General conditions & terms
Terms & Conditions Vesfy BV
Article 1 General
1. These conditions apply to every offer, tender and agreement between Vesfy BV , hereinafter referred to as "User" , and a Party which user has declared the present terms and conditions apply to the extent of these conditions by the parties do not expressly and in writing .
2. These conditions also apply to agreements with user , the execution of which must be involved . Third parties by User
3. These terms and conditions also apply to the employees of User and its management .
4. The applicability of any purchase ¬ or other conditions of the Other is explicitly rejected .
5 . If one or more provisions of these terms and conditions at any time wholly or partially invalid or voided, it remains, in these general conditions apply in full . User and the other party will then discuss new rules to replace the invalid or unenforceable provisions to be agreed, taking as much as possible the purpose and intent of the original provisions are observed .
6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, to take place in the spirit of these provisions the explanation.
7. Upon the occurrence of a situation which is not covered by these general conditions, this situation should be assessed in the spirit of these terms and conditions.
8. If User does not require strict compliance with these conditions , this does not mean that its provisions do not apply , or that the User would lose to . Strict compliance with the provisions of these conditions in other cases in any degree the law
Article 2 Offers and Deals
1 All bids and offers of user are free, unless a deadline for acceptance of the offer is made . A tender offer is void if the product on which the offer or the offer relates is not available in the meantime .
2 User can not be held if the other party can reasonably understand that the bids or offers , or a part thereof, an obvious mistake or error. His quotations or offers
3 contained in a bid or offer prices are exclusive of VAT and other government levies , making costs, including travel and subsistence , the contract possible in the context of shipping and handling , unless otherwise indicated.
4 If the acceptance ( or not to subordinate items ) deviates from the tender offer or the offer then User is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise .
5 A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the quoted price . Offers and tenders shall not apply automatically to future orders .
Article 3 Duration of the Contract , delivery, implementation and modification agreement
1. The agreement between the User and the Other is for an indefinite period , unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing .
2. For the completion of certain activities or to the supply of certain cases a period agreed or specified, this is never a deadline . When a term is exceeded , the Counterparty shall therefore issue a written notice of default. User should be allowed a reasonable period to implement the agreement. Execution
3. If user requires information from the other party for the performance of the contract , the implementation shall not commence until after the other party has provided accurate and complete. Available to user
4. Delivery ex works User . The other party is obliged to take the time they are made . His disposal business If the other party refuses or fails to provide information or instructions necessary for the delivery , User is entitled to save the expense and risk of the other party . Matters
5 . User has the right to engage third parties for certain activities.
6. User is authorized to execute the agreement in phases and invoice . Thus part separately
7. If the agreement is implemented in phases user implementation of the parts belonging to a following stage until the other party in writing. The results of the preceding stage
8. If during the execution of the agreement shows that it is necessary for proper execution to amend or supplement the parties will promptly and mutually decide to amend the agreement . If the nature , scope or content of the agreement, whether or not at the request or direction of the Party , the competent authorities et cetera , is modified and the agreement is changed qualitatively and / or quantitatively, this may also impact have for what was originally agreed . As a result, the originally agreed amount may be increased or decreased . User shall as far as possible quotation do . By amending the agreement specify the initial period of implementation can be changed. The Customer accepts the possibility of amending the agreement , including the change in price and time of execution.
9. If the agreement is amended, including supplements , User is entitled to indicate when this is given by the competent person within User and the other party has agreed to the implementation of the price and other conditions , including settlement agreement it first execution understood the time then determine which implementation will be given. Failure or delay implementation of the amended agreement does not breach of User and the Other is not grounds to terminate the contract. Without it , User may refuse a request to amend the agreement if this could have , for example, the work to be done in that context or delivered. Qualitatively and / or quantitatively
10. If the other party should be in the proper performance of which he is held against User in default, then the party will be liable for any damages ( including costs) on the part of the User directly or indirectly.
11. If the User with the Counterparty a fixed price, User shall nevertheless be entitled at any time to increase the price without the other party being entitled to terminate the agreement for that reason to dissolve the increase in price resulting from a power or duty under any law or regulation or her cause in an increase in the price of raw materials, wages, etc., or other grounds that at the conclusion of the agreement were not reasonably foreseeable.
12. If the price other than as a result of an amendment to the agreement exceeds 10% within three months after the conclusion of the contract , then the only other party that appeals to Title 5 Section 3 of Book 6 BW entitled agreement to terminate , unless User is still prepared to execute the agreement based on the originally agreed to a written statement or if the price increase resulting from a power user or an obligation under the law or if it is stipulated that the episode more than three months after the sale will take place .
Article 4 Suspension, dissolution and termination of the agreement
1. User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
- The other party fails to meet its obligations under the agreement in full or on time;
- After the conclusion of the agreement, user learns of circumstances, to fear that the other party will not fulfill its obligations;
- The other party at the conclusion of the agreement is requested to guarantee the fulfillment of its obligations under the agreement and this security is not provided or insufficient security ;
- If it can no longer be expected that he will comply with the agreement at the originally agreed conditions of the User by the delay on the part of the Other User is entitled to terminate the agreement .
