Business-to-business sales, trials, services and international deliveries
Effective date: 14 August 2026
Supplier details: Wema Pro Clean B.V., established in Raalte, the Netherlands, with its registered office at Almelosestraat 83 O, 8102 HC Raalte, the Netherlands, registered with the Dutch Chamber of Commerce under number 92203353 and VAT number NL004943342B15 (“Wema”).
Article 1 – Definitions and scope
1.1 These General Terms and Conditions apply to every request, quotation, offer, order, order confirmation, agreement, trial, rental, sale, delivery of goods and provision of services by Wema, and to all future dealings between Wema and the Customer.
1.2 They apply exclusively to Customers acting in the course of a business or profession, including legal persons and public-law entities. Wema does not contract with consumers under these Terms.
1.3 “Customer” means Wema’s contractual counterparty. “Goods” includes machines, accessories, spare parts, batteries, consumables and packaging. “Services” includes demonstrations, trials, instruction, maintenance, repair, consultancy and related work.
1.4 Any general or purchasing conditions of the Customer are expressly rejected. They apply only if Wema has accepted them expressly and in writing for the specific agreement.
1.5 Deviations are valid only when agreed in writing. In case of conflict, the order confirmation or specifically negotiated agreement prevails, followed by these Terms.
1.6 If any provision is invalid or unenforceable, the remaining provisions remain effective. The invalid provision shall be replaced, to the extent permitted, by a valid provision that most closely reflects its commercial purpose.
Article 2 – Offers and formation of agreements
2.1 All offers and quotations are non-binding and may be withdrawn, unless they state a fixed acceptance period. They do not automatically apply to repeat orders.
2.2 An agreement is formed only when Wema confirms an order in writing, starts performance, or otherwise expressly accepts the order. Silence does not constitute acceptance.
2.3 Wema may rely on the accuracy and completeness of information, specifications, measurements, addresses and intended-use information supplied by the Customer. Costs caused by incorrect or incomplete information are payable by the Customer.
2.4 Oral statements, demonstrations, samples, images, videos, drawings, weights, dimensions, capacities, runtimes, cleaning times and other performance data are indicative unless expressly guaranteed in writing. Customary tolerances and changes that do not materially impair ordinary use are permitted.
2.5 Wema may refuse or cancel an order before delivery if acceptance or performance would breach sanctions, export-control rules or other applicable law.
Article 3 – Prices, taxes and price adjustments
3.1 Unless agreed otherwise, prices are in euros, exclusive of VAT, import and export duties, customs charges, levies, packaging, loading, unloading, transport, insurance, installation, commissioning, instruction and travel or accommodation costs.
3.2 Estimates of transport, packaging, customs or other third-party costs are indicative. Wema may charge the actual costs incurred.
3.3 If, after formation and before completion, Wema’s costs increase due to taxes, duties, exchange rates, freight, energy, raw materials, supplier prices, legal measures or comparable circumstances outside Wema’s reasonable control, Wema may reasonably adjust the price. If the increase exceeds 10%, the Customer may cancel the unperformed part within five business days after notice, unless the increase results from the Customer’s change or delay.
3.4 Wema may invoice separately for agreed variations, additional work, waiting time, storage and unsuccessful service visits attributable to the Customer.
Article 4 – Payment and security
4.1 Unless otherwise stated in the order confirmation, invoices are payable in full within 14 calendar days of the invoice date, without suspension, deduction, discount, set-off or counterclaim, except where the counterclaim has been finally established by a court or expressly acknowledged by Wema.
4.2 Wema may require full or partial advance payment, a bank guarantee, credit insurance or other adequate security at any time before or during performance if it reasonably doubts the Customer’s creditworthiness or performance. Wema may suspend performance until security is received.
4.3 The Customer is in default automatically when a payment period expires. From that date, it owes the applicable Dutch statutory commercial interest, or 1.0% per month if higher and legally permitted, calculated on the outstanding amount.
4.4 The Customer also owes the statutory minimum recovery charge and all reasonable judicial and extrajudicial collection costs. Payments are first allocated to costs, then interest and lastly principal, starting with the oldest debt.
4.5 If any invoice is overdue, all Wema claims against the Customer become immediately due, and Wema may suspend further deliveries or services. A complaint does not suspend payment.
Article 5 – Delivery, Incoterms and transfer of risk
5.1 Unless expressly agreed otherwise in writing, delivery is EXW Wema’s stated dispatch location, Incoterms® 2020. Any assistance by Wema with loading, booking or transport is performed for the Customer’s account and risk and does not alter the agreed Incoterm.
5.2 Delivery periods are estimates and not strict deadlines. They start only after Wema has received all required information, approvals, materials, advance payments and security. Partial deliveries are permitted and may be invoiced separately.
