Terms & conditions
Version 1.3 dated 01-01-2019
THIS IS A TRANSLATION. THE ORIGINAL DUTCH VERSION IS LEADING
GENERAL TERMS AND CONDITIONS Band en Batterij Service BV - Zandrug 52 - 8266 LE Kampen - Registration number Chamber of Commerce in Amsterdam 65027922
ARTICLE 1: DEFINITIONS
In these General Terms and Conditions, the following terms are used in the following sense, unless explicitly stated otherwise: The seller / user: Band en Battery Service BV, which is the user of these general terms and conditions; The buyer / the other party of the user: The buyer acts in the exercise of a profession or business; Parties: The user and the buyer jointly.
ARTICLE 2: APPLICABILITY
These terms and conditions apply to all offers and all user agreements. Other terms and conditions are only part of the agreement concluded between parties if and insofar as both parties have explicitly agreed in writing. Accepting and retaining a quotation or order confirmation, on which reference is made to these terms and conditions, by the buyer without comment, constitutes acceptance of its application. The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions. The General Terms and Conditions of the other party do not apply.
ARTICLE 3: AGREEMENTS
Agreements only become binding by written or digital confirmation from the user. Additions or changes to the general terms and conditions or other changes or additions to the agreement will only become binding after written confirmation by the user.
ARTICLE 4: OFFERS
All offers, quotations, price lists, delivery times etc. of the user are without obligation, unless they contain a period for acceptance. If a quotation or offer contains a non-binding offer and this offer is accepted by the buyer, then the user has the right to withdraw the offer within two working days of receiving the acceptance. Contrary to the provisions of article 6: 225 paragraph 2 of the Dutch Civil Code, the user is not bound by deviations from the user's quotation that occur in the acceptance by the (potential) buyer. Samples and / or models shown and provided are only indicative. No rights can be derived from this, unless the parties have explicitly agreed otherwise in writing. Prices quoted by the user, unless otherwise stated, are based on: based on minimum quantities used by the user; ex warehouse in Dutch currency (Euro) exclusive of transport, packaging, delivery costs, VAT and other government levies. If between the date of conclusion of the agreement and the implementation of the agreement a new price list is issued by the user and comes into effect, then the user is entitled to charge the prices stated therein to the buyer. If the price increase is more than 10%, the buyer has the right to terminate the agreement.
ARTICLE 5: INVOLVEMENT OF THIRD PARTIES
The user is authorized to engage third parties to implement what has been agreed.
ARTICLE 6: DELIVERY AND DELIVERY TIMES
The buyer, from outside the European Union, is charged with all costs for customs formalities, export documents, etc. The user is responsible for drawing up the required documents (or having them drawn up) or handling the necessary formalities, but all this is at the expense of the buyer. Specified deadlines within which goods must be delivered or work must have been performed can never be regarded as a strict deadline, unless explicitly agreed otherwise. In the event of late delivery, the user must therefore be given written notice of default. The user is authorized to demand payment in advance or security from the buyer with regard to the fulfillment of the financial obligations, before proceeding to delivery.
ARTICLE 7: TRANSPORT
Dispatch of ordered goods takes place in a manner to be determined by the user, but at the expense and risk of the buyer, unless agreed otherwise in writing. The user is not liable for damage, of whatever nature and form, that is related to the transport, whether or not suffered from the goods. The buyer must take out adequate insurance against the aforementioned risks. Unacceptable orders or deliveries are stored by the user at the expense and risk of the buyer, all this in accordance with the provisions of article 6.
ARTICLE 8: COMPLAINTS AND RETURNS
The buyer is obliged to inspect the goods immediately after receiving the goods or performing the work. If the buyer finds visible errors, imperfections and / or defects, the buyer must inform the user of this within 24 hours, followed by immediate written confirmation thereof to the user. Undamaged and unused items in the original packaging and with the original packing slip can be returned within thirty (30) days after purchase / delivery against a refund of the purchase price minus costs. Items that have been modified or made to order at the request of the buyer, or items that have been ordered at the request of the buyer, cannot be returned. If the aforementioned complaint has not been made known to the user within the periods specified therein, the goods will be deemed to have been received in good condition. Ordered goods are delivered in the wholesale packaging available to the user. Minor deviations with regard to specified sizes, weights, numbers, colors and the like do not count as a shortcoming on the part of the user. Complaints do not suspend the payment obligation of the buyer. The user must be able to investigate the complaint. If the return of delivered goods proves necessary, this will only be at the expense and risk of the user if the latter has thereby given his express written consent in advance. If the return shipment relates to a complaint as referred to above, the return shipment only takes place at the expense and risk of the user if the complaint is justified by him. In such cases, return shipments are made in a manner to be determined by the user. In the event of justified complaints, the damage will be settled under the provisions of Article 11.
