Accountproperties
Categories
Conditions
GENERAL TERMS AND CONDITIONS OF DUTCH CONNECTION B.V.
Dutch Connection BV, Poortersdreef 65, 3824DM Amersfoort, The Netherlands, P.O. Box 1779, Amersfoort,
T +31(0)33 76 76 146 F +31(0)33 76 76 147 E info@dutchconnection.nl W www.dutchconnection.nl/shop
Chamber of Commerce Amersfoort No. 11064345
IBAN: NL18ABNA0529941112
Bank USD account No. 52.99.41.112 ABN/AMRO in Amersfoort
SWIFT: ABNANL2A
Article 1. General provisions
1.1 Without prejudice to the provisions of paragraph 2 of this article, these terms and conditions apply to all offers, agreements and invoices of DUTCH CONNECTION B.V. The user of these general terms and conditions shall be referred to hereinafter as: DC and the other party as “the client”. The latest version of these terms and conditions also always apply to future and/or follow-up agreements between DUTCH CONNECTION and the client, even when no express reference is made to these terms and conditions thereby.
1.2 If provisions are included in the Price Lists of DC (hereinafter: the Price List) which are published periodically, or in other DC offers, which explicitly deviate from provisions in the present general terms and conditions, for example, with regard to discounts, terms of payment, minimum orders, transportation costs, etc., these explicit provisions apply over and instead of the provisions regarding to corresponding subject in the present general terms and conditions.
1.3 Where reference is made to an internationally-defined stipulation (for example: EXW, CIF, DDP, etc.) in these general terms and conditions or in an agreement concluded between DC and the client, such a stipulation must be understood within the meaning of the 1990 Incoterms published by the International Chamber of Commerce.
1.4 The mere fact of its order to DC serves as a waiver by the client of any existing terms and conditions on its part, however they may be designated and however presented, such that all agreements are exclusively subject to these general terms and conditions.
Article 2. Offers and orders
2.1 All offers by DC, also including those mentioned in the Price List, are free of obligation, both with regard to price and delivery time, unless DC expressly states otherwise in its order confirmation.
2.2 The agreement is realized by written confirmation of an order by DC, or upon the commencement of the actual execution of that order by DC. DC reserves the right to decline orders or assignments without stating the reason for doing so.
Article 3. Prices
3.1 Prices and other conditions are based on the type and amount of the products to be supplied as stated in the offer. Orders which pertain to only a portion of the offer give DC the right to revise the prices and conditions stated in same.
3.2 All prices are net, exclusive of taxes and levies (including VAT and import and export duties) and exclusive of insurance and transportation costs, unless DC and the client expressly agree otherwise in writing.
3.3 DC is entitled to increase the agreed prices. However, in the event the agreed prices are increased, the client is entitled to cancel the agreement. If the client cancels the agreement, DC is not obligated to pay any damages.
Article 4. Delivery of products and delivery time
4.1 Products are delivered when DC has same ready for shipment in its warehouse. The risk of the products is for the client from the moment of delivery. DC is only obligated to have the products ready at a location designated by it on its business premises, to be received by or on behalf of the client. DC is not responsible for damage during transport in particular.
4.2 If it has been agreed that DC shall deliver the products to an address provided by the client, DC shall have fulfilled that obligation by presenting the products once at that address for receipt. The client cannot invoke the fact that the products were not received upon presentation, nor a lack of authorization of the receiving party to receive the products on behalf of the client.
4.3 An agreed delivery time shall be extended by the period during which DC was entitled to invoke any right to suspend performance or force majeure.
4.4 The delivery times stated by DC are indicative; failure to deliver within the stated delivery time does not constitute default on the part of DC. The client shall not be entitled to compensation of any loss, direct or indirect, as a consequence of failure to deliver within the delivery time agreed or stated by DC.
4.5 DC is entitled to make partial deliveries. If DC exercises that right, every delivery constitutes a separate sales agreement entailing a payment obligation for the client.
Article 5. Delivery of special products
5.1 If DC receives an order for the delivery of products which are specially processed, constructed or printed, the client is obligated to deliver material which is immediately reproducible and of good quality.
5.2 DC is obligated to send a printing proof or sample to the client in advance for approval only if such was stipulated in writing by the client prior to or with the order. In that case DC undertakes to submit a printing proof or sample to the client, which printing proof or sample shall be deemed to have been approved by the client if no reaction in writing is received from the client rejecting the printing proof or the sample within five work days thereafter. If the products supplied by DC deviate from the printing proof or sample to some minor degree, which shall also be understood to include differences in colour gradations, then that is not to be characterized as a failure on the part of DC.
