Terms and Conditions
1.1. These general terms and conditions apply to - and form an integral part of - any offer, quotation and agreement that relates to “user”, to be referred to by Passticker established in Laan van Nieuw Oost-Indië 127, 2593 BM The Hague. products of whatever nature, unless expressly agreed otherwise in writing.
1.2. In these general terms and conditions, "the customer" means: any (legal) person who orders and / or buys goods from or via the user.
1.3 These conditions can only be deviated from if the parties have explicitly agreed in writing.
2. Establishment and amendment of the agreement
2.1 All offers and quotations made by the user, in whatever form, are without obligation unless the offer includes a period for acceptance. Only by written (order) confirmation of user or by actual implementation by user is an agreement concluded.
2.2 All indications in offers, quotations or agreements and the appendices thereto, such as images, drawings, sizes, weights, returns and colors and in addition the properties of any test specimens provided are only indicative. Minor deviations are therefore not at the expense and risk of the user.
2.3 Obvious errors or mistakes in the offers of the user relieve the user from the obligation to perform and / or any obligations for compensation arising therefrom, also after the conclusion of the agreement.
3. Execution of the agreement
3.1 Delivery takes place according to the applicable Incoterm: Ex Works (ex works). If the customer refuses to take delivery at the agreed time, or fails to provide information or instructions that are necessary for delivery, the user is entitled to store the products for the account and risk of the customer.
3.2 Goods are deemed to have been delivered as soon as the user has informed the customer that the goods, whether or not to be assembled in whole or in part, are ready to be collected by the customer or a third party or to be ordered by the customer. to be sent to the customer. From the moment of delivery, the delivered goods are at the risk of the customer.
3.3 If the parties expressly agree that the user is responsible for the transport of the products, both the costs and the risk of loss or damage during transport will be borne by the customer.
3.4 The specification of delivery times in offers, quotations, agreements or otherwise is always done by the user to the best of its knowledge and these terms will be observed as much as possible, but they are not binding.
4.1 All prices are in euros and are exclusive of sales tax and other levies imposed by the government. Any special extra costs relating to the import and / or clearance of goods to be delivered by the user to the customer are not included in the price and are therefore for the account of the customer.
4.2 The amounts stated in user's offers are based on the prices, prices, wages, taxes and other factors relevant to the price level that exist during the offer. If after the (order) confirmation in one or more of the mentioned factors a change takes place, the user is entitled to adjust the agreed price accordingly. If a price increase is made under this provision, and the increase amounts to more than 10% of the total agreed amount, the customer has the right to dissolve the agreement in writing within eight days after it is known or could have been aware of the price increase.
5.1 Payment must always be made within 30 days of the invoice date. The customer is not entitled to set off any claim against the user against the amounts charged by the user.
5.2 User always has the right to deliver or invoice delivered goods per partial delivery.
5.3 Payment is made by deposit or transfer to a bank or giro account designated by the user. User always has the right to demand security for payment and / or payment in advance both before and after the conclusion of the agreement, such as suspension of the execution of the agreement by user, until the security is provided and / or the payment in advance has been received by user. . If payment in advance should be refused, the user is entitled to terminate the agreement and the customer is liable for the resulting damage for the user.
5.4 The User is entitled to suspend the delivery of products that it has in its possession in connection with the performance of the agreed work until all payments owed by the User to the User have been paid in full.
5.5 If payment is not made on time, the customer is legally in default without a notice of default being necessary. From that moment on, the customer owes the user statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code.
5.6 In the event that after the expiry of a further payment period set by a written reminder, no payment has yet been received, the customer owes a fine equal to 10% of the principal sum due to the customer including VAT, regardless of whether the user has had to incur extrajudicial collection costs and without prejudice to the user's right to claim compensation.
5.7 Without prejudice to the other rights of the user under this article, the customer is obliged towards the user to reimburse the collection costs that the user has had to incur and which go beyond sending a single demand or just doing a - not accepted - settlement proposal, obtaining simple information or compiling the file in the usual way. These costs are determined on the basis of the applicable guidelines at courts in the Netherlands.
