General terms and conditions

Article 1 Definitions

In these general terms and conditions the stated terms will have the following meaning:

  • - user: the person using these general terms and conditions.
  • - client: the person with whom the user has entered into an agreement, to which these general terms and conditions apply.
  • - in writing/written: written legal acts of the client include electronic acts, on the understanding that the latter is solely accepted by the user after his written and/or electronic confirmation thereof.

Article 2 Applicability

  1. These general terms and conditions apply to all offers and agreements of the user. Deviations from and/or supplements to these conditions apply only if they have been agreed between the user and client in writing and solely for that agreement with regard to which deviating stipulations were accepted. Any general terms and conditions of the client are not accepted by the user, unless explicitly stated otherwise by the user in writing.
  2. The right of the user to engage third parties for the execution of the agreement with his client does not affect the applicability of these general terms and conditions to the relevant agreement between the user and the client.
  3. If any provisions of these general terms and conditions are null and void or declared void, the other provisions shall continue to remain in full force.

Article 3 Offers

  1. Offers by the user are without obligation, indivisible and, with due observance of the subsequent article, shall remain valid for a period of thirty days of the offer date, unless stated otherwise in the offer.
  2. Except in the event of manifest errors in the offer, the user shall be bound by the offer, provided the written acceptance thereof by the client has reached the user with the term referred to under paragraph 1.
  3. Reservations or changes in the acceptance of the offer made shall be subject to the written approval of the user.

Article 4 Price

  1. The sale prices stated by the user are expressed in Euros and inclusive of high rate VAT as applicable at the time the agreement was concluded, yet exclusive of the costs of transport, packaging, delivery and installation, unless explicitly agreed otherwise by the parties in writing.
  2. The user has the right to adjust the price agreed between the parties, if the costs of raw materials, transport, wages or otherwise have changed after the offer was made, regardless of whether these changes could have been foreseen. In that instance, the client shall be entitled to terminate the agreement, unless a start has been made in the execution of the instruction.

Article 5 Payment

  1. The client is obliged to pay the purchase price upon delivery in a manner indicated by the user, unless the invoice states otherwise. The user is entitled to charge the client a maximum of half the sale price in advance.
  2. The client is not allowed to deduct or set off any amount from or against a counterclaim brought by him.
  3. If the client fails to pay in time, he shall be in default by operation of law and, from that moment on, owe default interest of 1.5% per month, including any part of a month, on the outstanding amount.
  4. If the user - due to the client failing to fulfil his obligations - uses extrajudicial measures in order to collect the funds, the actual costs incurred by the user shall be at the expense of the client, subject to a minimum of 15% of the amount to be collected.
  5. Payments made by the client shall be allocated to settle the costs referred to in paragraph 4 first, subsequently to settle the default interest referred to in paragraph 3 and finally to settle the principal sum. If the clients has multiple outstanding invoices at the user, payment of the principal sum shall be allocated to the oldest invoice first.

Article 6 Delivery and risk

  1. Delivery shall be ex works / ex warehouse, unless explicitly agreed otherwise between the parties. From the moment of delivery, the goods are at the expense and risk of the client.
  2. The delivery periods referred to in the offer and agreement are approximates and therefore no final deadlines. Exceeding the delivery periods entitles the client to terminate the agreement entered into between the parties, subject to the client having given the user written notice of default and a reasonable period to fulfil his obligations at a later date.
  3. The client undertakes to take delivery of the moveable goods purchased the moment they are delivered to him, as well as to provide the information required to make the delivery. The client must inspect (or arrange for an inspection of) the goods upon delivery, or as soon as possible thereafter, to ensure that the goods delivered are in accordance with the agreement.
  4. If the client fails to meet the requirement stated in the first sentence of paragraph 3, the goods shall be stored at the expense and risk of the client.

Article 7 Termination

  1. The user is entitled to terminate the agreement without notice of default or judicial intervention and/or to suspend his contractual obligations with the client, without the use being obliged to pay any compensation, provide guarantees or otherwise, if:
    • - the client is declared insolvent, has been granted a moratorium on payments or if the user has obtained other information that provides justifiable grounds to believe that the client shall not (be able to) fulfil his obligations;
    • - the client, despite a request from the user to that end, has failed to give (sufficient) security in respect of fulfilling his obligations.
  2. As a result of the termination, any mutual claims become immediately due and payable. The client is liable for the damage or loss suffered by the user, including loss of profits and costs already incurred by the user.

