Article 1: Definitions
Seller: Baka Verpakkingen B.V., the user of the general terms and conditions
Buyer: the other party of the seller, the customer
Agreement: the agreement between seller and buyer
Article 2: General
- The provisions of these general terms and conditions apply to every offer and agreement between the seller and the buyer insofar as the parties have not deviated from these terms and conditions explicitly and in writing.
- The present terms and conditions also apply to all agreements with the seller, for the implementation of which the seller uses the services of third parties.
- The applicability of the buyer's general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing.
- If the seller enters into agreements with the buyer more than once, the present general terms and conditions will always apply to all subsequent agreements, regardless of whether or not they have been explicitly declared applicable.
- If one or more provisions of these general terms and conditions are null and void, or should be nullified, the other provisions of these general terms and conditions will continue to apply.
Article 3: Offers/Orders/Prices
- All offers, in whatever form, are without obligation, unless a term for acceptance is stated in the offer.
- If a natural person concludes an agreement on behalf of or for the account of another natural person, he declares - by placing the order - that he is authorized to do so. This person is, in addition to the other natural person, jointly and severally liable for all obligations arising from the agreement.
- Agreements to which the seller is a party are only deemed to have been concluded after the seller has accepted an order from the buyer in writing or the actual delivery from the warehouse of the sold goods by the seller to the buyer.
- In the case of oral agreements, the invoice is deemed to represent the agreement correctly and completely, subject to complaints within 14 days of the invoice date.
- The prices in the offers/catalogues/price lists apply to delivery free domicile, in Euros, excluding VAT and government levies, excluding export, insurance, loading and packaging costs, unless expressly agreed otherwise.
- Discounts can only be agreed in writing.
- The seller may pass on price increases after 2 months if a VAT increase or other statutory or cost price increases of more than 5% have taken place between the time of offer/acceptance and delivery.
- The seller is entitled to adjust its prices every year with at least the inflation correction.
- The seller is entitled to charge the costs of sustainable packaging materials separately.
- These costs will be credited by the seller when the packaging materials have been returned undamaged by the buyer.
- The seller can refuse an order or part of an order or attach conditions to an order without stating reasons.
Article 4: Delivery
- Delivery shall be made from the seller's address, unless the parties agree otherwise.
- The buyer is obliged to take delivery of the products at the moment that the seller delivers them or has them delivered to him, or at the moment that the buyer is notified that the products are ready for delivery, or at the moment that these made available to him in accordance with the agreement.
- If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the seller is entitled to store the products at the expense and risk of the buyer.
- If the buyer does not take delivery of the purchased products within 24 hours, the seller is entitled to sell the products to someone else. If this fails, the seller is entitled to destroy the products. The damage suffered by the seller in the event of resale or destruction will be borne by the buyer.
- The seller is entitled to deliver the products cash on delivery.
- If the seller has specified a term for delivery, this is indicative. A specified delivery time is therefore never a strict deadline. If a term is exceeded, the buyer must give the seller written notice of default.
- If the seller requires information from the buyer in the context of the implementation of the agreement, the delivery time will commence after the buyer has made this available to the seller.
- Call-off orders must be taken within the agreed terms, failing which the seller is entitled to deliver the part of the order that has not yet been delivered in one go and to charge the buyer for price increases.
- The buyer is obliged to comply with customs and other formalities that must be fulfilled before the delivery of the products, to make the necessary documents available to the seller and to provide him with all necessary information.
- The seller is entitled to deliver the products in parts. The seller is entitled to invoice partial deliveries separately.
Article 5: Models/Images
- The models, images, numbers, sizes, weights or descriptions included in the catalogues/offer/advertisements/price lists are only shown as an indication.
- If a model has been shown to the buyer, it is presumed to have been shown only as an indication, unless it is expressly agreed that the item to be delivered will fully correspond to it.
- The models shown and sent by the seller at the buyer's request cannot be returned. The seller will charge the buyer for the models sent in full at the catalogue value, unless the parties have agreed otherwise.
Article 6: Provisions regarding the product
The following delivery tolerances applies to specially customer specific / made-to-order items:
< 1.000 units
>1.000 - < 2.500 units
> 2.500 units
These delivery tolerances apply unless other written agreements have been made with a quotation or order confirmation.
