Terms and conditions
General sales and delivery terms of Gear4Teams based in Almere.
Article 1 – Definitions
In these terms and conditions the following terms will understood by:
- User: the user of the terms and conditions.
- Customer: the other party of the user, whether or not acting in the exercise of a profession or business.
- Agreement: the agreement between user and customer.
Article 2 – General
- The determination of these terms and conditions shall apply to any offer and any agreement between user and a customer to which the user has declared these terms, insofar as these terms have not been expressly and in writing by the parties. The present terms and conditions also apply to all agreements with users for the execution of which third parties are to be involved.
- The terms and conditions of the buyer apply only if explicitly agreed in writing that these terms and conditions apply to the agreement. In that case, conflicting provisions in the terms and conditions of the user and the customer will only apply between the parties, if and as much as they are part of the terms of the user.
- If one or more provisions in these terms and conditions are void or destroyed, the remaining provisions of these terms and conditions will remain fully applicable. User and customer will then consult with a view to agreeing new provisions replacing the null or void provisions, where and as far as possible, the purpose and purpose of the original provision is observed.
Article 3 – Offers and quotations
- All our offers / quotations are free of obligation.
- Unless otherwise stated or otherwise agreed, the quotes have a validity of 30 days. User is only bound by the offer if the customer accepts acceptance thereof within 30 days, and the customer has fulfilled the 100% deposit on assignment.
- The prices in the mentioned offers and quotations are exclusive of VAT and other government fees, as well as shipping and any transport and packaging costs, unless expressly stated otherwise.
- A composite price indication does not oblige the user to deliver part of the goods included in the offer or quotation against a corresponding part of the specified price.
- Offers or quotes do not automatically apply for reset orders.
Article 4 – Implementation of the agreement
- User will perform the agreement to the best insight and ability and in accordance with the requirements of good workmanship. All this is based on the state of the art currently known.
- If and to the extent that a proper performance of the agreement requires this, the user has the right to make certain work by third parties.
- The customer shall ensure that all data, which the user indicates that they are necessary or whose customer should reasonably understand that they are necessary for the performance of the agreement, shall be provided to the user in good time. If the information required for execution is not provided to the user in good time, the user has the right to suspend the performance of the agreement and / or to charge the customer the additional costs resulting from the delay in accordance with the usual rates.
- The user is not liable for any damage whatsoever due to the user’s assumption of incorrect and / or incomplete data provided by the customer.
- If it has been agreed that the agreement will be executed in phases, the user may suspend the execution of those components that belong to a subsequent phase until the customer has approved the results of the preceding phase in writing and, if applicable, also paid.
- If the user, or enabled third-party, performs work at the customer’s location or a customer’s designated location, the customer carries out free of charge the facilities required by those employees.
- The Customer indemnifies user for any third party claims that, in connection with the performance of the agreement, suffer damage and which is attributable to the customer.
Article 5 – Delivery
- All mentioned delivery times are best known to us by us and can be stated without any obligation. The delivery time, stated in any order confirmation, orally or by telephone, is determined by us as accurately as possible. The stated delivery times are indicative and, if exceeded, give the buyer no right to dissolution or compensation.
- If the user requires data from the customer in connection with the performance of the agreement, the delivery time will take after the customer has made it available to the user.
- The user is entitled to deliver the items in parts, unless deviating from the agreement or the partial sale is not an independent value. The user is entitled to invoice separately.
- The customer is obliged to take delivery of the goods at the time of delivery or delivery by the user, or at the time when it is made available to him by the agreement.
- If the buyer refuses to decline or is negligent in providing information or instructions necessary for delivery, the user is entitled to store the goods at the customer’s expense and risk.
- If the deliveries or work due to causes outside of our debt can not be done normally and / or not without interruption, we are entitled to charge the resulting additional costs to the customer.
- If during the performance of our work, it is found that these are unenforceable, either due to our unknown circumstances or by any force majeure, then we have the right to claim that the assignment given to us is such that the execution of the work is possible, except when the same as a result of unknown circumstances or force majeure will never be possible. We are entitled to full compensation for the work already carried out, regardless of whether or not they will be of use.
- All expenses incurred by us at the buyer’s request are entirely at their expense, unless otherwise agreed in writing.
Article 6 – Research, advertising
- The customer is obliged to investigate the delivered at the time of delivery, but in any event, to investigate as short as possible. In addition, the customer should investigate whether the quality and quantity of the delivered goods correspond to what has been agreed or meets the requirements in the normal (trade) traffic.
- Notices of any incorrect deliveries, quality of goods delivered, numbers of goods delivered, and performance of the work must be reported to the user in writing within three days of receipt of the goods / completion of the work. Later advertisements need not be considered by us.
- If the previous member is terminated in due time, the buyer is obliged to decline and pay the purchased goods. If the customer wishes to return defective items, this will be done with the prior written consent of the user in the manner indicated by the user.
