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Vilkår og Betingelser
General terms, delivery terms and payment conditions
Of the private company Stoov BV in Utrecht, Netherlands
1.1 The present conditions apply to all offers and all agreements made by us, including all negotiations which we conduct prior to the conclusion of an agreement.
1.2 Deviations from these conditions are only valid if agreed in writing between the parties. Any deviations only apply to the agreement in which they are made; the remainder of these Terms and Conditions remain in full force.
2.1 All our quotations and offers are without engagement, unless otherwise expressly stated by us. Indication of dimensions and / or weight, of images and / or drawings, of technical and / or chemical specifications, colour, type, quantity, composition and quality are to be considered as approximate.
2.2 Quotations and offers are based on the information provided by the other party to us, drawings and measurements derived therefrom.
2.3 If a quotation and/or offer is not timely and accepted fully in writing, there will be only an agreement if and to the extent that the other party only differ on minor points, where the contract is concluded without these minor details being part of the contract.
3. Conclusion of agreements
3.1 If we are sending a confirmation confirming an agreement or deliver an order confirmation to the other party, this confirmation contains the only and correct representation of what has been agreed, unless the other party within 8 days of the date of the order confirmation contests the accuracy of this confirmation in writing. Also in the case of a dispute both parties shall consult each other to try to reach an agreement on the by the other party indicated faults.During these consultations, we have the right to terminate the agreement without being obliged to pay any costs or damages.
3.2 If the contract has been concluded, we have the right immediately after the issuance of the order confirmation to the other party to notify in writing that the contract can not be cancelled or amended. If we report that the agreement can be executed only in an amended way, the other party shall within 8 days of receipt of our corresponding notice confirm in writing that he wants the implementation of the amended agreement.
3.3 If we made a start of implementation and/or if there has been a deposit made by the other party in response to a document written and sent by us, the content of the document counts as what has been agreed between the parties.
4. Intellectual property rights
4.1 We reserve the copyright and all other intellectual property rights in, and ownership of, all in the offer and/or the execution of the contract designs, illustrations, drawings, samples and models. All goods provided by us to the other party are to be promptly returned within 8 days of a request on our part.
4.2 Pictures, drawings, designs, etc. may not be copied or duplicated nor made available to third parties.
4.3 The other party shall indemnify us against any claims by third parties based on or related to the claim that proprietary drawings, models, etc. made by the other party infringe a valid right of intellectual or industrial property.
18.11 Delivery times and deadlines for agreed services are indicated by us only as an approximate. If the agreed delivery period is exceeded, the other party is obliged to inform us in writing a further term of 30 days for delivery. Only after crossing the aforementioned period, we may, subject to the other provisions of these conditions be held liable for exceeding the term or the contract can be terminated.
18.12 In the event of force majeure our obligation to deliver or execute shall be suspended until the cause of the force majeure has been lifted. Force majeure shall include, but isn't exclusively; strike, liquidation, machinery breakdown, fire or other unforeseen circumstances, the liquidation of a supplier or third person, as a result of which we, our suppliers, or our third parties can not or not in a timely fashion respectively meet their obligations.
6.1 Delivery and transport of goods shall be "ex works" and thus borne by the other party. From the time of conclusion of the contract, the risk of the purchased goods is borne by the other party.
6.2 In respect of foreign manufactured goods we reserve the right for ourselves to achieve clearance.
6.3 Insurance of goods during transport is borne by the other party, unless otherwise agreed.
7.1 If delivery on call has been agreed, the other party is obliged to within two weeks after the conclusion of the agreement or within two weeks after the date of the order confirmation, give us the call off periods in writing. If we have not received the written request within two weeks time, we are entitled to dissolve the agreement in whole or in part, without prejudice to our other rights, including the right to claim damages. Even if the agreed delivery does not occur or does not occur timely, we are entitled to dissolve the agreement in whole or in part, without prejudice to our other rights, including the right to claim damages.
8.1 We are always entitled to, prior to delivery or any other fulfilment of our obligations, require security in the form of the provision of a bank guarantee for the fulfilment of payment commitments.
8.2If the other party refuses to provide the requested safety deposit, we are entitled to dissolve the agreement in whole or in part, without prejudice to our other rights, including the right to claim damages.
9. Activities by third parties
9.1 We have at all times the right to carry out assigned tasks in whole or in part by third parties or to supply goods purchased by third parties.
10. Foreclosure other party
10.1 If, by prevention from the other party agreed work and/or deliveries are not possible to be executed at the agreed time, the other party is obliged to pay the resulting costs and damage to us.
11.1 If the fulfilment of our obligations could result in liability, then that liability will be limited to the amount paid by our insurer under the applicable liability insurance, including the excess that we carry in the relevant case in connection with that liability.
11.2 In the case of - for whatever reason - no payment might occur referred to paragraph 1 of this article regarding liability insurance, our liability for direct damages will in no case exceed specified amount on that invoice.
