FOGSYSTEMS.EU

GENERAL DELIVERY AND PAYMENT CONDITIONS

VereProducts te Biggekerke, The Netherlands

Article 1. Applicability

  1. These general terms and conditions apply to all our offers and to all agreements entered into by us, regardless of their name. In particular, these conditions also apply to agreements entered into by us for the delivery of goods to our buyers.
  2. Where these general terms and conditions refer to “buyer”, this must be understood to mean any natural or legal person who has a contractual relationship with us under a purchase agreement concluded with us, or who wishes to enter into another type of agreement. In particular, “buyer” also includes the person whose order and for whose account goods are delivered.
  3. The provisions of these general terms and conditions may only be deviated from if and insofar as this has been expressly agreed in writing.
  4. If the buyer also refers to (his) general terms and conditions, the buyer’s terms and conditions do not apply. This is only different if and insofar as the applicability of the buyer’s terms and conditions do not conflict with our general terms and conditions, then only the provisions of our terms and conditions apply. Any other provision in the buyer’s terms and conditions does not affect the foregoing.
  5. Where these general terms and conditions refer to “delivery (of goods)”, this also includes the performance of services and activities of any kind.

Article 2. Quotations

  1. All our quotations should be regarded as invitations to the potential buyer to make an offer. They therefore do not bind us in any way, unless the contrary is expressly and unambiguously (in writing) stated in the quotation itself. The order given to us serves as an offer, which is only deemed to have been accepted by us after written confirmation from us (the so-called order confirmation).
  2. The quotations made by us include – especially with regard to the provisions of the previous paragraph -: designs, drawings, models, samples, descriptions, images and the like, as well as any appendices and documents relating to our quotations. All this, as well as tools made by us in this context, remains our property, must be returned to us at our request and may not be copied and/or given to third parties without our express written permission. We also reserve any existing rights under intellectual and industrial property.
  3. If the order to which our quotation relates has not been placed with us within 3 months after the day on which we submitted our quotation, we may pay the costs associated with submitting our quotation, including the costs of making charge the buyer for the tools referred to in the previous paragraph.

Article 3. Conclusion of agreement

  1. An agreement with us is only concluded when we have accepted an order given to us in writing. An agreement is deemed to have been concluded at the time we send the order confirmation.
  2. The buyer is bound to his order, in whatever form given to us, for a period of 8 days after the date of the order or (if it concerns an oral order) after the order has been placed. A statement by the buyer that he wishes to cancel or change his order, issued during this period of 8 days, cannot therefore prevent an agreement based on the (original) order from being concluded if we still accept/confirm the order. within this 8 day period.
  3. The order confirmation sent by us to the buyer is deemed to fully and correctly reflect the content of the concluded agreement. The buyer is deemed to agree with the contents of our order confirmation, unless he informs us in writing within 8 days of the date of our order confirmation that he does not agree with the contents.
  4. Any additional agreements and/or commitments made and/or made by our employees, or made and/or made on our behalf by other persons acting as representatives, only bind us if these agreements and/or commitments have been made by our director(s) authorized to represent us. ) have been confirmed in writing.

Article 4. Prices

  1. Our prices are exclusive of sales tax and, unless expressly agreed otherwise in writing, exclusive of packaging, transport costs and other costs.
  2. The prices stated in quotations, contracts and order confirmations are based on the cost factors applicable at the time the agreement was concluded, such as exchange rates, manufacturer prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies.
  3. We reserve the right, if increases in one or more of the cost factors occur after the date on which the agreement was concluded, but before the day of delivery, to charge these increases to the buyer. to take. Furthermore, in such a case we have the right to declare the agreement dissolved in whole or in part without legal intervention being required. This latter right also accrues to the buyer, but only if we take the position within 1 month after concluding the agreement that changes in the cost and an increase in the price stated in the order confirmation results. If the buyer exercises this right, he must request cancellation by registered letter within14days after receiving the relevant communication from us. /span>