5.3 All costs in connection with the work to be performed by DC for the assembling and processing of the products as referred to in Article 5.1 shall be charged to the client separately unless explicitly agreed otherwise.
5.4 DC is entitled to deliver to and charge the client for a maximum of 5% more or less of the number of products ordered by the client as referred to in this Article 5.
Article 6. Guarantees/claims
6.1 The client is obligated upon delivery to examine whether the articles delivered are in compliance with the agreement.
6.2 Claims regarding externally-visible defects must be made in writing within fourteen days of the delivery of the items, which period shall apply as an expiration period for such claims.
6.3 Claims regarding internal defects must be made in writing within fourteen days after the defects have been discovered or reasonably could have been discovered, however in any case within three months after delivery of the items, which periods shall apply as an expiration period for such claims.
6.4 Claims regarding the amount of the invoice sent by DC must be made in writing within the payment period stated in Article 11, paragraph 1, which period shall apply as an expiration period for such claims.
6.5 After receipt of the claim in accordance with the foregoing paragraphs and if, in its judgement, there is a basis for the objection DC shall proceed to rectify the defect, replace the products or provide compensation for them, at the sole discretion of DC. In no case shall the value of DC’s performance as referred to in the previous sentence exceed the price of the defective portion of the products supplied. DC is not liable for any loss arising as a consequence of the defect, nor is it bound to any other performance than that stated in the first sentence of this paragraph.
6.6 In the event the client notifies DC of claims, and goods are returned to DC in that connection, whether or not at the request of DC, all costs in that connection - also including the costs of transportation - shall be for the account of the client if the claims are not recognized by DC.
6.7 The presence of a defect as referred to in this article does not entitle the client to suspend its payment obligations ensuing from this agreement. DC is not bound to any performance if and as long as the client has not complied with all its obligations to DC (including the full payment of the purchase price), regardless of whether these obligations ensue from the agreement concluded or arose in some other manner.
6.8 Products which have been properly delivered will not be accepted back unless DC and the client expressly agree otherwise in writing. In that case all the products to be returned must be in their original condition and in the original packaging and DC will credit the client for the invoice amount of these products, less its costs and the amount of the reduction in the value of the products. The costs of return shipment are for the account of the client.
6.9 The guarantee obligation and the liability of DC for products supplied by DC which DC has bought from third parties shall in any event be limited to the extent of the guarantee obligation and the liability which that third party has accepted in relation to those products and which will also actually be fulfilled vis-à-vis DC. At the client’s written request DC will provide the client further information regarding the guarantee obligation and liability accepted by that third party.
6.10 DC is entitled to ignore claims concerning less than € 250,-- and less than 2% of the total delivered goods, and will not be held accountable for restitution of the amount involved in a complaint.
Article 7. Force majeure
7.1 In the event of force majeure on the part of DC, DC has the right, at its discretion, to suspend performance of the agreement or to cancel the agreement entirely or in part, without being obligated to pay any damages to the client.
7.2 Force majeure is understood to mean any circumstance on the basis of which (further) performance of the agreement can no longer be reasonably demanded by the client, including in any case export and/or import prohibitions, a prohibition imposed on DC by a third party against DC supplying products because delivery is in conflict with the industrial or intellectual property rights of a third party, strike, fire and other calamities which hamper or limit the operation of the business, lack of raw materials and auxiliary materials, transport restrictions, war, revolt and measures imposed by the authorities, and without regard to whether these circumstances arise at DC or with the suppliers of DC.
Article 8. Retention of title
8.1 All products supplied by DC to the client remain the property of DC until the client has performed all the requirements of DC regarding the counter-performance for the products supplied or to be supplied by DC to the client pursuant to any agreement or regarding work performed or to be performed pursuant to such an agreement also for the client.
8.2 The provisions of paragraph 1 likewise apply for claims of DC due to default of the client in the performance of said agreements.
8.3 In the event DC has good reason to fear that the client will default on its payment obligations to DC, DC is entitled to take back the products supplied under retention of title. After the goods have been retrieved, the client shall be credited for the market value of the products, which in no case shall exceed the original purchase amount, less by the costs incurred by DC in connection with taking them back.
Article 9. Cancellation/suspension/set off
9.1 DC is entitled, without prejudice to its legal rights, to cancel the agreement with immediate effect in the event of bankruptcy, suspension of payment or liquidation of the client’s company or in the event of a drastic change in the power structure in the client’s organization.
