General terms and conditions

1. Definitions and applicability

Windmolen: Windmolen Machines B.V., registered in Amsterdam under KVK number 94913781. Customer: any party that requests an offer from or enters into an agreement with Windmolen. Equipment: machinery, vehicles, installations, attachments and parts that are the subject of an agreement.

These terms apply to all offers, agreements and deliveries of Windmolen. The applicability of the Customer's general terms is expressly rejected. Deviations are valid only if agreed in writing.

2. Offers and agreements

All offers are without obligation and valid for 14 days unless stated otherwise. Offers are based on the information provided by the Customer. An agreement is concluded when Windmolen confirms the order in writing or starts performing it. Descriptions, photographs, hour readings and specifications of used Equipment are provided to the best of Windmolen's knowledge; the Customer is entitled and advised to inspect the Equipment before purchase (article 6).

3. Prices

Prices are in euros, exclusive of VAT, transport, insurance, import duties, registration fees and other levies, unless stated otherwise. Unless agreed otherwise, delivery is Ex Works (EXW, Incoterms 2020) from the location where the Equipment is situated. If costs on which the price is based increase after the agreement is concluded and before delivery (for example transport or raw-material costs), Windmolen may pass on the increase, in which case the Customer may terminate the agreement if the increase exceeds 10%.

4. Payment

Unless agreed otherwise, payment is due in full before delivery, by bank transfer to the bank account stated on the invoice, held in the name of Windmolen Machines B.V. Windmolen never requests payment to another account or through third parties; bank details are confirmed by phone on request. Payments in instalments or via escrow are possible when agreed in writing. If the Customer fails to pay on time, statutory commercial interest (art. 6:119a Dutch Civil Code) and extrajudicial collection costs are due, and Windmolen may suspend delivery.

5. Delivery and transport

Delivery times are indicative and are not deadlines, unless expressly agreed as such. Risk passes to the Customer at delivery according to the agreed Incoterm. Where Windmolen arranges transport at the Customer's request, it does so as the Customer's agent and may charge the costs separately; transport insurance is arranged only on request. The Customer must ensure that the delivery location is accessible and that unloading equipment is available where required. The Customer is responsible for compliance with import, registration and operating requirements in the country of destination, unless agreed otherwise in writing.

6. Inspection and complaints

The Customer must inspect the Equipment upon delivery and report visible defects or deviations in writing within 5 working days, with photographs. Defects that could not reasonably be discovered on delivery must be reported within 5 working days of discovery. Complaints do not suspend the obligation to pay. Used Equipment is sold in the condition described in the offer and inspection report, taking into account its age, hours and prior use; normal wear and tear and the need for routine maintenance do not constitute defects.

7. Retention of title

Ownership of delivered Equipment passes to the Customer only after full payment of all amounts due under the agreement, including interest and costs. Until then the Customer may not sell, pledge or otherwise encumber the Equipment, and must insure it against the usual risks. Windmolen is entitled to repossess the Equipment if the Customer fails to meet its obligations.

8. Warranty

New Equipment carries the manufacturer's warranty as described in the manufacturer's warranty terms. Used Equipment is supplied without warranty unless a warranty is expressly agreed in writing, without prejudice to the Customer's statutory rights. Any warranty lapses if the Equipment has been modified, improperly used or maintained, or repaired by third parties without Windmolen's consent.

9. Liability

Windmolen's liability is limited to the amount paid by the Customer under the agreement concerned, or, where applicable, the amount paid out under Windmolen's insurance. Windmolen is not liable for indirect or consequential damage, including loss of production, loss of profit, downtime or damage from delayed delivery, except in the case of intent or gross negligence of Windmolen's management. The Customer indemnifies Windmolen against claims of third parties relating to the use of the Equipment.

10. Force majeure

Windmolen is not obliged to perform if prevented by circumstances beyond its control, including non-delivery or late delivery by suppliers or carriers, transport disruptions, government measures, sanctions and export restrictions, strikes, pandemics or extreme weather. If force majeure lasts longer than 90 days, either party may terminate the agreement in writing for the unperformed part, without liability for damages.

11. Rental

For rental of Equipment, the rental period, rates, deposit, insurance, permitted use, maintenance and return conditions are set out in a separate rental agreement, which prevails over these terms where they differ. The Customer uses rented Equipment at its own risk, keeps it insured and returns it in the same condition, allowing for normal wear and tear.

12. Governing law and disputes

Dutch law applies to all offers and agreements of Windmolen. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Disputes are submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise. Parties will first try to resolve a dispute in consultation.