General terms and conditions Haarbusiness International B.V.
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Article 1. Definitions
In these general terms and conditions, the following definitions apply:
1. general terms and conditions: the entirety of the provisions as included below.
2. supplier: the private company with limited liability Haarbusiness International B.V. , with its registered office in Poortugaal and registered in the Trade Register of the Chamber of Commerce under file number 52728846.
3. customer: the (legal) person, acting in the exercise of a profession or business, who purchases products from the supplier.
4. agreement: every agreement, as well as (legal) acts in preparation and implementation thereof, with the aim of having the supplier deliver products on behalf of or for the benefit of the customer.
5. parties: supplier and buyer together.
6. in writing: all communication in writing, including communication by e-mail and digital reporting.
7. website: www.hbinternational.de.
Article 2. Applicability
1. These general terms and conditions form part of every agreement between the supplier and the buyer and of all further agreements resulting from or related thereto. These general terms and conditions also apply to all offers made by the supplier, quotations issued, products delivered and other actions performed.
2. It is not possible to deviate from these general terms and conditions, unless the parties expressly agree otherwise in writing.
3. All stipulations in these general terms and conditions are not only made for the benefit of the supplier, but also for the benefit of all persons who work for the supplier, all persons engaged by the supplier for the delivery and all persons for whose acts or omissions the supplier legally could be liable.
4. General (purchase) or other terms and conditions of the customer and/or third parties are expressly rejected.
5. In the event of a conflict between these general terms and conditions and the content of an agreement, the provisions of the agreement shall prevail.
6. The most recent version of the supplier's general terms and conditions applies. The Supplier may change and/or supplement these general terms and conditions at any time without prior notice and stating reasons. These changes and/or additions are binding on the customer after they have been declared applicable in writing with the general terms and conditions being sent.
7. If one or more provisions in these general terms and conditions are at any time wholly or partially declared null and void, the other provisions in these general terms and conditions will remain fully applicable. The parties will consult to agree on a new provision to replace the void or voided provision. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.
8. If the supplier deviates from these general terms and conditions on its own initiative in favor of the customer, the customer can never derive any rights from it.
Article 3. Offers and quotations
1. All offers and/or quotations made by the supplier are without obligation and can be revoked by the supplier at any time.
2. The customer shall ensure that all data, which the supplier indicates are necessary or which the customer should reasonably understand to be necessary for the conclusion and performance of the agreement, are provided to the supplier in a timely manner and in the desired form. If the offer or quotation from the supplier is based on the information provided by the customer, the customer guarantees the correctness and completeness of this information. If it appears that the information provided deviates from the prevailing circumstances, the supplier has the right to adjust prices and other conditions.
3. Images, drawings, measurements, weights, etc. of the products, which are provided by the supplier in the context of an offer and/or quotation, are not binding and are only intended to give a general picture of the products offered.
4. A composite quotation does not oblige the supplier to deliver part of an order against a corresponding part of the stated price.
5. The supplier cannot be held to offers and/or quotations if the customer understands or should have understood that the offers or a part thereof contain an obvious mistake, clerical error, misprint or typing error.
6. Offers do not automatically apply to repeat orders.
Article 4. Conclusion of the agreement
1. The agreement between supplier and buyer is concluded at the moment when:
the customer has accepted the offer or the quotation from the supplier orally, in writing or by e-mail.
supplier has accepted the customer's request or order orally, in writing or by e-mail.
the supplier has made a start with the execution of the offer, the quotation or the order with the knowledge of the customer.
2. If the acceptance of the offer - whether or not on minor points - deviates from the original offer of the supplier, the agreement is concluded if the supplier has agreed to these deviation(s) in writing.
3. Agreements are binding on the supplier by means of a written confirmation or as soon as the supplier has commenced the execution of the offer, the quotation or the order.
4. If the agreement has been concluded, as referred to in the first paragraph of this article, it is not possible for the customer to cancel or change the order, unless the supplier determines otherwise. In that case, the customer is obliged to pay the full purchase amount to the supplier.
Article 5. Delivery
1. Delivery of the purchased products takes place at a destination specified by the customer.
2. Packaging and transport of the purchased products takes place in a manner to be determined by the supplier, but at the expense and risk of the customer. The Supplier is never liable for any damage of whatever nature – whether or not to the goods themselves – that is related to the transport.
3. The supplier can insure the products at the request of the customer, but only after acceptance by the supplier's insurer. The costs of the insurance will be charged to the customer.
4. The times of delivery stated by the supplier are indicative (target times) and do not apply as deadlines, unless expressly stipulated otherwise in the agreement in writing. Exceeding the delivery times stated by the supplier does not entitle the customer to refuse receipt of the products, does not oblige the supplier to pay compensation for any damage and does not entitle the customer to dissolve the agreement in whole or in part.
5. If the customer refuses receipt of the products or is negligent in providing information or instructions that are necessary for the delivery or delivery, the supplier is entitled to store the products at the expense and risk of the customer.
6. The supplier reserves the right to demand security from the customer for the fulfillment of its payment obligations, before delivering the products.
