Terms of service

 

GENERAL

These general Terms and Conditions of Delivery and Payment apply to the preparation, content and performance of all agreements entered into with our store, in which our store acts as (potential) supplier of goods and/or services. These Terms and Conditions also apply to agreements entered into hereafter. The applicability of other terms and conditions is exclusively to the agreement concerned.

OFFERS

1. All offers from our store shall be completely without engagement.

2.In the case of composite quotes, partial orders cannot be guaranteed at a proportional price.

3. All specifications shall be given as accurately as possible, but should always be seen as an approximation only, without any obligation of conformity. The same applies to all samples, catalogues, drawings, models budgets, plans and other documents. All materials and information provided as part of an offer shall remain the property of our store and must be returned to our store postage-paid at its first request.

4. If, having requested an offer, the other party does not wish to enter into an agreement, our store shall be entitled to charge all expenses incurred in connection with the offer to the other party. 

 

AGREEMENTS

1. An agreement shall not become effective until it has been accepted in writing by our store, of our store commences performance of the agreement.

2. The text of the contract and/or the order confirmation shall include the entire agreement. Additions and/or amendments to the agreed performances shall only take effect upon written acceptance by our store, or after our store has commence such performance. our store shall be entitled to charge for all additions and amendments at the prevailing rates and adjust the agreed delivery time accordingly. our store will not warrant that the goods are suitable for the purpose for which the other party wishes to use them, not even if this purpose has been indicated to our store.

3. The other party shall be obliged to supply our store with all relevant information, document and materials which may reasonably considered to be necessary for the proper performance of the agreement, both prior to and during the performance of the agreement. If our store is of the opinion required relevant information is not provided, our store shall be entitled to suspend its obligations under the agreement.

4. If it is of the opinion that the involvement of such parties will be conducive to the proper performance of the agreement, our store shall be entitled to involve third parties in the performance of the agreement.

5. In the case of agreements involving more than one person, each of them shall be jointly and severally liable.

6. The other party is not entitled to transfer its rights and obligations under the agreement to third parties. This consequently prohibits transfer by property law.

 

PRICES

1. Unless otherwise agreed upon, the prices stated are for delivery form our warehouse/offices (ex works), are excluding VAT and other levies imposed by the government, and also exclude costs not specifically stated in the agreement, such as packaging, transport, loading, unloading and insurance.

2. If wages or costs of production or materials should increase after agreement has been concluded, our store shall be entitled to charge such increases on to the other party. In the case of increases in excess of 10% within three months of the conclusion of the agreement, our store shall notify the other party in advance. The other party shall then be entitled to cancel the agreement in writing at no cost, unless our store nevertheless wished to continue the agreement at a reduces rate, or without an increase.

 

CANCELLATION

In the event that the other party wishes to cancel the agreement, our store shall be entitled to charge 15% of the agreed overall price as cancellation costs. our store reserves the right to claim compensation in full for all losses of capital and other losses. our store shall never be obliged to accept a cancellation.

 

INSPECTION AND AUDIT

The other party has the right to inspect and/or control the process with regard to the production of goods, if such a right is agreed upon in writing with formation of the agreement and a confidentiality and/or nondisclosure agreement is concluded. De costs of inspections and/or control shall be borne by the other party.

DELIVERY AND RISK

1. All deliveries shall be from our warehouse/offices (ex works), unless agreed upon otherwise. The risk transfers to the other party at the moment of delivery. Goods shall be considered to have been delivered as soon as they are ready for transport at our premises. Services shall be considered to have been delivered as soon as our store has notified the other party.

2. If the goods and/or services to be delivered consist of separate components, our store shall be entitled to make partial deliveries and to invoice for each such partial delivery separately.

3. our store shall be entitled to deliver goods which differ slightly form the agreement, provided this results in an equal or better result for the other party.

4. The terms of delivery stated have been estimated as accurately as possible, and our store shall make every effort to comply with them; however, the should only be regarded as approximate. The term of delivery shall commence only upon receipt of all relevant information, materials, advance payments and confirmation of L/Cs.

5. our store shall inform the other party if the term of delivery is likely to be exceeded, and state the new delivery time. If our store fails to do so, the other party may set a reasonable new delivery tam in writing. If a term of delivery is exceeded, our store shall never be liable to pay any compensation whatsoever; however, after a period of four weeks following written notice of default, the other party shall be entitled to (partially) dissolve the agreement in writing if the late delivery is attributable to our store and performance of the non-fulfilled part of the agreement cannot reasonably be expected of the other party.

