Terms and conditions

General:

  1. All our offers, agreements and the performance thereof are governed exclusively by these terms and conditions. Any deviations should be expressly agreed with us in writing.

  2. In these terms and conditions ‘the other party’ is understood to mean: every (legal) person, who has concluded an agreement, or wishes to conclude an agreement, with our company, and also their agents(s), authorised representative(s), assignee(s) and heirs.

  3. The conditions applied by the other party shall remain in force so long as they are not in conflict with these terms and conditions. In that case, our terms and conditions shall always take precedence, even if priority is otherwise stipulated.

  4. If any provision of these terms and conditions becomes void or is nullified, the remaining provisions shall remain in full force. In such case, the void or nullified provision shall be replaced by a valid provision that in so far as possible fulfils the purpose of the invalid provision.

Offers:

  1. All offers we make, in any form whatsoever, are without any obligation, unless explicitly stipulated otherwise.

  2. Any estimates, plans or other documents accompanying an offer will remain our property at all times, and must be returned to us postage paid immediately on our request. They may not be reproduced without our permission, or made available to third parties for inspection.

  3. Sending offers and/or (other) documentation does not oblige us to accept an order. If we do not accept an order, we will inform the other party as soon as possible, but in any case, within 14 days.

  4. We reserve the right to refuse orders without giving a reason, or to demand cash on delivery or advance payment.

Models:

If a model is shown or provided by us, this will only be assumed to have been shown or provided by way of indication. The properties of the goods to be delivered may differ from those of the model, unless expressly stated that delivery shall be in conformity with the model.

Agreement:

  1. Subject to the provisions below, an agreement will only come into effect as soon as we have commenced with the performance thereof, or after we have accepted or confirmed the order, whereby date of the confirmation will be decisive. The order confirmation will be deemed to reflect the agreement correctly and completely, unless the other party has protested against it immediately in writing.

  2. If we have made an offer to the other party in advance, the agreement shall come into effect at the time of receipt of the order from the other party.

  3. Any additional agreements or changes made later shall only be binding on us if we have confirmed this in writing.

  4. For transactions where, given the nature and scope thereof, no quotation or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and completely, unless a complaint is submitted within 3 working days after the invoice date.

  5. Any agreement is entered into by us under the suspensory condition that the other party, – exclusively at our discretion – is sufficiently creditworthy for the financial performance of the contract.

  6. At the time of or after concluding the agreement and before any (further) performance, we are entitled to require the other party to provide security to the effect that the payment and any other obligations will be fulfilled.

  7. If we deem it necessary or desirable for the proper performance of the order given to us and after consultation with the other party, we are authorised to engage third parties to perform the agreement, the costs of which will be passed on to the other party.

  8. If the goods to be delivered in the Netherlands are to be used outside the Netherlands, we are not responsible if the goods do not meet the technical requirements, standards and/or regulations prescribed by the laws or provisions of the country where the goods will be used. This does not apply if, upon concluding the agreement, notice of the use abroad has been given on submission of all required data and specifications.

  9. All technical requirements the other party sets for the goods to be delivered and which differ from normal requirements should be explicitly mentioned by the other party at the time of entering into the purchase agreement.

  10. The other party is obliged to provide us with all information and documents required for the proper performance of the agreement on time.

Call-off orders:

  1. A call-off order is understood to mean: an agreement whereby the other party undertakes to purchase a particular quantity of goods from us within a certain period and we undertake to deliver these goods each time based on a call-off from the other party.

  2. The other party is obliged to call off the agreed quantity of goods within the agreed period, and if no period applies, within 6 months at the latest after conclusion of the agreement. Failure to call off orders on time entitles us, following a demand, to deliver and invoice the goods, or to sell them accordingly.

  3. Unless agreed otherwise in writing, the other party is obliged to call off the order at least 15 days before the desired delivery date. We reserve the right at all times to deliver the order at a reasonable time before the desired delivery date.

Prices:

  1. Unless stated otherwise, our prices are based on delivery ex our company, warehouse or other storage area - excluding VAT, import duties, other taxes, levies and charges.

- excluding packaging, loading and unloading, transport and insurance costs
- in Euros; any exchange rate movements will be passed on.

  1. Consignments with an invoice value of up to €150 will be subject to a surcharge of €15 administration and forwarding costs.

  2. In case of an increase in one or more of the cost factors, we are entitled to increase the order price accordingly; this with due observance of any relevant statutory provisions, provided that future increases that are already known must be mentioned in the order confirmation.

Delivery:

  1. The purchased goods are for the other party’s risk as from the time that an agreement is concluded. Unless agreed otherwise, delivery will be made to the other party’s home or company. Delivery carriage paid will only occur if we have agreed this with the other party and this is indicated on the invoice or otherwise.

  2. The time of delivery is the time at which the purchased goods are ready for transport.

  3. The other party is obliged to inspect the delivered goods and the packaging for any shortcomings and/or visible damage immediately on delivery, or to perform this inspection after notification from us that the goods are at its disposal.