5.8 The applicability of article 6:92 of the Dutch Civil Code is excluded with regard to the penalty clause included in this article.
6.1 If the user provides the customer with a guarantee with regard to the work or products delivered or to be supplied by the user, it will explicitly inform the customer of this in writing. In the absence of such explicit written notification, the customer cannot invoke the guarantee, without prejudice to his legal rights arising from mandatory provisions.
6.2 If an appeal to the customer's warranty would be justified, the user will repair the products to be supplied - at the user's choice - or still deliver as agreed, unless this would meanwhile become demonstrably pointless for the customer. If the user informs the customer that he will proceed with the repair, the customer shall make the delivered products available to the user again at its expense and risk.
6.3 All possible warranty obligations of the user lapse if errors, defects or imperfections with regard to those items are the result of incorrect, careless or improper use or management of delivered items by the customer or third parties engaged by the customer or if they are the result of a from external causes such as fire or water damage, or if the customer or a third party has made changes to the items supplied by the user without the user's permission or has had them made.
7.1 Any complaints about a product delivered by user must immediately be communicated by the customer to the user in writing and with reasons. If 14 days after delivery of the products have elapsed, the customer can no longer justify complaining, unless the defect at the time of delivery would not have been perceptible during a careful and timely inspection. In that case, the customer must, within 14 days after the defect has become known to the customer or could have become known, inform the customer of the defect in writing and with reasons.
7.2 Without prior written consent, the user is not obliged to accept returns from the customer. Taking receipt of return shipments does not in any case imply acknowledgment by the user of the grounds for return shipment given by the customer. The risk with regard to returned products remains with the customer until the products have been credited by the user.
7.3 If the customer invokes a possibly agreed guarantee scheme but that appeal subsequently proves to be unjustified, user has the right to charge the customer for the work and costs of investigation and repair that resulted from that appeal in accordance with its usual rates, with a minimum of € 100.00.
8. Retention of title
8.1 All products to be delivered and delivered by user remain property of user under all circumstances, as long as the customer has any claim from user, including in any case the purchase price, extrajudicial costs, interest, fines and any other claims as referred to in article 3:92, paragraph 2 of the Dutch Civil Code.
8.2 The customer is obliged to keep the products delivered subject to retention of title with due care and as recognizable property of the user.
8.3 The customer is not authorized to pledge the products delivered subject to retention of title to third parties, to encumber them in any other way or to transfer them in whole or in part, except to the extent that this transfer is carried out for the purpose of carrying out the usual business activities of the customer takes place
8.4 If the customer fails to meet its payment obligations towards the user or the user has good reason to fear that the customer will fail to meet those obligations, the user is entitled to take back the goods delivered under retention of title. The customer will cooperate and at all times give the user free access to its grounds and / or buildings for the purpose of inspecting the goods and / or exercising the rights of the user. After taking back, the customer will be credited for the market value, which can in no case be higher than the original price that the customer had agreed with the user, minus the costs incurred by the user for the take back.
9. Dissolution and termination
9.1 The customer is deemed to be in default if this obligation under the agreement does not or not timely meet, and if the customer does not comply with a written warning to fully comply within a set reasonable period.
9.2 In the event of default by the customer, the user is entitled, without any obligation to pay compensation, and without prejudice to the rights vested in him, to dissolve the agreement in whole or in part by means of a written notice to that effect to the customer and / or by the customer possibly to the user. immediately claim the entire amount due and / or invoke the retention of title.
9.3 The user is entitled to terminate the agreement with immediate effect if the customer applies for suspension of payment or bankruptcy or is requested against him or if all or part of his assets are seized. All invoiced amounts then become immediately due and payable. user will never be obliged to pay any compensation due to this termination.
10. Force majeure
10.1 The user is not liable if a shortcoming is the result of force majeure. The user's obligations are suspended during the period of force majeure. If the period during which force majeure makes it impossible for the user to fulfill his obligations lasts longer than three months, both parties are entitled to terminate the agreement without judicial intervention, without any obligation to pay compensation in this respect.
