Terms and conditions OF MASTER NETHERLANDS BV ESTABLISHED IN EDE
Article 1. Terms:
A. Any legal relationship between us and the other party is governed solely by the present conditions. B. Any eventual deviating conditions applied by the other party are only considered by us as binding if and insofar as we have stated an agreement in writing. C. Also, all deviations from these conditions are to be expressed in a written agreement with us. D. If we have agreed in writing to the applicability of deviating conditions, the present other conditions, even though this is not explicitly stated, remain binding and valid. E. From any agreed deviation from these conditions, the other party cannot derive any future rights.
Article 2. Offers:
A. All offers are under no obligation, unless otherwise specified and are based on eventually presented information, drawings, specifications etc. B. All provided brochures, price lists or other information accompanying any offer are listed as accurate as possible. These are only binding for us if expressly confirmed in writing by us. Details need not be provided. C. Drawings, technical specifications, designs, calculations and cutting dies, which are manufactured by us or on our behalf remain, even after conclusion of the agreement, our sole property and the intellectual property rights thereupon rest with us.
Article 3. Agreements:
A. Agreements come into effect by a written acceptance / confirmation of an order from our side or from the moment the execution of the order has started by us. B. Upon written confirmation of an order by us, the content of the order confirmation shall be deemed as the content of the agreement between both parties. C. If the agreement between us and the other party comes about though an electronic order form, it is definitive when the other party has indicated that it has agreed to the general terms and conditions, when he has authorized the webshop to debit the money from his account and when the the other party has paid the payment via iDEAL, Credit Card, Bancontact or Sofort Banking. The agreement is concluded by filling in the required fields on the electronic order form and agreeing to the terms and conditions. If the other party has accepted the offer through our electronic order form, we will immediately confirm receipt of the acceptance of the offer by e-mail. As long as the receipt of this acceptance has not been confirmed by us, the other party can terminate the agreement.
Article 4. Cancellations:
A. If the other party, after placement and acceptance of the order, wishes to cancel, for whatever reason, then we shall have freedom of choice to oblige the other party to legally fulfil the agreement or to accept cancellation provided that the other party, within a by us set deadline, settles a fixed compensation fee equal to 20% of the amount of the contract. B. The in the previous paragraph described arrangement shall also be applied in the event that the other party refuses to accept an ordered shipment. If then, the other party will be charged as well with any (extra) transportation costs. C. The article in reference to payment set out in these terms and conditions shall apply in respective and previous paragraphs.
Article 5. Pricing:
A. All price quotations are based on cost-determining factors at the time of the offer. We reserve the right to charge all, after the date of our offer or order confirmation, occurred changes in above mentioned cost-determining factors to the other party, even if those cost increasing conditions were already foreseeable upon acceptance of the order. B. Costs of additions and / or amendments of the contract or agreement shall be borne by the other party. C. The price does not include sales tax.
Article 6. Delivery:
A. We commit ourselves to observe delivery terms as described as close as possible, but upon exceeding them gives the other party no right to compensation, suspension of payment or dissolution of the binding agreement. B. Delivery will take place at delivery address of the other party. C. In case of attempt of delivery to the client without reception on his behalf, goods will be stored at his disposal and his expense and risk. D. In case payment of goods has not been received 30 days after date of invoice, then the contractor is entitled to charge the buyer in respect of storage 1% per month or part thereof of the total invoice amount, exclusive VAT. E. The contractor is, however, also entitled, by own choice, to store business goods on other premises at the expense and risk of the client. F. If delivery and / or installation cannot proceed on the agreed date due to circumstances affecting the client, or if goods are "sold on call", the client will notify the contractor thereafter in writing of the date of availability for reception of goods and / or installation. In which case the contractor is under no obligation to supply and / or install the order in a period shorter than four weeks after the date of receipt of respective message from the client, thus taking into account the contractors work organization and planning. G. We are entitled to deliver in parts, which may be invoiced separately; the payment terms as stipulated in art. 14 of these conditions also apply herein.
Article 7. Transport
A. Unless otherwise agreed, we determine the means of transport and transport routes, without being under obligation to ensure selection of the fastest and cheapest option. B. Unless otherwise agreed, transport costs will be charged on account of the other party. C. Goods are always transported at risk of the other party.
Article 8. Retention of Property:
A. We retain ownership of all goods sold by us until fulfilment by the other party as agreed regarding delivered or to deliver goods or regarding such an agreement concerning performed or to be performed activities beneficial to the other party, as well as regarding settlement of claims for failure in fulfilment of aforementioned agreement. B. The other party has the right to resell and process as part of its own normal business operation. C. In the event of non-payment of an amount due, suspension of payments, suspension, application for a moratorium, bankruptcy, application for bankruptcy, placement of guardianship, death or liquidation of assets on behalf of the other party, we will have the right, without notice and without judicial intervention, to cancel the contract or part thereof still to be delivered and may recover the possibly delivered, yet not fully paid, as our property net of any payments already made but without prejudice to our rights to demand compensation for any loss or damage. In the event of which all claims we have against the other party are due immediately. D. The event of our exercising of rights attributed to us under title of retention, including the possible seizure of goods can in no way be considered as an act resulting in termination of the contract.