5.3 Risk transfers in accordance with the agreed Incoterm. If no valid Incoterm is agreed, risk transfers when the Goods are made available for collection or handed to the first carrier, whichever occurs first.
5.4 The Customer must inspect packaging and Goods on receipt, record visible transport damage or shortages on the carrier’s delivery document, preserve evidence and notify Wema and the carrier immediately.
5.5 If the Customer fails to take delivery, provide instructions or otherwise delays dispatch, Wema may store the Goods at the Customer’s cost and risk. Risk transfers no later than notice that the Goods are ready. Wema may invoice reasonable storage, handling and additional transport costs.
5.6 Minor defects do not entitle the Customer to refuse delivery or acceptance.
Article 6 – International trade, customs and compliance
6.1 The Customer is responsible for import clearance, import VAT, duties, licences, registrations, local product-use requirements and all destination-country formalities unless the agreed Incoterm expressly places a specific obligation on Wema.
6.2 The Customer shall provide correct end-user, destination, customs, VAT/EORI and product-classification information promptly. It indemnifies Wema against costs, penalties and claims caused by inaccurate information or unlawful import, export, re-export or use.
6.3 The Customer shall comply with applicable sanctions, export-control, anti-bribery and anti-money-laundering laws and shall not resell, export or make Goods available where prohibited.
6.4 Product documentation and markings supplied by Wema are based on the agreed market and intended use. The Customer or dealer is responsible for any additional local-language, registration or end-market requirement not expressly accepted by Wema in writing.
Article 7 – Customer obligations and proper use
7.1 The Customer shall use, transport, charge, store, clean and maintain the Goods professionally and strictly in accordance with the manual, safety instructions and Wema’s written directions.
7.2 The Customer must ensure that operators are trained, competent and equipped with appropriate personal protective equipment, and that the work area and electrical supply are safe and suitable.
7.3 The Customer shall not remove safety devices, identification labels or serial numbers, make unauthorised modifications, use incompatible parts or consumables, or use suction systems in wet conditions where the manual prohibits this.
7.4 Wema is not responsible for suitability for a particular surface, court, climate, debris type, frequency or commercial result unless that specific purpose and result were expressly guaranteed in writing after Wema received complete information.
7.5 Dealers and resellers shall pass on all manuals, safety information, warranty limitations and usage instructions to end users and shall not give warranties or representations beyond those authorised by Wema.
Article 8 – Trials, demonstrations and loan machines
8.1 A trial, demonstration or loan does not transfer ownership. The machine remains Wema’s property unless and until a separate purchase is agreed and fully paid.
8.2 The recipient shall inspect the trial machine on arrival, follow all instructions, use it only for the agreed purpose and location, and prevent access by unauthorised persons. It may not lend, relocate, modify, dismantle or encumber the machine without written consent.
8.3 Risk of loss, theft and damage passes to the recipient on delivery and remains with it until confirmed return to Wema or the carrier designated by Wema, except for normal wear resulting from correct trial use.
8.4 Unless agreed otherwise, the recipient shall retain the original packaging and make the machine available for collection immediately at the end of the trial. It shall pay damage, missing parts, extraordinary cleaning, depreciation caused by misuse and avoidable failed-collection costs.
8.5 Purchase after a trial is subject to Wema’s written confirmation. Trial results depend on local circumstances and do not constitute a guaranteed result.
Article 9 – Inspection and complaints
9.1 The Customer shall inspect the Goods immediately after receipt. Quantity differences, visible damage and other apparent defects must be reported in writing with photographs and serial/order details within eight calendar days after receipt.
9.2 Hidden defects must be reported in writing without undue delay and no later than eight calendar days after discovery, within the applicable warranty period.
9.3 On discovering a suspected defect, the Customer shall stop using the affected Goods where continued use could increase damage or create a safety risk, preserve the Goods and allow Wema a reasonable opportunity to inspect and remedy them.
9.4 Returns require Wema’s prior written return authorisation. Unauthorised returns may be refused. Unless the complaint is upheld, transport, inspection and handling costs are payable by the Customer.
9.5 Failure to comply with this Article extinguishes the relevant contractual remedy to the extent Wema is prejudiced by the delay, except where mandatory law provides otherwise.
Article 10 – Warranty and remedies
10.1 Wema warrants for 12 months from delivery that new Goods are free from material and manufacturing defects under normal professional use. Used, outlet or refurbished Goods are covered only to the extent expressly stated in the order confirmation.
10.2 Brushes, rubbers, filters, tyres, belts, seals and other wear parts are excluded from warranty insofar as the issue results from ordinary wear. Batteries and third-party components are covered only by the transferable manufacturer’s warranty, if any, unless mandatory law requires otherwise.