2. Furthermore , User is entitled to terminate the agreement if circumstances arise of such a nature that fulfillment of the contract impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can not reasonably be required of the User Agreement .
3. If the agreement is dissolved, the user's claims against the other party immediately due and payable . If user suspends fulfillment of his obligations, he shall retain his rights under the law and the agreement .
4. If User decides to suspend or dissolution, he is in no way liable for damages and costs it incurred in any way .
5 . If the dissolution is attributable to the other party is entitled to compensation of damages, including the costs directly and indirectly.
6. If the other party of the contract does not comply with obligations and this failure justifies termination , User is entitled to the agreement immediately and terminate without any obligation to pay any damages or compensation , while the other party , under direct input of default, or for damages or compensation is required .
7. If the agreement is terminated by the User, the User shall ensure, in consultation with the other party for the transfer of work still to be done to third parties. Unless the termination to the other party is accountable . If the transfer of the work for additional user costs are incurred , they will be charged to the other party . The other party is obliged to pay , unless user indicates otherwise . These costs within the period mentioned
8. In case of liquidation , (application ) suspension of payments or bankruptcy of attachment - if and when the attachment is not lifted within three months - at the expense of the Other , of debt or other circumstance that the other party is no longer freely may dispose of his ability the user is free to terminate the agreement with immediate effect or to cancel , without any obligation to pay any damages or compensation . the order or agreement The user's claims against the other party in this case due immediately.
9. If the other party cancels an order in whole or in part , then the appropriate order or ready made things, plus the potential to drain and delivery costs and the space reserved for the execution of the contract labor , be integral to the Other Party .
Article 5 Force Majeure
1. User is not obliged to perform any obligation to the other party if he is hindered due to a circumstance that is not due to negligence , and not under the law , a legal action or generally accepted for its account .
2. Force majeure is defined in these terms , in addition to what is included in the law and jurisprudence, all external causes, foreseen or unforeseen , that user can not exercise any influence but which prevents user is unable to fulfill his obligations . Strikes in the company of the User or third parties included . User also has the right to appeal if the fact that (further ) fulfillment of the contract occurs after the user should have fulfilled his obligation. Majeure
3. User may suspend the obligations under the contract during the period that the force majeure . If this period lasts longer than two months, each party is entitled to terminate the agreement without any obligation to pay damages to the other party .
4. Insofar user at the time of the occurrence of force majeure its obligations under the Agreement has been partially fulfilled or will fulfill , and performed or to be part of independent value , the User is entitled to the already performed or to be part of a separate invoice . The other party is obliged to pay as if it were a separate agreement. Invoice
Article 6 Payment and collection costs
1. Payment must be made within 14 days after the invoice date, in a manner specified by the User in the currency of the invoice , unless otherwise specified in writing by the User . User is entitled to invoice periodically.
2. If the other party fails to make timely payment of an invoice, the other party is in default . The other party shall owe an interest of 1% per month , unless the statutory interest rate is higher , in which case the statutory interest owed . The interest on the amount due shall be calculated from the time that the other party is in default until the moment of payment of the full amount owed .
3. User has the right to stretch in the first place to reduce the costs , then deducting the outstanding interest payments made by the other party , and finally to reduce the principal and accrued interest .
4. User can , without being in default, to refuse an offer for payment , if the other party a different order for the allocation of the payment . User can refuse full payment of the principal , if not also the outstanding and accrued interest and collection costs .
5 . The Other is never entitled to set off the amount due to User .
6. Objections to the amount of a bill to suspend the payment obligation. The other party that does not appeal to Section 6.5.3 ( Articles 231 and 247 of Book 6 BW) is not entitled to the payment of a bill to suspend any other reason.
7. If the other party is in default in the ( early) to fulfill its obligations , all reasonable costs incurred in obtaining payment out of court on behalf of the other party . The extrajudicial costs are calculated on the basis of what is in common at that time in the Dutch collection . If , however, higher costs for collection has been reasonably required , the actual costs recoverable come. Any judicial and execution costs will also be recovered from the Other. The party is also liable to pay interest on the debt collection costs .
Article 7 Ownership
1. All goods delivered by user in the context of the agreement remain the property of the Other User until all obligations under the User agreement (s ) is properly implemented.
2. Goods delivered by user , made pursuant to paragraph 1 . under the title , may not be resold and must never be used as payment. The party is not entitled to pledge the goods subject to retention of title or encumber . Otherwise
3. The Other is always doing that reasonably may be expected of him to ask . Ownership of User secure
4. If third parties seize goods delivered subject to retention of title or wish to establish or assert a right to them , then the Other Party is obliged to immediately inform . User of
5 . The other party is obliged to insure the goods delivered under retention of title against fire , explosion and water as well . Against theft and make this insurance policy upon request to user for inspection ensured Any payment of the policy is entitled to these amounts. Insofar as necessary, the other party commits against User in advance to grant to all that might be necessary or desirable in that context (appear) to have his assistance.
6. In case user in this article wishes to exercise property rights, the other party in advance unconditional and irrevocable permission to user and designate a third party to all the sites and locations where user's property located User and those things back take .
