Terms & Conditions

  1. Applicability.
    1. These conditions apply to all offers, legal relationships and sales agreements in which Profluid supplies goods and / or services of any kind to the other party. Deviations from the conditions as drawn up by Profluid are only valid if they have been expressly agreed in writing.
    2. If one or more provisions as stated in the conditions are partially or in whole void or may be voided, the remaining provisions remain in full force.
    3. Profluid may, during the existence of a legal relationship, impose requirements on communication between the parties or the performance of legal acts via digital media.
  2. Offer and creation of an agreement.
    1. Delivery of products from the webshop are carried out by Netfly.
    2. Any offer in any way whatsoever provided by Profluid is without obligation unless an acceptance term has been expressly stated in the offer.
    3. The agreement is only concluded after the acceptance of the request or order (placed by telephone or via digital media) by Profluid and the written acceptance of the request or order (possibly) in the form of an invoice.
    4. For activities or assignments for which Profluid does not send an offer or confirmation in view of the nature or the size of the order, the agreement only comes into being when Profluid actually commences execution or assigns this to third parties. In such a case, the invoice also applies as an order confirmation, which is also deemed to represent the agreement correctly and completely.
    5. Profluid is at all times authorized to engage third parties for the implementation of the agreement. The resulting costs will be passed on to the other party in accordance with agreed rates.
    6. All information provided to the other party in connection with an offer in the form of, among other things, but not exclusively, brochures, catalogs, price lists, brochures, correspondence, digital storage media remain explicitly and exclusively the industrial or intellectual property of Profluid.
  3. Changes to the agreement.
    1. Any complete or partial change or cancellation of the agreement can only take place after Profluid has given written consent.
    2. If Profluid agrees to such a change as mentioned in 3.1, the other party is in any case obliged to pay Profluid the costs incurred, arising from the work already done in respect of the agreement.
    3. In the event of such a change or cancellation as mentioned in 3.1. ProfLuid is allowed to re-determine the delivery times and possible lead times related to the obligations arising from the agreement and to charge the related costs to the other party.
  4. Prices
    1. If an offer is non-committal, the rates and quotations included herein are entirely without obligation.
    2. Prices are displayed in euros or pounds at all times, unless expressly stated otherwise.
      • Based on the level of purchase prices, wages, rent, social and government costs, transport costs, insurance premiums and other possible costs applicable at the time of the offer or the order date.
      • Prices are exclusive of import duties and special taxes, unless expressly stated otherwise.
      • Excluding taxes (excise duties) and duties, but including VAT.
    3. In the case of an offer without obligation, and also if this reservation is included in a non-binding offer, Profluid is entitled to adjust the prices if the price increase differs by more than 2% from the offered or agreed prices.
    4. In the case of an offer without obligation, and also if this reservation is included in a non-binding offer, Profluid is entitled to adjust prices in the event of an increase of one or more of the factors determining the cost price. In this regard, Profluid is obliged to take into account any existing applicable statutory regulations, with the proviso that at the time of the order confirmation, future price increases known to Profluid must be stated in the order confirmation.
  5. Hazard
    1. The risk with regard to the goods to be delivered by Profluid to the other party will, in the event that Profluid delivers these from stock, transfer to the other party from the moment they are separated from the other stock items in its warehouse for the benefit of the other party.
    2. The risk with regard to the goods to be delivered by Profluid to the other party, in case these are sent directly by the producer or a third party to the counterparty on behalf of Profluid, passes to the counterparty at the time that they are loaded for the transport. to the agreed place of delivery.
    3. Irrespective of what parties determine with regard to the moment at which the risk passes to the other party, this also takes place at the risk of the other party; the loading and unloading, the horizontal and vertical transport (transport), the assembly, installation, adjustment, adjustment, calibration and commissioning of goods, even if this takes place before the risk passes to the other party, as referred to in the first half of sub. 5.3
  6. Weight and quantity
    1. The measurements and weightings as stated on the measurement or weighing slip provided by Profluid determine the quantity delivered.
    2. The Buyer always has the right to be present or represented at the measurement or weighing, in order to exercise control over it.
  7. Delivery and Delivery time
    1. The other party must report possible deficiencies, shortcomings or damage directly to Profluid within twenty-four (24) hours of delivery, both by telephone and via digital media. It is considered that the goods have reached the other party in good order, complete and undamaged at all times.
