Article 1 Definitions
The following terms are used in these general terms and conditions:
- User: the user of the general terms and conditions.
- Buyer: the user's counterparty, acting in the course of a profession or business.
- Agreement: the agreement between user and buyer.
Article 2 General
The provisions of these general terms and conditions apply to every offer and every agreement between the user and a buyer to which the user has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions expressly and in writing.These terms and conditions also apply to all agreements with the user for the implementation of which third parties must be involved.
General terms and conditions of the buyer only apply if it has been explicitly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that case, any conflicting provisions in the general terms and conditions of the user and the buyer will only apply between the parties if and insofar as they form part of the terms and conditions of the user.If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. User and buyer will then consult in order to agree on new provisions to replace the invalid or voided provisions, whereby if and insofar as possible the purpose and scope of the original provision will be observed.
Article 3 Offers and quotations
All offers are without obligation, unless a term for acceptance is stated in the offer.
The quotations made by the user are without obligation; they are valid for thirty days, unless stated otherwise. User is only bound by the offers if the acceptance thereof is confirmed in writing by the buyer within thirty days.
Delivery times in the user's quotations are indicative and do not entitle the buyer to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
A composite quotation does not oblige the user to deliver part of the items included in the offer or quotation for a corresponding part of the stated price. Offers or quotations do not automatically apply to repeat orders.
Article 4 Execution of the agreement
User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art at that time.
If and insofar as required for the proper execution of the agreement, the user has the right to have certain activities performed by third parties.
The buyer ensures that all data, of which the user indicates that they are necessary or of which the buyer should reasonably understand that they are necessary for the execution of the agreement, are provided to the user in a timely manner. If the information required for the execution of the agreement has not been provided to the user in time, the user has the right to suspend the execution of the agreement and / or to charge the buyer for the additional costs resulting from the delay according to the usual rates.
The user is not liable for damage, of whatever nature, because the user has relied on incorrect and / or incomplete information provided by the buyer, unless this inaccuracy or incompleteness should have been known to the user.
If it has been agreed that the agreement will be executed in phases, the user can suspend the execution of those parts that belong to a following phase until the buyer has approved the results of the preceding phase in writing.
If work is carried out by the user or third parties engaged by the user in the context of the order at the location of the buyer or a location designated by the buyer, the buyer shall provide the facilities reasonably desired by those employees free of charge.
The buyer indemnifies the user against any claims from third parties who suffer damage in connection with the performance of the agreement and which is attributable to the buyer.
Article 5 Delivery
Delivery takes place at the factory/shop/warehouse of the buyer to the specified address unless otherwise stated. If delivery is made on the basis of "Incoterms", the "Incoterms" applicable at the time of conclusion of the agreement will apply. The buyer is obliged to take delivery of the goods at the moment that the user delivers them or has them delivered to him, or at the moment at which they are made available to him in accordance with the agreement. If the buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the user is entitled to store the goods at the expense and risk of the buyer. If the goods are delivered, the user is entitled to charge any delivery costs unless stated otherwise. These will then be invoiced separately. If the user requires information from the buyer in the context of the execution of the agreement, the delivery time will commence after the buyer has made it available to the user. If the user has specified a term for delivery, this is indicative. A specified delivery time is therefore never a strict deadline. If a term is exceeded, the buyer must give the user written notice of default. User is entitled to deliver the goods in parts, unless this has been deviated from by agreement or if the partial delivery does not have an independent value. The user is entitled to separately invoice the delivered goods. If it has been agreed that the agreement will be performed in phases, the user may suspend the performance of those parts belonging to a following phase until the buyer has approved the results of the preceding phase in writing.
Article 6 Samples and models
If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the item having to correspond to it, unless it is expressly agreed that the item will correspond thereto. In the case of agreements relating to immovable property, mention of the surface or other dimensions and indications is also presumed to be only intended as an indication, without the good needing to correspond to this.
