Article 1 : Definitions
In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise.
Seller : the seller of the general terms and conditions. Buyer : the other party to the seller acting in the course of a profession or business.
Agreement : the agreement between seller and buyer.
Article 2 : General
The provisions of these general terms and conditions apply to every offer and every agreement between the seller and a buyer to which the seller applies these
conditions to the extent that these conditions have not been deviated from expressly and in writing by the parties.
If one or more provisions of these general terms and conditions are null and void or may be annulled, the remaining provisions of these general
conditions apply in full. Seller and buyer will then discuss which new provisions to replace the void or
annulled provisions will be used taking into account the original provision.
Article 3 : Offers and tenders
All offers are completely non-binding and valid for 30 days from the date, unless otherwise agreed.
The seller is bound by the offers only if the buyer has responded in writing within 30 days.
Delivery times in offers by the seller are indicative and if exceeded do not entitle the buyer to rescission or damages.
The prices in the mentioned offers and quotations are exclusive of VAT and ex works.
A compound quotation does not oblige the seller to deliver part of the goods included in the offer or quotation at a corresponding part
of the quoted price.
Offers or quotations do not automatically apply to repeat orders.
Article 4 : Execution of the agreement
Seller will execute agreement to the best of its knowledge and ability.
The buyer shall ensure that all data, which the seller indicates to be necessary or which the buyer should reasonably understand to be
necessary for the performance of the agreement shall be provided to the seller in good time. If the
data have not been provided to the seller on time, the seller has the right to suspend the performance of the agreement and/or to pay the costs resulting from the delay.
resulting additional costs according to the usual rates to be charged to the buyer.
The seller shall not be liable for damage of any kind due to the fact that the seller has relied on incorrect and/or incomplete data provided by the buyer,
unless this inaccuracy or incompleteness should have been known to the seller.
If it has been agreed that the agreement will be performed in phases, the seller may carry out those parts that belong to a subsequent phase
suspend until the buyer has approved in writing the results of the preceding phase.
The Buyer indemnifies the Seller against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the Buyer.
attributable.
Article 5 : Delivery
Delivery shall be ex seller's factory.
The Buyer shall be obliged to take delivery of the goods at the time the Seller delivers them to him or has them delivered, or at the time when, according to
the agreement are made available.
If the buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to sell the goods
store at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs. These will then be invoiced separately.
If the seller requires information from the buyer in the context of the execution of the agreement, the delivery period shall commence after the buyer has provided the seller with this information.
made available.
If the Seller has stated a delivery period, this shall be indicative. A stated delivery time is therefore never a deadline.
The seller is entitled to deliver the goods in parts, unless this has been deviated from accordingly or the partial delivery has no independent value.
The seller is entitled to invoice the thus delivered goods separately.
Article 6 : Examination, complaints
The Buyer is free to examine the delivered goods, or have them examined, within 14 days at the time of delivery. In doing so, the buyer must examine whether the quality and quantity of
the delivered product corresponds to what has been agreed and meets the requirements applicable to it.
Any visible defects or shortages must be reported to the seller in writing within three days of delivery. Non-visible defects or shortages
should be reported in writing within three weeks of discovery.
If the buyer complains, the buyer remains obliged to take delivery of and pay for the goods purchased. If the buyer wishes to return defective goods, it shall do so with
prior written consent of the seller in the manner specified by the seller.
Article 7 : Fees, price and costs
If the seller has agreed a fixed sales price with the buyer, the seller is nevertheless entitled to increase the price.
Seller may, inter alia, pass on price increases if significant price changes have occurred between the time of offer and execution of the agreement
gained with regard to, for example, exchange rates, wages, raw materials, semi-finished products and packaging materials.
Article 8 : Modification of the agreement
If, during the performance of the agreement, it appears that for proper performance it is necessary to change the work to be performed and/or
supplement, the parties shall amend the agreement in good time by mutual agreement, affecting delivery time.
If the amendment and/or supplement to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in advance.
Article 9 : Payment
Payment must be made no later than 30 days after the invoice date. Objections do not suspend payment obligations.
If the buyer fails to make payment within the thirty-day period, the buyer is legally in default. Buyer shall then owe interest
of 1% per month unless the statutory interest rate is higher.
Interest on the amount due and payable will be calculated from the moment the buyer is in default until the moment the full amount is paid.
In the event of liquidation, bankruptcy, attachment or suspension of payments of the buyer, the seller's claims shall be immediately due and payable.
The Seller is entitled to apply the payments made by the Buyer firstly to reduce the costs, then to reduce the open cases
interest and finally in reduction of the principal sum and current interest. The Seller may, without thereby being in default, refuse an offer of payment,
if the buyer designates a different order of attribution.