7. The supplier cannot guarantee that the delivered products meet the product requirements set in the country of destination. The customer must inform itself in advance of the product requirements or legislation and regulations applicable in the country of destination. These laws and regulations may impose additional or different requirements. The supplier is not liable and can never be held responsible if the delivered products do not meet the product requirements or legislation and regulations set in the country of destination.
Article 6. Prices
1. The prices that the supplier uses are in euros, exclusive of turnover tax and other government levies. As well as any costs to be incurred in the context of the agreement, such as transport and shipping costs, unless expressly agreed otherwise.
2. The supplier has the right to change prices - without prior notice - if the supplier deems this necessary, for example if the rates for purchasing, transport, shipping, wages or other costs have increased.
Article 7. Payment and collection
1. Unless expressly agreed otherwise, the customer must pay the invoice within 30 days of the invoice date.
2. The supplier reserves the right at all times to demand interim or (full) advance payment from the customer.
3. Payment will be made without deduction, set-off or suspension for whatever reason.
4. Objections to the invoice do not suspend the payment obligation of the customer.
5. In the event of late payment, the supplier reserves the right to suspend the execution of the agreement with immediate effect or to terminate it by means of a written statement. In the event of suspension, the supplier is entitled to discontinue further delivery to the customer, until the customer has fully complied with all its obligations under all agreements concluded with the supplier.
6. In the event of late payment, the customer is legally in default and the supplier has the right, without further notice of default being required, to charge the customer statutory interest from the due date until the day of payment in full.
7. In the event of late or incomplete payment by the customer, the supplier is entitled, without further notice of default being required, to charge the customer (extra)judicial collection costs of 15% of the principal sum with a minimum of €100, also for to the extent that the actual costs exceed the court order to pay costs. The latter applies insofar as mandatory legal provisions do not oppose this.
8. Payments made by the customer are first deducted by the supplier from all interest and costs owed and then from the due and payable invoices that have been outstanding the longest.
9. If the assignment or order has been issued by more than one customer, all customers are jointly and severally liable for the fulfillment of the financial obligations, regardless of the name of the invoice.
Article 8. Inability to pay
1. The supplier is entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when the customer;
is declared bankrupt or files for bankruptcy;
applies for a (provisional) suspension of payments;
is affected by an enforceable attachment;
is placed under guardianship or administration;
otherwise loses the power of disposal or legal capacity with regard to (part of) its assets.
Article 9. Suspension and dissolution
1. The supplier has the right to suspend the fulfillment of its obligations until all due and payable claims against the customer have been paid in full, if (1) the customer does not or does not fully comply with the obligations under the agreement, or (2) if the supplier has taken cognizance of circumstances that give it good grounds to fear that the customer would not be able to (properly) fulfill its obligations or (3) if the customer was requested to provide security for the fulfillment of its obligations when the agreement was concluded from the agreement and this security is not forthcoming.
2. The supplier is also authorized to dissolve the agreement (or have it dissolved) in the situations referred to in the first paragraph of this article, or if other circumstances arise of such a nature that fulfillment of the agreement is impossible or according to standards of reasonableness and fairness. can no longer be demanded.
3. Dissolution takes place by means of a written notification and without judicial intervention.
4. If the agreement is dissolved, the supplier's claims against the customer are immediately due and payable.
5. The supplier reserves the right to claim compensation and is not liable for any damage or costs incurred by the customer or third parties.
Article 10. Retention of title
1. All products delivered by the supplier remain the property of the supplier until the moment that the customer has fully complied with all its payment obligations towards the supplier under any agreement concluded with the supplier for the delivery of products, claims in respect of failure to perform of such agreement.
2. The products supplied by the supplier may only be resold in the context of normal business operations. In the event of resale, the customer also undertakes to (re)deliver under retention of title. The customer is not authorized to pledge or encumber the products subject to retention of title in any other way.
3. The customer undertakes to insure the products delivered subject to retention of title and to keep them insured against loss, damage and theft and to make the policy of this insurance available for inspection to the supplier on first request.
4. In the event that the supplier wishes to exercise its property rights, the customer already now grants the supplier an irrevocable authorization to enter the places where the supplier's property is located and to collect those goods.
Article 11. Complaints and guarantees
1. Complaints or complaints with regard to the purchased products must be reported to the supplier in writing within 8 days after the date of delivery. A late notification leads to the forfeiture of all rights and claims of the customer related to the complaint in question.
2. If, in the opinion of the supplier, a complaint is justified, the supplier is authorized at its own discretion either to adjust the invoice amount, or to deliver the product concerned again, or to refund the price already paid in full or in part.
3. With regard to a delivered product, there are only factory guarantees if the supplier has expressly reported this to the customer. In the event that, in the opinion of the supplier, the customer rightly invokes a manufacturer's warranty, the supplier will make every effort to ensure that the manufacturer honors the complaint. If the manufacturer rejects the complaint, for whatever reason, the customer is not entitled to compensation or compensation for damage by the supplier. The Supplier does not provide any guarantees of its own with regard to the products sold.
4. The return of delivered products in the context of a complaint or advertising takes place at the expense and risk of the customer.