10.3 Warranty excludes defects or damage caused by ordinary wear, accidents, incorrect assembly, improper operation, wet use contrary to instructions, insufficient cleaning or maintenance, unsuitable chargers or power supply, unauthorised repair or modification, non-original or incompatible parts, corrosive materials, abnormal conditions, transport after risk transfer, or information/specifications supplied by the Customer.
10.4 For a valid claim, Wema may choose to inspect, repair, replace the defective part or Good, or issue a proportionate credit. Wema shall have a reasonable period and reasonable number of attempts. Replacement does not restart the original warranty period, but repaired or replaced parts remain covered for the balance of that period or three months, whichever is longer.
10.5 Unless agreed otherwise, the Customer bears the cost and risk of sending Goods to Wema. If the claim is accepted, Wema bears reasonable return transport costs but not removal, installation, travel, loss of use, substitute equipment or onsite labour unless expressly approved in advance.
10.6 The remedies in this Article are the Customer’s exclusive contractual remedies for defects, without prejudice to rights that cannot legally be excluded.
Article 11 – Retention of title
11.1 Wema retains title to all Goods supplied until the Customer has paid all present and future claims arising from their supply and related agreements, including interest and costs.
11.2 Until title passes, the Customer shall keep the Goods identifiable, properly stored, maintained and insured, and shall not pledge or otherwise encumber them. Resale in the ordinary course of business is permitted only while the Customer is not in default.
11.3 Where legally effective, the Customer assigns to Wema in advance all claims against third parties arising from resale of Goods subject to retention of title, up to the amount owed to Wema. Wema may notify and collect such claims after default.
11.4 The Customer shall immediately inform Wema of attachment, insolvency or third-party claims affecting the Goods. On default, Wema may enter business premises at reasonable times and repossess the Goods, without prejudice to its other rights and subject to mandatory law. Repossession constitutes termination only if Wema states so in writing.
11.5 If the destination country’s law requires registration or another step for effective retention of title, the Customer shall cooperate fully. To the extent local law does not recognise this clause, the parties intend to create the nearest equivalent security right permitted by that law.
Article 12 – Intellectual property and marketing materials
12.1 All intellectual property rights in Goods, designs, drawings, software, manuals, photographs, videos, trademarks, trade names, quotations and other materials remain with Wema or its licensors.
12.2 The Customer receives only a non-exclusive, non-transferable right to use supplied documentation as necessary to operate or resell the Goods lawfully. It may not copy, reverse engineer, modify, remove notices from or disclose confidential technical material except as permitted by mandatory law.
12.3 Dealers may use Wema-approved marketing materials and trademarks solely to market genuine Wema Goods during the commercial relationship and in accordance with brand instructions. This permission may be withdrawn and does not create exclusivity.
12.4 Materials, specifications or branding supplied by the Customer may be used by Wema to perform the agreement. The Customer warrants that such use does not infringe third-party rights and indemnifies Wema against related claims.
Article 13 – Confidentiality
13.1 Each party shall keep confidential all non-public commercial, technical and financial information received from the other party and use it only for the agreement.
13.2 Confidentiality does not apply to information already lawfully known, independently developed, publicly available without breach, lawfully received from a third party, or required to be disclosed by law or authority. Where lawful, the disclosing party shall give advance notice.
13.3 This Article continues for five years after the commercial relationship ends; trade secrets remain protected for as long as they qualify as such.
Article 14 – Liability
14.1 Wema is liable only for direct loss that is the foreseeable and immediate result of an attributable breach. Wema is not liable for indirect or consequential loss, including loss of profit, revenue, production, business, contracts, customers, data, goodwill, anticipated savings, court availability or use of equipment, or the cost of replacement equipment.
14.2 Wema’s aggregate liability arising from one event or a series of related events is limited to the net invoice value of the part of the agreement that caused the loss. If the agreement has a duration exceeding twelve months, the limit is the net amount paid for that part during the twelve months preceding the event.
14.3 If and to the extent Wema’s liability insurer pays a higher amount for the event, liability is instead limited to the insurance payment plus the applicable deductible.
14.4 The limitations do not apply to liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by Wema, mandatory product liability, or loss caused by Wema’s own intentional misconduct or deliberate recklessness at management level.
14.5 Conditions, exclusions and limits available to Wema also benefit its directors, employees, suppliers, agents and subcontractors as irrevocable third-party clauses.
14.6 The Customer shall take reasonable steps to prevent and mitigate loss and shall maintain adequate business, transport and liability insurance.