Article 5. Delivery and delivery times

  1. The delivery times stated by us start on the day on which the agreement is concluded, provided that we have all the information we need for the execution of the order. The delivery times stated by us will never be regarded as deadlines, unless expressly agreed otherwise in the individual agreement. In the event of late delivery, we must therefore be given written notice of default. If – notwithstanding the above – a penalty for exceeding the delivery time has been expressly agreed in the individual agreement, this is not due if the exceeding of the delivery time is the result of the cases of force majeure referred to in Article 10 of these general terms and conditions.
  2. Unless the order confirmation shows the contrary, delivery of goods will take place free of charge when the invoice amount is more than €75, in other words: seventy-five euros. Furthermore, the goods travel at the expense and risk of the buyers. We deliver to foreign buyers ex warehouse, unless otherwise agreed. Furthermore, the goods travel at the expense and risk of the buyers. Customs clearance is taken care of by us, but is at the buyer’s expense.
  3. Unless buyers arrange for a forwarder themselves, the goods will be shipped by us in a manner that we deem favorable with forwarders of our choice at the expense and risk of the buyer.
  4. If a buyer requests that goods be delivered in a manner other than the usual one, we may charge the associated costs to the buyer.
  5. If delivery is made in parts, we have the right to regard each delivery as a separate transaction.
  6. The buyer is obliged to take delivery of the purchased item within the agreed time. Failing which, we are entitled – at our option – to demand, on the basis of the provisions of Article 6:60 of the Dutch Civil Code, that the competent court will release us from our obligation to deliver the agreed goods, or without prior notice of default to demand payment of the purchase price of the unused portion. If the buyer does not meet his payment obligation, we are entitled to declare the agreement dissolved without legal intervention. If the buyer fails to demand payment of the purchase price in accordance with the above, the goods will be deemed to have been delivered and we will store the goods at the expense and risk of the buyer, in return for reimbursement of all resulting costs.

Article 6. Complaints by the buyer

  1. The buyer guarantees the accuracy and completeness of and is responsible for the information he has provided to us. Where the data, dimensions, color fastness and the like provided by us in our quotation, or what forms part of it under Article 2, paragraph 2, are concerned, the buyer must take into account the usual tolerances and minor changes in the goods delivered by us. More specifically, this applies to deviations from the contracted quantity; Here too, the buyer must take usual clearances into account. The goods delivered by us may therefore deviate from the description in the order if and insofar as this concerns minor size differences, quantity differences and minor changes.
  2. Complaints from the buyer, which relate to defects in items that are externally visible, must be filed by the buyer within 14  days after delivery ( or within14   days after the invoice date), if the goods (could not) be delivered to the buyer, we will be notified. This must be done by registered letter containing a clear, precise description of the complaint and stating the invoice with which the relevant items have been invoiced. The buyer must carry out a careful and timely check.
  3. Defects that were not externally noticeable at the time of delivery, nor could have been apparent during a careful and timely inspection, must be reported by the buyer within 30  days after these defects came to light, we will be notified in the manner stated in paragraph 2.
  4. Any right of action of the buyer against us relating to defects in the goods delivered by us shall lapse if:
  5. the defects have not been brought to our attention within the periods set out in paragraphs 2 and 3 above and/or have not been brought to our attention in the manner indicated therein;
    1. the buyer does not provide us with sufficient cooperation in an investigation into the validity of the complaints;
    1. the buyer has not set up, handled, used, stored or maintained the items correctly or has used or handled the items under circumstances or for purposes other than those anticipated by us;
    1. The application of the use of the goods with regard to which the complaints have been expressed by the buyer will be continued;
    1. the warranty period stated in the individual agreement has expired or, if such a period is missing, the complaints are only made after a period of more than1  month since delivery time expired.
  7. In disputes regarding the quality of the goods delivered by us, a reputable agency designated by us will make a binding decision.

Article 7. Liability

  1. The buyer can only assert (warranty) claims against us if the warranty obligations with regard to the goods delivered by us have not been assumed by third parties (such as manufacturers). In that case, our liability is limited to defects that are the result of manufacturing and material errors.
  2. In the event of a complaint, if the validity of the complaint and the quality are determined by us and if we are also liable as referred to in paragraph 1, we are only obliged to do so at our discretion:
    1. (free) repair of defects;
    1. b. delivery of replacement goods or parts, after receipt of the defective goods or parts;
    1. reimbursement of the purchase price received/crediting of the invoice sent to the buyer with termination without legal intervention of the concluded agreement, all insofar as the purchase price, the invoice and the agreement relate to the defective goods delivered;
    1. compensation to be paid in consultation with the buyer in a form other than that referred to above.
  3. If the buyer has carried out repairs and/or changes to the goods without prior, express and written permission, any warranty obligation on our part will lapse.
  4. Except for any obligations on our part under the above, we are never obliged to pay any compensation to the buyer and others, unless there is intent or fault on our part (to be proven by those who hold us liable by means of legal means). . the purchased item remains to be purchased within the agreed time and we In particular, we are never liable for consequential or business damage, direct or indirect damage, including loss of profit and standstill damage – suffered by the client, his subordinates and at or or third parties employed by him, due to full or partial (re)deliveries of goods, delayed or defective delivery, or the failure to deliver goods or due to the goods themselves.
  5. The buyer is not entitled to return items for which there is no motivated complaint. If this happens without valid reasons, all costs associated with return will be borne by the buyer. In that case, we are free to store the goods with third parties at the expense and risk of the buyer.
  6. The buyer is obliged to indemnify us against all claims that third parties may have against us with regard to the execution of the agreement, insofar as the law does not prevent the damage and costs arising from these claims from being borne by the buyer.

