Terms and conditions

General Terms and Conditions of Delivery Easy Sanitary Solutions B.V.

Article 1: Definitions and applicability
1. Seller: Easy Sanitary Solutions B.V.
2. Buyer: the contracting party of the Seller.
3. These general terms and conditions apply to all offers, quotations, agreements or other services of or with the Seller and are explicitly understood to include repair or maintenance work.
4. The Seller expressly rejects the applicability of any general terms and conditions used by the Buyer.
5. Only deviations from these general terms and conditions agreed in writing between the Seller and the Buyer are valid.
6. The nullability or invalidity of one or more provisions in these general terms and conditions does not affect the legality of the other provisions. With regard to this/these provision(s), statutory conversion takes place pursuant to Article 3:42 of the Dutch Civil Code.
7. The Dutch text of these general terms and conditions shall prevail over translations thereof.

Article 2. Offers, prices and agreements
1. All offers and price lists of the Seller are without obligation, unless explicitly stated otherwise.
2. All quoted prices or offers are net, exclusive of: VAT, import duties, other taxes, levies and duties, costs of loading and unloading and transport, packaging costs, assembly and installation costs, unless expressly stated or agreed otherwise.
3. A composite quotation does not oblige the Seller to deliver part of the products or services mentioned in the offer or quotation at the specified (partial) prices.
4. If, after the date of the offer and/or the conclusion of the agreement and before the date of delivery, one or more of the cost factors undergoes a change, then the Seller is entitled to adjust the agreed price accordingly, even if the Seller has made a binding offer.
5. Agreements concerning the delivery of products and/or services are only effected after the sending of an order confirmation by the Seller to the Buyer.
6. In the event that an agreement is concluded with several contracting parties, they are all jointly and severally liable towards the Seller.

Article 3: Delivery times
1. The delivery time is specified by the Seller as accurately as possible. The seller is obliged to endeavour to fulfil within this specified time. The delivery times stated by the Seller are not final deadlines.
2. The Buyer is not entitled to any compensation in any form whatsoever if the stated delivery time is exceeded, unless explicitly agreed in writing.
3. The Buyer cannot cancel the order or refuse acceptance and/or payment of the products on account of the delivery time being exceeded.
4. If the Buyer refuses to accept the products, then the Seller is entitled to store the products elsewhere at the Buyer’s expense, without prejudice to the Buyer’s obligation to pay the agreed purchase price.

Article 4: Delivery and risk
1. Delivery shall be ex-works in accordance with the most recent Incoterms of the Seller or of the third party/ parties engaged by it, unless expressly agreed otherwise in writing.
2. In the event that delivery does not take place in accordance with the provisions of paragraph 1 of this Article, the products will be delivered/sent to the agreed place or places in the manner as determined in the quotation or order confirmation or as subsequently agreed in writing between the parties. The parties then agree in writing for whose account and at whose risk the transport takes place.
3. In the event that delivery on demand has been agreed without any time limits being set for the call, the Seller is entitled, if within three months after the conclusion of the agreement not all products have been requested, to summon the Buyer to specify a term within which everything will have been requested. The period to be named by the Buyer must be within three months from the day of the Seller’s summons. The buyer is obliged to comply with the abovementioned summons, failing which the Seller is authorised to dissolve the purchase without judicial intervention and to claim compensation if required.
4. The Seller is entitled to deliver in parts (partial deliveries) and to invoice these separately to the Buyer.

Article 5: Quantity
1. A consignment note, delivery note or similar document issued with the delivery of products shall be deemed to accurately reflect the quantity of the delivered goods unless the Buyer notifies his objection (without prejudice) to the Seller on the consignment note and/or delivery note immediately after receipt of the products.
2. Even if the Buyer notifies the Seller in time that he has delivered less than stated on the document referred to in the first paragraph of this Article, this does not entitle him to suspension of payment.

