Entrepreneur name : Compad NL ( hodn StrapRyte )
Office address : Aphroditestraat 69 – 5047TW – Tilburg – Nederland
Telephone number: +31 (0) 13 5719847
E-mail : email@example.com
VAT number: NL001773786B65
Chamber of Commerce number : 52624927
Article 1 Applicability
- These general conditions apply to all our offers and to all agreements entered into by us, in particular those concerning the delivery of goods to our buyers.
- Where these general terms and conditions refer to ‘buyer’, this means the natural or legal person with whom we have entered into a (purchase) agreement, or the person who gave the order and on whose behalf goods are delivered.
- Deviation from what is stipulated in these general terms and conditions is possible only when the changes are expressly agreed upon in writing.
- If the buyer also refers to (his) general terms and conditions, the buyer’s terms and conditions do not apply. Unless the buyer’s terms and conditions do not conflict with these general terms and conditions. A clause to the contrary in the buyer’s terms and conditions does not alter this.
- Where these general terms and conditions refer to ‘delivery (of goods)’, this also includes the provision of services and work.
Article 2 Quotations
- All our offers should be seen as invitations to the potential buyer, to make an offer. They do not bind us unless the offer itself expressly and unambiguously (in writing) provides to the contrary. The order given to us counts as an offer, which can only be considered accepted after written confirmation on our part (the so-called order confirmation).
- The offers made by us include (in particular also with regard to the provisions of the previous paragraph): designs, drawings, models, samples, descriptions, illustrations and the like, and any attachments and documents relating to our offers. All of this remains our property and must be returned to us at our returned to us and may not be copied and/or passed on to third parties without our express written consent. We also reserve the intellectual and industrial property resulting rights.
Article 3 Conclusion and revocation of the agreement
- A contract with us, comes into effect only when we have accepted an order given to us in writing, to be precise: from the moment we have sent the order confirmation.
- The buyer is bound by his order, in any form given to us, for a period of 5 working days from the date of the order. A statement by the buyer that he wishes to cancel or change his order, issued during these 8 days, cannot prevent the formation of a contract based on the original order, if we have accepted/confirmed the order within this 5 business day period.
- We assume that the order confirmation sent by us to the buyer fully and correctly reflects the contents of the concluded agreement. If the buyer believes that this is not so, he must inform us in writing within 5 business days from the date of our order confirmation.
- Any additional agreements and/or promises made and/or made by our employees, or made and/or made on our behalf by other persons acting as representatives, bind us only if such agreements and/or promises are confirmed in writing by our director(s) authorized to represent us.
- Only consumers, in accordance with the consumer right of withdrawal, have the right to cancel the contract within 14 days without giving any reason.
The full amount will be refunded within 14 days, provided that the purchased goods are returned complete and unused within this period. You bear the cost of returning the goods yourself.
Right of withdrawal does not apply if:
– Products are specifically manufactured or customized
– Products cannot be returned due to hygiene reasons
– Agreements involving a payment obligation of up to €50.00
Article 4 Prizes
- Our prices are exclusive of sales tax and – unless expressly agreed otherwise in writing – exclusive of packaging, transportation and other costs.
- The prices stated in quotations, contracts and order confirmations, are based on the cost factors, such as exchange rates, manufacturer’s prices, raw material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies, which were in force at the time the agreement was made.
- We reserve the right, if increases in one or more of the cost factors occur after the date on which the contract was concluded but before the day of delivery, to charge these increases to the buyer. We also reserve the right to dissolve the agreement in whole or in part in such a case without judicial intervention. The buyer also has this right, if we take the position within 2 months after lead to an increase in the stated in the order confirmation ensues If the buyer makes use of this right, he must invoke the dissolution by nletter within 5 days, receipt of the relevant notification from us.
Article 5 Delivery and delivery terms
- The delivery times specified by us shall commence on the day on which the contract is concluded, if all data we require for the execution of the order are in our possession. The delivery times specified by us do not apply as deadlines, unless otherwise agreed in the agreement.
In the event of late delivery, we must be given written notice of default.
In case the situation differs from the above and a penalty for exceeding the delivery time has been agreed upon in the contract, it shall not be due if the exceeding of the delivery time is due to the cases of force majeure mentioned in Article 10 of these General Terms and Conditions.
- Unless the order confirmation indicates otherwise, delivery of goods shall be “carriage paid” when the invoice amount exceeds €50, say fifty euros. Furthermore, the items are at the expense and risk of the buyer.