9.2 The client is not entitled to invoke any right to suspension against DC, including a right of retention and/or right to set off.
Article 10. Liability
10.1 Beyond the supply of the products as included in the agreement with the client and the obligations as stated in article 6, DC is not bound to any performance vis-à-vis the client.
10.2 DC is not liable for any loss, direct or indirect and of whatever nature, regardless of the manner in which this has arisen or the persons who caused the damage, except to the extent the loss is the consequence of intent or gross negligence of the DC management.
10.3 Damages for which DC could be obligated shall never exceed the invoice value of the products supplied in relation to which the damage was incurred or as a consequence of which the damage was caused.
Article 11. Payment
11.1 Payment must be made in advance, unless DC and the client expressly agree otherwise in writing, failing which the client is in default by operation of law (hence, without the necessity of any warning or notice of default).
11.2 DC has the right at any time to demand full or partial payment of the agreed price in advance, or cash on delivery.
11.3 In the absence of timely payment the client shall owe interest of 1.5% for each month or part thereof by which the payment period is exceeded. The interest due is calculated over the portion of the total invoice amount (including VAT) that has not been paid. In the absence of timely payment of any invoice, all invoices still outstanding, including those for which the payment period has not yet expired, become immediately payable.
11.4 In the event the client remains in default of payment of that which it owes even after the first warning, it is obligated to pay the extrajudicial collection costs of DC, which costs are calculated in accordance with the collection fees of the Netherlands Bar, with a minimum of Euro 69,=. DC is not obligated to show that it actually incurred the extrajudicial collection costs in the aforementioned percentage or amount.
Article 12. Choice of law/court having jurisdiction
12.1 All agreements are subject to Netherlands Law, with the exclusion of the provisions of international treaties to the extent these contain no mandatory law.
12.2 All disputes of any nature whatsoever, shall be adjudicated exclusively by the Arnhem District Court, except in the event the law mandatorily designates another judicial body as the court having jurisdiction and/or DC elects to bring the dispute before another competent court.
Article 13. Entry into force
13.1 These general terms and conditions take effect from 1st of February 2006.
Article 14. Priority of the Netherlands text
14.1 The Dutch text of these general terms and conditions shall prevail over the translation of same.
Dutch Connection BV, Poortersdreef 65, 3824DM Amersfoort, The Netherlands, P.O. Box 1779, Amersfoort,
T +31(0)33 76 76 146 F +31(0)33 76 76 147 E info@dutchconnection.nl W www.dutchconnection.nl/shop
Chamber of Commerce Amersfoort No. 11064345
IBAN: NL18ABNA0529941112
Bank USD account No. 52.99.41.112 ABN/AMRO in Amersfoort
SWIFT: ABNANL2A
Article 1. General provisions
1.1 Without prejudice to the provisions of paragraph 2 of this article, these terms and conditions apply to all offers, agreements and invoices of DUTCH CONNECTION B.V. The user of these general terms and conditions shall be referred to hereinafter as: DC and the other party as “the client”. The latest version of these terms and conditions also always apply to future and/or follow-up agreements between DUTCH CONNECTION and the client, even when no express reference is made to these terms and conditions thereby.
1.2 If provisions are included in the Price Lists of DC (hereinafter: the Price List) which are published periodically, or in other DC offers, which explicitly deviate from provisions in the present general terms and conditions, for example, with regard to discounts, terms of payment, minimum orders, transportation costs, etc., these explicit provisions apply over and instead of the provisions regarding to corresponding subject in the present general terms and conditions.
1.3 Where reference is made to an internationally-defined stipulation (for example: EXW, CIF, DDP, etc.) in these general terms and conditions or in an agreement concluded between DC and the client, such a stipulation must be understood within the meaning of the 1990 Incoterms published by the International Chamber of Commerce.
1.4 The mere fact of its order to DC serves as a waiver by the client of any existing terms and conditions on its part, however they may be designated and however presented, such that all agreements are exclusively subject to these general terms and conditions.
Article 2. Offers and orders
2.1 All offers by DC, also including those mentioned in the Price List, are free of obligation, both with regard to price and delivery time, unless DC expressly states otherwise in its order confirmation.
2.2 The agreement is realized by written confirmation of an order by DC, or upon the commencement of the actual execution of that order by DC. DC reserves the right to decline orders or assignments without stating the reason for doing so.
