Kvk nummer: 70550190
BTW nummer: NL858370852B01
Article 1: Applicability
- These terms and conditions apply to all offers and to all contracts of purchase and sale of Less2Care B.V., established in RAALTE hereafter referred to as ‘the user’.
- The buyer or the client will in the following be referred to as “the other party”. If, in the following, a provision specifically resembles the situation in which the other party is a natural person who does not act in the exercise of an occupation or company, it will be referred to as ‘the consumer’.
- Otherwise, only part of the agreement concluded between the parties shall be part of the agreement concluded between the parties if and to the extent that both parties have been expressly agreed in writing.
- ‘in writing’ also means in these general terms and conditions: by e-mail, fax or any other way of communication which can be equated with this in view of the state of technology and the views in force in social transport.
- Accepting and retaining a quotation or contract confirmation by the other party without comment, on which these terms have been referred shall be as consent to its application.
- The possibility of not applying a (part of a) provision of these general terms and conditions shall be within prejudice to the applicability of the other provisions.
Article 2: Agreements
- Agreements are binding first by written confirmation of the user.
- Oral agreements bind the user first after confirming it in writing by the user, or as soon as the user has started the implementing operations with the agreement of the other party.
- Additions or changes to the terms and conditions or otherwise changes or additions to the agreement are binding first after written confirmation.
Article 3: Offers
- All offers, quotations, price lists, delivery times etc. of the user are non-binding unless they contain a time limit for acceptance. If an offer or offer contains a non-binding offer and this offer is accepted by the other party, the user has the right to withdraw the offer within 2 working days of receipt of acceptance.
- The prices used by the user and the prices quoted in the offers, quotations, price lists, etc. shall not include VAT and any costs. These costs may include – but not exclusively – travel costs, transport costs and declarations of third parties engaged. This is, unless expressly stated in writing otherwise.
- Samples, brochures, drawings, models, colour, dimensions, weights and other descriptions shown and/or provided shall be as accurate as possible, but are only for indication. No rights can be derived from this unless the parties have been expressly agreed otherwise in writing.
- The samples, brochures, drawings, drawings, etc. referred to in the previous paragraph of this Article shall remain the ownership of the user at any time, unless the parties have been expressly agreed otherwise in writing. These must be returned at the first request of the user. They may not be reproduced without the written consent of the user or given to third parties for inspection.
If between the date of the conclusion of the agreement and the implementation of the
agreement by the government and/or trade unions changes to wages, working conditions or social insurance, etc., the user is entitled to pass on the increases to the other party. If a new price list is issued and entered into force between the aforementioned data, the user is entitled to charge the prices indicated therein to the other party.
b. For the agreement concluded with the consumer, price increases may be passed on 3 months after the conclusion of the agreement Resp. charged. In the case of price increases, within a shorter period of 3 months, the consumer shall be empowered to dissolve the agreement.
Article 4: Third parties switching in
If and to the extent that the proper implementation of the agreement requires this, the user has the right to carry out certain activities or deliveries by third parties.
Article 5: Delivery, delivery periods
- Specified deadlines within which the cases must have been delivered can never be considered a fatal period unless the parties have been expressly agreed otherwise in writing. If the user does not fulfil his obligations in the agreement or in good time, he must therefore be defaulted in writing.
- When delivered in portions, each delivery or phase is considered a separate transaction and may be invoiced by the user per transaction.
- The risk of the cases delivered is to the other party at the time of delivery.
- Shipping or transport of the ordered goods shall be carried out in a manner to be determined by the user, but account and risk of the other party. The user is not liable for damage, of any kind and form, which is related to the shipment or transport, whether or not to the goods suffered. This is, unless the parties have been expressly agreed otherwise in writing.
- If it is not possible to deliver the cases to the other party, due to a cause located in the atmosphere of the other party, the user reserves the right to store the ordered goods on behalf and risk of the other party. The user shall inform the other party in writing of the storage carried out and also set a reasonable time limit on which the other party must enable the user to deliver the goods.