To a foreign buyer we deliver, if not otherwise agreed, ex “warehouse”. Furthermore, the items are at the buyers’ expense and risk.
- Unless the buyer provides its own forwarding agent, the goods will be shipped by us in what we believe to be a favorable manner, with forwarders to be chosen by us, at the buyer’s expense and risk.
- If a buyer requests delivery of items in a manner other than the usual way, we may charge the buyer for the associated costs.
- If the delivery is made in parts, we are entitled to consider each delivery as a separate transaction.
- The buyer must take delivery of the purchased item within the agreed time.
If this does not happen, we are entitled to – at our option – on grounds of the provisions of Section 6:60 of the Dutch Civil Code, that the competent court will release us from our obligation to deliver the agreed goods, or to claim payment of the purchase price of the part not purchased without prior notice of default. If the buyer does not fulfill his payment obligation, we are entitled to declare the contract dissolved without legal intervention. If the buyer defaults as described above, it is assumed that the items have been delivered and we will store them at the buyer’s expense and risk, against payment of all resulting costs.
Article 6 Claims by buyer
- The buyer guarantees the accuracy and completeness of – and is responsible for – the data provided to us.
Where the data, measurements, color fastness and the like provided by us in our quotation, or what is part of it ex 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 purchaser must allow for usual slack.
The goods delivered by us may therefore deviate from the description in the order if and insofar as they are minor size differences, quantity differences, color differences and minor changes.
- Complaints by the buyer, relating to defects in goods that are externally observable, must be brought to our attention by the buyer within 8 days of delivery or within 8 days of the invoice date, if the goods were not (or could not have been) delivered to the buyer. This should be done by registered letter containing a clear accurate description of the complaint and specifying the invoice, with which the items in question were invoiced. Buyer must make a careful and timely inspection.
- Defects that were not externally observable at the time of delivery, nor could have become apparent upon careful and timely inspection, must be brought to our attention by the purchaser within 8 days of these defects coming to light in the manner specified in paragraph 2.
- Any right of claim of the buyer for defects in goods delivered by us, lapses if:
a. the defects have not been notified to us within paragraphs 2 and 3 above and/or in the manner specified therein;
b. the buyer does not/not sufficiently cooperate with us regarding an investigation into the merits of the complaints;
c. the buyer has not properly set up, handled, used, stored, or maintained the goods or has used or handled the goods under circumstances or for purposes other than those provided by us;
d. The application of the use of the items with respect to which the complaints were made by the buyer shall be continued;
e. the warranty period specified in the individual agreement has expired or, if there is no such period, the complaints are only expressed after a period of more than 12 months has elapsed since the delivery time.
- In disputes concerning the quality of the goods supplied by us, a reputable agency indicated by us will issue a binding ruling.
Article 7 Liability
- Only if the warranty obligations in respect of the goods delivered by us have not been assumed by third parties (such as manufacturers) can the buyer assert (warranty) claims against us.
Our liability in this case is limited to defects resulting from manufacturing and material errors.
- In the event of a complaint, if the merits of the complaint, concerning 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:
a. Repair of defects (free of charge);
b. delivery of replacement items c.q. parts, after receiving back the defective items c.q. components;
c. refund of the purchase price received/credit of the invoice sent to the buyer with dissolution without legal intervention of the concluded agreement, all insofar as the purchase price, the invoice and the agreement relate to the delivered defective goods;
d. an indemnity to be paid by agreement with the buyer in a form other than that referred to above.
- If the buyer has carried out repairs and/or made changes to the goods without prior, express and written permission, any warranty obligation on our part shall lapse.
- Subject to any obligations of us 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 (by those who hold us liable to demonstrate by legal means) .
In particular, we shall never be liable for consequential or trading loss, direct or indirect damage, however called, including loss of profit and standstill damage – suffered by the principal, his subordinates and third parties employed by him or through him, as a result of whole or partial (re)delivery of goods, delayed or faulty delivery, or the failure to deliver goods or the goods themselves.
- The buyer shall not be entitled to return the items on which there is no justified complaint. Should this nevertheless occur without valid reasons, all costs associated with return shipment shall be borne by the buyer. We shall in that case be free to store the goods under third parties at the expense and risk of the buyer.
- The buyer is obliged to indemnify us for all claims that third parties may assert against us in connection with the execution of the agreement, insofar as the law does not prevent the damages and costs resulting from these claims from being borne by the buyer.
