terms and conditions
Optilight and Atexindustries are tradenames for Atexindustries BV. Both uses the same terms and conditions. Where Optilight is used the name Atexindustries is also applicable.
Article 1. General
For the purpose of these terms, orderer is understood to mean any natural person or legal entity
placing an order with Atexindustries. Unless expressly otherwise agreed in writing, applicability of the
general conditions used by the orderer is excluded.
Article 2. Applicability
Unless explicitly otherwise agreed in writing, the following terms shall apply to any offer, delivery
and performance made or effected by Atexindustries and to all agreements between Atexindustries and the orderer. These general conditions are also applicable to all offers, deliveries and contracts made or
executed by a third party acting on behalf of Atexindustries.
Article 3. Offers
All offers issued by Atexindustries are regardless of the form in which they have been made, non-
committal, and can be revoked without any formality, even after acceptance thereof by the orderer.
Revocation after acceptance by the orderer shall be effected within 24 hours. Offers issued by
Atexindustries are not valid for renewals, repeat orders or partial orders and based upon the minimum
quantities as stated.
Article 4. Force Majeure
By force majeure of a temporary or permanent nature are understood all circumstances which
prevent an agreement from being executed, even when these circumstances were foreseeable at the
time the agreement was concluded, for example fire, war, danger of war, state of siege,
mobilisation, strike, lack of labour force, transport difficulties, and/or import, export or transit
Article 5. Conditions
The following conditions on all offers issued by Atexindustries apply:
5.1 Electric products are delivered without plugs, sockets, leads, mounting materials and other
5.2 If however the quotation includes goods such as plugs, sockets or leads, these goods are
supplied according to normal European standards.
5.3 If the goods supplied by Atexindustries are to be used outside The Netherlands, Atexindustries cannot be held responsible should these goods not meet the technical requirements or standards stipulated by
laws or norms of that country.
5.4 Goods only meet requirements or standards from a country other than The Netherlands if so
agreed explicitly and in writing.
5.5 If the orderer wishes the goods to meet requirements or standards from a different country other
than The Netherlands, than he must make available to Atexindustries all necessary documentations and
information regarding these requirements or standards.
5.6 Prices are per piece in Euro, exclusive of BTW (VAT).
Article 6. Delivery term
The following delivery terms on all offers issued by Atexindustries apply:
6.1 deliveries are ex warehouse Woudrichem, where the orderer takes over the goods for his own
account and risk.
6.2 If a different delivery condition is agreed according to Incoterms, the Incoterms, as valid on the
moment of signing the agreement will be applicable.
6.3 The orderer is obliged to take over the goods from the moment that they are made available to
6.4 If delivery is not possible or delayed because of a refusal by the orderer or due to negligence
from the orderer, then all extra costs, such as temporary warehousing, administrative expenses or
extra transportations costs are for the account of orderer.
6.5 Partial deliveries or shipments are allowed. Atexindustries has the right to invoice partial deliveries
Article 7. Delivery time
The indicated delivery time is non-committal. If the indicated delivery time is exceeded by a period
of two months, the orderer has the right, to make Atexindustries obligatory to deliver within a reasonable
time, not shorter than one month after which in case of non performance from Atexindustries the orderer
has the right to cancel the agreement. If orderer wishes to make delivery obligatory or wishes to
cancel the agreement, the orderer must inform Atexindustries by registered letter.
Article 8. Orders
8.1 To be binding, an order shall always be accepted and confirmed in writing by Atexindustries. In case
of force majeure, price or cost increases and / or other circumstances, as a result of which Atexindustries
cannot, not entirely or only by making considerably higher costs fulfil its obligations of delivery,
Atexindustries has the right to cancel or partially cancel the orders received, even if these would already
have been accepted by Atexindustries, without any liability for damages.
8.2 When orderer orders he accept that his company name can be mentioned as a reference.
Article 9. Payment
9.1 All payments are to be made net in cash at the time of delivery of the goods, unless otherwise
agreed upon writing. All payments are to be made without deduction or set off at our office or at a
bank or postal account at our discretion.
9.2 No payment can be suspended, not even when the orderer has the intention to make a
9.3 If the orderer does not pay within the term agreed he is legally in default without any need for
notice of default on behalf of Atexindustries. As of the date following the due date the orderer owes on
the outstanding amount owed by him interest of 1% per month, including part of a month.
9.4 If the orderer is in default, after written notice of default, he shall be taken to have accepted
liability for all losses and costs, both judicial and extra judicial, relating to the claim. The extra
judicial collection costs on the amount owing are fixed at 15% of the principal, with a minimum of
9.5 Atexindustries remains the owner of the sold and delivered goods until the orderer has met all
obligations that are incumbent him, amongst others a possible obligation to pay interest and costs.
If similar goods have been delivered on one or more unpaid invoices, the goods present with the
orderer are considered to have been delivered on the unpaid invoices.