Article 3. Prices
3.1 Prices and other conditions are based on the type and amount of the products to be supplied as stated in the offer. Orders which pertain to only a portion of the offer give DC the right to revise the prices and conditions stated in same.
3.2 All prices are net, exclusive of taxes and levies (including VAT and import and export duties) and exclusive of insurance and transportation costs, unless DC and the client expressly agree otherwise in writing.
3.3 DC is entitled to increase the agreed prices. However, in the event the agreed prices are increased, the client is entitled to cancel the agreement. If the client cancels the agreement, DC is not obligated to pay any damages.
Article 4. Delivery of products and delivery time
4.1 Products are delivered when DC has same ready for shipment in its warehouse. The risk of the products is for the client from the moment of delivery. DC is only obligated to have the products ready at a location designated by it on its business premises, to be received by or on behalf of the client. DC is not responsible for damage during transport in particular.
4.2 If it has been agreed that DC shall deliver the products to an address provided by the client, DC shall have fulfilled that obligation by presenting the products once at that address for receipt. The client cannot invoke the fact that the products were not received upon presentation, nor a lack of authorization of the receiving party to receive the products on behalf of the client.
4.3 An agreed delivery time shall be extended by the period during which DC was entitled to invoke any right to suspend performance or force majeure.
4.4 The delivery times stated by DC are indicative; failure to deliver within the stated delivery time does not constitute default on the part of DC. The client shall not be entitled to compensation of any loss, direct or indirect, as a consequence of failure to deliver within the delivery time agreed or stated by DC.
4.5 DC is entitled to make partial deliveries. If DC exercises that right, every delivery constitutes a separate sales agreement entailing a payment obligation for the client.
Article 5. Delivery of special products
5.1 If DC receives an order for the delivery of products which are specially processed, constructed or printed, the client is obligated to deliver material which is immediately reproducible and of good quality.
5.2 DC is obligated to send a printing proof or sample to the client in advance for approval only if such was stipulated in writing by the client prior to or with the order. In that case DC undertakes to submit a printing proof or sample to the client, which printing proof or sample shall be deemed to have been approved by the client if no reaction in writing is received from the client rejecting the printing proof or the sample within five work days thereafter. If the products supplied by DC deviate from the printing proof or sample to some minor degree, which shall also be understood to include differences in colour gradations, then that is not to be characterized as a failure on the part of DC.
5.3 All costs in connection with the work to be performed by DC for the assembling and processing of the products as referred to in Article 5.1 shall be charged to the client separately unless explicitly agreed otherwise.
5.4 DC is entitled to deliver to and charge the client for a maximum of 5% more or less of the number of products ordered by the client as referred to in this Article 5.
Article 6. Guarantees/claims
6.1 The client is obligated upon delivery to examine whether the articles delivered are in compliance with the agreement.
6.2 Claims regarding externally-visible defects must be made in writing within fourteen days of the delivery of the items, which period shall apply as an expiration period for such claims.
6.3 Claims regarding internal defects must be made in writing within fourteen days after the defects have been discovered or reasonably could have been discovered, however in any case within three months after delivery of the items, which periods shall apply as an expiration period for such claims.
6.4 Claims regarding the amount of the invoice sent by DC must be made in writing within the payment period stated in Article 11, paragraph 1, which period shall apply as an expiration period for such claims.
6.5 After receipt of the claim in accordance with the foregoing paragraphs and if, in its judgement, there is a basis for the objection DC shall proceed to rectify the defect, replace the products or provide compensation for them, at the sole discretion of DC. In no case shall the value of DC’s performance as referred to in the previous sentence exceed the price of the defective portion of the products supplied. DC is not liable for any loss arising as a consequence of the defect, nor is it bound to any other performance than that stated in the first sentence of this paragraph.
6.6 In the event the client notifies DC of claims, and goods are returned to DC in that connection, whether or not at the request of DC, all costs in that connection - also including the costs of transportation - shall be for the account of the client if the claims are not recognized by DC.
6.7 The presence of a defect as referred to in this article does not entitle the client to suspend its payment obligations ensuing from this agreement. DC is not bound to any performance if and as long as the client has not complied with all its obligations to DC (including the full payment of the purchase price), regardless of whether these obligations ensue from the agreement concluded or arose in some other manner.
6.8 Products which have been properly delivered will not be accepted back unless DC and the client expressly agree otherwise in writing. In that case all the products to be returned must be in their original condition and in the original packaging and DC will credit the client for the invoice amount of these products, less its costs and the amount of the reduction in the value of the products. The costs of return shipment are for the account of the client.