    2. Profluid is entitled to deliver in partial deliveries.
    3. Profluid is not obliged to deliver or supply spare parts after purchase of goods, unless expressly agreed between the parties, and the relevant parts are still available.
    4. The throughput and delivery times mentioned in the offer / agreement with regard to the commitment are not final deadlines. Absenteeism therefore does not commence earlier than after Profluid has been declared in default by the other party, and fails to fulfill its obligations in the contract within a reasonable period.
    5. Profluid is obliged to observe the stated delivery time or delivery period as much as possible, but will never be liable for any exceeding of this. In the event that the delivery time is exceeded, Profluid will never be obliged to pay any compensation whatsoever.
    6. If a delivery time or delivery period is exceeded, the other party does not give the right to terminate or dissolve the agreement or to refuse acceptance of the goods. In case of and excessive exceedance, both parties will consult each other.
    7. You can only order chemicals if you are 18 years or older.
  8. Shipping and packaging
    1. Profluid determines the way of packaging, transport, shipping and the associated handling of goods. Without prejudice to the provisions in sub. 5.3 of these terms and conditions.
    2. If the other party has specific wishes regarding the packaging and / or transport and insofar as Profluid agrees thereto, the other party is obliged to reimburse the resulting costs.
  9. Force Majeure
    1. Neither party is obliged to fulfill any obligation, including any guarantee obligations agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure must include (I) force majeure of suppliers of Profluid, (II) failure to properly fulfill obligations by suppliers of Profluid or that have been prescribed to Profluid by the other party. (III) defect in goods, equipment, software or materials of third parties whose use is prescribed by the other party to Profluid. (IV) government measures. (V) electricity failure. (VI) failure of computer network, internet, service provider. (VII) War. (VIII) workforce. (IX) Strike (s). (X) general transport problems. (XI) the unavailability of one or more employees. (XII) epidemics or pandemics. (XIV) financial crisis. (XV) the failure of the payment networks of the relevant banks.
    2. If a situation of force majeure lasts longer than 90 days, each party has the right to dissolve the agreement in writing. The already performed part of the agreement is settled proportionally, without the parties owing each other anything else.
    3. If Profluid wishes to invoke force majeure, it will notify the other party as soon as this is practically possible. The consequences of force majeure come into effect from the moment that the circumstance, cause or event leading to this has occurred.
    4. Compliance in one or more cases during circumstances as referred to in the first (1st) paragraph does not affect the right to use the right of suspension or termination in other cases.
  10. Warranty / Service
    1. With due observance of what is stipulated elsewhere in the conditions, Profluid guarantees the soundness of the materials used and the promised properties, and the correct operation of the goods supplied by Profluid in accordance with the product specification.
    2. The guarantee only applies to new goods or products for a period of 6 months from delivery to the other party, and insofar as goods are not excluded from the guarantee.
  11. Liability
    1. If Profluid is liable, then this liability is limited to what is stipulated in this provision.
    2. Profluid is not liable for damage, of whatever nature, caused by the fact that User has assumed incorrect and / or incomplete information provided by or on behalf of the Other Party.
    3. If Profluid is liable for any damage, the liability of Profluid is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.
    4. The liability of Profluid is in any case always limited to the amount of the benefit of his insurer in this case.
    5. Profluid is only liable for direct damage.
    6. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage in the sense of these conditions, any reasonable costs incurred due to the faulty performance of Profluid to the agreement. to have them answered, for as far as these can be attributed to Profluid and reasonable costs incurred to prevent or limit damage, insofar as Profluid demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
    7. Profluid is never liable for indirect damage, including consequential loss, lost profit, missed savings and damage due to business stagnation.
  12. Applicable law
    1. Dutch law applies exclusively to all disputes relating to the agreement or agreements that are connected with it. These disputes are settled by the competent court in Haarlem.
  13. Definitions
    1. In these conditions, the following definitions apply:
      1. Profluid: The private company ProFluid established in Huizen and registered in the trade register of the Chamber of Commerce Gooi-, Eem- and Flevoland under registration number 33137514; being the user of these terms and conditions.
      2. Netfly: The one-man business Netfly established in Groningen and registered in the trade register of the Chamber of Commerce Groningen under registration number 52782956 and VAT number NL163576087B01.
      3. Conditions: The general conditions of ProFluid.
      4. Other party: Every natural person, partnership, legal entity or other entity that enters into or has concluded an agreement with ProFluid, to whom an offer has been sent or is sent.