All risks are borne by the other party.
The advances paid remain acquired to us in compensation for potential resale losses ".
Delivery conditions are agreed per transaction.
All delivery conditions apply in accordance with Incoterms 2010. Our other party is obliged to take the goods when they are made available to him according to the agreement. If the other party does not receive the goods, the other party is in default and we are entitled to choose: (A) transport the items at the expense and risk of our other party with a means of transport of our choice to the address of the other party, or to store the matters at the expense and risk of our other party, (B) declare the agreement dissolved without default and without judicial intervention, without prejudice to our right to compensation for the damage suffered by us or. Lost Profit, to be increased by the statutory interest, to be calculated from the moment that the claim is due.
2. The above shall apply without prejudice to the other rights granted to us.
A delivery time specified by us always counts as an indication and not as a fatal period. We are not in default with regard to the delivery time before after we have been defaulted in writing by the other party, which has hereby given us the opportunity to deliver within a reasonable period of time and we have not acted on this. The delivery time will not take effect until we have accepted an order and/or order in writing and our other party will give us all the data required for execution of the agreement. Materials have been made available and we have received any pre-payment agreed upon from the other party. If it appears during the execution of the agreement that the delivery will be delayed, the delivery time will be extended by as many days as the delay has taken place. We will not be liable for damages resulting from untimely delivery, if and insofar as this untimely delivery is due to circumstances, which are not at our expense and risk, resulting in understood non-(timely) performance by suppliers. Only in the case of excessive exceeding (more than 12 weeks) of the agreed delivery time, the other party has the right to dissolve the agreement unless the overrun is caused by force majeure.
3. However, the other party has never claimed any fine or compensation.
The failure to fulfill any payment obligation by the other party (on time) suspends our obligation to supply. We reserve the right to deliver the goods in parts, in which case the (payment) conditions described below also apply to each partial delivery. Our other party is obliged to investigate on delivery whether the matters comply with the agreement.
4. Our other party is obliged to submit any complaints about the delivered by us in writing within 8 (eight) days of delivery.
This also applies to items not ordered delivered.
If an appearance does not concern a visible defect, our other party is obliged to submit complaints about the complaint delivered by us within 8 (eight) days after determining the defect, but in any case within 3 (three) months of delivery in writing. All complaints must be submitted by our other party with indication of order/invoice number. Advertising of invoices must also be submitted in writing within 8 (eight) days after the invoice date.
In the absence of such timely submission of complaints, any claim against us shall expire. Any return of goods is only possible if the items are in their original condition and in undamaged packaging.
Items that are not from us or provided with (price) stickers other than applied by us are not eligible for return. No later than 1 (one) month after our return authorization, the returned goods must be received by us. Unless otherwise agreed, returns shall be at the expense and risk of our other party. The following are not eligible for return: -Excluded/Deilled Items (moment of application door handling);-Sale overstock(cut-out items); -Merchandise items Guarantee; limitation of liability We are not liable further or otherwise for any material and/or construction errors in the goods which have come to light within 3 (three) months of the date of delivery as referred to in Article 8, Insofar as such error significantly reduces the soundness or quality of the business. Our liability under this article is limited to the free supply of replacement (parts of) items.
7. Retention of title
We are entitled, instead of delivering replacement items, to repair the defective (parts of) delivered goods or to take back the relevant part of the invoice price against repayment. On goods delivered to us by third parties and passed on by us to our other party, even if the goods delivered by us are composed of goods supplied to us by third parties, we grant the same guarantee to our other party, but no further guarantee than we have received from our supplier (s). Our other party may invoke obligations of us based on this article only after our other party has fulfilled all its obligations under the agreement concluded with us. If we are liable for any reason, our liability is limited to the amount equal to the invoice value of the items concerned, excluding taxes, on the understanding that we will be liable at most and exclusively up to an amount of € 5,000 (five thousand euros) per claim. For the purposes of this Article, a series of related events causing injury shall be a single event/claim. We will never be liable for compensation for non-material damage, industrial damage, indirect damage, loss of profit or other consequential damage. Our other party is obliged to indemnify us from all claims of third parties related to goods delivered by us or. Work performed.
Non-compliance If the other party fails in any way towards us in the fulfilment of any obligation, or if there are grounds to fear that the other party will fail against us, as well as in the case of application for a suspension of payment, obtained (provisional) suspension of payment, bankruptcy application, declaration or claim for bankruptcy, Liquidation or strike of (part of) the other party's company, we are, without prejudice to our other rights and without any obligation for compensation, authorized to dissolve the agreement (s) in whole or in part with immediate effect without the need for a default or judicial intervention, or the (further) To suspend implementation of the agreement (s). Indien de wederpartij gevestigd is in Duitsland of in België en de door ons te leveren zaken daadwerkelijk in Duitsland of in België aan de wederpartij worden afgeleverd, dan zullen de goederenrechtelijke gevolgen van het eigendomsvoorbehoud van de aan de Duitse of aan de Belgische wederpartij geleverde en/of te leveren zaken alsdan worden beheerst door Duits of Belgisch recht. In principle, cancellation of an order by the other party is not possible. If the other party nevertheless cancels a contract in whole or in part due to any cause, we may charge all costs reasonably incurred (including costs of preparation, parts, storage, and the like) for the execution of the contract, Without prejudice to our right to compensation for loss of profit and other damage. Cancellation costs are also payable by the other party in the event of cancellation. These amount to 30% (thirty percent) to 100% (one hundred percent), depending on deliveries/work already made by us, of the order amount, to be increased by VAT (if applicable). In the event of force majeure, we have the right, in our choice, to suspend the execution of the agreement until the event of an end to the force majeure situation or the agreement, if not yet implemented, To dissolve in whole or in part without judicial intervention and without being held to pay any compensation. Force majeure is understood to mean all that reasonably occurs outside the direct influence of us, including partly-but not exclusively-is understood to mean: strike, exclusion, blockade, riots, disruption of order, energy shortage, faltering in energy supply, transport ban, fire, transport accident, transport/customs delay, industrial accident, war or threat of war, natural disaster, flood.
Even then there is force majeure if the relevant circumstance was foreseeable at the time of the conclusion of the agreement. Applicable law; competent Judge Dutch law applies to these terms and conditions and to all our offers and/or sales contracts and/or contracts to accept work, with the exception of the provisions of Article 7 of these General Terms and Conditions. The applicability of the Vienna Convention on International Purchase Agreements relating to movable property of 11 April 1980 is expressly excluded.
The competent Judge in Zwolle is authorized to hear legal claims brought by and/or against us, without prejudice to our power to refer the dispute to another competent court if desired.
The foregoing shall be without prejudice to our rights to obtain a ruling by arbitration by the International Chamber of Commerce in accordance with the Arbitration Regulations of the International Chamber of Commerce, by one arbitrator.
The place of Arbitration is Emmen, the Netherlands.
The arbitration procedure is conducted in the English language.
9. Delivery time
Limitation Claims and defenses, based on facts that would justify the statement that the delivered case does not comply with the agreement, shall be retired by one year after delivery. Conversion If and insofar as, on the basis of reasonableness and fairness, any provision in these General Terms and Conditions cannot be invoked, then as far as possible corresponding meaning as far as possible in terms of content and application is concerned, which can be invoked. These general Sales and Delivery Conditions have been deposited with the Chamber of Commerce. The last registered version is applicable.
14. Force of the majority