ALGEMENE VOORWAARDEN VOOR LEVERING AAN NIET-CONSUMENTEN

TERMS AND CONDITIONS FOR DELIVERY TO NON-CONSUMERS

From:

Quattrocycle BV
Kerkhovensestraat 28
5061 PJ  OISTERWIJK

 
hereinafter referred to as user
  
Article 1 Definitions
 
1. These terms are used, the following terms have the following meanings, unless explicitly stated otherwise:
 
User: the user of the general conditions;
Buyer: the user's opposite party, acting in the exercise of profession or business;
Agreement: the agreement between user and buyer.

 
 
Article 2 General
 
1. The provisions of these terms and conditions apply to every offer and every agreement between user and buyer, to which user has declared these conditions applicable, if these conditions are not expressly and in writing.
 
2. These conditions also apply to all agreements with user, the execution of which third parties are involved.
 
3. General conditions of the buyer shall only apply if explicitly agreed in writing that such exclusion of these conditions apply to the contract. In that case still conflicting stipulations in terms of user and buyer shall only apply between the parties if and insofar as they are part of the terms of user.
 
4. If one or more provisions of these terms and conditions are invalid or void, the remaining provisions of these terms and conditions apply. User and buyer will then consult in order to agree new provisions to replace the invalid provisions, where and to the extent possible the purpose and intent of the original provision will be taken into account.
 
Article 3 Offers and Tenders
 
1. All offers are non-binding, unless a deadline for acceptance is stated in the offer.
 
2. The offers made by user are without obligation; they are valid for thirty days, unless indicated otherwise. User is only bound by the offers if the acceptance thereof is confirmed in writing by the buyer within thirty days.
 
3. Delivery times in quotations of the user are indicative and give the buyer exceeded its right to terminate or compensation, unless explicitly agreed otherwise.
 
4. The prices in these offers are exclusive of VAT and other government levies, as well as shipment costs and possible packaging and administration costs, unless explicitly stated otherwise.
 
5. If the acceptance (on subordinate points) deviates from the offer given, user shall not be bound by it. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.
 
6. A compound quotation shall not oblige user to supply of a part of the goods in the offer or quotation against a corresponding part of the given price.
 
7. Offers or quotations do not automatically apply to reorders.
 
 
Article 4 Execution of the agreement
 
1. User shall execute the agreement to the best of its ability and in accordance with the requirements of good workmanship. All this on the basis of the currently known state of the art.
 
2. If and insofar as the proper execution of the agreement, user shall have the right to have certain work done by others.
 
3. The buyer shall ensure that all data which user has said to be necessary or which the buyer can reasonably understand that these are necessary for the execution of the agreement will be provided to users. If not timely provided to the user for implementation of the agreement required data, the user has the right implementation of the agreement to suspend and / or additional costs resulting from the delay in accordance with the usual rates the buyer to charge .
 
4. User shall not be liable for damages of any kind, because user worked on by the buyer incorrect and / or incomplete information, unless such inaccuracy or incompleteness should have been known.
 
5. If it is agreed that the agreement will be executed in stages, user can suspend the execution of those parts belonging to a following stage until the buyer has approved in writing the results of the previous stage.
 
6. If user or third parties engaged by user within the framework of the contract work is performed on the buyer's site or a site designated by the purchaser, carries buyer free of charge for the facilities reasonably desired by those employees.
 
7. Buyer shall safeguard user against any claims of third parties who may sustain in connection with the execution of the agreement and attributable to the buyer.
 
 

Article 5 Delivery

 
1. Delivery shall be made ex works / store / warehouse of user.
 
2. If delivery is made on the basis of the "Incoterms", at the time of the conclusion of the agreement applicable "Incoterms" will apply.
 
3. Buyer is obliged to take delivery of the goods the moment that user delivers them or has them delivered, or the moment at which the goods are made available under the agreement.
 
4. If the buyer refuses or fails to provide information or instructions necessary for the delivery, user shall be entitled to store the goods at the expense and risk of the buyer.
 
5. If the goods are delivered, user is entitled to charge possible service charges. These will then be invoiced separately.
 
6. If the user requires from the buyer in the context of implementation of the agreement, the delivery shall commence after the buyer has made available to the user.
 
