Terms and Conditions (B2B)

Terms and conditions of sale and delivery – Business (B2B)
If you are doing business with Samwel Supplies (B2B), including via our webshop www.samsup.com, samwelsupplies.com, samwelspareparts.com, or any variant hereof, the following terms and conditions of sale and delivery apply:

  1. Contractual basis
    These terms and conditions of sale and delivery apply to orders and purchases from Samwel Supplies. These terms together with the parties purchaseordert and Samwel Supplies’s, written confirmation of reception, order confirmation and invoice
    constitutes the full agreement.
    If there is a conflict between Samwel Supplies’s invoice, pricesheet, and/or these terms and conditions they shall prevail in that order.
    The buyer’s terms and conditions of purchase shall upon the confirmation and payment of first order. This action confirms that the customer is aware of these terms and conditions, and accepts any consequence. The customer will always be able to access the latest version of these terms and conditions on the Samwel Supplies website. . In case of conflict between the buyer’s terms and conditions and Samwel Supplies’s terms and
    conditions the latter shall prevail.
  2. Conclusion of purchase agreement
    An order is not binding for Samwel Supplies under any circumstance. Orders placed through the website will always provide the customer with an order confirmation via the provided email adress. An invoice will be made only after the parts are picked and packed, and from this moment onwards the invoice is to be considered a binding purchase agreement by the seller and the customer. Any deviations between the ordering of parts and the final invoicing occuring due to error, the customer is obligated to inform Samwel Supplies within the fastest reasonable timeframe. Samwel Supplies holds the right to substitute parts ( e.g. different finish color) if the requested item is not available, and only upon written consent by the customer. The customer can give consent for any such future decision to be made by Samwel Supplies as they feel appropriate. The buyer has the right to cancel the order free of any charges, or parts of the order if the invoiced pricing for the invoice, or part thereof deviates more than 10% from the initial order confirmation as provided by the website, or if the price deviates more than 10% from the last received pricesheets.
    If the buyer cancel the order before delivery, after receiving the final invoice, meaning the items are picked packed and sometimes shipped, the buyer shall cover all costs Samwel Supplies may have in relation to the cancellation, including – but not limited to – loss of profits, shipping, and restocking.
    Samwel Supplies’s information on price, delivery, characteristics, capacity and technical data is purely indicative and does not constitute a warranty or guarantee. Samwel Supplies is not liable if the delivered products
    does not meet the buyer’s needs or purpose of use.
  1. Prices
    All prices, including prices according to Samwel Supplies price lists, are daily prices excl. VAT, other public
    taxes, packaging and tranportation. Samwel Supplies is entitled to change the price lists
    and catalogues at any moment, without prior notice. The prices as invoiced on the final invoice is always leading above any other pricequote presented, such as website or pricedatasheets. Pricing quotes are given with daily prices, and last untill the price has changed.
    Samwel Supplies is entitled to adjust the price if the production and delivery costs as well as the costs to
    suppliers are increased in the period from order confirmation and until delivery.
    If the buyer cannot accept the adjusted price, the buyer is in writing entitled to cancel the order.
    Samwel Supplies prices are per unit and based on purchase of full packaging units. A hefty fee will be invoiced in
    case of breakage of the packaging unit.
  1. Terms of delivery
    Delivery is according to the ICC’s INCOTERMS 2010 Ex Works clause, after which, when the
    goods are ready for delivery, the risk passes and all costs associated with the transport are borne
    by the buyer. The buyer is in due time obligated to notify Samwel Supplies of the means of transportation. If
    Samwel Supplies does not receive the notificiation in due time, Samwel Supplies is entitled to choose the means of
    transportation at the buyer’s risk and expense. The standard go to shipper methods is always the most affordable UPS service to the customers destination location, of which the actual daily UPS price for that shipment will be calculated and added to the customers invoice.
    The buyer cannot put forward any claims, including economical claims, against Samwel Supplies due to delay, but the buyer is entitled to cancel the purchase, if the delay is more than 30 days from the agreed delivery date, and provided the ordered items are not already en-route. The buyer is not entitled to cancel the purchase if the delay is due
    to force majeuere, the buyer’s fault or the carrier’s fault.
    In the event that the buyer does not take delivery at the agreed delivery date, including breach of
    the obligation to collect the goods, Samwel Supplies is entitled to terminate the agreement and claim damages. Furthermore, Samwel Supplies is entitled resell or store the goods at the buyer’s risk and expense.
    Return of goods and packaging can only take place by prior written agreement, and will be at the buyer’s expense. Pallets, boxes or other
    packaging, which are charged separately, will not be credited.
    Does the return arrive without a clearly written form and explanation, containing a copy of the invoice, a brief explanation of the return reason for each item in the return shipment, and a list of the returned goods, Samwel Supplies will refuse to accept the shipment.
    A return shipment will be approved by Samwel Supplies. when the following criteria are met:
  • The goods are ordered wrongly, and the customers wished to return, the following criteria apply:
    1. The claim is received within 14 days of receiving of the item by the customer.
    • The items are not damaged during transport or hereafter by the customer.
    • The item must be in intact packaging and must not have been opened
      By intact packaging is meant resaleable packaging without pressure marks, without
      labels, without handwriting
      A return shipment will be refused, if the sales packaging is not intact upon arrival at Samwel Supplies warehouse. A repacking fee of 25% of the total item value in case the above criteria are not met.
  • The goods returned are faulty.