- If the other party fails to fulfil its obligations, even after the period set by the user, as provided for in the previous paragraph of this Article, the other party shall be in default, due to the single course of 1 (one) month, from the the date of storage in default and the user has the right to enter into the contract in writing and with immediate effect, without prior or further notice of notice, without judicial intervention and without compensation for damages, costs and rents to be kept, dissolve in whole or in part.
- The prior obligation shall be without prejudice to the obligation of the other party to pay the agreed or agreed or price or other costs.
- The user shall be empowered to require the repayment or security of the other party, in respect of the fulfilment of the counterparty’s financial obligations, before proceeding to delivery.
Article 6: Delivery progress
- The user cannot be required to start supplying the goods earlier than after all the necessary information is in his possession and he has received any agreed (forward) payment. In the case of delays, the specified delivery periods will be adjusted proportionately.
- Where supplies may not normally or without interruption, the user is entitled to charge the resulting costs to the other party due to causes outside the user’s fault.
- All expenses incurred by the user in the context of the performance of the contract at the request of the other party shall be entirely borne by the latter, unless the parties have been expressly agreed otherwise in writing.
Article 7: Emballage
- The single-use emballage, in which goods are delivered, remain the ownership of the user and may not be used by the other party for purposes other than for which they are intended.
- The user is entitled to charge deposits for this emballage, in the other party. The user is obliged to take back this emballage, provided that franco returned, at the price charged by the other party, during a period determined by the user after the delivery date.
- If emballage is damaged, incomplete or lost, the other party is liable for this damage and lapses its right to reimbursement of the deposit.
- If it was necessary to assess the user, packaging will be charged at cost at cost and not taken back.
Article 8: Advertisements and returns
- The other party is obliged to take control immediately upon receipt of the goods. If the other party detects visible defects, errors, imperfections and/or defects, this should be noted on the letter of lading or the guidance receipt and to be immediately notified to the user, or the other party must inform the user within 24 hours of receipt of the items, followed by an immediate written confirmation to the user.
- Other advertisements must be reported to the user by registered letter within 8 days of receipt of the items.
- Without prejudice to paragraphs 1 and 2 of this Article, the provisions of paragraph 8 of Article 9 shall also be taken into account in respect of the agreement concluded with the consumer.
- If the above reported advertisements have not been communicated to the user within the time limits referred to there, the goods shall be deemed to have been received in good condition.
- The ordered goods are delivered in the wholesale packaging supplied to the user. Minor deviations in the field of specified sizes, weights, numbers, colours, etc., do not apply as a shortcoming on the user’s side.
- With regard to imperfections in natural products, no advertisements can be made in force if these imperfections are related to the nature and properties of the raw material(s) from which the product was manufactured. This is for the user’s assessment.
- Advertisements do not suspend the obligation to pay the other party.
- The user should be able to investigate the complaint. If the investigation into the return of complaint proves necessary, it shall only be borne by the user if the latter has expressed its express written consent in advance.
- In all cases, return shipment is made in a manner to be determined by the user and in the original packaging or. Emballage. Return shipment is made for the expense and risk of the other party, unless the user declares the advertisement well founded.
- If the goods have changed after delivery of nature and/or composition, have been processed or processed, damaged or overtaken in whole or in part, any right to advertising shall be granted.
- In the event of any commercials, the damage will be settled under Article 9.
Article 9: Liability and warranty
- The user waives his task as may be expected of a company in his industry, but accepts no liability for damages, including death and injury, consequential damage, operating damage, loss of profits, loss of profits and/or stagnation damage, resulting from the user’s actions or failures, his staff or third parties engaged by him, except in so far as there is intent and/or conscious recklessness of himself, his management and/or his managerial staff.
- Without prejudice to the other members of this Article, the liability of the user – as far as any part – shall be limited to the amount of the net price of the delivered goods or the activities carried out.
- Without prejudice to the previous members of this Article, the user shall never be obliged to pay compensation exceeding the insured amount, in so far as the damage is covered by insurance concluded by the user.
