Term and conditions
Article 1 Definitions
In these general terms and conditions of sale and delivery, the following definitions apply:
(a) Seller: Doréma Rekreatie BV and/or a company or enterprise affiliated with Doréma Rekreatie BV
(b) Customer: any natural or legal person who enters into an Agreement with the Seller or with whom contact or negotiation or to whom the Seller has made an offer.
(c) General Terms and Conditions: these general terms and conditions of sale and delivery.
(d) Agreement: any agreement between the Seller and the Buyer regarding the sale and delivery of products and/or services, any amendment or addition thereto, as well as all (legal) acts in preparation for and/or for the implementation of that agreement.
(d) Products: the range of Seller’s (awning) tents and camping articles that are the subject of the Agreement. Products also include services, insofar as applicable.
Article 2 Applicability
1. These General Terms and Conditions apply to all offers and quotations from the Seller, order confirmations, Agreements, by whatever name, and all (legal) acts between the Seller and the Buyer.
2. The Customer accepts the applicability of the General Terms and Conditions by the mere fact of placing an order or question/offer.
3. The applicability of any general terms and conditions used by the Buyer is expressly rejected by the Seller, unless the applicability thereof has been accepted in writing by the Seller.
Article 3 Offers, conclusion of Agreements, specifications
1. Offers from the Seller, in whatever form, are without obligation, unless stated otherwise in the offer.
2. An offer may be withdrawn by the Seller if the withdrawal reaches the Buyer prior to or simultaneously with the offer.
3. Agreements, as well as amendments and additions thereto, are only concluded if and insofar as they have been accepted or confirmed in writing by the Seller, or after the Seller has started the implementation.
4. An acceptance that deviates in any way from the offer is considered a new offer and a rejection of the original.
5. Documentation material and information relating to the Products in offers, brochures and the like, including but not limited to images, measurements, weights, colours, technical data, prices, etc. are only informative and not binding.
6. With regard to the agreed specifications, minor deviations in, among other things, quantity, sizes, weights and colours, or deviations therein that fall within a tolerance that is reasonable in accordance with trade custom in the industry, are permissible. They can never provide grounds for advertising.
7. The Buyer is responsible and liable for the data and information that it provides to the Seller in the context of an Agreement.
Article 4 Delivery
1. The Seller shall deliver the Products, as well as hand over the accompanying documents and transfer ownership of the Products in accordance with the Agreement and the General Terms and Conditions.
2. Seller will deliver Products that are not subject to any rights or claims of third parties, unless Customer has agreed to accept the Products under such restrictions, with the exception of and retention of title in the normal course of business.
3. Specified delivery times are only approximate and are indicative, unless otherwise agreed in writing. In the event of late delivery, the customer is not entitled to compensation, suspension, cancellation or dissolution. In the event of late delivery, the Seller is only in default after a written notice of default, in which it has been given a reasonable term for compliance.
4. Delivery terms commence at the time of the conclusion of the Agreement and all information required for the detailed information has been received by the Seller from the Buyer.
5. Seller is authorized to deliver in parts, in which case Seller has the right to invoice each partial delivery.
6. Delivery will take place Ex Works (EXW) from the ICC Incoterms 2010 warehouse of the Seller in Doetinchem (the Netherlands), unless otherwise agreed in writing. All Products will be transported at the expense and risk of the Customer, even if the condition ‘freight paid’ applies to the shipment.
7. The Seller will inform the Buyer of the time and place of delivery as soon as possible, and the Buyer will collect the Products as soon as possible, and in any event within 30 days of the Seller’s notification. Delivery shall be deemed to have taken place at the time the Products have been made available by the Seller to the Buyer.
8. If the Buyer does not collect the Products on time, he will be in default without notice of default and the Products will be stored at his expense and risk or sold by the Seller. In that case, the customer owes the purchase price plus interest and costs as compensation, plus storage costs.
Article 5 Prices
1. All prices stated by the Seller are net cash, without discount, Ex Works (EXW) ICC Incoterms 2010 warehouse of the Seller in Doetinchem (Netherlands), in euros and are exclusive of VAT, costs, import duties, surcharges, levies or taxes, unless in writing otherwise agreed.
2. If no price has been agreed in the Agreement, the prices for the Products will apply at the time the Agreement is concluded.
3. If an increase in one or more cost-determining factors occurs after the Agreement has been concluded, even if this occurs as a result of foreseeable circumstances, the Seller is entitled to pass this increase on to the Buyer.
