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general terms and conditions



art.1 general

These General Terms and Conditions (the ‘General Conditions’) apply to all offers, quotations, contracts, as well as the formation of contracts and the execution thereof. All our offers are without obligation.

art.2 scope

The applicability of any general terms and conditions of the Customer is excluded, unless and insofar as we expressly agree to such terms and conditions in writing in the contract. Deviations from these General Conditions must also be expressly approved by us in writing.

art.3 liability

  1. We are only liable for loss suffered by the Customer if the Customer demonstrates that we are in attributable breach of our obligations under the contract.
  2. In the event of an attributable breach on our part, we are only liable for direct loss and are in no case liable for commercial loss, loss caused by delay, loss of profits, loss of turnover, pure economic loss, personal injury, labour costs, loss arising from downtime or stagnation, interest costs, repair costs, transport costs and fines and other consequential loss of the Customer.
  3. We are insured against liability. Liability for loss is explicitly limited to the amount paid out by our insurance company in the case in question, increased by the deductible. If for any reason whatsoever no payment is made by the insurer, the liability for loss is explicitly limited to the invoice amount, exclusive of VAT, for the delivery to which the loss relates.
  4. Loss shall in any event be understood to include loss due to breach of contract, loss resulting from termination, and tortious loss.
  5. Any further liability is expressly excluded.
  6. We do not accept any liability for inaccuracies in data, etc., supplied to us by or on behalf of the Customer for the purposes of performance of the contract. We are not obliged to check the information or documents received from the Customer or through third parties. We are entitled to rely on the accuracy of this. The Customer shall indemnify us against any third-party claims arising from such inaccuracies in all respects.
  7. Claims for loss must be brought by the Customer within 1 year of discovery before the competent court as indicated in these General Conditions. After the period referred to in this section, the claim for damages shall be time-barred.

art.4 delivery

Delivery will only be made free of charge at one address within the Netherlands if the order value is at least € 350, excluding VAT. Orders with a value of less than € 350 will be charged with administration and freight costs, unless agreed otherwise in writing. The delivery of our products takes place at the location where the means of transport is able to reach.

art.5 price

If, after acceptance of an order, circumstances arise that require us to change the price of the goods to be delivered, we are entitled to adjust the price accordingly. In that case, the Customer shall be entitled to terminate the Contract within fourteen days after he has become aware of the change, or could reasonably have obtained knowledge thereof.

art.6 delivery time

All delivery times are given by us to the best of our knowledge and ability, but without obligation. The delivery time stated in any order confirmation or given orally or by telephone, is determined by us as accurately as possible. If we cannot meet a delivery time we are not liable to pay compensation.

art.7 partial deliveries

If the delivery is to take place in parts, each delivery will be considered as a separate transaction and we are authorised to invoice each part separately.

art.8 force majeure

  1. During any period of force majeure we are entitled to suspend our obligations under the contract. Goods already delivered (even if an invoice has yet to be issued) and invoices that have already been sent (whether or not due) must be paid within the agreed payment period, irrespective of the force majeure.
  2. If the period of force majeure makes performance permanently impossible or if there is a temporary impossibility that lasts longer than two months, either party is entitled to dissolve such part of the contract as has not yet been performed, without any obligation to compensate the other party for loss.
  3. In these General Conditions ‘force majeure’ includes, but is not limited to, war or threat of war, terrorism, riots, riots, strikes, flooding, fire, disruption or failure of energy supplies, government measures, untimely or improper delivery of packaging material or raw materials on the part of our suppliers and transport bans.

art.9 termination

If the customer:

  • is declared bankrupt, renounces their estate, applies for a moratorium or is seized of all or part of their property,
  • dies, or is placed under guardianship,
  • fails to fulfil any of their obligations under the law or these General Conditions,
  • fails to issue an invoice amount or part thereof, including the contribution of their business to a company that is to be incorporated or is already in existence, or changes to the objects of their company,
  • informs us that they wish to sell the object in which or to which we must perform our activities,