7. If user has given a term of delivery, it is indicative. A specified delivery time is never a deadline. When a term is exceeded, the buyer must give written notice of default.
 
8. User shall be entitled to deliver the goods in parts, unless this has been agreed or the partial delivery has no independent value. User is entitled to invoice the delivered separately.
 
9. If it is agreed that the agreement will be executed in stages, user can suspend the execution of those parts belonging to a following stage until the buyer has approved in writing the results of the previous stage.
 
10. Any delay in delivery does not entitle to damages, unless agreed in writing.
 
 
Article 6 Samples and Models
 
1. If the purchaser shown or given a sample or model, it is presumed to have been provided as an indication without the item having to answer, unless expressly agreed that the matter will correspond.
 
2. For contracts relating to immovable property, the surface area or other measurements and indications given shall also be assumed as an indication only meant to be, without the case having to conform.
 
 
Article 7 Inspection & Complaints
 
1. Buyer is obliged delivered at the time (off) delivery, but in any case within the shortest possible time to (do) investigations. Buyer is to examine the quality and quantity of the delivered goods comply with what was agreed, at least meets the requirements that are common in normal (business) transactions.
 
2. Possible visible shortcomings must be reported within three days after delivery in writing to user. Non-visible shortcomings must be reported within three weeks after discovery but no later than 12 months after delivery.
 
3. If in accordance with the previous paragraph good time, the buyer remains obliged to accept and pay for the goods purchased. If buyer wishes to return defect goods, he shall do so with the prior written consent of the user in the manner specified by user.
 
 
Article 8 Remuneration, Price and Costs
 
1. If user and buyer have agreed upon an administered price, user shall nevertheless be entitled to increase the price.
 
2. User shall be allowed among others, if between the time of offer and implementation of the agreement significant price changes have occurred with respect to, for example, exchange rates, wages, raw materials, semi-finished packaging.
 
3. The prices given by user shall be exclusive of VAT and other taxes, and any costs incurred under the agreement, including shipping and handling, unless otherwise indicated.
 
 
Article 9 Amendments to agreement
 
1. If during the execution of the agreement that it is necessary for a proper execution to change the work to be performed and / or supplement, the parties will timely and in mutual consultation modify the agreement.
 
2. If parties agree that the agreement be amended and / or supplemented, the time of completion of the execution can be affected. User will inform the buyer of this as soon as possible.
 
3. Should the change and / or supplement to the agreement has financial and / or qualitative consequences, user shall inform buyer thereof in advance.
 
4. If a fixed rate has been agreed upon then user shall indicate the extent to which the change or supplement to the agreement will result in an increase of said fixed rate.
 
5. Contrary to this the user shall be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
 
 
Article 10 Payment
 
1. Payment must be made within 14 days after the invoice date, in a user to give way in the currency invoiced. Objections to the amount of the invoices do not suspend the payment obligation.
 
2. If the buyer fails to pay within the period of 14 days, the buyer is legally in default. Buyer shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest rate. The interest on the amount due will be calculated from the day the buyer is in default until the moment of payment of the full amount.
 
3. In case of liquidation, bankruptcy, seizure or suspension of payment by the buyer, the user's claims against the buyer shall become due.
 
4. User has the right to have the payments made by the buyer go first of all to reduce the costs, then deducting the interest and finally to reduce the principal and accrued interest.
User can, without being in default, to refuse an offer for payment, if the buyer designates a different sequence of attribution.
User can refuse full payment of the principal, if not also the cases and accrued interest and costs.
 
5. User has the possibility to charge a credit limitation surcharge of 2% fee. This surcharge is not due for payment within 14 days after the invoice date.
  
Article 11 Retention
 
1. All goods delivered by user, possibly also including designs, sketches, drawings, films, software, (electronic) files etc. remain property until the buyer has fulfilled all of his obligations under all agreements concluded with user.
 
2. The buyer is not authorized to pledge under the title falling or encumber in any other way.
 
3. If third parties seize the property delivered or rights to establish or exercise, the buyer is obliged user as soon as reasonably may be expected to adjust accordingly.
 
4. The buyer is obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and theft and the policy of this insurance on first request for inspection.
 