Article 7 – Compensation, price and costs
- If the user has agreed to a fixed selling price, the user is nevertheless entitled to increase the price in the cases mentioned below.
- The user may pass on price increases if the user can demonstrate that significant price changes have occurred between the moment of offer and execution of the agreement with respect to, for example, raw materials.
- If the price increase exceeds 10%, the customer is entitled to dissolve the agreement; unless this price increase is the result of a change in the agreement or arising from a power under this Act.
- User-related prices are exclusive of VAT and any other charges, as well as any costs incurred under the agreement, including shipping and handling costs, unless otherwise specified.
Article 8 – Amendment of the agreement
- If during the performance of the agreement it appears that for proper execution it is necessary to amend and / or supplement the work to be performed, the parties will amend the agreement in a timely manner and by mutual agreement.
- If parties agree that the agreement is amended and / or supplemented, the time of completion of the execution may be affected. User will inform the customer as soon as possible.
- If the change and / or addition to the agreement has financial and / or qualitative consequences, user will inform the customer in advance.
- If a fixed rate has been agreed upon, the user will indicate to what extent the amendment or addition of the agreement results in an overrun of this fixed rate.
- By way of derogation from the particular provision, the user will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to him.
Article 9- Payment
- Payment for assignments must be based on 100% before commencement of production. Issues against the level of invoices do not suspend the payment obligation.
- User may postpone delivery of (part of) the goods ordered until the customer’s total purchase price has been paid to the user.
- The goods remain the property of the user as long as the customer has not paid the full purchase price to the user, even if the goods have been processed.
- If the buyer fails to pay the invoice amounts, the customer is in error in default. If the buyer fails to pay the price for the work to be performed by the due date, the user is entitled, without requiring any notice of default, to proceed without further notice to collect the due amount, on account of the costs incurred the buyer are. In addition, the user is entitled to demand interest rate compensation of 1% per month, unless the legal interest rate is higher in which case the legal interest rate applies. The interest on the claimable amount will be calculated from the moment the customer is in default until the full amount of payment is met.
- In case of liquidation, bankruptcy, seizure or surseance of payment by the customer, the customer’s claims on the customer are immediately due.
- User has the right to make the payments made by the customer primarily by deducting the costs, then deducting the accrued interest and finally deducting principal and current interest. User may, without negligence, refuse an offer for payment if the customer designates a different order for the assignment. User may refuse full repayment of principal, if not including the accrued and current interest as well as the costs.
Article 10 – Collection fee
- If the customer is in default or in default of (due) fulfillment of his obligations, all reasonable costs for obtaining compensation will be paid out of court by the buyer. In any case, the customer is liable for collection of money in case of a claim. The collection costs are calculated in accordance with generally accepted methods of collection in Dutch case law.
- If the user has incurred higher costs, which were reasonably necessary, they will also be eligible for compensation.
- Any reasonable judicial and execution costs incurred will also be borne by the buyer.
- The customer owes interest on the collection costs incurred.
Article 11 – Suspension and dissolution
- The user is authorized to suspend the performance of the obligations or to dissolve the agreement if: – The customer fails to comply or is not fully complying with the obligations of the agreement. – After the conclusion of the agreement, the user has come to the right to fear that the customer will not fulfill the obligations. In case there is good ground to fear that the customer will only comply partially or not properly, the suspension is allowed only in so far as the defect justifies it. – The buyer is requested upon the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security remains or is insufficient. As soon as a security has been issued, the power of suspension expires unless this compliance has been unreasonably delayed.
- Furthermore, the user is empowered to dissolve the agreement if circumstances arise which are such that compliance with the agreement can not be met, or by reason of fairness and equity, no longer required or if circumstances otherwise arise of such nature that unchanged maintenance of the agreement can not reasonably be expected.
- If the agreement is dissolved, the customer’s claims on the customer and vice versa are immediately due. If the user suspends compliance with the obligations, he retains his claims from the law and agreement.
- The user always reserves the right to claim damages.
Article 12 – Force majeure
- The parties are not obliged to comply with any obligation if they are hindered as a consequence of a circumstance that is not due to debt and neither under the law nor in law or in force.
- Force majeure is understood in these terms and conditions in addition to what is understood by law and jurisprudence, all outward causes, provided or unforeseen, on which users can not influence but which means that the user is unable to fulfill his obligations . Workstations in the user’s business are included.
- User also has the right to appeal to force majeure if the circumstance that prevents (further) compliance occurs after the user has been obliged to comply.
- During the period of force majeure, the parties may suspend the obligations of the agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement without obligation to pay compensation to the other party.
- As far as the user at the time of the commencement of force majeure has in part partially fulfilled his obligations under the agreement or is able to comply with it, and the part to be fulfilled or to be fulfilled, the user is entitled to complete the section already respected. to bill. Client is required to comply with this invoice if it was a separate agreement.
