Terms and Conditions

Article 1. APPLICABILITY

These terms and conditions apply to every offer, agreement, acquisition or sale, and delivery of all goods and services, which are offered by the vendor, unless explicitly agreed upon different conditions beforehand. The buyer accepts the applicability of these conditions by sending an order. General or buyer specified conditions of purchase are not accepted buy the vendor, and are not applicable on the offerings, agreements, and delivery which these terms and conditions entail, unless the conditions of purchase are declared applicable by the vendor (and, if the vendor is a legal entity, by a manager) in writing on some kind of transaction. Acceptance of this way of applicability of these purchasing conditions, shall in no way mean, that these purchasing conditions are applicable on other transactions between buyer and vendor. The other conditions of these terms and conditions remain unabated enforced, if an offer and/or agreement between buyer and vendor of the offers and or agreements entailed by these terms and conditions contains different conditions, without the specific agreement upon these conditions beforehand.

Article 2. TENDERS, ADVICES AND ORDERS

All tenders are non-binding, and the vendor is bound to the net prices specified in the tender offer for a period of 14 days, starting from the moment of submission of said tender offer. All prices are net cash, without discount, excluding the taxes due at the time of delivery. An order will be delivered conform the prices valid at the moment of order if said order is placed without the explicit agreement upon a price, regardless of earlier tenders or prices. A 10% backlash is allowed for every agreed upon quantity, with the consequence that the buyer is obliged to receive and pay 10% more or less, with a minimum of 1 kg or 1 liter. The vendor maintains the right to reject orders if he is not held to the concerning tender. In that case he is obliged to notify the buyer within 5 working days from the reception of the order.

Article 3. DELIVERY

The vendor has fulfilled his obligation of delivery if he has offered the goods to the buyer once, on the agreed upon time. If the buyer refuses to accept the goods, the report of the party that has taken care of the transport suffices as proof of delivery. In that case, the costs of returning and storing the goods, and other necessary costs are all for the buyer. The offer to deliver then equals delivery. The vendor will store these goods 30 days after the buyer refuses to receive the goods. He will notify the buyer that these goods can be picked up after cash payment. After these 30 days the vendor has the right to sell these goods to third parties or use the goods in any other way. A term of 4 months applies to orders on call if no other term is agreed upon, starting when both parties agree upon sale. The vendor has the right to demand these goods either after these 4 months, or after the prespecified term, without adhering any credit term.

Article 4. DELAYED DELIVERY

The buyer has no right to any compensation or annulment of the agreement as a consequence of delayed delivery (provided this delay is within the reasonable). The buyer has the right to annul the purchase agreement without any legal intervention, if, after the agreed upon term of delivery, no delivery has taken place, and the buyer has explicitly and in writing notified the vendor that this term can in no circumstance be transgressed. In that case, the buyer has the right to a compensation, unless in the case of force majeure on the side of the vendor. The vendor is obliged to promptly notiy the customer in writing. Agreed upon delivery dates are targets, unless explicitly agreed upon otherwise.

Article 5. FORCE MAJEURE

Force majeure entails the following: every circumstance the vendor could not anticipate on at the time of agreement, that influences the usual execution of the agreement, as to be expected by the buyer, like: war or threat of war, with the Netherlands indifferent or either directly or indirectly involved, total or partial mobilization of armed forces, state of siege, rebellion, sabotage, floods, fire or other destructions in factories or warehouses and other causes, as well as suppliers or producers who cannot fulfill their duties to the vendor, either fully or partially, irrelevant on which grounds. The vendor has the right to annul the agreement, without the obligation to compensate the buyer in the case of force majeure.

Article 6. ADVANCE PAYMENT/SECURITY

The vendor at all times maintains the right to demand advance payment or security by the buyer before delivering or continue delivery. The obligation to deliver expires if the buyer defaults the requested advance payment or security, while the vendor maintains the right to demand reimbursement for all damages, costs and interest by the buyer.

Article 7. RETENTION OF OWNERSHIP

All goods remain the sole property of the vendor until all earlier claims of this or previous deliveries of the vendor to the buyer fully have been fulfilled by the buyer. The vendor can instantaneously reclaim the goods if the buyer has not fulfilled aforementioned earlier claims or if the vendor has reason to believe that the vendor will not fulfill these claims. The costs accompanied by the reclaim of the goods will be charged to the buyer. The buyer will be credited based on the current value of goods upon reclaim, with a maximum of the initial invoice value. The in this article stipulated retention of ownership does not affect the risk of use and storage of the delivered goods, in the broadest sense, which fully lies with the buyer from the moment of actual delivery onwards.

Article 8. PACKAGING

Merely packaging that has been returned within six months after the moment of billing, free of delivery cost gives the buyer the right to reimbursement of charged value, provided that this packaging is in good condition and was charged on the original invoice. The buyer will be notified of any disapprobation of packaging within 30 days of the receipt, whereupon this packaging will be at the buyers disposal for the duration of one week, after which the vendor is free to dispose of this packaging without any compensation to the buyer whatsoever. Packaging that was not separately charged on the invoice will not be taken back.