ARTICLE 9: LIABILITY AND WARRANTY
The user performs his duties as may be expected from a company in its sector, but does not accept any liability for damage, direct and indirect, including consequential damage, which is the result of his actions or omissions in the broadest sense of the word. , except to the extent that his gross negligence, gross negligence and / or intent are due. The same limitation applies to staff members or other third parties that the user engages in the performance of his work. Without prejudice to the provisions of the other paragraphs of this article, the liability of the user for whatever reason is also limited to the amount of the net price of the delivered goods. Compliance with this provision is the only and complete compensation. Without prejudice to the provisions of the previous paragraph of this article, the user is never obliged to pay compensation that exceeds the insured amount, insofar as the damage is covered by insurance taken out by the user. In all cases, the period within which the user can be held liable for compensation for damage is limited to 6 months. The user guarantees that the goods delivered by him are free from design, material and manufacturing errors during a period of 3 months after delivery. If a delivered item has design, material and / or manufacturing defects, the buyer is entitled to repair of the item. The user can choose to replace the item if there are objections to the repair. The buyer is only entitled to replacement if repair of the item is not possible. The user is responsible for the usual normal quality and reliability of the delivered; its actual lifespan can never be guaranteed. The buyer loses his rights vis-à-vis the user and is liable for all damage and indemnifies the user against any third-party claim with regard to compensation if and insofar as: the aforementioned damage was caused by improper use and / or use of the user contrary to the user's instructions and / or improper storage (storage) of the delivered goods by the buyer; the aforementioned damage occurred because the buyer did not act in accordance with the instructions and / or advice given by the seller; the aforementioned damage is caused by errors or inaccuracies in data, materials, information carriers, etc. that have been provided and / or prescribed to the user by or on behalf of the buyer; the aforementioned damage has arisen because the buyer or a third party on behalf of or on behalf of the buyer has tried to remedy defects himself or has worked on the item in any other way. If the warranty relates to a product that has been produced by a third party, the warranty is limited to the warranty provided by the relevant producer.
ARTICLE 10: PAYMENT
All deliveries are offered by the user to the buyer with a 30-day payment term, unless the parties have explicitly agreed otherwise in writing, to be made in the currency of the invoice, even if delivery cannot be made in accordance with Article 6. If an invoice is not paid in full after the expiry of the period referred to in paragraph 2: a credit limitation surcharge of 2% will be charged to the buyer from that time, without further notice of default being required. The buyer will owe the user a default interest of 2% per month to be calculated cumulatively on the principal sum. Parts of a month are considered to be full months. After being instructed to do so by the user, the buyer will owe a minimum of 15% of the sum of the principal sum and the default interest with regard to extrajudicial costs with an absolute minimum of € 150.00. circumstances corresponding thereto, without further notice of default or judicial intervention, the relationship being dissolved in whole or in part, whether or not combined with a demand for reimbursement of presentation means on loan. If the buyer has not fulfilled his payment obligations in time, the user is entitled to suspend the fulfillment of the obligations to deliver towards the buyer until payment has been made or adequate security has been provided for this. The same applies even before the moment of default, if the user has a reasonable suspicion that there are reasons to doubt the creditworthiness of the buyer. Payments made by the buyer always serve to settle all interest and costs owed and then serve to settle the claim that has been outstanding the longest, even if the buyer states that the payment relates to a later invoice. If the buyer, for whatever reason, has or will receive one or more counterclaims from the user, the buyer waives the right to settlement with regard to these claim (s). The aforementioned waiver of the right to set-off also applies if the buyer applies for (provisional) suspension of payment or is declared bankrupt. If the buyer changes ownership, any special arrangements with regard to payments are immediately revised, whereby paragraph 1 of this article becomes applicable.