  4. The Customer must note any shortcomings or damage to the goods delivered and/or the packaging, which are present upon delivery, on the delivery note, the invoice and/or the transport documents; in the event of failure to do so, the customer will be deemed to have approved the delivery. In such case, complaints in this respect will no longer be taken into consideration.

  5. We are entitled to deliver in stages (part deliveries), which we will invoice separately.

  6. Specified delivery times are always approximate, unless expressly agreed otherwise in writing. The delivery period commences as soon as all information provided by the other party or on its behalf is in our possession. Exceeding the delivery time does not entitle the other party to terminate the agreement and/or to any compensation.

  7. If the other party has not taken delivery of the goods after expiry of the delivery time, the goods will be stored at its disposal at its own expense and risk.

Transport/risk:

  1. If the other party has not instructed us otherwise, the method of transport, forwarding, packaging and the like
    will be determined by us with due care. Unless agreed otherwise, the other party shall bear the risk, including
    any fault/negligence on the carrier’s part.

  2.  Any specific wishes the other party may have in relation to the transport/forwarding will only be fulfilled after it has declared in writing that it will bear the additional costs.

  3. If and to the extent that we ourselves act as carrier or forwarder, this service will be performed subject to the applicability of the most recent version of the ICC incoterms, issued by the International Chamber of Commerce in The Hague, and the Dutch Forwarding Conditions (General FENEX Conditions) as last filed at the office of the Amsterdam, Arnhem, Breda and Rotterdam district courts, to the extent that these do not depart from our terms and conditions.

  4. We are entitled to charge a fee for sustainable packaging materials, which will be specified on the invoice. If we charge such a fee, this will be set off after it has been returned to us in an undamaged state.

Cancellation:

If the other party wishes to cancel a concluded agreement, a cancellation charge of 10% of the order price (including the VAT) will be charged, without prejudice to our right to full compensation, including lost sales.

Force majeure:

  1. Force majeure is understood to mean: any circumstance beyond the parties control, or could not have been foreseen due to which fulfilment of the agreement can no longer be reasonably required by the other party.

  2. If, in our opinion, the force majeure shall be of a temporary nature, we are entitled to suspend performance of the agreement until the circumstance leading to the force majeure no longer exists.

  3. If, in our opinion, the situation of force majeure shall be of a lasting nature, the parties may come to an arrangement on the termination of the agreement and the related consequences.

  4. We are entitled to claim payment for the performances that were delivered for the agreement in question before the circumstance leading to the force majeure occurred.

  5. The party who finds that it (is going to be) affected by force majeure must inform the other party of this immediately.

Liability:

  1. The liability for any direct damage suffered by the other party, which is in any way related to the failure to fulfil our obligations under the order, is limited to the amount for which we are insured in this regard.

  2. Our liability shall never exceed the total amount of the order in question, or any amount to be paid by our insurer.

  3. Except for the generally applicable legal rules of public order and good faith, we are not liable to pay any damage of any nature whatsoever, direct or indirect, including business losses, to movable or immovable property, or to persons, to either the other party or third parties.

  4. We are not, in any case, liable for damage that arises or is caused by the (improper) use of the delivered goods or the unsuitability thereof for the purpose for which the other party purchased the goods.

  5. The mere acceptance of the delivered goods by or on behalf of the other party and/or third parties, indemnifies us against any claims from the other party and/or third parties for payment of compensation, regardless of whether the loss occurred as a result of assembly and/or manufacturing defects, or any other cause.

  6. The other party shall indemnify us against any claims enforced or that may be enforced against us by third parties due to products - liability as a result of a defective product supplied to that third party, which partly consists of a product supplied by us.

Complaints:

  1. We will only deal with any complaints if we have received them directly within 14 days after delivery of the relevant performance, and are accompanied by an accurate statement of the nature of and grounds of the complaints.

  2. Complaints about invoices should also be submitted in writing within 14 days after the invoice date.

  3. Upon expiry of this deadline, the other party shall be deemed to have approved the delivered goods or the invoice. In such case, complaints in this respect will no longer be taken into consideration.

  4. If we deem the complaint to be justified, we will only be obliged to deliver the agreed performance.

  5. Only if and to the extent that a complaint is found to be justified will the other party’s payment obligation be suspended until such time that the complaint has been settled.

  6. The delivered goods may only be returned after we have given our prior written permission and under terms and conditions to be determined by us.

Guarantee:

  1. We will provide a guarantee on the goods we delivered during a period to be determined later subject to the following restrictions. This guarantee is limited to manufacturing defects that occur and therefore does not cover breakdowns involving any parts of the supplied goods that are exposed to any form of wear or usage.

  2. The guarantee on goods provided by third party suppliers is limited to the guarantee provided to us by the third party supplier.