By the mere taking place of one of the said circumstances, we shall be entitled either to regard the contract as terminated without the need to apply for a court order, or to demand any amount owed by the Customer on the basis of the services provided by us, immediately and without the need for any warning or notice of default whatsoever, and without prejudice to our right to compensation for costs, loss and interest.

art.10 complaints

  1. The Customer must immediately, but no later than within one working day after delivery, thoroughly check the delivered goods for discrepancies such as defects, incorrect quantities or incorrect measurements and compare them with the placed order and shipping documents. Discrepancies must be reported immediately to us in writing, failing which the delivery may be regarded as correct both in fact and in law.
  2. The same conditions as in section a, above, apply to non-visible defects, with the proviso that the Customer must complain immediately, but no later than one working day after discovery of the discrepancy.
  3. All other complaints, such as incorrect invoicing, are subject to a complaint period of 5 working days after the discovery of the complaint, failing which the invoice may be regarded as correct both in law and in fact.

art.11 warranty

In respect of any items that are not manufactured by us, any warranty that we give is expressly stipulated not to go beyond the terms of the warranty given by the actual manufacturer of such items.

art.12 payment

  1. There is a deadline for payment of 30 days after the invoice date unless the parties have expressly agreed otherwise in writing. Settlement, discount or suspension by the Customer is not permitted.
  2. In the event of late payment, the Customer is automatically in breach of contract and is immediately liable to default interest of 1.5% per month.
  3. In the event of late payment, the Customer is also liable for extrajudicial collection costs equal to 15% of the outstanding invoice amount or € 250.00, whichever is more.
  4. All legal costs incurred by us to enforce the Customer's obligations are the liability of the Customer. These legal costs shall also include the costs of a petition for bankruptcy, by way of direct debit.
  5. In the event of default in payment, the Customer becomes immediately liable to pay all our outstanding invoices.
  6. We are at all times entitled to set off all monetary claims of the Customer against us against the claims of us and the companies (in)directly affiliated with us against the Customer in any way whatsoever.
  7. If the Customer is in any way part of a group of companies, for the purposes of this article the Customer shall also include all companies belonging to that group in any way whatsoever.

art.13 contract

We will not contract with the Customer unless the Customer is creditworthy. If circumstances become known to us in any way that cast doubt on the creditworthiness of a Customer, we have the right to immediately cease our deliveries or work, or to demand security for payment.

In the event that the Customer fails to comply promptly with their obligations to us in any way whatsoever, in the event of suspension of payment, application for a moratorium, bankruptcy, distraint, loss of estate or liquidation of the Customer's assets, everything owed by that Customer under any contract shall become immediately due and payable in full. We then have the right to reclaim and recover goods not yet paid for, without prejudice to our right arising from the breach of the Customer.

The Customer shall be in breach by the mere fact of late payment, without it being necessary to give notice of default by order, operation or similar act.

art.14 retention of title

  1. Goods are sold and delivered subject to a comprehensive retention of title. We remain the owner of the goods delivered by us – whether or not paid for - until the Customer has fulfilled the obligations of all current contracts with us. The retention of title also applies to any claims that we acquire at any time due to the Customer's breach of any said contract. Until that time, the Customer must keep the goods delivered by us separate from other goods and clearly identified as our property and sufficiently insure them at all times.
  2. The Customer is entitled to resell or process the goods delivered by us in a normal manner, but until payment is made in full for any delivery of goods, the Customer is not entitled to pledge the goods to a third party or to have them given as security to a third party or to transfer them under whatever title to a third party as security.
  3. If a Customer is in default of payment, they must return to us the unsold goods on first demand. The costs of returning the goods is the liability of the Customer.

art.15 disputes

  1. The law of the Netherlands shall apply exclusively to all offers, contracts and execution thereof. To the extent that the provisions of the Vienna Convention apply, the provisions thereof shall not apply if they conflict with any provision of these General Conditions and the provisions of these General Conditions shall prevail.
  2. All disputes between the parties arising from the contract or directly or indirectly related to it, will be exclusively settled by the competent court in Amsterdam, unless we choose another competent court in the Netherlands or abroad.
  3. In the event of a dispute regarding the interpretation of this translation of our General Terms and Conditions, the interpretation of the original Dutch version prevails.