Article 6: Quality, description, responsibilities and order confirmation
1. The Seller undertakes on behalf of the Buyer to deliver the products or services in accordance with the description, quality and quantity as stated in the order confirmation sent by the Seller to the Buyer.
2. Samples or models shown to the Buyer are provided by way of indication only, without the products to be delivered by the Seller having to comply with them.
3. Minor deviations in the quality, colour, design, weight, size and the like of the products delivered by the Seller do not provide any grounds for the Purchaser to dissolve the contract (whether or not partially), nor does this justify a reduction of the purchase price due.
4. The Seller accepts no responsibility or liability for designs, sketches, diagrams and the like made by or on behalf of the Buyer, nor for materials or parts that are explicitly expected by or on behalf of the Buyer. The Buyer shall indemnify the Seller at first request against third-party claims on that basis.
5. With regard to services and advice provided by the Seller, the Seller has an obligation to use its best efforts but has no ensuing responsibility. It is also the case that advice given by the Seller will never replace the instructions and assembly guide enclosed with the delivered products. The Buyer himself is responsible for checking whether the advice issued by the Seller is appropriate for the desired application. The Seller is not liable for this.

Article 7: Desire for collateral and suspension
1. If the Seller has reasonable doubt about the payment capacity or solvency of the Buyer, the Seller is entitled to suspend delivery until the Buyer has provided sufficient security for the fulfilment of his (payment) obligations to the Seller.
2. Whether the collateral offered by the Buyer as referred to in paragraph 1 is sufficient is at the discretion of the Seller. The Buyer is liable for the damage suffered by the Seller due to this delayed delivery or despatch.

Article 8: Liability
1. Irrespective of, and additional to, limitations in the Seller’s liability as described elsewhere in this agreement, as in Article 6 for example, the following applies.
2. The Seller is not liable for any damage suffered by the Buyer or a third party in connection with or arising from the agreement entered into with the Seller or in connection with or arising from (unlawful) actions by the Seller. This exclusion of liability does not apply if the damage suffered by the Buyer or third parties is directly and exclusively the result of intent or gross negligence or deliberate recklessness on the part of the Seller or his supervisory personnel in a managerial capacity.
3. Insofar as it may be established in court that the limitation of liability described in paragraph 2 cannot be maintained, then the amount to be paid by the Seller in respect of compensation will never exceed the amount that the Seller’s insurer will pay for the claim. If the insurer in any event offers no cover or does not pay, and the Seller is indeed liable, the liability of the Seller is limited to – at the Seller’s choice – are-delivery of the faulty goods/products, or a refund of the invoice amount of the products concerned.
4. In all cases, the Seller is never liable for consequential damage and indirect trading loss, business stagnation damage, delay in construction, loss of orders, loss of profit, processing costs and the like.
5. Any claim against the Seller lapses by the mere passage of one year after the claim has arisen towards the Seller.
6. Statements on the Seller’s part about the quality or other properties of the products are only binding on it if they have been made in writing with the unequivocal intention to give a binding statement.

Article 9: Packaging
1. Reusable packing materials (packaging, pallets, etc.) used by the Seller for supply and/or delivery of the delivery shall be charged separately on the invoice together with the delivered products by the Seller.
2. For returned packaging, as referred to in the first paragraph, a credit invoice will be sent to the Buyer shortly after receipt of said packaging by the Seller.
3. Contrary to the provisions in the previous paragraphs, the Seller will not owe any payment for packaging that is returned in bad condition.

Article 10: Return shipments
1. Return shipments are only accepted if this has been agreed in writing.
2. Damaged products and packaged products, whose packaging is missing or damaged, can never be returned. The receipt of products sent by the Buyer never implies any acknowledgment on the part of the Seller of any fault or shortcoming whatsoever in the fulfilment alleged by the Buyer.
3. On return shipments, the Seller is entitled to charge as reimbursement of costs at least 25% of the corresponding invoice value.

Article 11: Force majeure
1. If the Seller is unable to deliver or to deliver in a normal manner due to a non-attributable shortcoming (force majeure), he will have the right to extend the delivery time by the duration of the force majeure or to cancel the order, insofar as this has not yet been carried out, without any obligation to pay compensation by the Seller.
2. Among other things, force majeure will include: war, riots, disorder, molestation, strikes and exclusion, natural disasters, blocking of supply, breakage of machines and/or equipment, unavailable transport, stagnation in supply, government measures as well as any circumstance, whatsoever, making it reasonably impossible for the Seller to deliver in a normal manner.