Article 8. Retention of title and security

  1. Goods delivered by us remain our property until full payment of all that the buyer owes us on account of, in connection with or arising from the goods delivered by us. If we deem this necessary, we have the right to demand certainty from the buyer regarding the fulfillment of his obligations.
  2. The buyer does not have the right to pledge the unpaid items, to establish a non-possessory lien on them or to establish any other real or personal right on behalf of a third party.
  3. Without prejudice to the provisions of this article, the buyer is permitted to sell the goods to third parties, but only in the context of his normal business operations. The buyer is then obliged to transfer the acquired funds to us without delay, or, if the sale has not been made against cash payment, to transfer the acquired claims to os without delay.
  4. If, as a result of treatment or processing by the buyer, our right of ownership of the goods delivered by us is lost, the buyer is obliged to immediately establish a non-possessory lien on our behalf on the goods arising after the treatment or processing.
  5. We are at all times entitled to take possession of the goods that are in the possession of the buyer (or third parties), but which belong to us, as soon as we can reasonably assume that there is a real chance that the buyer will not fulfill his obligations. . The foregoing does not affect the rights that arise for us under common law: in particular, we also reserve the right to sue the buyer for damages after taking possession of the goods.
  6. The buyer is obliged to insure the risk of fire and theft with regard to unpaid items and to demonstrate this insurance at our request.

Article 9. Payment

  1. Payment must be made in Euros, unless otherwise agreed, without any deduction or discount, in cash at the location where we are located or by transfer to a bank account designated by us, in both cases immediately after delivery of the goods in question, at least within7days after the invoice date, all unless expressly agreed otherwise in writing. When paying by bank, the day of crediting our bond or giro account counts as the day of payment.
  2. If the buyer does not make (full) payment on time, he is in default without further notice of default being required. We then have the right, if there is sufficient connection with the buyer’s failure to comply, to suspend the fulfillment of all our obligations towards the buyer, without prejudice to all our rights arising from common law.
  3. We are also entitled to require cash payment before delivery of the goods or a guarantee for timely payment for all deliveries still to be made. Furthermore, we are then entitled to terminate the agreement without legal intervention, whereby the buyer is then obliged to return the delivered goods or to otherwise undo the performance we have provided, without prejudice to our right to compensation. If the buyer fails to make timely payment, he will forfeit to us or the seller’s credit insurer, without any further notice from us being required, interest from the due date until the day of full payment equal to the statutory interest plus < /span> everything excluding sales tax. In addition, all adverse consequences of loss of exchange rate or otherwise resulting from late payment or non-payment will be borne by the buyer, even if the buyer would have fulfilled his payment obligations on time in accordance with the provisions existing in his country, but circumstances or measures beyond his control prevent the transfer have taken place in a way that is detrimental to us.45 euros  % of the principal sum with a minimum of 12% per year, calculated on the unpaid amount, which interest is immediately due without further notice of default. All costs associated with the collection of invoiced amounts (including extrajudicial collection costs) will be borne by the debtor. The extrajudicial collection costs amount to a minimum of 8
  4. In accordance with Article 6:44 of the Dutch Civil Code, payments will first be deducted from the costs referred to in paragraph 3, then from the interest accrued and finally from the principal amount and current interest.
  5. If a significant deterioration occurs in the buyer’s financial position after the conclusion of the agreement, but before delivery of the goods, we are entitled to refrain from further execution of the agreement in whole or in part, or to demand a change in the payment terms.
  6. The seller can transfer his claims arising from all transactions to a credit insurer of his choice.

Article 10. Force majeure

Force majeure is understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be expected of us (non-attributable shortcomings in compliance). Force majeure also includes: war, disturbances and hostilities of any nature, blockade, boycott, natural disasters, epidemics, lack of raw materials, prevention and interruption of transport options, disruptions in our company, import and export restrictions or bans, obstacles caused by measures , laws or decisions of international, national and regional (government) authorities. If, due to force majeure, we are unable to fulfill our delivery obligations properly or on time, we are entitled to regard the agreement or the part not yet executed as dissolved or to suspend it for a definite or indefinite period, at our discretion. In the event of force majeure, the buyer cannot claim damages from us.

Article 11. Applicable law

Dutch law applies exclusively to the quotations made by us and to all agreements entered into by us.

Article 12. Dispute resolution

All disputes of any nature related to/arising from agreements entered into by us and deliveries made by us will be adjudicated by the competent court in the Netherlands.

VereProducts  te Biggekerke , The Netherlands