GENERAL DELIVERY AND PAYMENT TERMS AND CONDITIONS BLIX AUTOMOTIVE
DEPOSITED AT THE CHAMBER OF COMMERCE AND FACTORY IN TIEL
Article 1. General
- All our offers, agreements and the implementation thereof are exclusively governed by these terms and conditions. Deviations must be explicitly agreed with us in writing.
- In the following, the following definitions apply:
- Any good: the goods, equipment or services in the broadest sense of the word.
- The client / buyer / counterparty: the natural or legal person with whom the delivery has been agreed.
- The contractor / seller / supplier: Blix Automotive in Heteren.
- Quotation: the supplier's offer, in which he declares that he is prepared to supply any good or to perform a certain service in a specific case or on occasion.
- The order: the order to deliver any good and / or to provide a service.
- The conditions: these General delivery conditions Blix Automotive Heteren.
- Our terms and conditions always have priority over the terms and conditions used by the other party, even if priority is otherwise stipulated.
- If any provision of these terms and conditions is invalid or is declared invalid, the remaining provisions remain in force. The invalid or annulled provision is then replaced by a valid provision, the scope of which corresponds as far as possible to the scope of the invalid one.
Article 2. Offers
- All offers are valid for a month unless stated otherwise.
- Any budgets, plans or other documents that accompany an offer remain our property at all times and must be returned to us carriage paid upon first request. Without our permission, these may not be multiplied or given to third parties for inspection.
- The agreement is concluded as soon as the acceptance of the offer has reached the seller / contractor.
- If reservations or changes are made to the quotation in the acceptance, deviation from the provisions of paragraph 3 will take place, the agreement will only be concluded if the seller / contractor has confirmed to the buyer / client in writing that he / she agrees with these deviations from the quotation.
Article 3. Agreement and changes
- Subject to the provisions below, an agreement with us will only be concluded after we have accepted or confirmed an order in writing, whereby the date of confirmation is decisive. The order confirmation is deemed to represent the agreement correctly and completely.
- Each agreement is entered into on our part under the suspensive conditions that the other party - exclusively at our discretion - appears to be sufficiently creditworthy for financial performance of the agreement. We are entitled to demand security from the other party that both payment and other obligations can be met before performing (further).
- All technical requirements that the other party sets for the goods to be delivered and that deviate from the normally applicable requirements must be explicitly stated in writing by the other party when the purchase agreement is concluded.
- The other party is obliged to provide us in a timely manner with all information and documents that are necessary for the correct execution of the agreement.
- Changes to the agreement and deviations from these general terms and conditions will only be effective if they have been agreed in writing between buyer / client and seller / contractor.
- If changes lead to an increase or decrease in costs, a resulting change in the purchase price must be agreed in writing between the parties.
- In the absence of agreement regarding the change in the purchase price, there is a dispute between the parties, to which Article 15 of these General Terms and Conditions applies.
- If the other party wishes to cancel an agreement that has been concluded, 10% of the order price (including VAT) will be charged as cancellation costs, without prejudice to our right to full compensation, including lost profit.
Article 4. Quality and description
- The seller / contractor commits to the buyer / client to deliver the goods to him in the description quality and quantity as further described in the (possibly subsequently amended) quotation, or to perform the services as stated in the quotation.
- The seller commits to deliver goods to the buyer that are made of sound materials, are of sound execution and that deliver the performance as described in the quotation.
- The seller / contractor does not guarantee that the goods are suitable for the purpose for which the buyer / client wishes to use them, even if this purpose has been made known to the seller, unless the contrary has been agreed between the parties.
- The seller is never liable for deviations in dimensions and weights.
- The other party accepts all minor and / or usual deviations in color, design and execution of the delivered goods and / or services, so that these can never give rise to any complaint. Discoloration of materials that are generally permitted according to commercial use, never gives the right to replacement and / or compensation.
Article 5. Delivery
- From the moment of conclusion of a purchase agreement, the purchased items are at the risk of the other party. Unless otherwise agreed, delivery will be made to the other party's home or business. Free delivery takes place only if and insofar as this has been agreed by us with the other party and indicated on the invoice or otherwise.