- The user represents the usual normal quality and soundness of the (supplied); its actual life span can never be guaranteed.
- If there are visible errors, imperfections and/or defects that must have been present at the time of delivery, the user undertakes to repair or replace those matters free of charge at the time of (on)delivery.
- A. In all cases, the period within which the user has been charged with
damage may be limited to 6 months from the time when the compensation due has been fixed.
B. By way of derogation from point A of this paragraph, a maximum period of 1 (one) year shall apply to the consumer.
- For example, a warranty provided by the user by the manufacturer will be provided with a guarantee, that warranty will apply equally between the parties.
- With regard to the agreement with the consumer, the user observes the statutory warranty periods.
- The other party loses its rights to the user, shall be liable for all damages and shall indemnify the user against any claim of third parties in respect of compensation if and to the extent that:
- damage caused by improper and/or instructions and/or advice of user-contrary use and/or improper storage of the cases delivered by the other party;
- damage caused by errors, incompleteness or inaccuracies in data, materials, information carriers, etc. provided and/or prescribed by or on behalf of the other party.
Article 10: Payment
- Payment must be made within 30 days of the invoice date, unless the parties have been expressly agreed otherwise in writing.
- For investment goods and tailor-made projects, a deposit should be paid for the granting of the contract of at least 50 of the total invoice value of the contract for start work and/or delivery.
- If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1:
- will be charged to the other party from that time a credit restriction fee of 2, without the need for further notice of default;
- the other party will owe the user a delay rate of 2 per month cumulatively to calculate over the principal. Parts of one month are classified as full months in these;
- after being ordered by the user for this purpose, the other party will be due at least 15 of the principal sum sum in respect of extrajudicial costs and the default interest with an absolute minimum of € 150.00;
- the user has the right, for each payment reminder sent to the other party, reminder, etc., to charge an amount of at least € 20.00 in the field of administration costs to the other party. The user will indicate this in the agreement and/or on the invoice.
- In the choice of the user, in previous or similar circumstances, without further notice or judicial intervention, the agreement may be dissolved in whole or in part, whether or not combined with a requirement to Compensation.
- If the other party has not fulfilled its obligations in good time, the user shall be empowered to suspend the fulfilment of the obligations entered into by the other party or to carry out work until the payment has been made or proper security has been provided for this purpose. The same applies before the time of default if the user has reasonable suspicion that there are reasons to doubt the credit worthiness of the other party.
- Payments made by the other party always apply to the disposal of all the rents and costs due and then apply in order to incur the induvisible invoices which open the longest, unless the other party expressly decides in writing in writing in writing. the satisfaction relates to a later invoice.
6. A. If, in any case, the other party has one or more counterclaims on the
the user shall, or will obtain, the other party waives the right to set off with respect to this claim(s). That waiver of the right to setoff shall also apply if the other party (provisional) requests suspension of payment or declared in a state of bankruptcy.
B. The provisions of point a of this paragraph shall not apply to agreements with the consumer.
Article 11: Retention of title
- The user reserves the property of delivered and delivered goods until the time when the other party has fulfilled his related commitments to the user. Those payment obligations consist of paying the purchase price, plus claims relating to activities related to that supply and claims relating to the relevant, any compensation for failing in the obligations on the part of the other party.
- The goods covered by the retention of title may be resold by the other party only in the context of normal business.
- Where the user invokes the retention of title, the agreements concluded in this regard shall apply, without prejudice to the user’s right to claim compensation for damages, lost profits and interest.
- The other party is obliged to inform the user in writing that third parties assert rights in cases which are subject to a retention of title under this Article.
Article 12: Property/ warrantage
Until the time when the other party has fully fulfilled its related commitments to the user, the other party shall not be empowered to give third parties collateral and/or establish a propertyless lien on it, and/or to bring storage cases into the actual power of one or more financiers (warrantage), since this will be considered as imputable failure to fulfil obligation seen on its side. The user may, if then, immediately, suspend his obligations from the contract, without having been obliged to fulfil his obligations under the agreement, without prejudice to the user’s right to compensation for damages, lost profits and interest.