Article 12: Retention of title
1. All products delivered or supplied or to be delivered or to be supplied remain the property of the Seller, until the Buyer has paid the agreed price and all obligations – whether arising from earlier or later agreements concluded with the Seller – have been fully met.
2. In case of non-fulfilment by the Buyer of any obligation towards the Seller, the latter is entitled without prior notice of default and judicial intervention to declare the agreement dissolved and to take back the products.
3. In the case referred to in paragraph 2, the Seller shall be entitled to unhindered access to the products, whereby the Buyer shall now undertake to cooperate fully with the Seller so that the latter may exercise this retention of title by taking back the delivered products.
4. Notwithstanding the foregoing, the parties agree that the property-law consequences of the retention of title of an item intended for export are governed by the law of the State of destination, provided it is more advantageous for the Seller, if, on the grounds of that right, the retention of title on resale, accession or merger does not lose its effect until the price has been paid in full. In that event the Buyer retains ownership of the item for the Seller where the product delivered by the Seller has been transferred, and the Seller is not liable for this. If the products supplied by the Seller, where a retention of title rests, form a new case in conjunction with goods delivered by other suppliers, then the Seller possibly obtains joint ownership with the other suppliers – to the exclusion of co-ownership of the Buyer – of the new case, whereby the Seller’s share in the new case is in proportion to the outstanding invoices of the Seller with regard to all products delivered by the Seller under retention of title.

Article 13: Claims
1. The buyer is obliged to check all delivered or supplied products, including packaging, immediately upon delivery or supply for external shortcomings, damage and other visible defects and as soon as possible thereafter to check for any defects that are not directly visible.
2. Visible defects in the delivered goods must be reported by the Buyer immediately upon receipt; upon delivery these should be noted on the enclosed document or the consignment note/delivery note in the absence of which the Seller does not have to accept claims pertaining thereto. Defects in the delivered items that cannot be identified immediately upon receipt must be identified as soon as possible and in any case within 8 working days after the defects have been identified or reasonably should have been identified. Minor deviations that are considered acceptable in the trade do not constitute grounds for claims.
3. In the event that the claim is upheld by the Seller, the Seller shall only be obliged to supply replacement products or comparable (new) services, or to credit the invoice with reimbursement of the purchase price, the foregoing at the Seller’s decision and choice. Return shipments are not permitted without the prior consent of the Seller and do not oblige the Seller to automatically proceed to replacement, repair or crediting.
4. The buyer must point out to his customers the work instructions that are included with all of the Seller’s products. The Buyer’s customer must follow these work instructions to ensure that any claims are covered by the provided warranty. In the event of defects in the delivered goods, the Buyer shall only have claims on the Seller, insofar as the products have been processed or installed in accordance with the work instructions and the claim has been submitted in time in accordance with the provisions of these general terms and conditions.
5. Timely (and correctly made) claims submitted to the Seller do not give Buyer the right to suspend or adjust the payment of the purchase price/fee, nor the right to dissolve the concluded agreement in whole or in part.
6. Any legal claims and defences based on submitted claims must – on penalty of lapse of this right – be served within one year after the claim is submitted.

Article 14: Payment.
1. Unless the parties have expressly agreed otherwise in writing, payment of the invoice net shall take place at the latest within 30 days of the invoice date.
2. The Buyer is not authorised to adjust any amount on the payments on account of a counterclaim made by him.
3. The Buyer is in omission without notice of default being required from the first day after the agreed or applicable payment term has expired.
4. From the first day that the Buyer has been in omission in accordance with the foregoing paragraphs in this Article, statutory commercial interest will be owed, calculated from the due date of the invoice until the day of full payment.
5. If the Seller, upon the Buyer getting into default, proceeds to extrajudicial measures, under which are expressly included demands, further warning notices or collection measures taken by or on behalf of the user, the costs thereof shall be borne by the Buyer. The extrajudicial costs shall amount to at least 15% of the invoice amount with a minimum of EUR 150. If the Seller incurs legal costs for collection, these will be fully borne by the Buyer.

Article 15: Jurisdiction, applicable law and competent court.
1. Jurisdiction is exclusively reserved to a Dutch court.
2. The agreements concluded between the Seller and the Buyer are exclusively governed by Dutch law. The disputes resulting from the concluded agreements will also be settled under Dutch law. Application of the Vienna Sales Convention is excluded.
3. All disputes between the Buyer and the Seller will be settled exclusively by the competent court in thedistrict of the Seller’s place of business. These General Terms and Conditions were on 24-04-2018 deposited at the Registry of the court in Almelo (Overijssel) and registered there under registration number: 13/2018

 

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