GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT OCD NEDERLAND B.V. BARDAHLPROSHOP.COM
GENERAL TERMS
Article I. Applicability
1.1 These terms and conditions apply to all agreements concluded by OCD Nederland B.V., hereinafter referred to as the seller, with a third party, hereinafter referred to as the buyer, or agreements resulting therefrom, as well as to offers and quotations made by the seller, insofar as the parties have not expressly deviated from these terms and conditions in writing.
1.2 At all times, these terms and conditions will prevail over any terms and conditions used by the buyer or third parties, insofar as this has not been expressly agreed otherwise in writing.
Article II. Offers & Prices
2.1 All offers, quotations and advice made by the seller are without obligation, even if they are contained in price lists and brochures, unless a period for acceptance is stated in the offer.
2.2. The seller cannot be held to his quotations or offers if the buyer could reasonably have understood that the quotation or offers, or a part thereof, contains an obvious mistake or clerical error.
2.3 If samples have been shown or provided, they only serve to give an impression of the product to be supplied. Such samples are never decisive for the composition and/or quality of the goods to be supplied.
2.4 Pictures, catalogues and drawings give a general representation of the items carried by the seller. The dimensions, weights and technical data indicated in an offer are approximate only, unless expressly guaranteed in writing. Normal, industry-permissible, deviations are permitted.
2.5 Any communications or commitments made by the seller intermediaries, employees and/or representatives, are not binding on the seller, subject to written confirmation.
2.6 The seller's prices are based on the market prices, material prices, freight costs, salaries, foreign exchange rates, social security contributions, insurance premiums, transport costs and excluding any taxes or other levies applicable at that time. An increase or decrease in such costs may be settled by the seller. An increase in the market prices of goods to be purchased by the seller for the buyer can be passed on by the seller to the buyer.
2.7 All prices stated by the seller are exclusive of VAT, unless expressly agreed otherwise.
Article III. Delivery and risk
3.1 Delivery will take place at the office of the seller, unless expressly agreed otherwise.
3.2 If the goods are to be transported to the buyer or to a third party, this shall be done free of charge, unless expressly agreed otherwise. In that case, the buyer must cooperate with the delivery act at all times. The seller is free to choose the means of transport. Unless otherwise stipulated, the buyer shall take care of the discharge.
3.3 Delivery takes place by presenting the goods at the agreed place or at the point that is reasonably accessible for the chosen means of transport.
3.4 The delivery of consignment or similar goods shall take place at the seller's place of business immediately after the conclusion of the contract of sale. From that moment on, the goods are at the risk of the buyer.
3.5 From the start of the transport of the goods, the goods to be delivered by the seller are at the expense and risk of the buyer. The buyer indemnifies the seller against all claims of the carrier. If the unloading of the goods is delayed due to the fault of the buyer, all costs arising therefrom will be borne by the buyer.
3.6 A consignment note, delivery note or similar document issued on delivery shall be deemed to accurately reflect the quantity and quality of the goods, unless the buyer has notified the seller in writing of any objections to this immediately upon delivery. In the event that the buyer notifies the seller in a timely manner, the buyer does not have the right to suspend payment of what has been delivered.
3.7 Delivery times specified by the seller are always considered to be approximate. A delivery time can never be considered a deadline. If a term is exceeded, the buyer must first give seller notice of default in writing and the seller must be given a notice of delivery within a reasonable period of time.
Article IV. Packaging
4.1 For packaging material such as crates, crates, boxes, bottles, lusts, (pool) pallets, etc., which are not intended for single use, the seller can charge a deposit / rotation costs to the buyer, which must be paid together with the payment of the delivered goods.
4.2 If no further instructions have been given to the seller, the method of packaging is determined by the seller with due care, without him bearing any liability with regard to the choice of packaging and without being obliged to take back the packaging. The provisions of this paragraph apply mutatis mutandis if the seller is unable to deliver in the agreed packaging as a result of force majeure.