- The other party is obliged to check the delivered goods and their packaging immediately upon delivery for shortages and / or visible damage, or to carry out this check after we have been informed that the goods are available to the other party.
- The other party must state any shortages and / or damage that is present on delivery on the delivery note, the invoice and / or the transport documents, failing which it is deemed to have approved what has been delivered. In that case, complaints about this will no longer be processed.
- The delivery period is set in the order and is always approximate. The period only starts when we have received all information to be provided by or on behalf of the other party.
Article 6. Risk
- If there are reasonable doubts on the part of the seller regarding the payment capacity of the buyer, the seller is entitled to postpone the delivery of goods until the buyer has provided security for payment. The buyer is liable for the damage suffered by this delayed delivery.
- If the seller, at the request of the buyer in accordance with the provisions of the previous paragraph, postpones the shipment, the goods and any goods on which the goods sold by us are mounted or built in will be at the risk of the buyer until the goods have been delivered to him. Property rights remain until delivery to the contractor.
- Unless otherwise agreed, the other party assumes all risk, including fault / negligence of the carrier.
Article 7. Exchange and complaint
- Exchanges are only possible within ten days with presentation of the purchase receipt, provided that the goods are unused, unaltered and undamaged.
- When goods are returned, the buyer receives a credit note: the buyer is never entitled to a refund of the purchase price.
- The exchange option can never concern goods that have been placed or confirmed by the contractor on a good from the client as well as discounted items.
- Any complaints will only be processed if they have reached us directly in writing within ten days after delivery of the relevant performance, stating the nature and grounds of the complaints, accompanied by a photo.
- Possible complaints and deviations are assessed by us, related to the average copy of the delivery concerned, not to a few copies.
- If the complaint is found to be justified by us, we are only obliged to still deliver the agreed performance. Only if and insofar as the complaint is found to be justified, does the payment period of the other party suspend until the time that the complaint is approved by us.
- If the goods supplied by us are treated, modified or damaged in any way, or if they are not stored, transported or stored in accordance with legal regulations or generally applicable standards, or if resold to third parties, the right to claim will lapse.
Article 8. Transfer of ownership
- Delivered goods remain our property until the moment that all our deliveries and work performed or to be performed pursuant to the agreement, including interest and costs, have been paid by the other party. In the event of a suspension of payment, bankruptcy, liquidation of the other party, or death if the other party is a natural person, we are entitled to cancel the order in whole or in part without notice of default or judicial intervention and the part that has remained unpaid to reclaim. Cancellation and return do not affect our right to compensation for loss or damage. In these cases, any claim from us against the other party will be immediately and fully claimable.
- The other party is obliged to store all goods delivered under retention of title with due care and recognizable as our property and to insure them against all common risks.
- We are at all times entitled to remove the goods delivered under retention of title from the other party or its holders, if the other party does not properly fulfill its obligations towards us. The other party will provide us with all necessary cooperation and access on first request.
- The items may not be given as collateral or provided as security for the claim of a third party. In the event of resale of goods that are not (fully) paid, the other party is obliged to make the same retention of title as stated in these conditions.
- As security for the correct payment of all our claims for whatever reason, we acquire possession of a pledge on all those goods in which the goods delivered by us have been processed or of which they form a part as a result of the claim arising. The order signed by the other party and the subsequent written acceptance on our part count as a private deed as referred to in the law.
Article 9. Proprietary Rights Devices
- All molds, tools and other aids specifically purchased or manufactured for the manufacture of goods delivered to the other party remain with us under all circumstances and are not available to the other party, not even for inspection.
Article 10. Force majeure
- Force majeure on the part of the seller or contractor exists if the seller or contractor is prevented from fulfilling his obligations under this agreement or the preparation thereof after concluding the purchase agreement as a result of war, danger of war, civil war, riot, molestation, fire, water damage, flood, work strike, company occupation exclusion, import and export restrictions, government measures, defects to machinery, disruptions in the supply of energy all in the company of the seller / contractor and third parties, of whom the seller or contractor the required materials or raw materials must be wholly or partly involved, as well as during storage or during transport, whether or not under own management and furthermore due to all other causes, caused by no fault or risk of the seller or contractor.
