on the Other Party and/or to suspend payment obligations.
CLAUSE 8. ANCILLARY MATERIALS
8.1 
The estimates, catalogues, pictures, drawings, specifications and other documents given at the disposal of the Other Party by Thule, as well as all models,
moulds, matrices, stamps, tools and other ancillary materials used by Thule in
carrying out the Agreement, including the ancillary materials that are bought or
manufactured by Thule especially on behalf of the delivery to the Other Party,
shall at all times remain the property of Thule.
8.2 The Other Party shall with respect to the documents and ancillary materials given
at its disposal be obliged at its own expense:

- to mark the same as the recognizable property of Thule;

- to keep them in a good condition;

- to insure them against all risks as long as it shall act as the custodian of the said
ancillary materials;

- to give them at the disposal of Thule at its first request.
8.3 The Other Party shall refrain from multiplying or copying the aforementioned
documents or ancillary materials, from giving them at the disposal of third parties
for inspection purposes, from handing the same over to third parties, from using
them or having them used by or on behalf of and from transferring them to third
parties, whether or not as a security, except with the previous consent in writing
of Thule.
CLAUSE 9. TRANSFER OF RIGHTS AND OBLIGATIONS
Thule reserves the right to contract out to third parties the performance of its
obligations under the Agreement entirely or in part.

5.7 Thule shall have the right to make deliveries in parts.

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