Article V. Returns
5.1 The buyer does not have the right to refuse to take delivery of sold goods or to return delivered goods, except with the prior written consent of the seller. Any costs arising from this for the seller are at the expense of the buyer.
Article VI. Force majeure
6.1 Circumstances of such a nature that demanding compliance with or further performance of the agreement would be manifestly unreasonable towards one of the parties shall be considered force majeure. Such circumstances are in any case the case of strikes, fires, sinking of goods during transport, water damage, government measures, delays in shipment or transport prohibitions and imports, war, mobilization, transport export or import obstacles.
6.2 In such a case, the seller is not obliged to continue the contract and is not obliged to pay compensation. In the event of continuous force majeure, the agreement is deemed to have been dissolved by operation of law, but in such a case the buyer is obliged to pay the seller for the goods and services delivered for the situation of force majeure. In the event of temporary force majeure, the seller's obligation to deliver will be suspended until the seller will reasonably be able to deliver, or the seller has the right to cancel the agreement insofar as it concerns the part affected by the impediment. If the buyer gives the seller a written notice to do so, the seller is obliged to declare his choice within 8 days. If the obstacle does not last longer than 1 month, the seller is not entitled to cancel.
Article VII. Retention
7.1 All delivered goods remain the property of the seller until all current and future claims for whatever reason, including interest and collection costs that have become due, have been paid in full by the buyer.
7.2 The buyer is not entitled to have goods that have not yet been paid for in full or on which the retention of title still rests in the aforementioned sense, other than as a result of normal processing according to their purpose, transferred to third parties, or to have these goods pledged or any other security right, in the broadest sense of the word, by any agreement or act to third parties, to provide.
7.3 In the event of a breach of any of the foregoing provisions, or of one of the provisions contained in Article VIII, the seller's claim shall be immediately due and payable and any arrangements made shall lapse.
Article VIII. Payment
8.1 Payment must always be made in cash and without any discount or compensation, unless otherwise agreed. Payment must be made within the agreed payment term and, failing that, within 14 days of the invoice date, by payment in cash at the seller's office, or by bank transfer to a bank account indicated by the seller.
8.2 The seller is entitled to include a credit restriction surcharge of 2% on invoices, which the buyer is unconditionally liable for in the event of non-payment on the due date.
8.3 The seller is always entitled, before proceeding with delivery or further delivery, to demand sufficient security from the buyer, so that the buyer will meet his payment obligations. If the requested security has not been provided within a period set for this purpose, the seller has the right to dissolve the agreement, or for the part that has not yet been performed, by simple notification to the buyer without judicial intervention being required.
8.4 If the buyer defaults on payment within the agreed payment term, the other party will be in default by operation of law. In such a case, the seller's entire claim is immediately due and payable. In that case, all any discounts indicated will lapse and the buyer will owe the seller an interest of 1% per month without further notice of default, a part of a month to be charged for a full month, starting on the due date. Furthermore, the buyer owes the seller all costs, both judicial and extrajudicial, which the seller must incur in order to obtain payment of his claim. The extrajudicial collection costs when handing over a claim amount to 15% of the amount given for collection, with a minimum of € 75.00. If the bankruptcy of the buyer is filed with regard to collection measures, the buyer will also owe the costs of the bankruptcy petition in addition to the principal amount, interest and collection costs.
8.5 In the event that the buyer is declared bankrupt, is granted a moratorium, proceeds to liquidate or sell his business and furthermore if his goods or part thereof are seized, the seller is immediately entitled, regardless of any arrangement made, to take back the goods, in which case the agreement(s) is (are) dissolved without judicial intervention, without prejudice to the seller's right to compensation for damages, loss of profit, interest and any collection costs incurred.