Article 13 – Proposed cases
- If the user has made available to the customer in the execution of the agreement, the customer is obliged to return the delivered within 14 days in its original state, free from defects and fully returned. If the customer fails to comply with this obligation, all costs incurred will be payable.
- If, for any reason, the customer, for any reason, still fails to comply with the obligation referred to in point a, the user has the right to recover the resulting damage and costs, including the cost of replacement, to the customer .
Article 14 – Retention of title
- All user-supplied items, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the customer has fulfilled all of the following obligations from all user-entered agreements.
- The customer is not authorized to pledge or object to any objections under title reservation.
- If third parties seize the goods delivered under title reservation or to settle or apply rights thereon, the customer is obliged to notify the user as soon as reasonably expected.
- The customer undertakes to insure the goods delivered under title reservation and to be insured against fire, explosion and water damage as well as theft.
- Products delivered by users which are subject to the preservation of title under item a of this article may only be resold in the ordinary course of business and never used as a means of payment.
- In the event that the user wishes to exercise his / her rights in this article, the customer already provides unconditional and non-revocable permission to user or by third parties to designate to enter all those places where the property of the user is located and those items to take back.
Article 15 – Guarantees
- The user ensures that the items delivered correspond to the agreement. In addition, the user assumes that the items that have properties that take into account all circumstances are required for normal use.
- However, the user is not liable for defects arising from the delivery of the articles as a result of improper or improper use or lack of care, or resulting from changes made by the customer or third parties or when the items are used for purposes for which they are not intended. Nor is the user responsible for any damage caused as a result of these defects.
- As regards the provision of any warranties on items to be delivered by the user, it is expressly reserved that no further warranties be provided for items not manufactured by us than issued by the actual manufacturer of these articles.
Article 16 – Liability
- If the goods delivered by the user are inadequate, the user’s liability to the customer is limited to what is governed in these terms under “Guarantees”.
- Direct damage is limited to: – the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; – made any reasonable costs to answer the defective performance of the user to the agreement, unless this fault can not be attributed to the user; – reasonable costs incurred in order to prevent or limit damage, insofar as the customer demonstrates that these costs have resulted in the limitation of direct damage as provided for in these terms and conditions.
- The user is never liable for indirect damage, including consequential loss, loss of profits, lost savings and damage due to company stagnation.
- The limitation of liability for direct damage contained in these terms shall not apply if the damage is due to the intent or gross negligence of the user or his subordinates.
Article 17 – Risk transition
The risk of loss or damage to the products that are the subject of the agreement will be transferred to the customer at the time when it is delivered to the customer legally and / or factually and in that way in the power of the customer or a third party to be designated by the customer are being brought.
Article 18 – Intellectual Property and Copyright
- Without prejudice to the provisions of these Terms and Conditions, the User reserves the rights and privileges for that User pursuant to the Copyright Act.
- The customer is not allowed to make changes to the business unless otherwise agreed otherwise in writing or otherwise
- The designs, sketches, drawings, films, software, and other materials or (electronic) files made by the user in accordance with the agreement remain the property of the user, whether they are handed to the customer or third parties. , unless otherwise agreed.
- All user-contributed documents, such as designs, sketches, drawings, movies, software, (electronic) files, etc., are intended solely for use by the customer and may not be reproduced by him without the prior consent of the user or brought to the notice of third parties, unless the nature of the documents provided differs otherwise.
- User reserves the right to use any knowledge gained from the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 19 – Safeguards
- The customer indemnifies user for third party claims in respect of intellectual property rights on materials or data provided by the buyer used in the performance of the agreement.
- If customer provides to user information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 20 – Confidentiality
- Both parties are required to maintain confidentiality of any confidential information that they have obtained from one another or from another source under their agreement. Information is confidential if notified by a party or if it is due to the nature of the information.
- If, by virtue of a legal provision or a judicial verdict, user is kept confidential information to be provided by law or competent third parties, and a user may not invoke legal or approved by the competent court or permitted right of change, the user is not liable for damages or compensation and the other party is not entitled to terminate the agreement on the basis of any damage resulting therefrom.
Article 21 – Disputes
- The parties will first appeal to the judge after attempting to settle a dispute by mutual agreement.
- The court in the user’s place of business is exclusively authorized to hear disputes unless the district court is competent. Nevertheless, the user has the right to submit the dispute to the competent court.
Article 22 – Applicable law
All agreements that apply to these terms and conditions shall be governed by Dutch law.
Article 23 – Locality of the terms
These terms are deposited at the offices of the Chamber of Commerce of Tilburg. Applicable is the last registered version or the version as it was at the time of the conclusion of the agreement.
Article 24 – Derogations
Individual discrepancies, including additions or extensions of these terms, must be recorded in writing between the user and the customer.