Article 8 guarantees, research and advertising, period
1. The items to be supplied by the User to meet the usual requirements and standards that can be at the time of delivery made reasonably and in which they are intended . Normally use in the Netherlands The guarantee in this Article shall apply to matters that are intended for use within the Netherlands . When outside the Netherlands , the other party must verify whether the use is suitable for use there and meet the conditions on which it asked itself. User can set other guarantees and other conditions in respect of the goods to be supplied or work to be performed .
2. The guarantee referred to in paragraph 1 of this Article shall apply for a period of 15 days after delivery, unless agreed otherwise. Nature of the provided otherwise or the parties If the guarantee provided by the user is a good produced by a third party then the guarantee is limited to that which is offered by the manufacturer of the case unless otherwise stated.
3. Any form of warranty is void if a defect was caused by or resulting from improper or inappropriate use or use after the expiration date , improper storage or maintenance by the other party and / or third parties when , without the written permission of the User, the other party or third parties have made changes to the cause or have tried to bring that other cases were confirmed that it should not be confirmed , or if they were processed or modified other than as prescribed . The other party is not entitled to warranty if the defect is caused by or arising from circumstances where user can not influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall ) et cetera .
4. The other party is obliged to (do ) investigate immediately when the goods are made and the relevant activities are carried out at his disposal. The Other Party to examine the quality and / or quantity of the item corresponds to what was agreed and meets the requirements of the parties have agreed to. Any visible defects must be notified in writing. User within seven days after delivery Any defects are not visible immediately, but to be reported in any case. Within fourteen days after discovery thereof in writing to the User The report must contain , so that user is able to respond adequately. , A detailed description of the defect The other party must make a complaint to (do) . User the opportunity
5 . If the other party on time, it will not suspend its obligation to pay. The other party remains obligated to accept and pay for the ordered goods in that case.
6. If a defect notification is made , then the other party is not entitled to repair , replacement or compensation .
7. If it is determined that a case is weak and complained , this in time then User will, within a reasonable time after the return receipt or, if return is not reasonably possible following notification of the defect by the other party , the choice of User , replace or repair thereof, or replacement fee to the other party. In case of replacement is obliged to return the replaced good to user and to provide , unless user indicates otherwise . Ownership to User
8. If it transpires that a complaint is unfounded, the costs it incurred, including research costs , on the side of User, for the account of the other party .
9. After the warranty period all costs for repair or replacement , including administration , shipping costs and drive , will be charged to the other party .
10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved in the execution of a user agreement , one year .
Article 9 Liability
1. If User is liable, this liability is limited to what this provision.
2. User is not liable for damages of any kind, created by User is assumed by or on behalf of the Other incorrect and / or incomplete data .
3. If user may be liable for any damage, then the liability shall be limited to the invoice value of the order , at least that part of the order which the liability relates .
4. The liability is limited to the amount paid by his insurer, as appropriate in any case.
5 . User is solely responsible for direct damage .
6. Direct damage is only the reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage in the sense of these terms , any reasonable cost to the poor performance of the User Agreement to answer, so far can be attributed to user and reasonable costs incurred to prevent or limit damage , insofar as the Party demonstrates that these expenses resulted in mitigation of direct damage within the meaning of these terms and conditions .
7. User shall never be liable for indirect damage, including consequential, lost profits, lost savings and damage due to business stagnation .
8. The limitations of liability contained in this Article shall not apply if the damage is due to intent or gross negligence of the user or his subordinates .
Article 10 Transfer of Risk
1. The risk of loss , damage or loss is transferred to the Customer at the moment things are brought . To the other party the power of the Other
Article 11 Indemnification
1. The other party indemnifies the User for any claims by third parties who suffer damages in connection with the execution of the agreement and the cause is attributable to other than User .
2. If User accordingly should be addressed by third parties is obliged to assist the User immediately to do what was expected of him in that case may be . Helping both outside and in law and Should the other party fail to take adequate measures, then User, without notice , be entitled to proceed . Yourself purpose All costs and damages on the part of users and third parties , are for the account and risk of the other party .
Article 12 Intellectual property
1. User reserves the rights and powers which he is entitled under the Copyright and other intellectual property laws and regulations . User has the right to use the gained during the execution of a contract on his side knowledge for other purposes, provided that no strictly confidential information of the other party to the knowledge of third parties.
Article 13 Applicable law and disputes
1. All legal relationships to which User is a party , only Dutch law applies even if a contract is wholly or partly abroad, execution or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded .
2. The judge in the place of User shall have exclusive jurisdiction to hear actions , unless the law requires otherwise cognizance of disputes. User shall nevertheless be entitled to submit to the competent according to the law court. Dispute
3. The parties will first appeal to the court if they have made every effort to settle a dispute. Between themselves to the limit
Article 14 Location and change policy
1. These conditions have been filed at the Chamber of Commerce in Breda .
2. Applicable is the last registered version or the version valid at the time of the creation of the legal relationship with the user .
3. The Dutch text of these general conditions is decisive for the interpretation thereof .