Article X Warranties and Complaints
10.1 The seller guarantees the buyer the soundness of the goods delivered by him for the application indicated by the seller or as evidenced by the agreement. In the event of a well-founded complaint, the seller will, at his option, either pay fair compensation up to a maximum of the invoice value of the delivered goods on which the complaint is based, or arrange for repairs, or replace the delivered goods with the original goods being returned. Further damages are expressly excluded.
10.2 Any warranties provided do not give rise to more extensive liability than is specified in those warranties. Warranties are never more extensive than those provided by the manufacturers of the goods in question.
10.3 The provisions of Article 10.1 shall not apply if:
a. the buyer is in default vis-à-vis the seller;
b. the goods have been exposed to abnormal conditions, such as soiling, or have otherwise been handled carelessly, injudiciously or contrary to the instructions for use;
c. the goods have been stored for longer than normal and it is likely that this has caused a loss of quality;
d. The seller has not been given the opportunity to investigate the complaint within 8 days of discovering a defect and a complaint has not been submitted in the manner prescribed in Article 10.4 and within the period specified therein.
10.4 Immediately after delivery, the buyer is obliged to check for defects, defects and the like. The right to lodge a complaint lapses if a possible complaint has not been made known to the seller in writing within the shortest possible time, but no later than 5 days after delivery and in the case of perishable goods within 24 hours after delivery. Defects, shortcomings and complaints that could not reasonably be detected during inspection must be made known in writing, under penalty of forfeiture, and at the latest within 5 days after they have been found, or could reasonably have been detected according to the standards of an attentive buyer. However, any right to lodge a complaint expires after a period of 3 months after delivery. In the case of perishable goods, any right to complain lapses if this is not reported in writing to the seller within 24 hours of delivery.
10.5 Complaints never give the buyer the right to suspend his payment obligations.
Article XI. Liability
11.1 If the seller is liable, this liability is in any case limited to the amount of the payment from its insurer, at least a maximum of the invoice amount or at least that part of the order to which the liability relates.
11.2 The Seller is never liable for indirect damage, including consequential damage, loss of turnover and profit, missed savings and damage due to business interruption.
11.3 Subject to the provisions of this article, the seller, his personnel and the third parties engaged by the seller shall not be liable for any damage suffered by the buyer or for any damage to third parties, unless otherwise provided by law.
11.4 The seller is never liable for defects in products and/or activities originating and/or carried out by third parties, unless otherwise stipulated by law.
11.5 If the buyer does not comply with any obligation arising from this or any other agreement concluded with him, or fails to do so in a timely manner or properly, as well as if the buyer is declared bankrupt, or if his bankruptcy has been filed, or if the buyer has applied for a suspension of payments or decides to or proceeds to (partially) shut down, liquidation or liquidation of his business, as well as if any attachment is imposed on the buyer, the buyer shall be deemed to be in default by operation of law and the seller shall have the right, without notice of default and without judicial intervention being required, at the seller's discretion:
a. suspend the performance of any, more or all of the seller's obligations for whatever reason;
b. Even if it had been agreed otherwise, for any execution of any obligation arising from the contract with the buyer for the seller, to demand cash payment or to dissolve the agreement in whole or in part or to declare it dissolved, without the seller being obliged to pay any compensation. In that case, the seller has the right to immediately claim from the buyer all damage suffered and to be suffered by it, as well as lost profits, interest and any extrajudicial collection costs that may have arisen. All claims made by the seller against the buyer become immediately due and payable. All costs to be incurred by the seller, including the costs of legal assistance, caused by or related to the buyer's breach of contract, will be borne by the buyer.
Article XII. Translations
12.1 Only the Dutch version of the general terms and conditions is authentic. If a translation differs, the Dutch version shall prevail. In the event of ambiguities in the text of translations, the Dutch text is decisive for their interpretation.
Article XIII. Disputes and applicable law
13.1 All legal relationships to which the Seller is a party are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
13.2 Only the court in the place of business of the Seller has jurisdiction to hear disputes, unless otherwise provided by law. Nevertheless, the seller has the right at all times to submit the dispute to the competent court according to the law.