9.6 Before the orderer has settled the above mentioned payments, the orderer is not allowed to
pledge the goods or in any other way use the goods as a security. The orderer is, for as long as he
has not settled the above mentioned payments, not entitled to establish a right of pledge or a right
of lien on the goods supplied by Atexindustries and the orderer accepts to declare, at the first time of
asking by Atexindustries, to third parties wishing to establish such a right that he is not authorized to
establish a right of pledge or lien. If the orderer should fail to meet any obligation incurred by him
towards Atexindustries under the terms of agreement, then Atexindustries is entitled, without being required to give notice of default, to repossess the goods. The orderer authorizes Atexindustries to enter the place where those goods can be found.
9.7 All costs related to the action taken to realise the rights by virtue of this article, are to be paid
by orderer. Goods, taken back, are calculated on the actual day value and place to orderers credit.
The day value is based on the actually valid prices, the condition of the goods and with the related
costs made by Atexindustries subtracted.
9.8 All payments are to be made in Euro.
Article 10. Claims
Claims or complaints of the orderer have to be made by registered mail to Atexindustries within eight
days from receipt of the goods, in absence of which the orderer is supposed to have accepted the
Article 11. Guarantee
Guarantee is provided at the following conditions:
11.1 The conditions as stated here are valid within the European Union only. Outside the European
Union, no warranty is valid if not stated explicitly in writing.
11.2 Guarantee is valid for new and / or unused goods only.
11.3 Atexindustries provides goods with a guarantee in so far as defects are involved which appear
during normal use, and for a period of twelve months after delivery.
11.4 Goods are guaranteed by Atexindustries if and in so far as the concerned manufacturer has given a
guarantee to Atexindustries.
11.5 If goods are sent back upon a claim, then return-shipments are to be made free domicile
Woudrichem and have to be accompanied by a specification of the goods, date of invoice,invoice-
number and the reasons for the return-shipment.
11.6 Inexpert treatment of or insufficient care for the goods delivered shall exclude each claim and
render guarantees and other warranties invalid.
11.7 Variations in the goods delivered which are technically acceptable according to the usual
standards, do not give rise to guarantee and/or compensation.
11.8 The guarantee shall cover labour costs and materials used; travelling expenses and
transportation costs are to be paid by the orderer.
Article 12. Liability
12.1 Atexindustries shall never be liable for deficiencies except for those which are due to intention or
gross negligence by Atexindustries itself - which means the management or supervisory personnel within
the Atexindustries business. Atexindustries shall not be liable in any respect for acts and/or omissions of
subordinates or third parties who are involved in the execution of agreements or parts of
12.2 In all cases any liability of Atexindustries is limited to the amount to which a claim is paid under
Atexindustries’s liability insurance. If, for what ever reason, the insurer makes no payment under the
insurance policy, any liability shall be limited to a sum equal to the invoice value of the goods
delivered by Atexindustries.
12.3 Atexindustries shall not be liable for any lost profit, consequential damages, including the loss or
damage of third parties, and immaterial damage.
12.4 The orderer shall indemnify Atexindustries against claims made by third parties vis-a-vis whom
Atexindustries cannot invoke these general conditions.
12.5 The orderer shall be liable for all damage caused by the non-performance or failure to perform
in due time and with due care of any obligation imposed on him by the agreement and these general
conditions, in so far as no arrangement for this purpose has been incorporated in these general
12.6 Article 12 remains in force even when Atexindustries accepts purchase terms from the orderer, even
when these purchase terms explicitly reject the acceptance of the general terms of Atexindustries.
Article 13. Samples
Samples supplied by Atexindustries to a consignee have only the purpose to give an indication of the
offered goods. The samples are given at the following conditions:
13.1 The sample can freely be tested during an agreed period of time. After this period the sample
is to be returned free domicile Atexindustries, free of charge conditions.
13.2 If the sample is not returned within the agreed period of time, it is considered to be sold to and
will be invoiced to the consignee at the normal list price.
13.3 Tests executed are solely done at own risks of the consignee. Damages to the
sample are for the account of Atexindustries.
13.4 Samples are delivered without certificates.
Article 14. Changes of these terms
Atexindustries reserves the right to alter these General Terms at any time. The orderer will
be informed in writing of these alterations and if the orderer does not appeal within
30 days, the alterations are to be accepted.
Article 15. E-mail
All correspondence between Atexindustries and orderer must be signed and forwarded in a
manner which cannot be tampered.
15.1 Electronic mail without electronic signatures and / or without an anti tampering
mechanism can therefore not be used as a binding mean of correspondence.
15.2 Atexindustries cannot be held liable for e-mail containing software which can damage the hard- or
software of the recipient, like viruses or which has a contents which can be considered being
outside of the normal business scope of Atexindustries.
Article 16. Applicable law and jurisdiction
The agreement and all other agreements which might ensue therefrom are governed by Dutch law.
The applicability of the Vienna Sales Convention (CISG) is excluded.
Atexindustries is a tradename for Atexindustries BV, which is registered under number 17163712 at the
Chamber of Commerce in The Netherlands.
Een vertaling van deze Leveringsvoorwaarden is verkrijgbaar, waarbij de Engelse tekst leidend is.