    • Faulty goods will are to be considered parts that are not reasonbly expected to perform their function without minor modification, or contain obvious manufacturing errors.
      • Not covered under warranty are blemishes in the finish of coated parts, such as park, white plating ( cad or zinc), or areas around welds, minor devations from orginal or OEM specifications, where these deviations perform no function. Examples provided but not limited to the use of metric stock for sheetmetal or bolts
      • Covered are wrong threads, faults in casting, forging, machining, assembly or other errors that are of such a nature that they cannot be reasonbly repaired by the end user.
    • Goods returned under the faulty goods warranty will be inspected for user error. If no error can be found, the part is replaced is credited fully. In the case that user error can be determined the part will be sent back to the customer at customers expense.
  1. Terms of payment
    The terms of payment is net 30 days, for customers within the EEC, unless otherwise specified. The payment term is set by the invoice date, unless the date of invoicing and delivery is more than 7 days apart, in which case the delivery date is leading.
    • First order is against prepayment.
    • In the event of late payment an interest of 2 percent per commenced month will be added, until
      payment is made.
    • The buyer is not entitled to offset all or part of the purchase price, and any notice of lack of conformity in accordance with section 7 does not entitle the buyer to withhold the purchase price.
      If the buyer breaches one or more of the mentioned obligations, including the obligation to pay the
      purchase price, Samwel Supplies is entitled to cancel the agreement, sell the goods at the buyer’s expense
      to a third party and/or claim damages. Samwel Supplies is entitled to claim damages for its losses, including
      indirect losses.
  2. Retention of title
    Subject to the restrictions imposed by mandatory law, the goods shall remain the property of Samwel Supplies until the entire purchase price plus the accrued costs has been paid to Samwel Supplies.
    This retention of title clause is still in force, if the goods will be used in the buyer’s products or
    mixed with the buyer’s goods of other suppliers. In that event the retention of title shall comprise
    the transformed or processed product to an extent equal to the value represented by the sale from
    Samwel Supplies.
    The buyer is obligated to keep the goods insured against theft, burglary, fire etc. as long as the
    goods are covered by this retention of title clause.
  3. Notice of lack of conformity
    Any notice of lack of conformity shall be submitted within 7 days from receipt of the goods. If the
    defect is non-visible a notice of lack of conformity shall be submitted within 8 days from the date
    the buyer becomes aware or should have become aware of the lack of conformity, but no later than
    1 year from the date of delivery.
    Despite the above mentioned, the buyer is obligated to submit a notice of lack of conformity to
    Samwel Supplies in such a timely manner that Samwel Supplies will be able to submit notification to the carrier, if
    Samwel Supplies has been responsible for the transportation and the defects on the goods are due to the
    transportation. Samwel Supplies cannot be held liable, if the buyer does not submit a notice of lack of conformity in due time.
  4. Limitation of liability
    Samwel Supplies is liable under the general rules of Dutch law. However, Samwel Supplies cannot be held liable for the buyer’s indirect losses, including – but not limited to – loss of business, loss of profits, loss of goodwill or any other incidental loss. Samwel Supplies’s liability is in any event limited to the value of the goods supplied.
  1. Force majeure
    Samwel Supplies cannot be held liabale if the failure to fulfil its obligations is due to a reason beyond Samwel Supplies’s control, such as strikes, lock-outs, export or import bans, embargos, delayed or inadequate
    delivery of materials from subcontractors, unexpected stop of production, lack of resources or transport, hacker attacks, unforeseen downtime on systems, seizures and other similar circumstances.
    In case of force majeure, Samwel Supplies is entitled to extend the delivery time accordingly or to cancel the
    agreement. Both parties are entitled to cancel the agreement if the
    force majeure event occurs for more than 3 months.
  2. Product liability
    Subject to the restrictions imposed by mandatory law, Samwel Supplies is only liable for damage caused by
    products to persons or property if it is proved that the damage is due to defects or negligence on a
    product supplied by Samwel Supplies and it is proved that 1) the product is defect, 2) the damage is due to
    the defect, and 3) there is causal link between the defect and the damage, and 4) the defect could not have been reasonbly noticed and avoided upon proper inspection and installation of the product by an experienced user or expert.
    • Any use of the items supplied by Samwel Supplies on the open road are for the risk of the buyer if the items are not installed by a trained professional/certified mechanic, or similar. No claims can be done to damages done to people or property due to accidents that may or may not have been caused by a malfunction of a Samwel Supplies part in case the part was not installed by a certified mechanic.
    • Samwel Supplies is as well not liable for damage on products that is manufactured by the buyer and in which the product supplied by Samwel Supplies is included.
      The buyer is obligated to have a product liability insurance covering any product liability that may be claimed against the buyer without recourse against Samwel Supplies.
  3. Intellectual property
    Samwel Supplies has the exclusive right to all copyrights, design rights, trademark rights and other intellectual property rights (registered as well as non-registered) that is used, created or contained in or
    arising as a result of or in connection with the delivery of Samwel Supplies’s goods.
  4. Online purchase
    By using www.samsup.com, or any adress directing to the same website. the buyer accepts that Samwel Supplies is using cookies. A cookie is a small
    text file that is stored on the buyer’s computer in order to keep track on the buyer’s actions on the
    webpage and in order to recognise the computer. A cookie is not a program and it is does not contain any viruses.
  5. Governing law and jurisdiction
    Trade between the parties are subject to Dutch law.
    Any dispute that may arise in connection with the parties trade shall be settled by a Dutch court
    with the District Court of Breda as first choice.