5. Goods delivered by user, by virtue of the under 1. of the present article under the title, only in the context of normal business may be resold and must never be used as payment.
 
6. In the event that user wishes to exercise his ownership rights mentioned in this article, the buyer gives unconditional and irrevocable permission to the user or to third parties designated by it to all those sites and locations where user's property might be found and these goods to take back.
 
 
Article 12 Guarantee
 
1. User guarantees that the delivered goods comply with the legal requirements that can be asked and are free from any defects.
 
2. The guarantee mentioned under 1 shall equally apply if the goods to be delivered are destined for use abroad and purchaser of such use to the time of conclusion of the contract has explicitly informed user.
 
3. The guarantee mentioned under 1 shall apply for a period of 12 months after delivery.
 
4. If the delivered goods do not meet these guarantees, user shall, within a reasonable time after receipt or, if return is not reasonably possible, following notification of the defect by the purchaser, at user discretion, replace, care repair or buyer credit for a proportionate part of the invoice. In case of replacement, the buyer shall already now undertake to return the replaced good to user and to transfer ownership to user.
 
If the case can be brought in line with the guarantees by replacing one or more elements of this case, the user has the right to supply these parts to buyer after buyer needs to ensure the assembly of these parts.
 
5. This guarantee does not apply when:
- The defect is caused by improper or inappropriate use
- Without written permission from the user, buyer or third parties have made changes or attempted to make the case or have used for purposes for which the case is not intended
- The defect is caused by lack of proper maintenance
- There is normal wear and tear
 
6. If the matter concerns a guarantee given by user was produced by one third the guarantee is limited to that which is to be provided by the manufacturer of the case.
 
 
Article 13 Collection Charges
 
1. If buyer is in default or fails to fulfill any of its obligations, then all reasonable costs incurred to obtain satisfaction out of court on behalf of the buyer. In any event, the buyer in the event of a monetary debt collection costs. The collection costs are calculated under the Dutch law generally recognized methods in collection.
 
2. If user has made higher costs, which were reasonably necessary, also qualify for reimbursement.
 
3. Any reasonable judicial and execution costs will also be borne by the buyer.
 
4. Buyer shall owe interest over the collection charges.
 



 
Article 14 Suspension and termination
 
1. User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
 
- Copper or not fully comply with the obligations under the agreement.
 
- After the conclusion of the contract user learns of circumstances giving good ground to fear that the buyer will not fulfill his obligations. In case there is good reason to fear that the buyer will only partially or improperly fulfill his obligations, suspension shall only be allowed in so far the shortcoming justifies such action.
 
- Buyer concluding the agreement was requested to provide security for the fulfillment of his obligations under the agreement and this security fails or is insufficient. As soon as security is furnished the power to suspend will lapse unless such fulfillment has been unreasonably delayed.
 
2. Furthermore, the user is authorized to (do) dissolve the agreement if circumstances arise of such nature that fulfillment of the contract impossible or to standards of reasonableness and fairness can no longer be expected or if other circumstances arise of such nature that the unaltered maintenance of the agreement can not reasonably be expected.
 
3. If the agreement is dissolved, the user's claims against the buyer shall become due. If user suspends fulfillment of his obligations, he retains his rights under the law and agreement.
 
4. User shall always retain the right to claim damages.
 
 
Article 15 Return of things
 
1. If user of copper in the implementation of the agreement, the disposal has set buyer shall be held to the delivered goods within 14 days in original condition, free of defects and in their entirety. If the buyer fails to fulfill this obligation, all resulting costs thereof.
 
2. If, for whatever reason, after being warned, still remains in default with the obligation mentioned under 1., the user has the right to recover the resulting damage and costs, including replacement costs, from buyer.
 
 
Article 16 Liability
 
1. If delivered by user are defective, user's liability towards the buyer is limited to the stipulations in these conditions under "Guarantee".
 
2. The user is responsible for direct damage that copper suffers and which is the direct and sole result of a failure attributable to increased user. For However, only those damages for which user account is insured, or should reasonably have been insured will be.
 
