| 2.1 |
|
All our offers are always free of obligations and based
on data supplied by our client upon request. If the offer is accepted
by client, we shall be entitled to withdraw the offer within five working
days after receipt of the acceptance. Offers are always, unless stated
differently, exclusive of VAT. |
| 2.2.a |
|
The stated price is based on the purchase price of goods,
services, materials and other cost factors. If a non-foreseeable increase
occurs in one or more of these cost price components after the offer,
but before delivery, including a change of import and export duties and/or
taxes, we are entitled to pass on these increases without client being
entitled to an entire or partial dissolution of the agreement. |
| 2.2.b |
|
If the VAT number of client is not known and is also not
made known, after we have explicitly requested this, we shall reserve
the right to charge VAT. |
| 2.3 |
|
Deviations from submitted offers shall only be binding to
us, if they have been confirmed in writing or agreed. |
| 2.4 |
|
Invoicing shall always take place at the price at the moment
of delivery, unless explicitly agreed otherwise. |
| 3.1 |
|
Our offers, drawings, images, printed matters, samples,
models and other specifications shall not be made available for inspection
and not be handed over to third parties without our written permission. |
| 3.2 |
|
Samples and models shall remain our property and must be
retuned to us completely and in a good condition. This also applies to
drawings and images of offered, but not ordered work. |
| 4.1 |
|
All deliveries above € 500 take place carriage paid to the
address stated by client stated in the Netherlands, unless agreed differently.
A fee for freight costs shall be charged for deliveries below € 500. |
| 4.2.a |
|
Agreed delivery dates shall never be considered as firm
dates. If the agreed delivery date is exceeded, client shall be authorised
to propose a reasonable specific date to us by registered mail. If this
date is exceeded, it shall not be possible to hold us liable for the exceeding
of this date and the resultant damage, unless it involves an intentional
act or gross negligence. |
| 4.2.b |
|
If no time at which or period within which the delivery
will have to take place has been agreed, the delivery shall take place
within a reasonable period after the conclusion of the agreement, taking
into account the nature of the matter and the circumstances. |
| 4.3 |
|
Irrespective of the agreed method of delivery, all goods
to be supplied shall always be at the own expense and risk of client at
the moment of leaving our warehouse or the warehouse of our supplier,
even when the transporters demand a statement on the consignment note
for shipment that all damage during the transport shall be at the expense
of the shipper. |
| 4.4 |
|
In the event that goods must be installed at the place of
destination after delivery and cannot be installed at once, we shall be
entitled to invoice 90% of the sum involved in the agreement, after which
the remaining 10% shall be invoiced after installation or, in the event
of non-performance with regard to this through no fault of our own, at
the latest 3 months after the first delivery. |
| 4.5 |
|
The right mentioned in the previous paragraph of this article
shall also exist, if goods are not purchased within the stated delivery
time after completion, or if they cannot be installed through no fault
of our own within the stated date. |
| 4.6 |
|
If goods are not purchased in time, they shall be at the
expense of client after the expiry of the agreed delivery time and we
shall be entitled to invoice the goods in question and charge storage
costs, unless explicitly agreed otherwise. |
| 4.7 |
|
The invoices to be sent on account of this article shall
be paid within the usual period. |
| 4.8.a |
|
Without prejudice to the provisions in the previous paragraphs
of this article, it shall always be possible to claim advance payment. |
| 4.8.b |
|
If payment of an advance payment is refused or refrained
from, we shall be entitled to dissolve the agreement without client being
entitled to claim compensation as a result of this. |
| 5.1 |
|
We shall reserve the right to introduce possible minor differences
in dimensions or a minor change in the use of materials, construction
or components for a sound implementation. |
| 5.2 |
|
Stated weights are always estimated as accurately as possible,
but such a statement shall never be binding. |
| 6.1 |
|
In those cases whereby it is agreed that we shall be responsible
for the transport, the transfer, the arrangement or repair of pieces of
work, client shall always take care of the following: |
| 6.1.a |
|
that the location where the goods have to be delivered or
the work has to be arranged by us or the location, in the event that it
is not possible to immediately place the goods after supplying, must be
accessible for us or the transporter through a paved road/entrance and
that the temporary storage location must be dry and that the goods can
be stored there free of damage, that this location is ready for this and
is protected against dirt, dust and moisture; |
| 6.1.b |
|
that the recesses required for the arrangement of safes,
safe doors, gates and other products in walls or floors and/or ceilings
shall be completely ready and in order, in agreement with previously submitted
drawings; |
| 6.1.c |
|
that there have to be hoisting and securing points; |
| 6.1.d |
|
that our piece of work can be taken to the location for
the arrangement without any restriction, which implies that all openings
and/or passages and/or elevators through which the pieces of work have
to be transported are broad enough; |
| 6.1.e |
|
that any required scaffoldings or other supplementary material
shall be made available to the mechanics; |
| 6.1.f |
|
that everything possible is done for the transport, arrangement
or protection of the piece of work to be supplied or placed by us; |
| 6.1.g |
|
that the mechanics can start their work immediately after
arrival and can continue their work all working days during normal working
hours without interruption and that they have sufficient light, compressed
air and air at their disposal. |
| 6.2 |
|
Costs of special facilities in connection with transport
and/or placing of our items, including costs for a crane, shall always
be at the expense of client. |
| 6.3 |
|
Costs for necessary overtime or mechanics shall be passed
on at the applicable rates, if they have not been explicitly included
in the commission. |
| 6.4 |
|
An agreement to place pieces of work shall only apply to
once-only, turnkey delivery and therefore never apply to any later transfers. |
| 6.5 |
|
All extra costs, caused through a delay in the delivery
as a result of causes through no fault of our own and/or incorrect information
provided by client, shall be at the expense of client. |
| 7.1 |
|
Force majeure shall be understood to mean: every condition
independent of our will, which impedes the observation of the agreement
temporarily or permanently. |
| 7.2 |
|
The following shall in particular apply as force majeure,
in so far as it has not already been included in the aforementioned paragraph
1; war, danger of war, civil war, riots, strikes, occupation of the company,
transport problems, fire, water damage, floods, government measures and
other serious disturbances in our company of whatever nature or that of
our suppliers. |
| 7.3 |
|
In the event of force majeure we optionally have the right
to extend the period of delivery by the period of the force majeure or
dissolve the agreement, in so far as this has not already been implemented,
without us being obliged in whatever way to pay any compensation, except
for by virtue of the provisions in art. 78 of Book 6 of the Civil Code.