6. The other party shall be obliged to accept the goods on the agreed date of delivery. Should the other party fail to accept the goods delivered on the agreed date of delivery, our store shall be entitled to store the goods or have tem stored at the other party’s risk and expense, and/or to consider the agreement null and void after a period of seven days, and to charge the other party accordingly.

 TRANSPORT

1. At the request of the other party or if the proper performance of the agreement so requires, our store may arrange for the transport of the goods delivered to the other party’s registered address or another address specified by the other party.

2. All transport shall be at the risk and expense of the other party, unless agreed upon otherwise. The other party is obligated to take out adequate insurance at all times. The other party is obliged at all times to submit on first demand to our store a copy of the policy of insurance which proofs the coverage of this insurance. our store is obliged to suspend its obligations under the agreement as long as the other party has not shown evidence of proper insurance to our store. our store is not liable for any damage of the other party resulting from such a suspension.

3. The means of transport, transporter, packaging and route shall be determined by our store in its best estimation, unless the other party has given explicit instruction sin this respect and agreed to bear any additional costs involved.

RETENTION OF TITLE

1. All goods delivered shall remain the property of our store until the other party has performed in full all its obligations to our store by virtue of any deliveries made and to be made, including the obligations arising from the failure to fulfil any undertakings.

2. The other party shall be obliged to keep all goods recognizably as being the property of our store, and to store these separate from other, similar goods.

3. Until the property transfers to the other party, the other party shall not be entitled to create rights in respect of the goods delivered or to give the goods in use to a third party under any title whatsoever.

4. If the goods delivered are to processed, altered or mixed, our store shall immediately acquire a right of co-ownership to the good/goods they are incorporated in, up to an amount equal to the value of the goods delivered.

5. The other party shall be entitled to use or sell the goods delivered only in the course of its normal business operations and in accordance with their purpose. In the event of the re-sales of goods which still are the property of our store, or of goods to which has right of co-ownership, the other party shall be obliged to claim a similar retention of title for the benefit of our store as included in these Terms and Conditions. In the event of the re-sales of goods the amounts receivable by the other party from its customer shall be pledged with notice to the customer, if this situation arises, which means the customer shall include in its invoice or sales agreement the amounts receivable resulting form such an agreement are pledged with notice to the buyer for the benefit of our store and payment must be made into a bank account made available by our store. If such a payment is received by our store, our store shall inform the other party as soon as reasonably possible. our store is always entitled at the moment of delivery following such re-sale, to notify the customer of the other party of this pledge in respect of the amounts receivable by the other party from its customer and demand and receive payment.

6. In the event that the other party fails to fulfil any contractual obligation on time, or has been or is liquidated or dies or applies for a moratorium judicial postponement of payment of debts, or a petition for its winding up or bankruptcy is or has been filed, our store shall be entitled to consider the agreement cancelled by the other party and to demand the return of all goods not or not fully paid for as its property, without notice of detail or judicial intervention being required.

7. Following cancellation and repossession of goods, our store shall be entitled to charge cancellation and repossession costs to the other party, without prejudice to its right to compensation for all loss of capital and other losses.

8. The other party shall immediately give our store at its first request all information and assistance required to enforce rights of pledge and enable our store to gain repossession, subject to a penalty of EUR 1,000 per day. The other party herewith authorizes our store irrevocably to enter all sites and buildings where its goods may be stored, or t have third party enter these.

INDUSTRIAL PROPERTY RIGHTS  

1. our store shall retain all industrial and/or intellectual property rights on deliveries, relating to drawings, models, brands, copyright, product specifications, design, packaging, software etc. By entering into agreement the other party agrees to refrain from all breaches of our industrial/intellectual property rights, even if no registration of such has taken place, as well as to make every effort to prevent or terminate breaches by third parties. The other party is not allowed to use acquired information in any other way but in the proper performance of the contract.

2. Without prior written approval of our store, the other party is not allowed to alter goods delivered in whole or in part or provide them with another brand name.

3. The other party guarantees that the assignment or information it has provided does not breach any rights of third parties or statutory regulations, and fully indemnifies our store against all claims by third parties.

GUARANTEE

1. our store will only provide a guarantee if this is agreed upon writing. Any manufacturers’ warranties on goods acquired from third parties will be provided to the other party subject to the applicable regulations.

2. The guarantee provided expires if the other party uses the goods delivered other than in accordance with instructions and for their purpose, or does not properly use, maintain, repair or alter them, or fails to fulfil its obligations under the agreement.

 COMPLAINTS

1. The other party is obliged to check all goods and services immediately upon receipt for visible defects damage and shortcomings, and to report such to our store immediately in writing. All other complaints concerning goods or services delivered or invoices must be reported to our store in writing within 8 working days. The grounds for the complaint must be stated correctly and in full detail, accompanied with evidence. If the other party complaints, our store shall be provided an opportunity for a local inspection of the goods within 8 working days. The other party shall make the necessary facilities available free of charge.