6.9 The guarantee obligation and the liability of DC for products supplied by DC which DC has bought from third parties shall in any event be limited to the extent of the guarantee obligation and the liability which that third party has accepted in relation to those products and which will also actually be fulfilled vis-à-vis DC. At the client’s written request DC will provide the client further information regarding the guarantee obligation and liability accepted by that third party.
6.10 DC is entitled to ignore claims concerning less than € 250,-- and less than 2% of the total delivered goods, and will not be held accountable for restitution of the amount involved in a complaint.
Article 7. Force majeure
7.1 In the event of force majeure on the part of DC, DC has the right, at its discretion, to suspend performance of the agreement or to cancel the agreement entirely or in part, without being obligated to pay any damages to the client.
7.2 Force majeure is understood to mean any circumstance on the basis of which (further) performance of the agreement can no longer be reasonably demanded by the client, including in any case export and/or import prohibitions, a prohibition imposed on DC by a third party against DC supplying products because delivery is in conflict with the industrial or intellectual property rights of a third party, strike, fire and other calamities which hamper or limit the operation of the business, lack of raw materials and auxiliary materials, transport restrictions, war, revolt and measures imposed by the authorities, and without regard to whether these circumstances arise at DC or with the suppliers of DC.
Article 8. Retention of title
8.1 All products supplied by DC to the client remain the property of DC until the client has performed all the requirements of DC regarding the counter-performance for the products supplied or to be supplied by DC to the client pursuant to any agreement or regarding work performed or to be performed pursuant to such an agreement also for the client.
8.2 The provisions of paragraph 1 likewise apply for claims of DC due to default of the client in the performance of said agreements.
8.3 In the event DC has good reason to fear that the client will default on its payment obligations to DC, DC is entitled to take back the products supplied under retention of title. After the goods have been retrieved, the client shall be credited for the market value of the products, which in no case shall exceed the original purchase amount, less by the costs incurred by DC in connection with taking them back.
Article 9. Cancellation/suspension/set off
9.1 DC is entitled, without prejudice to its legal rights, to cancel the agreement with immediate effect in the event of bankruptcy, suspension of payment or liquidation of the client’s company or in the event of a drastic change in the power structure in the client’s organization.
9.2 The client is not entitled to invoke any right to suspension against DC, including a right of retention and/or right to set off.
Article 10. Liability
10.1 Beyond the supply of the products as included in the agreement with the client and the obligations as stated in article 6, DC is not bound to any performance vis-à-vis the client.
10.2 DC is not liable for any loss, direct or indirect and of whatever nature, regardless of the manner in which this has arisen or the persons who caused the damage, except to the extent the loss is the consequence of intent or gross negligence of the DC management.
10.3 Damages for which DC could be obligated shall never exceed the invoice value of the products supplied in relation to which the damage was incurred or as a consequence of which the damage was caused.
Article 11. Payment
11.1 Payment must be made in advance, unless DC and the client expressly agree otherwise in writing, failing which the client is in default by operation of law (hence, without the necessity of any warning or notice of default).
11.2 DC has the right at any time to demand full or partial payment of the agreed price in advance, or cash on delivery.
11.3 In the absence of timely payment the client shall owe interest of 1.5% for each month or part thereof by which the payment period is exceeded. The interest due is calculated over the portion of the total invoice amount (including VAT) that has not been paid. In the absence of timely payment of any invoice, all invoices still outstanding, including those for which the payment period has not yet expired, become immediately payable.
11.4 In the event the client remains in default of payment of that which it owes even after the first warning, it is obligated to pay the extrajudicial collection costs of DC, which costs are calculated in accordance with the collection fees of the Netherlands Bar, with a minimum of Euro 69,=. DC is not obligated to show that it actually incurred the extrajudicial collection costs in the aforementioned percentage or amount.
Article 12. Choice of law/court having jurisdiction
12.1 All agreements are subject to Netherlands Law, with the exclusion of the provisions of international treaties to the extent these contain no mandatory law.
12.2 All disputes of any nature whatsoever, shall be adjudicated exclusively by the Arnhem District Court, except in the event the law mandatorily designates another judicial body as the court having jurisdiction and/or DC elects to bring the dispute before another competent court.
Article 13. Entry into force
13.1 These general terms and conditions take effect from 1st of February 2006.
Article 14. Priority of the Netherlands text
14.1 The Dutch text of these general terms and conditions shall prevail over the translation of same.