Article 9. Complaints:
A. Complaints, which includes all grievances due to the nature of the business at the time of delivery thereof or due to other causes not otherwise regulated in these conditions will be taken by us in consideration only, if within 5 days of delivery of goods we are in possession of a written complaint. B. Claims can be considered only if the goods are still in the state in which they were delivered. In case of doubt, it is upon the other party to prove that this is the case. C. Return of the delivered goods can only occur after our prior written consent, under conditions solely determined by us. D. If a complaint has been proved valid by us, we may at our own discretion repair the goods to which the complaint refers, replace the goods or reimburse the other party, excluding any other right for the other party to compensation. E. A complaint does not suspend the payment obligations.
Article 10. Non-attributable failure
A. Among non-attributable failure is understood:
Each of beyond the will of the parties, independent or unforeseen circumstances by which fulfilment of the agreement cannot reasonably be demanded by the other party from us. B. The term "non-attributable failure" is understood as in following situations:
Strikes, excessive absenteeism of our personnel, transport difficulties, fire, government measures including in any case import and export bans, quotas and operational breakdowns at our company or our suppliers, involuntary failures or obstacles whereby the implementation of the agreement becomes more expensive and / or more difficult, such as storm damage and / or other natural disasters, as well as imputable non-performance by our suppliers, whereby we are not able (anymore) to fulfil our obligations towards the other party. C. If a situation of non-attributable failure occurs, we are entitled to suspend or permanently terminate the implementation of the agreement. D. We are entitled to claim payment for the services carried out in the execution of the agreement before the circumstances, which produced non-attributable failure, arose. E. We reserve the right to invoke non-attributable failure as well if the circumstances causing the non-attributable failure occur after our performance should have been delivered.
Article 11. Liability:
A. Unless, to be proved by the other party, intent or gross negligence by us or our employees, we are not liable for any damage, in whatever form, either directly or indirectly, which might result from the use respectively the unsuitability of the goods delivered by us. B. If we are unexpectedly obliged to pay damage compensation, will this compensation never exceed the invoice price of the respective goods nor the value of the works being performed. C. In case we are liable to invoke provisions of this article, our eventually addressed employees are entitled to invoke these as well as if they themselves were party of the agreement.
Article 12. Disclaimer:
The other party is obliged to indemnify us and compensate us for all costs, damages and interest, for which we are held liable by third parties as a result of the implementation of the agreement by us.
Article 13. Guarantees, credit:
A. Any agreement entered into by and with us holds as dissolving condition insufficient creditworthiness of the other party, even if partial delivery has taken place. B. The other party is obliged at our first request to provide security regarding full compliance with its obligations in respect to our fully or partially carried out contracts in whichever form requested. If the other party fails to do so, whatever part for whatever reason is due, without prejudice to our other rights, becomes immediately claimable.
Article 14. Payment:
A. Unless otherwise agreed in writing, net payment has to be made cash on delivery without any discount or deductions or by deposit or transfer on our designated bank account within fourteen days after the invoice date. B. All payments must be made at our office or transferred to a by us designated and identified account. C. Payments must be made in the currency in which the agreed prices are formulated. D. If the other party has accepted the offer through an electronic order form, the payment will be met by authorizing us to debit the amount due from his bank account via iDEAL, Credit Card, Bancontact or Sofort Banking. E. Every payment by the other party serves primarily to pay the amounts due as interest as well as the judicial and extrajudicial costs, as determined in the following articles and is then deducted from the oldest outstanding claim. F. The other party shall be in default automatically by the mere expiry of the period of fourteen days after the invoice date; notice thereof is not required.
Article 15. Interest:
A. If a longer taken credit period than fourteen days is consented to or wrongfully taken, the other party is liable to pay interest on the invoice amount due from the invoice date. B. Aforementioned interest is a percentage equal to 1% per month. After the end of each year the amount on which interest is calculated plus the interest due for that year.
Article 16. Costs:
A. All judicial and extrajudicial costs which incur regarding to non-compliance / failure of the other party are on his/her behalf. B. In the event of late payment the extrajudicial collection expenses will be at least 10% of the amount to be recovered with a minimum of / 250,00.
Article 17. Applicable law:
All agreements between us and the other party shall be exclusively governed by Dutch law. The application of the Uniform Laws on the International Sale of Goods is expressly excluded.
Article 18. Jurisdiction:
All disputes between us and the other party which may arise in connection with any part under the effect of these conditions covered legal relationship, when pertaining within the jurisdiction of a district court, shall be settled in the first instance by the District Court of Arnhem. Filed with the clerk at the district court in Arnhem dated 6th of January. 1994