Article 8 Retention of title

  1. Despite the transfer of risk to the client, the user remains the owner of all goods delivered by him at any time until the purchase price and all other payable claims the user may have against the client, for whatever reason, including default interest and extrajudicial costs, have been paid.
  2. If the user has justifiable grounds to believe that the client shall not fulfil his obligations by virtue of the agreement, the user is entitled to repossess the goods.
  3. The client is not allowed to sell, pledge or otherwise encumber goods that are subject to retention of title of the user, or to remove these (or have these removed) from his business grounds in any way.
  4. f a third party wishes to exercise rights to goods which are subject to retention of title of the user, the client shall immediately notify the user thereof, in writing.

Article 9. Warranty

  1. The scope of the warranty with regard to reliability of a product supplied by the user, yet manufactured by a third party, is limited to the warranty issued by the relevant party to the relevant product.
  2. The warranty includes repair by the user of the item, free of charge, or replacement of (part of) the item, if beyond repair, all this at the discretion of the user. The client must give the user a reasonable term to repair or replace the item, before arranging for a third party to do this.
  3. The warranty does not apply, if:
    • - the client fails to notify the user of the defect within 8 days of delivery, or within a reasonable period within which he ought to have discovered the defect, by registered letter;
    • - the client is in default;;
    • - a term of six months after the delivery date has expired;
    • - the client handles the delivered goods contrary to the instructions of the user or otherwise without due care and attention;
    • - the client arranges for the delivered goods to be repaired or modified by a third party, without the approval of the user.

Article 10 Liability

  1. Without prejudice to the provisions of article 9 (warranty), the user cannot be held liable for any damage, regardless of the nature thereof, except for damage caused by the intent or gross negligence on the part of the user.
  2. Liability is in any case limited to the amount paid out by virtue of the liability insurance per incident or, if the insurance does not cover the damage and the user is liable, to an amount equal to twice the invoice value of (that part of) the agreement to which the liability applies.

Article 11 Force majeure

  1. The user is entitled to suspend his obligations towards the client, during the period in which he is unable to fulfil these due to force majeure.
  2. Force majeure on the part of the user applies in the event of circumstances that must be reasonably deemed to prevent the (timely) performance of the agreement. This explicitly includes the case of the supplier of the user failing to (timely) deliver the goods sold to the client to the user.
  3. If force majeure causes the delivery to be delayed by more than two months, both the user and the client shall be entitled to terminate the agreement. In that case, the user shall be entitled to compensation of only the costs incurred by him.
  4. If force majeure occurs while the agreement has been partly executed, the user, if force majeure delays the remainder of the delivery by more than two months, is authorised to charge the purchase price for the part of the goods previously delivered, unless the client can demonstrate that the part of the goods previously delivered can no longer be used by the client effectively as a result of non-delivery of the remaining goods.

Article 12 Quality and description

  1. If the user has shown or provided a model, sample or specimen, this shall be considered by way of indication only: the properties of the goods to be delivered may differ from the sample, model or specimen, unless it has been explicitly stated that the goods delivered shall be in conformity with the model, sample or specimen shown or provided.

Article 13 Legal technical requirements

  1. The user guarantees that the design, composition and the quality of the goods, which must be delivered by virtue of the offer, meet all requirements set by the relevant and applicable Dutch legislation and/or other government regulations in force at the time the agreement is concluded, in all aspects.
  2. If the client attaches technical requirements to the goods to be delivered other than the normal, commonly accepted requirements, the user must be notified thereof in writing, prior to concluding the agreement.

Article 14 Intellectual property rights

  1. All intellectual and industrial property rights to the designs, drawings and other goods developed by virtue of the agreement or made available, are vested exclusively in the user.

Article 15 Applicable law and disputes

  1. This agreement is subject to Dutch law. The applicability of the Vienna Sales Convention is hereby explicitly excluded.
  2. All disputes between the user and client, arising directly or indirectly from an agreement between them, shall be submitted for assessment to the competent court having jurisdiction within the place of business of the user, except if the client - within one month of the user invoking this article - informs him to submit the dispute for settlement to the court which has jurisdiction according to the law.

These General Terms and Conditions were filed with the Chamber of Commerce and Industry in Amsterdam, under file reference number DS 35029159, on 7 January 2007.

Art. 16 Cancellations

  1. A cancellation fee of 30% of the total amount of the order will be charged to the customer when an order is cancelled unless otherwise agreed by both parties when the contract was concluded. The percentage referred to in the previous sentence is 50% if cancellation of the contract by the buyer takes place when the buyer has already been informed that delivery or partial delivery of the order can take place.
  2. The percentages in the preceding paragraph are fixed unless the owner can prove that the damages are higher, or that the customer can justify that the damages are less.