11.3 Liability for indirect or consequential damages is excluded under all circumstances.
11.4 The size of the compensation payable in any case is further reduced in the following manner:
· Damage due to business interruption, loss of revenue, etc., irrespective of the cause whatsoever, are not recoverable. The other party must, if desired, be insures against such damage.
· We are not liable for damage resulting from use other than that for which the goods are destined and for what purpose the goods are purchased from us.
11.5 The other party shall indemnify us from any third party claims for damages against us in respect of the goods purchased.
12.1 Agreed prices are based on prices of raw materials, materials, transportation costs, labour costs and so on, applicable on the day of conclusion of the agreement. We reserve the right to pass on reasonable increases in cost to the client, provided they take place after the date of the offer, even though this increase was foreseeable at the time of making our offer. This increase in price will be disclosed by means of a written notice to the other party.
13.1 The ownership of goods supplied is expressly reserved by us until full payment, including the compensation of damages, costs and interest, including previous and subsequent deliveries and services, has taken place.
13.2 The other party can in no way have delivered goods at their disposal, as long as it has not fully met its obligations to us.
13.3 The other party undertakes to make delivered products available to us at first request and grants, as of now, us or by us to be designated person or persons an irrevocable authorization to enter or to drive on the premises where the goods are located, in order to take these products with them.
14.1 Warranty is granted by us only to the extent expressly agreed in writing and only extends to restoring our expense of the error or shortcoming. Warranty is granted only with respect to the structure. Unless otherwise agreed, the warranty will apply to 24 months after delivery excluding batteries and substances for which a 12 months guarantee is valid after delivery.
14.2 Any warranty is void if goods supplied by or on behalf of the other party are handled or processed improperly, especially if handled in contradiction with technical specifications instructions provided by us or on our behalf, or if edits or changes are applied to delivered goods by the other party.
14.3 If the other party made repairs or modifications or had them carried out without our prior consent during the warranty, or does not meet its payment obligations, the warranty expires immediately.
15.1 The other party must immediately upon delivery check the goods delivered. If the other party finds no damage to the packaging of the goods then it is assumed that the goods were in good condition at delivery, subject to proof to the other party.
15.2 Complaints must be in writing within 8 days after receipt of the goods delivered by us, or within 8 days after completion of the work performed, under penalty of forfeiture of the right to rely on any lack or inaccuracy of invoking the delivered or performed, unless a written guarantee would be granted as referred to in the previous article.
15.3 If the complaints are found valid by us, our obligation does not go beyond sending a replacement delivery or repair a mistake or shortcoming by us free of charge, where transport costs are excluded outside the Netherlands.
15.4 Complaints or an appeal on the guarantee does not give the other party the right to suspend the payment obligation.
16.1 Prior to the time of delivery, the other party may cancel the order, after which the agreement will be dissolved. Where appropriate, the other party shall pay compensation amounting to:
· 90% of what the other party should have paid for the execution of the agreement if the cancellation of an agreement by the other party takes place while the delivery date has been communicated to the other party.
· 30% of what the other party should have paid in performance of the contract if no delivery date has been communicated to the other party at the time of cancellation by the other party.
16.2 If special things have been developed and ordered on behalf of the other party, the amount of the compensation in case of cancellation is 100% of which the other party had to pay in the execution of the agreement.
16.3 The percentages mentioned in this article are fixed, unless we prove that the actual damage is greater.
17.1 Deliveries are made against cash payment.
17.2 If delivery on account has been agreed, payment must be made within the agreed period reckoned from the date of invoice without any reduction or suspension. Settlement by the other party is not allowed.
17.3 When exceeding the limit of 30 days after the invoice date the other party owe interest at the statutory rate plus 3%. A partial month will be counted as a full month.
17.4 If we have to pass on the claim for collection, the other party is above extrajudicial costs owed to us, which are estimated at 15% of the claim with a minimum of € 150, -.
17.5 If we have allowed the other party a discount for payment within 8 days after the invoice date, the discount expires if the payment of the full invoice amount minus the discount granted, is not in our possession after the 8 th day at the latest after the invoice date. The other party may then no longer make any claim to the initial discount granted and is obliged to pay the full invoice amount to us.
17.6 As long as the other party has not fulfilled its obligations, we are entitled to suspend the fulfilment of our obligation.
18. Applicable law
18.1 All agreements are subject to Dutch law. The Convention on the International Sale of Goods (CISG), also known as the Vienna Convention 1980, is not applicable.
19.1 All disputes from or as a result of an agreement or further agreements will be settled exclusively by the competent court within the district of Utrecht.
19.2 We shall be entitled to refer a dispute to the court which has jurisdiction under the normal rules of relative competence.
20. Place of performance
20.1 The agreements are supposed to be done in our place of business.
Thus, filed with the Chamber of Commerce in Utrecht, commercial registration number 62149342.