Article 9. INTELLECTUAL PROPERTY RIGHTS

The vendor maintains the right to equip goods with his own name and brand. The buyer acknowledges that intellectual property rights (author rights, patent rights, brand rights, trademark rights etcetera) with respect to the goods bought form the vendor, or with respect to the matters made available by the vendor, such as technical information sheets, advertising material etcetera remain at all times with the vendor, or with one of the companies of the group of which the vendor is a member. The buyer will respect these rights and is bound in this matter to act as instructed by the vendor. If the buyer takes notice of any intrusion of the intellectual property rights, as mentioned in this article, the buyer is obliged to immediately notify the vendor. The buyer is not allowed to use any brand or other distinguishing sign of the vendor as (a part of) an internet domain name or alphanumeric phone number. The buyer grants the vendor the right to store all (sales) data from the vendor in a database. All rights to this database remain with the vendor.

Article 10. COMPLAINTS

1. Any complaint, of any kind, does not adjourn the buyers obligation to pay, and can only expressed to the vendor in writing, within the terms as mentioned in this paragraph.
2. No complaint is admissible when the buyer already has resold or processed goods, while the claimed defect could have been noted after simple check of the goods.
3. Complaints concerning shortcomings, wrongful layout, weight, numbers or concerning the packaging can only be made up until 14 days after the delivery of goods.
4. Complaints concerning the quality of goods can only be made within 14 days of discovery of the flaw, yet by no means later than six months after delivery of goods.
5. The obligation of the vendor to reimburse damages with respect to unsoundness of delivered goods, for documentation, processing and other reports, guidance and inspection, will never transcend the amount of three times the total invoice amount of the delivered goods of which the unsoundness has been proven. In no way is the vendor responsible for any consequential damages, however called and by whomever suffered.
6. The buyer has the obligation to prove that the goods, covered by the complaint, are the same goods as delivered by the vendor.

Article 11. PAYMENT

1. The buyer is obliged, unless otherwise agreed upon in writing, to pay invoices within 30 days of the invoice date, without deduction of any discount. Any acquittal with any claims on the vendor is not allowed.
2. Any late payment surcharge is deemed to be included in the total invoice amount, if this late payment surcharge is explicitly mentioned in the invoice. The late payment surcharge can only be deducted from the total invoice amount if the amount due for the remainder has been paid within the agreed upon term after the invoice date.
3. If the buyer does not pay the invoice due within the agreed upon term, then the buyer is obliged to pay interest of at minimum 1% of the total invoice amount for every month or a part thereof, with which the term has been exceeded. The vendor has the right to claim interest based on article 6: 119 a. B.W., if at any time the legal interest ex article 6: 119 a. B.W. exceeds the interest owed under the interest clause in this section, where interest will be charged as indicated in aforementioned article.
4. Only payments that have been fulfilled according to the procedures of the vendor. The vendor has the right to debit received payments on outstanding invoices, expired interest or the oldest outstanding invoices, even if the buyer has indicated that a payment was meant to be debited at a certain specific invoice, or if the payment indicated that the buyer aimed to fulfill a certain invoice.
5. The vendor has the right to claim the amount that rightfully belongs to the vendor, without the need to present any exhortation to pay, if the buyer defaults through transgression of the term of payment. The vendor has the right to annul all agreements with the buyer if the buyer does not meet the obligations settled in the agreement between vendor and buyer, or if a moratorium of payment is granted to the buyer, or if the buyer is declared bankrupt.
6. The vendor is at liberty charge the buyer all costs, caused by non-payment, both legal and non-legal collection costs, on top of the amount owed by the buyer.
7. Non-legal collection costs are owed by the buyer if the vendor has made use of third parties to collect the amount due. Non-legal collection costs amount to 12% of the amount owed by the buyer, namely the total invoice amount plus the interest due according to section 3 of this article, with the condition that these collection costs will be at least €11.50. If the buyer pays the invoice amount due, plus the interest due, plus the non-legal costs of collection within 14 days of the day of the exhortation of payment by a third party, then the non-legal collection costs amount to 5% of the amount owed by the buyer, namely the total invoice amount plus the interest due according to section 3 of this article.
8. The vendor has no obligation whatsoever to prove that he has paid any non-legal collection costs. The buyer has the obligation to reimburse the total invoice amount, together with corresponding legal or non-legal costs, as well as the application for bankruptcy of the buyer by the vendor, if the vendor demands bankruptcy of the buyer.

Article 12. APPLICABLE LAW AND LICIT JUDGE

1. Only the Dutch law applies to the rights, obligations, offers, orders, agreements and deliveries that are covered by these terms and conditions, as well as to these terms and conditions.
2. Every dispute between parties will be submitted to a licit judge in the Netherlands.