10.2 The term 'force majeure' as referred to in this article is in any case understood to include unforeseen circumstances, also of an economic nature, which have arisen through no fault or fault of the user, such as, among other things, serious disruption of the company, forced reduction of production. , strikes and exclusions, both at user and at supply companies, war, hostilities, state of siege, mobilization, either in the Netherlands or in any other country where possible user or supplier companies are established, delays in transport or delayed or incorrect delivery of goods or materials or parts by third parties, including supplier's supplier companies.
10.3 If, upon the commencement of force majeure, the user has already partially fulfilled its obligations, or can only partially meet its obligations, it is entitled to separately invoice the already delivered or the deliverable part and the customer is obliged to pay this invoice as it concerned a separate agreement.
11.1 The user is only liable for damage suffered by the customer if and insofar as that damage is the direct result of intent or deliberate recklessness on the part of the user's managers.
11.2 The total liability of the user will in all cases be limited to compensation for direct damage, whereby the total amount to be paid by the user to the customer on account of any cancellation obligations and compensation for damage will never be more than the maximum amount of that for that agreement stipulated price (excluding VAT).
11.3 The user is not liable for damage if and insofar as the customer has insured himself against the damage in question or could reasonably have insured himself.
12 Disputes and applicable law
12.1 If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the interpretation of that provision (s) must take place "in the spirit" of these general terms and conditions.
12.2 Dutch law applies to an agreement concluded with the user. Foreign legislation and treaties including the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) are excluded.
12.3 All possible disputes relating to this agreement or arising from this agreement will in the first instance be settled exclusively by the competent court in the district.
Explanation of model general conditions
Certain choices were made when drawing up this model. Some of them are explained:
- The model concerns general conditions aimed at the sale of products to business customers. When it is intended to sell products to consumers or sell through a webshop, other and additional provisions are desirable and possible.
- The provisions in the general terms and conditions are often written in favor of the interests of the selling party, the user of the terms and conditions. The conditions are therefore not necessarily customer-friendly. Depending in part on conditions that are customary in the relevant sector or the type of customer, for example, there may be reason to include provisions that better meet the customer's interests.
- The general terms and conditions start from a company that sells products. If you provide services, the conditions will have to be adjusted accordingly. This also applies if you are the producer of the products to be sold, or if those products are produced on your behalf and you are regarded as a producer.
- Naturally, more and other matters can be arranged in general terms and conditions than in this model. Think of:
o protection of intellectual property;
o agreements regarding confidentiality of information;
o description of a return procedure to be followed;
o agreements about the return of models, drawings and other documents upon termination of an agreement;
o further rules regarding the ordering method to be followed by customers;
o costs and liability with regard to engaging third parties when performing work;
o description of the properties that delivered goods must meet;
o price indexation for duration agreements;
o provisions regarding customized products.
The following is noted below for the use of general terms and conditions.
It is important that you (1.) actually provide the general terms and conditions to your customer prior to the conclusion of the agreement and that (2.) the customer agrees to the application of the general terms and conditions.
If it is not possible to prove that both of these conditions are met, your client can successfully dispute the applicability of the general conditions. In that case, those conditions do not apply at all.
How can you prevent this?
On the basis of the intended use for this model (the sale of products to business customers), you will in any case meet the requirements if you:
A. provide the customer with the general terms and conditions prior to concluding an agreement; and
B. include in your agreement with the customer, above the place where the customer places his signature:
“The General Terms and Conditions of Passticker, which you will find here, apply to this and future agreements. By signing this agreement you confirm that you have received these general terms and conditions, that you have taken note of their content and that you acknowledge their applicability. "
Given the extent of all aspects that may play a role in the drafting of general terms and conditions, it is unfortunately not possible to include a full list of those aspects in this document. If you wish to start using general terms and conditions and / or have questions about certain facilities that are included or not included in this concept, you can contact us without obligation.