ARTICLE 11: RETENTION OF TITLE
All goods delivered and to be delivered by the user remain the property of the user until the time at which the buyer has fulfilled his related payment obligations towards the user. Those payment obligations consist of paying the price, plus claims for work performed in connection with that delivery, as well as claims for damages, if any, due to a breach of obligations on the part of the buyer. Goods supplied by the user, which are subject to retention of title pursuant to paragraph 1 of this article, may only be resold in the context of normal business operations and may never be used as a means of payment. The buyer is not authorized to pledge the goods falling under the retention of title nor to encumber them in any other way. The buyer already gives unconditional and irrevocable permission to the user or to a third party to be designated by him to enter all those places where the user's property will be located in all cases where the user wishes to exercise her property rights. , or where there is a suspicion that the aforementioned articles are there and to take those items there. In the event that the user invokes the retention of title, the relevant agreement / relationship shall be deemed dissolved, without prejudice to the user's right to claim compensation for damage, loss of profit and interest. The buyer is obliged to immediately inform the user in writing of the fact that third parties are asserting rights on matters that are subject to retention of title pursuant to this article. The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage, as well as against theft and to make the policy of this insurance available for inspection at the user's first request. For the showcases and shop window material on loan, these will never be acquired by the buyer and must be returned after the relationship has ended or when less than 30% of the storage capacity is filled with the user's product. The buyer undertakes to insure items supplied on loan and to keep them insured against fire, explosion and water damage, as well as against theft, and must ensure a sound and representative condition during use and when returning showcases and presentation material.
ARTICLE 12: FORCE MAJEURE
In the event that the user's obligations under the agreement concluded with the buyer are not fulfilled and this is due to non-attributable non-compliance on the part of the user, or on the part of the user engaged third parties or suppliers, or in the event that another serious reason arises on the part of the user, the user is entitled to terminate the agreement concluded between the parties, or to fulfill his obligations towards the buyer during a suspend a reasonable period to be determined by him, without being obliged to pay any compensation. Circumstances in which non-attributable non-compliance will occur include war, riot, mobilization, domestic and foreign civil unrest, government measures, strike and exclusion by workers or the threat of these and similar circumstances; disruption of the currency ratios existing at the time of entering into the agreement; business disruptions due to fire, accident or other occurrences and natural phenomena, all irrespective of whether the non-performance or late performance takes place at the user, its suppliers or third parties that it has engaged for the execution of the obligation. In the event that the buyer should fail in any way vis-à-vis the user to promptly meet its obligations, in the event of a suspension of payment, a request for (provisional) suspension of payment, bankruptcy, execution of assets, surrender of assets or liquidation of the buyer's company, all that it owes the user under any contract becomes immediately and fully claimable.
ARTICLE 13: CANCELLATION AND DISSOLUTION
Except for rights to dissolve rights granted elsewhere in these terms and conditions, the buyer waives all rights to dissolve the agreement pursuant to article 6: 265 et seq. Of the Dutch Civil Code or other legal provisions, unless cancellation has been agreed under this article. Cancellation by the buyer is only possible if the user agrees. If then the buyer is obliged to the user, in addition to reimbursement of at least 20% of the purchase price or agreed price, to purchase items already ordered, if not processed or processed, against payment of the cost price. Amounts already paid by the buyer are non-refundable. Apart from the possibilities for dissolution mentioned elsewhere in these terms and conditions, an agreement may be terminated by the user with immediate effect, without judicial intervention and without any notice of default being required and without being obliged to pay any compensation to the buyer in the following: cases: if after the conclusion of the agreement the user becomes aware of circumstances that give the user good grounds to fear that the buyer will not fulfill his obligations; if the user asked the buyer at the conclusion of the agreement to provide security for the fulfillment and this security is not provided or is insufficient, in spite of summons thereto; if the buyer changes ownership; if circumstances arise with regard to persons and / or materials that the user uses or is likely to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient and / or disproportionately expensive is that compliance with the agreement can no longer reasonably be expected of the user; at the time when the buyer is declared bankrupt, applies for (provisional) suspension of payment, is subject to enforcement, is placed under guardianship or administration or otherwise loses the disposition or legal capacity with regard to his assets or parts thereof. The user reserves the right to claim compensation from the buyer in the aforementioned cases.
ARTICLE 14: APPLICABLE LAW / COMPETENT COURT
Only Dutch law applies to the agreement (s) concluded between the user and the buyer. Disputes arising from this agreement (s) will also be settled under Dutch law. The Vienna Sales Convention is explicitly excluded. Any disputes will be settled by the competent court in Amsterdam.