Article 15 – Indemnity and third-party claims
15.1 The Customer indemnifies Wema and its personnel against third-party claims, fines, losses and reasonable defence costs arising from the Customer’s or end user’s unlawful resale, import, export, installation, operation, modification, representations, failure to pass on safety information, or breach of these Terms, except to the extent caused by Wema’s liability under Article 14.4.
15.2 The indemnified party shall notify the Customer promptly and permit reasonable participation in the defence, without being required to accept a settlement that admits liability or imposes non-monetary obligations.
Article 16 – Force majeure
16.1 Wema is not liable for delay or failure caused by circumstances beyond its reasonable control, including war, terrorism, civil disorder, epidemic, pandemic, fire, flood, extreme weather, energy or telecommunications failure, cyber incident despite reasonable precautions, labour dispute, transport disruption, shortage of materials or components, carrier failure, supplier failure not reasonably avoidable, governmental action, sanctions, export/import restrictions or loss of permits.
16.2 Wema may suspend performance and delivery periods are extended for the duration and reasonable restart period. Wema may allocate scarce stock or capacity reasonably among customers.
16.3 If force majeure continues for more than 60 days and materially prevents performance, either party may terminate the affected unperformed part by written notice. Neither party owes damages for such termination; the Customer shall pay for Goods and Services already supplied and unavoidable committed costs.
Article 17 – Suspension and termination
17.1 Wema may suspend performance or terminate all or part of an agreement with immediate effect by written notice if the Customer fails to pay or otherwise materially breaches and, where cure is possible, fails to cure within a reasonable notice period; becomes insolvent, ceases business or is subject to attachment or insolvency proceedings; fails to provide requested security; or breaches sanctions, export-control, anti-bribery or confidentiality obligations.
17.2 On termination, all amounts owed become immediately due. The Customer shall return Wema property, cease use of Wema intellectual property and cooperate in recovery of Goods subject to retention of title.
17.3 Cancellation by the Customer is effective only if Wema accepts it in writing. The Customer shall then reimburse completed work, ordered materials, supplier cancellation charges, transport, storage and other committed costs, plus reasonable lost contribution, without exceeding the agreed price for the cancelled part.
Article 18 – Data protection and electronic communications
18.1 Each party shall process business contact and transaction data in accordance with applicable data-protection law. Wema’s privacy notice, as published on its website, applies to its processing of personal data.
18.2 Notices, confirmations and invoices may be sent electronically to the address used by the Customer or recorded by Wema. The Customer is responsible for keeping its contact details current and for monitoring spam filters.
18.3 Electronic signatures and communications that provide a durable record satisfy a written-form requirement, unless mandatory law requires another form.
Article 19 – Applicability and amendment of these Terms
19.1 Wema shall provide or make these Terms available before or when the agreement is concluded, electronically in a form the Customer can store and reproduce. By accepting a quotation, placing an order or signing an agreement that refers to these Terms, the Customer accepts them.
19.2 A later version applies only to agreements concluded after it has been properly notified or made applicable. Changes to an existing continuing agreement require notice and do not affect accrued rights, unless the agreement expressly and reasonably permits the change.
19.3 Filing or publishing these Terms does not replace the obligation to make them available to the Customer where applicable law requires this.
Article 20 – Limitation period
20.1 Any contractual claim against Wema expires twelve months after the Customer became aware, or should reasonably have become aware, of the facts giving rise to it, and in any event no later than permitted by mandatory law.
20.2 This contractual period does not apply to claims that cannot lawfully be shortened, or to claims falling within Article 14.4. A written notice of liability does not interrupt or extend a limitation period unless applicable law provides otherwise.
Article 21 – Governing law and jurisdiction
21.1 Every legal relationship between Wema and the Customer is governed exclusively by the laws of the Netherlands, excluding its conflict-of-laws rules.
21.2 The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG/Vienna Sales Convention) is expressly excluded.
21.3 The courts of the Netherlands in the judicial district in which Wema has its registered office have exclusive jurisdiction over disputes arising from or connected with the legal relationship. Wema may instead bring proceedings before any court that would have jurisdiction under applicable law.
21.4 Nothing in this Article prevents Wema from seeking provisional, protective or enforcement measures in any competent jurisdiction.
Article 22 – Language and final provisions
22.1 These Terms are drafted in English for international use. If a translation is provided, the English version prevails to the extent legally permitted, unless the parties expressly designate another version as controlling.
22.2 Headings are for convenience only. “Written” and “in writing” include email and other durable electronic records. A failure or delay in exercising a right is not a waiver.
22.3 Neither party may assign the agreement without the other’s prior written consent, except that Wema may assign it to an affiliated company or as part of a transfer of its business and may engage subcontractors while remaining responsible for its own contractual obligations.