If in our opinion the force majeure will be of a temporary nature, we have the right to suspend the execution of the agreement until the circumstance that causes force majeure no longer occurs.
If, in our opinion, the force majeure situation is permanent, the parties can make an arrangement regarding the dissolution of the agreement and the associated consequences.
We are entitled to demand payment of those services that have been performed in the performance of concluded agreements, before the circumstance causing the force majeure has become apparent.
The party who believes that they are or will be in force majeure must immediately inform the other party of this.
Article 11. Price and Payment
- The prices of the seller or contractor are subject to and exclusive of VAT, other taxes and excluding transport. Moreover, the prices are exclusive of any price increases for third parties. In addition, prices as stated on the website are subject to typing errors or (not yet implemented) price changes.
- The buyer / contractor is obliged to pay the purchase price within thirty days of the invoice date, unless agreed otherwise in writing. The buyer is not authorized to deduct any amount from this purchase price due to a counterclaim made by him.
- All payments made by the other party serve primarily to settle any interest and collection costs incurred by us and then to settle the oldest outstanding invoices.
- If the buyer / client does not meet his / her payment obligations in time and does not comply with a notice of default with a period of one week, then the seller / contractor is entitled to regard the purchase agreement as dissolved without judicial intervention. In that case the buyer / client is liable for the damage suffered by the seller / contractor, including loss of profit, transport costs and costs of the notice of default.
- If the buyer / client for whatever reason fails to fulfill its payment obligation towards the seller / contractor and the seller / client takes measures, all legal and extrajudicial costs thereof will be borne by the buyer. The legal costs also include all actual costs of legal and litigation assistance made during proceedings, which exceed the liquidation rate. The extrajudicial collection costs amount to at least 15% of the invoice amount with a minimum of €115,- and the aforementioned interest.
Article 12. Product liability
- The seller / contractor hereby excludes the liability for property damage, if the damage caused by the defective product does not exceed €500,- , or such an amount as will be indicated by a general administrative order pursuant to product liability.
- If the liability as referred to in paragraph 1 exceeds the amount stated therein, the seller / contractor can only be held liable if the property was usually intended for private consumption and the injured party also used or consumed primarily in private life.
- If the requirements of paragraph 2 are not met, the seller / contractor hereby excludes all liability unless there is intent or gross negligence.
- If the seller / contractor can communicate the identity of his supplier to the buyer / client, the latter will first address that predecessor.
Article 13. Intellectual Property
- If intellectual property rights under the Act rest on matters such as models, drawings and the like, which have been prepared by or on behalf of us during the preparation or execution of the agreement, these rights remain unaffected by us.
- The other party guarantees us at all times that the use of data or otherwise provided by it will not cause us to conflict with statutory regulations or protected rights of third parties. Furthermore, it fully indemnifies us against all direct and indirect consequences of liability which third parties could assert against us on account of breach of this guarantee.
Article 14. Liability
- Without prejudice to the provisions of Article 11, the purchase agreement is dissolved without judicial intervention without any notice of default being required, at the time when the buyer / client is declared bankrupt, applies for a temporary suspension of payment, or by seizure, directing or otherwise loses possession of his assets or parts thereof, unless the liquidator or administrator acknowledges obligations arising from this purchase agreement as estate debt.
- As a result of the cancellation, reciprocal existing claims become immediately due and payable. The buyer-principal is liable for the damage suffered by the seller / contractor, including loss of profit and transport costs.
- Without prejudice to what is stated in Article 12, the seller / contractor is not liable for damage caused by or related to the delivery of goods or services that are or have been performed by the seller / contractor for the benefit of the buyer / client, employees and / or other persons employed by or on behalf of the seller / contractor or whose services have been used by the seller.
- The buyer is obliged to indemnify the seller and the persons referred to in paragraph 3 of this article against third-party claims based on the seller's assumed liability, which is in the relationship between buyer and seller on the basis of these general terms and conditions excluded.
Article 15. Applicable Law and Domicile Choice
- All our quotations, agreements and the implementation thereof are exclusively governed by Dutch law.
- Parties choose domicile in the place of residence or place of business of the seller.