Article 7: Research, Complaints
- The buyer is obliged to inspect or have inspected the delivered goods at the time of delivery. In doing so, the buyer should examine whether the quality and quantity of the delivered goods correspond to what has been agreed. Defects and deviations must be noted on the consignment note/packing slip and immediately reported by telephone, in the absence of which the delivered goods are deemed to be sound.
- Any shortages or defects must also be reported to the seller in writing within 8 working days after delivery.
- Complaints about the invoice must be made in writing within 14 days of the invoice date.
- After the expiry of the complaint period, the buyer is deemed to have approved the delivered goods or the invoice.
- If a timely complaint is made pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this will be done with the prior written permission of the seller. Return shipments must be sent carriage paid in undamaged condition and original packaging by means of a return form.
- The following situations can never give rise to any complaint:
- natural colours, lines, bumps, dents and hairline cracks in wood.
- the tolerances described in clause 6.
- the typesetting or printing errors and writing errors stated in the catalogue/offer/price list.
- If a complaint is justified, the seller will replace the delivered goods, unless this has become demonstrably pointless for the buyer. The latter must be made known in writing by the buyer. However, the seller is in all cases only liable within the limits of the provisions of article "Liability".
Article 8: Payment
- Payment must be made within 30 days of the invoice date in a manner to be indicated by the seller in Euros, unless the parties have agreed otherwise. Objections to the amount of the invoices do not suspend the payment obligation.
- The seller is entitled to charge an advance payment of 50% or less of the purchase price in advance. After payment of the advance amount, the seller will arrange delivery.
- If the buyer fails to make payment within the agreed term, the buyer will be in default by operation of law. The buyer then owes interest of 1.5% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest applies. The interest on the due and payable amount will be calculated from the moment the buyer is in default until the moment of payment of the full amount.
- In the event of liquidation, (application for) bankruptcy, admission of the buyer to statutory debt restructuring pursuant to the Natural Persons Debt Rescheduling Act, placement under guardianship, attachment or (provisional) suspension of payment of the buyer, the seller's claims against the buyer are immediately due and payable.
- Payments are first applied to reduce the costs, then to reduce the accrued interest and finally to reduce the principal sum and the accrued interest.
Article 9: Collection costs
- If the buyer is in default or in default in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining payment “out of court” will be borne by the buyer. The collection costs are calculated in accordance with the collection rate as advised by the Dutch Bar Association in collection cases, with a minimum of € 350.00.
- If the seller has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement. Any reasonable judicial and execution costs incurred will also be borne by the buyer.
Article 10: Retention of title
- All products delivered by the seller remain the property of the seller until the buyer has fulfilled all obligations under all agreements concluded with the seller.
- If third parties seize the products delivered under retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform the seller of this as soon as possible.
- Products supplied by the seller, which are subject to retention of title pursuant to the first paragraph of this article, may only be resold within the framework of normal business operations and may never be used as a means of payment.
- The buyer must insure the products subject to the retention of title at the sales value. The damages paid by the insurer take the place of the aforementioned products and accrue to the seller.
- In the event that the seller wishes to exercise its property rights referred to in this article, the buyer already now gives unconditional and irrevocable permission to the seller or third parties to be designated by it to enter all those places where the seller's property is located and the products to take back.
Article 11: Suspension and Dissolution
The seller is authorized to suspend the fulfilment of its obligations or to dissolve the agreement if:
- the buyer does not, does not timely or does not fully comply with his obligations under the agreement after the conclusion of the agreement circumstances that have become known to the seller give good grounds to fear that the buyer will not, not timely or not fully comply with the obligations.
- If there is good reason to fear that the buyer will only partially or improperly fulfil its obligations, the suspension is only permitted insofar as the shortcoming justifies it.
- the buyer was requested to provide security for the fulfilment of his obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient. As soon as security has been provided, the right to suspend will lapse, unless this payment has been unreasonably delayed as a result.
- Furthermore, the seller is authorized to dissolve the agreement (or have it dissolved) if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise. which are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected.
- If the agreement is dissolved, the seller's claims against the buyer are immediately due and payable. If the seller suspends the fulfilment of the obligations, he retains his claims under the law and the agreement.
- The seller always reserves the right to claim compensation.
Article 12: Cancellation
- If the buyer, after an agreement has been concluded with the seller, wishes to cancel it, 10% of the agreed order price including VAT will be charged to the buyer as cancellation costs, without prejudice to the right to full compensation, including lost profit.
- If, in the event of cancelation, the buyer refuses to take delivery of the products already purchased by the seller, the buyer is obliged to pay all costs arising from this to the seller.