Article 12. Force majeure
1. If the execution of the agreement is impossible due to a cause that cannot be attributed to the supplier or as a result of which the supplier cannot reasonably be expected to fulfill its obligations, then the supplier is entitled to suspend the execution of the agreement and thus the delivery. aprons.
2. Force majeure in these general terms and conditions is understood to mean: a circumstance that is not due to the fault of the supplier, and which cannot be for the account of the supplier by virtue of the law, legal act or generally accepted standards. In addition to this explanation of force majeure under the law and jurisprudence, force majeure also includes: all external causes, foreseen or unforeseen, over which the supplier has no influence, but as a result of which the supplier is unable to fulfill its obligations.
3. The supplier can also invoke force majeure if the relevant circumstances arise with the manufacturer, importer or other (intermediary) trader from whom the supplier obtains the products.
4. If the force majeure situation occurs at the moment that the obligations of the supplier have been partially fulfilled or will be able to fulfill them, the supplier is entitled to invoice the part already fulfilled or to be fulfilled. The customer is obliged to pay this invoice, as if it were a separate agreement.
5. From the moment that the force majeure situation has lasted at least two months, both parties may (partially) dissolve the agreement in writing.
6. In a force majeure situation, the supplier does not owe any (damage) compensation, even if it benefits from any advantage as a result of the force majeure situation.
Article 13. Liability
1. The customer is not liable for any damage that has arisen for the customer, unless there is intent or gross negligence on the part of the supplier or persons engaged by it.
2. If the supplier can be held liable under the agreement, the liability is limited to the amount that is paid out by a liability insurance policy, increased by the amount of any applicable deductible. In the absence of (full) payment by the liability insurance, the liability is limited to the purchase amount of the delivered or purchased products.
3. Supplier is only liable for direct damage. Direct damage is exclusively understood to mean:
the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
any reasonable costs incurred to have the defective performance of the supplier comply with the agreement, insofar as this can be attributed to the supplier;
reasonable costs incurred to prevent or limit damage, insofar as the customer demonstrates that these costs have led to limitation of direct damage as referred to in this article.
4. The Supplier is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
5. The supplier is not liable for damage, of whatever nature, caused by the fact that the supplier has relied on incorrect and/or incomplete information provided by or on behalf of the customer.
6. The supplier is not liable for damage, of whatever nature, as a result of the buyer not following the advice and/or instructions of the supplier.
7. The supplier is not liable for damage, of whatever nature, due to exceeding delivery times.
8. Apart from the warranty provisions in Article 11.3 of these general terms and conditions, the supplier is not liable for visible or invisible defects in the product.
9. The supplier is not liable for violation of intellectual property rights or privacy rights, because third parties have gained unauthorized access to information and/or data of the supplier or customer.
10. The supplier is not liable for violation of product requirements in the country of destination by the customer.
11. The customer shall indemnify and hold harmless the supplier, its personnel and subcontractors in respect of all claims by third parties due to or as a result of the performance of the agreement.
12. The supplier has the right at all times, if and insofar as possible, to undo or limit the damage of the customer by supplying a new product or products.
13. All claims under the agreement and/or against the supplier become time-barred by the mere lapse of twelve months.
Article 14. Confidentiality
1. When the parties become aware of information from the other party that they can reasonably know to be of a confidential nature, they will not disclose this information to third parties in any way. An exception to this applies if laws, regulations or professional obligations oblige or make this necessary or if this is necessary for the execution of the agreement.
2. The supplier will store the data and information that the customer provides to the supplier with care.
Article 15. Intellectual property right
1. The supplier reserves all rights with regard to products of the mind which the supplier uses or has used in the context of the execution of the agreement with the customer, insofar as rights can exist or be established on those products in a legal sense.
2. The customer is expressly prohibited from providing, multiplying, making public, processing or exploiting products, including, but not limited to, brochures, images, documentation, drawings and/or other mental products to third parties without the prior consent of the supplier. The agreement concluded between the parties does not include any order or obligation to transfer an intellectual property right from the supplier to the customer.
3. The content of the supplier's website, including but not limited to: the texts, images, design, publications, brands and domain names, are the property of the supplier and are protected by intellectual property rights, including copyright. Users of the website are expressly prohibited from reproducing, processing, exploiting or otherwise making public (a part of) the website, information on the website or other material displayed on the website without the prior permission of the supplier.
4. After the end of the agreement, neither the supplier nor the buyer have any retention obligation towards each other with regard to the information or data used, except for the statutory retention period.
5. The customer indemnifies the supplier against any claim by third parties based on violation of all intellectual property rights.
6. In the event of violation of the provisions of this article, the customer is obliged to fully compensate all damage suffered by the supplier and by third parties.
Article 16. Applicable law and competent court
1. All legal relationships between supplier and customer to which these general terms and conditions apply are exclusively governed by Dutch law.
2. The applicability of the Vienna Sales Convention or other applicable International laws and regulations is expressly excluded.
3. The Dutch court in the district where the supplier is established, subject to mandatory legal provisions, has exclusive jurisdiction to hear any disputes between the parties.