Article 7 Investigation, advertisements
Buyer is obliged to deliver the delivered at the time of ( delivery, but in any case to be examined (or have it examined) within the shortest possible term. In doing so, the buyer must investigate whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meet the requirements that apply in normal (trade) traffic. Any visible defects or shortcomings must be reported to the user in writing within three days after delivery. are reported. Non-visible defects or shortcomings must be reported within three weeks after discovery, but no later than within 12 months after delivery. If a complaint is made in time pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this will be done with the prior written consent of the user in the manner indicated by the user.
Article 8 Fees, price and costs
If the user has agreed on a fixed sales price with the buyer, the user is not entitled to increase the price.
2. The User may, among other things, pass on price increases if significant price changes have occurred between the time of the offer and the execution of the agreement with regard to, for example, exchange rates, wages, raw materials, semi-finished packaging material. The prices charged by the user are exclusive of VAT and any other levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.
Article 9 Amendment of the agreement
If during the execution of the agreement it appears that it is necessary for a proper execution to change and/or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation. If the parties agree that the agreement will be amended and/or supplemented, the time of completion of the execution may be affected as a result. The user will inform the buyer of this as soon as possible. If the change and/or addition to the agreement has financial and/or qualitative consequences, the user will inform the buyer about this in advance. If a fixed rate has been agreed, the user will indicate in to what extent the amendment or supplement to the agreement results in this fixed rate being exceeded. Notwithstanding the provisions in this regard, the user will not be able to charge additional costs if the amendment or supplement is the result of circumstances that can be attributed to him.
Article 10 Payment
Payment must be made within 14 days of the invoice date, in a manner to be indicated by the user in the currency in which the invoice is issued. Objections to the amount of the invoices do not suspend the payment obligation. If the buyer fails to pay within the period of 14 days, the buyer is legally in default. In that case, the buyer owes an interest of 10% per month, unless the statutory interest is higher, in which case the statutory interest applies. The interest on the amount due and payable will be calculated from the moment that the buyer is in default until the moment of payment of the full amount. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the user's claims against the buyer are immediately due and payable. User has the right to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. User can, without being in default as a result, refuse an offer of payment if the buyer designates a different order for the allocation. The user can refuse full repayment of the principal if the outstanding and current interest as well as the costs are not also paid.
Article 11 Retention of title
All goods delivered by the user, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the buyer has fulfilled all the following obligations under all agreements concluded with the user. The buyer is not authorized to pledge or otherwise encumber the goods subject to retention of title. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the buyer is obliged to notify the user of the goods as soon as can reasonably be expected. The buyer undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on first request. Goods delivered by the user that fall under the retention of title pursuant to the provisions of 1. of this article may not be resold and never be used as a means of payment. In the event that the user wishes to exercise his property rights referred to in this article, the buyer unconditional and irrevocable permission to the user or third parties to be designated by him to enter all those places where the user's property is located and to take those items back.
Article 12 Warranty
The user guarantees that the items to be delivered meet the usual requirements and standards that can be applied to it and are free from any defects. The guarantee referred to under 1. also applies if the goods to be delivered are intended for use abroad and the buyer has explicitly notified the user of this use at the time of entering into the agreement. The warranty mentioned under 1. applies for a period of 3 months after delivery. If the goods to be delivered do not comply with these guarantees, the user will replace the goods within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notification with regard to the defect by the buyer, at the choice of the user, or recovery. In the event of replacement, the buyer undertakes now to return the replaced item to the user and to transfer ownership to the user. The guarantee referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of the user, the buyer or third parties have made changes or attempted to make changes to the item or have used it for purposes for which the item is not intended. If the warranty provided by the user concerns an item that was produced by a third party, the warranty is limited to that provided for it by the producer of the item.
Article 13 Collection costs
Is the buyer in default or in default with the fulfillment of one or more of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. If the user has incurred higher costs, which were reasonably necessary, these also qualify for compensation. Any reasonable judicial and enforcement costs incurred are also for the buyer's account. The buyer owes interest on the collection costs incurred.