  3. The guarantee will lapse if the other party and/or third parties it engages make incompetent use of the delivered goods.

  4. The guarantee will lapse if the other party and/or third parties it engages carry out work on or apply changes to the delivered goods.

  5. If we replace parts in compliance with guarantee obligations, then the replaced parts become our property.

  6. If the other party fails to fulfil any of the obligations arising from the agreement concluded between the parties in full, or inadequately, or not in a timely fashion, we are not obliged to provide this guarantee for as long as that situation continues.

Nondisclosure:

We undertake not to use any information provided to us by the other party for any purpose other than the purpose for which it was obtained and not to disclose it to anyone that is not involved in fulfilling the order.

Deviations and tolerances:

Contrary to the agreement, we are entitled to deliver goods that vary slightly in terms of the model, design, or corresponding documentation and therefore mean an improvement, or if such is necessary to comply with legal provisions in this respect.

Retention of title:

  1. The goods delivered remain our property until such time that goods delivered and activities performed or goods to be delivered and activities still to be performed by us under the agreement, including interest and charges, have been paid by the other party. In the event of suspension of payments, bankruptcy, deferral of payments, liquidation of the other party, or death if the other party is an individual, we are entitled to cancel the order in full or in part without notice of default or legal intervention and to claim the outstanding balance due for the goods supplied. Cancellation and return do not prejudice our right to compensation for loss or damage. In such cases, any claim of ours against the other party will become immediately due and payable in full.

  2. The other party is obliged to store all goods it has received under retention of title with due care and recognisable as our property and to insure them against all usual risks.

  3. We are entitled to retrieve (or have retrieved) the goods delivered under retention of title from the other party or party keeping them on its behalf, if the other party fails to fulfil its obligations to us or does not fulfil them correctly. The other party shall render all necessary cooperation and access immediately on our request.

  4. The goods may be sold or used by the other party as part of its normal business activities, but may not be given as security or serve as a security for a claim from a third party. In the event of resale of goods that have not been paid for (in full), the other party is obliged to invoke a retention of title under the same conditions as set out in this document.

  5. To provide security for the correct payment of all of our claims, of whatever nature, we also acquire – through the inception of the claim – a non-possessory pledge on all goods into which the goods supplied by us are incorporated, and/or of which they form part. The order signed by the other party and our subsequent written acceptance is considered to be a private instrument as defined in the law.

Discounts:

Discounts, of whatever nature, will only be granted by us on condition that our invoices are paid promptly. In the event of late payment, any discounts granted will no longer apply and the other party will have to pay us the gross prices.

Late payment surcharge:

We are entitled to charge a late payment surcharge of 3%, which will be deducted from the invoice amount when payment is made within 14 days.

Payment:

  1. Unless agreed otherwise, payment should be effected in cash without discount or offset, or by deposit or transfer into a bank or giro account designated by us, within 30 days after the invoice date. The value date specified on our bank and/or giro account is decisive and will therefore be deemed to be the date of payment.

  2. All payments made by the other party will first serve to settle any interest and collection costs incurred by us and subsequently to settle the oldest outstanding invoices.

  3. If the other party has provided a direct debit mandate for the payment of our invoices and a collected amount is reversed, the other party is obliged to pay us the relevant invoice amount by other means.

  4. If the other party:

  • is declared bankrupt, assigns its assets, is granted provisional suspension of payment, enters into a statutory debt restructuring scheme under the Dutch Debt Restructuring (Natural Persons) Act, or part or all of its properties are subject to an attachment order.

  • dies, is subject to a guardianship order or is dissolved.

  • fails to comply with any of its obligations applicable by law or these terms and conditions.

  • fails to pay an invoice amount, or a part thereof, within the given deadline.

  • Ceases or transfers its business or a considerable share thereof, including the contribution of its business to a company that is to be set up or already exists, or changes the objective of its business, the mere occurrence of such a circumstance entitles us to either terminate the agreement or to claim payment in full of any amount due by the other party on the basis of the services rendered by us, immediately and without any warning or notice of default being required, all this without prejudice to our right to compensation for costs, damage and interest.

Interest and costs:

  1. If payment is not made within the period referred to in the previous article, the other party shall be in default by operation of law and interest of 1% per month (or part thereof) will be payable on the outstanding amount as from the invoice date.

  2. All judicial and extrajudicial costs to be incurred shall be charged to the other party. The extrajudicial collection costs will amount to at least 15% of the amount owed by the other party, including the aforementioned interest.

Applicable law:

  1. All our offers, agreements and the performance thereof are governed exclusively by Dutch law.

  2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

Disputes:

Any disputes, including those that are only considered disputes by one of the parties, resulting from or related to the agreement to which these terms and conditions apply or the related terms and conditions themselves and their interpretation or implementation, both in factual and in legal terms, shall be settled by the competent civil court within whose jurisdiction we have our registered office, unless the subdistrict court has jurisdiction.

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