Article 13: Bankruptcy, jurisdiction or jurisdiction, etc.
Without prejudice to the other articles of these terms and conditions, the agreement concluded between the other party and the user shall be dissolved without judicial intervention and without any notice of default required, at the time of on which the other party is declared in bankruptcy, (provisional) surséance of payment applies, is taken by enforcement enforcement, is placed under guardianship or under administration or otherwise the jurisdiction of the decision or otherwise the jurisdiction of the decision or otherwise the power of decision or otherwise the power of decision or otherwise the power of decision or the ability to act in relation to his assets or parts of his assets, unless the liquidator or the administrator recognises the obligations arising from the contract as a property debt.
Article 14: Force majeure
- In the event of compliance with the person to which the user has been held under the agreement concluded with the other party, it is not possible and this is due to non-imputable non-compliance on the part of the user, and/or on the side of third parties or suppliers engaged for the performance of the contract or suppliers, or in the event of any other significant reason on the part of the user, the user is entitled to dissolve the agreement concluded between the parties or to fulfil his obligations on the part of the user, the user shall be entitled to dissolve the agreement concluded between the parties or to fulfil their obligations. obligations vis-à-vis the other party during a reasonable period of time to be determined without having been held for any compensation. If the above situation occurs if the agreement has been implemented in part, the other party shall be obliged to fulfil its obligations to the user until that time.
- In the case of circumstances in which there will be non-imputable non-compliance, such will include war, riots, mobilisation, internal and foreign disturbances, government measures, strike and exclusion by workers or threats of these e.d. circumstances; disturbance of the currency ratios existing at the time of the contract; weather conditions, malfunctions caused by fire, accident or other events and natural phenomena, indifferent or non-timely compliance with the user, its suppliers or third parties which he implementation of the commitment.
Article 15: Dissolution, cancellation/cancellation
- A. The other party waives all rights to dissolution of the ex-contract
Article 6:265 e.g. Or other legal provisions, unless mandatory provisions oppose them. This is subject to the right to cancel the agreement under this article or to terminate it. The provisions of sub A of this paragraph shall not apply to the agreement with the consumer.
- Cancellation shall be understood in the context of these general terms and conditions: the termination of the agreement by one of the parties before the start of the performance of the agreement.
- Termination shall be understood in the context of these general terms and conditions: the
of the agreement of the agreement by one of the parties.
- In the event that the other party terminates the agreement or, he owes the user a compensation to be determined by the user. The other party is obliged to reimburse all costs, damages and the profit foregone to the user. The user is entitled to fix the costs, damages and lost profits and to charge 20 to 100 of the agreed price to the other party, in due choice and depending on the work already carried out or deliveries.
- The other party shall be liable to the third parties for the consequences of the cancellation or termination and indemnifies the user in this regard.
- Amounts already paid by the other party are not refundable.
Article 16: Applicable law/competent court
- Only Dutch law applies to the agreement concluded between the user and the other party. The disputes arising out of this agreement will also be settled under Dutch law.
- By way of derogation from paragraph 1 of this Article, the property-law effects of a retention of title of export-intended goods, where the country’s legal system or the State of destination of the goods is more favourable to the user , governed by that right.
- Any disputes will be settled by the competent Dutch court, be it that the user may have the power to bring a case before the competent court in place where the user is established, unless the district court is in this respect competent.
- For disputes with the consumer, within 1 (one) month after the user has informed him that the case will be brought before the court, the consumer may indicate that he opts for resolution of the dispute by the legal competent judge.
- With regard to disputes arising out of the agreement concluded with a counterparty established outside the Netherlands, the user is entitled to act in accordance with paragraph 3 of this Article or – of his choice – to bring the disputes pending. competent court in the country or the state in which the other party is established.
Datum: 18 november 2019