3. Direct damage is exclusively:
 
- The reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage under these conditions;
 
- Any reasonable expenses incurred for the poor performance of the user agreement, unless such faulty performance can not be attributed to user;
 
- The reasonable costs incurred to prevent or limit the damage, as far buyer demonstrates that these expenses resulted in mitigation of direct damage under these conditions.
 
4. User shall never be liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business interruption.
 
5. The limitations of liability for direct damage contained in these conditions do not apply if the damage is due to intent or gross negligence of user or his subordinates.
 
 
Article 17 Transfer of Risk
 
1. The risk of loss or damage to the products being the subject of the agreement will pass to Buyer at the moment they are delivered to the buyer legally and / or factually and in the power of copper or a copper to designate a third party be brought.
 


 
Article 18 Force Majeure
 
1. Parties are not obliged to fulfill any obligation if they are hindered due to a circumstance that is not due to debt, and neither under the law, a legal action or generally accepted traffic for their account.
 
2. Force majeure is defined in these terms and conditions in addition to that which is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which user can not influence but which prevents user is unable fulfill its obligations to come. Industrial action at user's company are included, but also the fact that suppliers and / or subcontractors user does or fails to meet their obligations.
 
3. User shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfillment occurs after user should have fulfilled his obligation.
 
4. Parties can during the period that supremacy continues the obligations under the agreement. If this period lasts longer than six months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
 
5. Insofar user at the time the force majeure has performed its obligations under the agreement fulfilled or will fulfill, and to fulfill or to meet part independent value, the user is entitled to fulfill respectively already complied with the invoiced separately. Buyer is obliged to pay this invoice as if it were a separate agreement.
 


 
Article 19 Safeguarding
 
1. The buyer shall safeguard user against claims by third parties concerning intellectual property rights on the copper materials or information used in the execution of the agreement.
 
2. If the buyer provides user with information carriers, electronic files or software etc., guarantee that said information carriers, electronic files or software are free of viruses and defects.
 
 
Article 20 Intellectual Property and Copyrights
 
1. Notwithstanding moreover in these terms and conditions, user shall reserve the rights and authorities to which user is entitled under the Copyright Act.
 
2. The buyer is not allowed to make changes in the goods, unless the nature of the provided otherwise or otherwise agreed in writing.
 
3. Within the framework of the agreement if the user created designs, sketches, drawings, films, software and other materials or (electronic) files remain user's property, irrespective of whether the buyer or to third parties made, unless otherwise agreed.
 
4. All necessary documents, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended to be used by the purchaser and may not be reproduced without the prior user consent, made public or disclosed to third parties, unless otherwise required by the nature of the documents.
 
5. User shall reserve the right to use due to the execution of the work increased knowledge for other purposes, provided that no confidential information is disclosed to third parties.
 
 
Article 21 Confidentiality
 
1. Both parties are obliged to disclose any confidential information obtained in the course of their agreement from each other or from another source. Information is confidential if the other party or if this follows from the nature of the information.
 
2. If, pursuant to a statutory provision or a court order, user account information is confidential by law or by the competent court appointed third parties to provide them, and users will be unable to invoke a legal or by the competent Courts have recognized or permitted of change, the user is not liable for damages or compensation and the party is not entitled to rescind the contract under any resulting damages.
 
 
Article 22 Non-staff
 
1. The buyer shall during the term of the agreement and for one year following termination thereof, in any way, except after proper consultation has taken place on the matter with the user, user of employees or companies which user to implement this agreement has relied and involved (were) in the implementation of the agreement, hire or otherwise transfer, directly or indirectly, to work for them.
 
 
Article 23 Disputes
 
1. The judge in the place of business shall have exclusive jurisdiction to hear actions, unless the district court has jurisdiction. User shall nevertheless be entitled to submit the dispute to the competent judge.
 
2. Parties will first appeal to the courts after they settle the utmost to solve a dispute by mutual agreement.
 
 
Article 24 Applicable Law
 
1. Any agreement between user and the buyer Dutch law. The Vienna Sales Convention is expressly excluded.
 
 
Article 25 Amendment, interpretation and location of the conditions
 
1. These terms and conditions are available on request from user
 
2. In case of explanation of the content and scope of these general conditions, the Dutch text shall prevail.
 
3. Applicable is the last registered version or the version valid at the time of conclusion of the agreement.

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