Article 14 Suspension and dissolution
The user is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if: - Buyer does not or does not fully comply with the obligations under the agreement. - After the agreement has been concluded, the user becomes aware of circumstances that give good reason to fear that the buyer will obligations will not be met. If there are good grounds to fear that the buyer will only partially or not properly comply, the suspension is only permitted insofar as the shortcoming justifies it. - the buyer was requested to provide security for the fulfillment of his obligations when the agreement was concluded. from the agreement and this security is not forthcoming or is insufficient. As soon as security has been provided, the authority to suspend lapses, unless this fulfillment is unreasonably delayed. Furthermore, the user is authorized to dissolve the agreement (or have it dissolved) if circumstances arise of such a nature that fulfillment of the agreement is impossible or according to standards of reasonableness. and fairness can no longer be demanded or if otherwise circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected. If the agreement is dissolved, the user's claims against the buyer are immediately due and payable. If the user suspends the fulfillment of the obligations, he retains his claims under the law and the agreement. The user always retains the right to claim compensation.
Article 15 Return of items made available
If the user has made items available to the buyer during the execution of the agreement, the buyer is obliged to return the items delivered in this way within 14 days in their original condition, free of defects and in full. If the buyer fails to fulfill this obligation, all resulting costs will be for his account. If the buyer, for whatever reason, after a reminder to that effect, still fails to fulfill the obligation referred to under 1., the user has the right to compensate the resulting damage and costs, including the costs of replacement, to be recovered from the buyer.
Article 16 Liability
If goods supplied by the user are defective, the user's liability towards the buyer is limited to what is regulated in these terms and conditions under "Guarantees". If the user is liable for direct damage, then that liability is limited to a maximum of half of the invoiced amount associated with the order. The liability is at all times limited to a maximum of the amount of the payment to be made by the user's insurer in the appropriate case. Direct damage is exclusively understood to mean: - the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions; - any reasonable costs incurred to have the defective performance of the user comply with the agreement, unless this defect cannot be attributed to the user; - reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. The user is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of the user his subordinates.
Article 17 Transfer of risk
The risk of loss or damage to the products that are the subject of the agreement transfers to the buyer at the moment when they are legally and/or actually delivered to the buyer and thus under the control of the buyer or of a buyer to be designated by third parties.
Article 18 Force majeure
Parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or in traffic prevailing views. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which the user cannot exert influence, but as a result of which the user is unable to fulfill his obligations. . This includes strikes in the user's company. The user also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled his obligation. The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damage. will be able to fulfill, and the part fulfilled or to be fulfilled has independent value, the user is entitled to invoice the part already fulfilled or to be fulfilled separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 19 Indemnifications
The buyer indemnifies the user against claims by third parties with regard to intellectual property rights on materials or data provided by the buyer, which are used in the execution of the agreement. If the buyer provides the user with information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 20 Intellectual property and copyrights
Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and powers vested in that user under the Copyright Act. The buyer is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise or otherwise agreed in writing. The designs, sketches, drawings, films possibly created by the user within the framework of the agreement , software and other materials or (electronic) files, remain the property of the user, regardless of whether they have been handed over to the buyer or to third parties, unless otherwise agreed. All documents provided by the user, such as designs, sketches, drawings, films , software, (electronic) files, etc., are exclusively intended to be used by the buyer and may not be reproduced, made public or made known to third parties without the user's prior consent, unless due to the nature of the information provided. much differently. User reserves the right to use any knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 21 Confidentiality
Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by a party or if this results from the nature of the information. If, on the basis of a statutory provision or a court decision, the user is obliged to disclose confidential information to third parties designated by the law or the competent court and the user cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, then the user is not obliged to pay compensation or indemnification and the other party is not entitled to dissolve the agreement on the basis of of any damage caused by this.
Article 22 Non-takeover of personnel
During the term of the agreement as well as one year after termination thereof, the buyer will in no way whatsoever, except after proper business consultation has taken place with the user, employees of the user or of companies on which the user has recourse for the execution of this agreement and who are (or have been) involved in the execution of the agreement, hire them or otherwise, directly or indirectly, have them work for them.
Article 23 Disputes
The court in the user's place of business has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to submit the dispute to the competent court according to the law. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 24 Applicable law
To every agreement between user and the buyer, Dutch law applies. The Vienna Sales Convention is expressly excluded.
Article 25 Amendment, explanation and location of the terms and conditions
In the event of an explanation of the content and purport of these general terms and conditions, the Dutch text thereof shall always prevail.
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