Client shall not be entitled to dissolve the agreement after the occurrence
of a temporary shortcoming that can be attributed to us. |
| 8.1 |
|
Unless agreed differently, payments shall take place within
14 days after the date of invoice, either in cash, or to an account to
be indicated by us and without any deduction or settlement. |
| 8.2 |
|
If payment does not take place within the agreed period,
client shall be considered to be in default by operation of law and we
shall be entitled, without a notice of default being required for this,
to a compensation for interest amounting to 1.5 % per month as from the
due date. |
| 8.3 |
|
All reasonably incurred costs, related to the collection
of the claim, both judicial costs that include the costs of filing for
bankruptcy and extrajudicial costs, shall be at the expense of client
who is in default. |
| 8.4 |
|
The extrajudicial costs shall always be equal to 15% of
the overdue sum. |
| 9.1 |
|
After delivery the delivered goods shall remain our property
until the moment that client has completely met his obligations resulting
from the agreement in question. |
| 9.2 |
|
Client shall be obliged now and henceforth to fully assist
us in order to enable us or others to take back the goods in question
from him or a third party if client does not meet his obligations or if
there is a well-founded fear that he shall not meet his obligations, on
penalty of an immediately payable fine of 10 % a day of the total sum
that he owes us. |
| 9.3 |
|
If postponement of payment is granted to client or when
he is declared bankrupt, we shall be entitled to collect the supplied
wood from client at once without any prior notification. Paragraph 2 of
this article shall apply by analogy. |
| 10.1 |
|
Complaints must be lodged with the delivery of the goods
or with completion of the work and stated in the delivery voucher included
with the goods or stated with the condition on delivery. |
| 10.2 |
|
After the client has received the product, he shall have
the right to reclaim the product within 8 days after receipt of the goods
or the delivery of work, or within a similar period, if he can prove that
a failure has been discovered in fairness or can be discovered. These
claims shall be submitted by registered mail. |
| 10.3 |
|
If the provisions in paragraph 1 or the period referred
to in paragraph 2 of this article is exceeded, or if goods supplied by
us have been processed, the right of recovery shall cease and it shall
therefore never be possible anymore to invoke this right. |
| 11.1 |
|
In the event of cancellation of the agreement by client
due to whatever cause, we shall reserve the right to require compliance. |
| 11.2 |
|
If we accept a cancellation, we shall be entitled to charge
client for all costs incurred until then, as well as a percentage of 20%
of the sum involved in the agreement with regard to lost profits. |
| 12.1 |
|
If client does not meet the obligations or does not meet
them in time or sufficiently, which obligations for him are the result
of the concluded agreement, or if there is a well-founded fear for this,
as well as in the event of bankruptcy or moratorium on payment of client
or with the closing down, sales or winding-up of his company, we shall
be entitled to suspend the implementation of the agreement, or dissolve
the agreement. |
| 12.2 |
|
The claims with regard to the already implemented part of
the agreement, as well as damage resulting from the suspension of dissolution,
including lost profit, shall be due and payable at once. |
| 13.1 |
|
Except for intentional act or gross negligence on our side,
all liability on our part for damage of whatever nature as a result of
failures in or regarding sold goods or performed work, both with client
or third parties, shall be explicitly excluded. |
| 13.2 |
|
Except for intentional act of gross negligence, we shall
also not be liable for errors by our staff, or by persons that are recruited
by us as part of the implementation of the agreement. |
| 13.3 |
|
Except for explicit written confirmation, we shall not be
bound in any way by arrangements with secondary members of our staff. |
| 13.4.a |
|
We do not accept any liability for failures that are caused
when client, in deviation from/in contrast with the intended installation
method, wishes to place pieces of work "separately", that is to say, in
the open space, although the walls within certain things have to be mounted
are not ready yet. |
| 13.4.b |
|
We do not accept any liability for damage caused in the
event client does not comply with the requirements, as described in article
6. |
| 13.5 |
|
We do not accept any liability for errors or failures in
data made available by third parties or client. |
| 14.1 |
|
All agreements concluded by us shall solely be governed
by Dutch law, which therefore means that the Vienna Purchase Treaty is
also excluded. |
| 14.2 |
|
All disputes resulting from agreements concluded by us shall,
in so far as possible in accordance with statutory provisions, with the
exclusion of every other authority, belong to the competence of the competent
court of the place of our business address, or the place of the business
address of our client. |
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