- Cancellation must be made by registered letter.
Article 13: Warranty
- The goods delivered by the seller meet the requirements and specifications indicated by the seller
- This warranty is limited to:
- production errors and therefore does not include damage as a result of wear and tear, improper, careless or incompetent use or improper processing, treatment, maintenance and storage.
- to replace the item.
- 8 days after delivery unless otherwise agreed.
- This warranty expires:
- in case of processing,
- changes or changes by a buyer or a third party to or of the delivered goods when used for a purpose other than that indicated.
- Items reduced in price are not covered by the warranty.
- As long as the buyer does not fulfil his obligations arising from the agreements concluded by the parties, he cannot invoke this warranty provision.
Article 14: Liability
- If the seller is liable for direct damage, then that liability is limited to a maximum of the amount of the payment to be made by the seller's insurer, or at least to a maximum of the invoice amount, or at least that part of the invoice to which the liability relates.
- The seller is never liable for indirect damage, including consequential damage, loss of turnover and profit, missed savings and damage due to business interruption
- The seller is never liable for the composition of the sold goods
- The buyer indemnifies the seller against any claims from third parties who suffer damage in connection with the execution of the agreement and which damage is attributable to the buyer
- The seller is never liable for damage resulting from incorrect use of the item, not in accordance with the instructions for use or other than for which the item is intended.
- Seller is never liable for:
- deviations, damage, errors and defects that have gone unnoticed in products/samples approved by the buyer.
- damage as a result of rejected raw materials, because environmental legislation has changed after delivery.
- for damage resulting from use not in accordance with the instructions for use, environmental legislation or product information.
- The seller is never liable for damage resulting from the presence of hazardous substances or substances prohibited by law on or in the delivered goods if it was not aware of this at the time of delivery.
- The seller is never liable for damage resulting from advice given. Advice is always given on the basis of the facts and circumstances known to the seller and in mutual consultation, whereby the seller always takes the intention of the buyer as a guideline and starting point.
- The buyer must inspect in advance whether the purchased item is suitable for the purpose for which it will use the purchased item. If it turns out afterwards that the purchased item is not suitable for the purpose, the buyer cannot hold the seller liable for the resulting damage.
- The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of the seller or his subordinates.
Article 15: Transfer of risk/transport
- The risk of loss of or damage to the goods that are the subject of the agreement is transferred to the buyer at the moment when these goods are legally and/or actually delivered to the buyer and are therefore in the power of the buyer or of a person appointed by the buyer.
- If the seller takes care of the transport/shipping of the goods that are the subject of the agreement, this will be entirely at the expense and risk of the buyer, unless the parties have agreed otherwise. The seller determines the mode of transport.
Article 16: Force majeure
- The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to gross negligence or intent on the part of the party that invokes it, and neither by law, a legal act or generally accepted views.
- In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which the seller cannot exert any influence, but as a result of which the seller is unable to fulfil his obligations after to come. This includes strikes at the seller's company, postal strikes, traffic jams, theft, fire, export restrictions, power failures and stagnation in deliveries by suppliers.
- The seller also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after the seller should have fulfilled his obligation
- Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
- Insofar as the seller has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part fulfilled or to be fulfilled has independent value, the seller is entitled to will be invoiced separately. The buyer is obliged to pay this invoice as if it were a separate agreement
Article 17: Copyright
- Without prejudice to the provisions of these general terms and conditions, the seller reserves the rights and powers to which the seller is entitled under the Copyright Act
- All brochures, catalogues, price lists, documents and other materials or (electronic) files provided by the seller remain the property of the seller, regardless of whether they have been handed over to the buyer or to third parties, unless agreed otherwise. These are exclusively intended for use by the buyer and may not be reproduced, made public or brought to the attention of third parties without the prior consent of the seller, unless the nature of the documents provided dictates otherwise.
Article 18: Authentic version
Only the Dutch language version of these terms and conditions is authentic. If a translation deviates in any way, the Dutch text will prevail.
Article 19: Disputes
The competent court in the seller's place of business has exclusive jurisdiction to hear the disputes between the parties. Nevertheless, the seller has the right to submit the dispute to the competent court according to the law.
Article 20: Applicable law
Dutch law applies to every agreement between seller and buyer. The Vienna Sales Convention is expressly excluded.
Article 21: Deposit conditions
These terms and conditions have been filed at the office of the Chamber of Commerce and Industry for ..............on ............... under number .................