- If we should be liable for any damages of any kind, the liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
Article 8 Retention of title and security.
- Items delivered by us remain our property until the moment of full payment of all that the buyer owes us on account of, in connection with or arising from the items delivered by us. If we deem such a thing necessary, we have the right to demand security from the buyer regarding the fulfillment of his obligations.
- The buyer is not entitled to pledge the unpaid goods or to establish any other right in rem or personal right for the benefit of a third party.
- Notwithstanding the foregoing provisions of this article, the buyer shall be permitted to sell the goods to third parties, but only in the ordinary course of his business. In this case, the buyer must transfer the funds obtained to us or, if not sold for cash, transfer the claims obtained to us.
- If, as a result of treatment or processing by the purchaser, our property right resting on the goods delivered by us is lost, the purchaser must establish a non-possessory pledge for us on the goods arising after the treatment or processing.
- We shall at all times be entitled to take possession of the items that are in the possession of the buyer (or third parties) but 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 is without prejudice to the rights arising for us under common law: in particular, we also reserve the right to sue the purchaser for damages after taking the goods into our possession.
- The buyer is obliged to insure the risk of fire and theft with respect to the unpaid goods and to prove this insurance at our request.
Article 9 Payment
- Payment shall be made in Euro, unless otherwise agreed, without any deduction or discount. Unless agreed in writing, payment in advance by bank transfer or use of one of the website’s payment methods applies.
For customers with whom payment on account has been agreed upon in writing, unless expressly agreed otherwise in writing, a payment term of no later than 14 days from the invoice date and a credit limit of € 500,– unless otherwise agreed upon
In the case of payment by bank or giro, the day of crediting our bank or giro account shall be considered the day of payment.
- If the buyer fails to make (full) payment on time, he shall be in default without further notice of default being required. In such case, if there is sufficient connection with the buyer’s non-performance, we shall be entitled to suspend the fulfillment of all our obligations with the buyer, without prejudice to all our rights under common law.
- We are also entitled to require cash payment for all deliveries yet to be made before delivery of the goods, or guarantee of timely payment. Furthermore, we are in that case entitled to dissolve the agreement without legal intervention, whereby the buyer is then obliged to return the delivered goods, or the obligation to undo the performance carried out by us in some other way, without prejudice to our right to damages. If the buyer remains in default of timely payment, he forfeits to us or the seller’s credit insurer, without further notice from us, from the due date until the day of full payment, an interest equal to the legal interest rate plus 5% per year, calculated on the unpaid amount, which interest is payable immediately without further notice.
All costs involved in the collection of invoiced amounts (including extrajudicial collection costs) shall be borne by the debtor. The extrajudicial collection costs are at least 15% of the principal amount with a minimum of € 150, – all exclusive of sales tax.
In addition, all adverse consequences of exchange loss or otherwise resulting from late payment or non-payment shall be borne by the buyer, even if, according to the provisions in force in his country, the buyer has fulfilled his payment obligations on time, but circumstances or measures beyond his control have caused the transfer to take place in a manner unfavorable to us.
- Payments shall first serve in accordance with Article 6:44 of the Civil Code to reduce the costs referred to in paragraph 3, then to reduce the interest due and finally to reduce the principal sum and current interest.
- If there is a significant deterioration in the buyer’s financial position after the conclusion of the agreement, but before delivery of the goods, we are entitled to abandon further execution of the agreement in whole or in part, or to demand a change in the terms of payment.
- Seller may assign its receivables from all transactions to a credit insurer of its choice.
Article 10 Force Majeure
Force majeure is to be understood as any circumstance beyond our control that is of such a nature that compliance with the contract cannot reasonably be required of us (non-attributable failure to perform).
Force majeure includes: war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, hindrance and interruption of transport possibilities, disturbances in our company, import and export restrictions or bans, impediments caused by measures, laws or decisions of international, national and regional (governmental) bodies. If we are unable to fulfill our delivery obligation, properly or on time due to force majeure, we are entitled to consider the contract or the part not yet fulfilled as dissolved, or to suspend it for a definite or indefinite period of time. In the event of force majeure, the buyer cannot claim compensation from us.
Article 11 Applicable law
The offers made by us and all agreements entered into by us are governed exclusively by Dutch law.
Article 12 Dispute resolution
All disputes of any kind relating to/resulting from agreements entered into by us and deliveries made by us will be tried by the competent court in the Netherlands.
Version: January 2023