The seller can refuse full repayment of the principal sum if this does not include the interest that has fallen due and current interest as well as the costs.
Article 10 : Retention of title
All items delivered by the seller such as drawings, photos, software, (electronic) files, etc. shall remain the property of the seller at all times.
The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft.
Items delivered by the seller may not be resold and may never be used as a means of payment.
Article 11 : Warranty
The seller guarantees that the goods to be delivered meet the usual requirements and standards that can be set for them and are free of any defects whatsoever.
The said guarantee does not apply if the use has arisen as a result of injudicious or improper use or if without the written consent of
seller, purchaser or third parties have made or attempted to make alterations to the item or have used it for purposes as a result of which
the case is not intended.
Article 12 : Collection costs
If the buyer is in default or breach of one or more of his obligations, all costs incurred to obtain satisfaction out of court shall be for
account of the purchaser
If the buyer defaults in the timely payment of a sum of money, he forfeits an immediately payable penalty of 10% on the amount still due.
This with a minimum of €350.00.
If the seller has incurred higher costs, these are also eligible for reimbursement.
Any reasonable legal and execution costs incurred shall also be borne by the buyer.
The buyer shall owe interest on the collection costs incurred.
Article 13 : Suspension and dissolution
Seller is authorised to suspend the fulfilment of the obligations or to dissolve the agreement if
A- buyer does not fulfil or does not fully fulfil its obligations under the agreement.
B- after the conclusion of the agreement the seller fears that the buyer will not fulfil the obligations.
C- Buyer was requested to provide security for its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient.
Furthermore, the seller is authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise which are of such a nature that compliance with the agreement requires compliance with the agreement.
impossible or can no longer be required in accordance with the requirements of reasonableness and fairness, or if circumstances arise which are otherwise of such a nature that they can no longer be required.
that unaltered maintenance of the agreement cannot reasonably be expected.
If the agreement is dissolved, the seller's claims against the buyer are immediately due and payable. If the seller fails to fulfil its obligations
suspended, it retains its claims under the law and the agreement.
Seller reserves only the right to claim damages.
Article 14 : Return of items made available
If the seller has made goods available to the buyer in the execution of the agreement, the buyer is obliged to return the delivered goods within 14 days in their original
condition, free of defects and to return it in full. If the buyer fails to fulfil this obligation, all costs arising hereafter shall be for his account.
If, for whatever reason, the buyer still remains in default after a reminder to that effect, the seller is entitled to the resulting damage and costs,
including replacement costs, from the buyer.
Article 15 : Liability
If goods delivered by the seller are defective, the liability of the seller against the buyer is limited to what is regulated under “Guarantees” in these terms and conditions.
If the seller is liable for direct damage, such liability shall never exceed the invoice value from which the direct damage arose.
Direct damage means exclusively:
A- the reasonable costs of the cause and extent of the damage insofar as the determination relates to the damage within the meaning of these conditions.
B- any reasonable costs incurred to make the seller's defective performance conform to the agreement, unless this defect cannot be attributed to the seller
can be attributed
C- reasonable costs incurred to prevent or limit damage insofar as the buyer demonstrates that these costs led to the limitation of direct damage as
referred to in these general terms and conditions
The Seller shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
Article 16 : Force majeure
The parties are not obliged to fulfil any obligations if they are prevented from doing so due to a circumstance that is not due to fault.
In these general terms and conditions, force majeure means, in addition to what is understood in that field in the law and jurisprudence, all external causes,
foreseen and unforeseen, which the Seller cannot influence, but which prevent the Seller from fulfilling its obligations.
The seller also has the right to invoke force majeure if the circumstances preventing performance.
Insofar as, at the time of the occurrence of force majeure, the seller has already partly fulfilled its obligations under the agreement or will be able to fulfil them
seller is entitled to invoice separately the part fulfilled or to be fulfilled respectively.
Article 17 : Indemnifications
The buyer indemnifies the seller against third-party claims relating to intellectual property rights on materials or data provided by the buyer that are used at
the agreement are used.
If the buyer provides information carriers, electronic files or software etc. to the seller, the seller guarantees that they are free of viruses and defects.
Article 18 : Intellectual property and copyrights
Seller reserves the rights and powers of the Copyright Act.
The designs, drawings, software, photographs, patents, article designation, if any, created by the seller within the framework of the agreement
and other materials or (electronic) files, remain the property of the seller, regardless of whether they were made available to the buyer or to third parties,
unless otherwise agreed.
Article 19: Applicable law
Any agreement between the seller and the buyer shall be governed by Dutch law.
Article 20 : Disputes
The court in the seller's place of business shall have exclusive jurisdiction to hear disputes, unless the cantonal court has jurisdiction.
Nevertheless, the seller is entitled to submit the dispute to the court with jurisdiction under the law.