2. If no complaint is received within the above period and/or when the goods delivered are processed, the delivery or invoice shall be considered to have been accepted and all rights to lodge complaints in this respect shall lapse.

3. If a complaint is judged by our store to be founded, our store shall deliver the agreed performance within a reasonable term unless our store chooses to credit the other party for the performance or partial performance concerned. If our store chooses to credit the other party, the other party’s obligation to pay will be suspended, maximum to the amount equal to the credit amount.

4. If our store rejects a complaint lodged within the prescribed period, and the other party presses its claim, our store is entitled to have an independent expert or inspection institute draw up a report. Such report shall be binding on both parties and the costs involved shall be for the account of the party which is found to be in the wrong.

5. In the case of unfounded or late complaint, our store shall be entitled to charge all costs incurred in this respect to the other party.

6. The return of goods delivered shall take place at the risk and expense of the other party, subject to the prior written approval of our store and the conditions set by our store in this respect.

 LIABILITY

1. All goods and services shall be delivered by our store to the best of its ability, though our store will never accept liability for any damages whatsoever, including but not limited to direct loss or damage, indirect loss or damage, loss of profit, loss of goodwill and loss or damage to third parties. The other party is advised to take out sufficient insurance.

2. All advice is issued by our store in good faith, but remains free of obligation and our store accepts no liability for the consequences.

3. The other party shall be obliged to indemnify our store against all claims for compensation by third parties.

4. All employees of our store and third parties brought in by our store may refer to these provisions, as if they themselves were party to the agreement.

5. The stipulations in this section shall apply to the liability of our store, undiminished by imperative law, for example with regard to the possible compensation of damage as a direct result of gross negligence or intent of our store.

DEFAULT AND DISSOLUTION

1. In the event that the other party fails to fulfil any contractual obligation on time, or has been or is liquidated or dies or applies for a moratorium judicial postponement of payment of debts, or a petition for its winding up or bankruptcy is or has been filed or its assets are attached, our store can declare all or part of all amounts owed by the other party to our store immediately payable in full and our store shall have the right to dissolve all agreements without notice of default or judicial intervention being required, to suspend further deliveries and/or claim payment in full of all receivables, without prejudice to our right to compensation in full for all loss of capital and other losses. 

RETENTION

Should the other party fail to fulfil its obligations, or to provide adequate security, our store shall have the right to retain all goods which are in its custody and control on behalf of the other party. our store shall also have this right of retention for any outstanding amounts of the other party in relation to previous agreements. 

PAYMENT

1. Unless otherwise agreed upon, all payments must be transferred to a bank or giro account to be stated by our store within 30 days of the date of invoice. The other party is not entitled to any suspension, reduction, sett-off or attachment by a debtor in respect of a counterclaim against our store, unless and insofar specifically agreed to by our store in writing.

2. The other party shall be in default, without notice being required, by the mere failure to observe the agreed payment period; all discounts granted shall immediately lapse with retrospective effect.

3. Payments must be made in the currency specified in the agreement or, if no currency is stated, in the currency in which the invoices are drawn up.

4. All payments – irrespective of other instruction – shall be applied as follows: first (extra-)judicial land other legal costs incurred, subsequently interest due and then the oldest invoice outstanding.

5. On the first request of our store, both prior to and following the conclusion of each agreement, the other party is obliged to provide in, and if necessary supplement, all securities in any by our store requested form, to ensure the correct fulfilment of all obligations of the other party, or to pay all or part of the outstanding amounts in the manner determined by our store. If the other party does not provide in the requested securities within a term set out in a written request from our store, and if this is not done, within a fortnight after our aforementioned written request, our store is entitled to postpone all it’s obligations and all amounts owed by the other party to our store shall become immediately payable in full. 

INTEREST AND COSTS  

1. In the event that all the agreed payment term is exceeded, the other party shall be liable to pay interest at a rate of 1% per month on all outstanding amounts, with part of a month being counted as a whole month.

2. All collection charges shall be for the other party’s account. The extrajudicial costs will amount to at least 15% of the total claim including interest. 

 FINAL PROVISIONS

1. If and to the extent that any conditions of a contract or these Terms and Conditions is declared null land void, the legal stipulation which is most similar to the import of the condition concerned will replace this. The other conditions will remain in full force.
2. our store shall be entitled to amend its conditions of trade. New Terms and Conditions of Delivery and Payment will take effect the moment that the other party is notified of such.