4. If the application of the preceding paragraph should lead to a price increase of 10% or more within a period of 3 months after entering into the Agreement, the Customer is entitled to cancel the Agreement within 5 days after being notified of the price increase. by means of a registered letter, without being entitled to any compensation.
Article 6 Payment
1. Payment of invoices from the Seller must be made within 14 days of the invoice date without discount, suspension, deduction and/or settlement by means of transfer to or deposit into a bank or giro account specified by the Seller, unless otherwise agreed in writing.
2. If full payment has not been made before the due date referred to in Article 6.1, the Buyer will be in default by operation of law without further notice of default, in which case all payment obligations of the Buyer towards the Seller will become immediately due and payable, and from that moment a compensation of the statutory commercial interest + 2% is due.
3. All extrajudicial and judicial collection costs, internal and external, which the Seller has had to incur in legal proceedings against the Buyer, as the claimant or defendant, will be borne by the Buyer. The extrajudicial costs will be determined in accordance with the collection rates of the Dutch Bar Association. The legal costs will be determined on the basis of the amount actually paid by the Seller with regard to the procedure, even if this exceeds the established legal costs.
4. In the event of late payment, any difference due to any unfavorable exchange rate will be for the account of the Customer. Reference dates are the due date of the invoice and the date on which it was paid.
5. Payments by the Customer will first be credited with costs, then with interest and then with invoices in order of age, even if they have not yet become due.
6. The Seller shall at all times be entitled to ask the Buyer (i) to provide security for the fulfillment of all its obligations under the Agreement in a manner that the Seller deems sufficient or (ii) payment in advance. If the Buyer fails to provide such security or advance payment, the Seller shall be entitled to suspend further performance of the Agreement until the Buyer has provided the requested security or advance payment.
Article 7 Complaints
1. Upon delivery, the Customer is obliged to inspect, or have it examined, whether the Products comply with the Agreement.
2. Seller will be notified in writing by Buyer of any complaint with regard to the Products, stating (i) the Products concerned, (ii) the date of purchase and (iii) the nature of the shortcoming (“ Field Incident Report (“FIR”))”.
3. In the event of visible defects in the Products and/or missing quantities of the Products, the Buyer must submit an FIR to the Seller by fax, e-mail or electronic transmission within five working days of delivery of the Products.
4. For all other complaints regarding the Products, the Buyer must submit an FIR to the Seller by fax, e-mail or electronic transmission within five working days of the date on which the defects and/or the missing quantities became known or reasonably known to the Buyer. could have been.
5. The Buyer must notify the Seller in writing of any complaints regarding the invoiced amount within five working days of receipt of the invoice, with a description of the complaints.
6. Failure by the Customer to thus issue a notice of default within the time specified in Articles 7.3, 7.4 and 7.5 will result in the loss of any claims whatsoever.
7. Complaints of whatever nature will not delay Customer’s payment obligations and may only be brought to the attention of Seller in writing within the periods specified in this Article 7.
8. In any event, all Customer’s claims will lapse unless legal proceedings are instituted before a competent court within twelve months of the date of delivery or the date that delivery should have taken place.
Article 8 Warranty
1. The Seller will deliver Products whose quantity, quality and description meet the requirements set out in the Agreement and which are packaged in the manner stated in the Agreement. This guarantee applies for 12 months after delivery of the relevant Products, unless otherwise agreed in writing.
2. Unless the Seller and the Buyer have agreed otherwise in writing, the Products are not suitable for any particular purpose and do not possess any special qualities, and the Seller shall accordingly not be liable for any lack of conformity of the Products.
3. The following causes of damage are not covered by the warranty:
• minor defects or deviations, which fall within the tolerance levels as accepted in “good commercial practice”;
• the Products have been used for purposes other than those for which they are normally used or for which they are intended;
• in the opinion of the Seller, the products have been used, maintained, stored or transported in an improper manner;
• the Products have been repaired or changed by the Customer or a third party;
• the damage is caused by the negligence of the Customer or a third party;
• the damage is caused because the Buyer or a third party has acted contrary to the instructions, directions or advice of the Seller;
• the imperfection is caused by normal wear and tear;
• the deficiency arises from a government regulation with respect to the Products or their manufacture or use;
• The Buyer has not fulfilled its obligations towards the Seller (financially and otherwise).
4. In the event that the Seller deems a complaint justified, and it has been submitted in the manner prescribed in Article 7, the Seller will, at its sole discretion, replace the Products or parts in question free of charge (after which the replaced Products/parts will become the property of from Seller) or repair the Products within a reasonable time after receipt of the complaint or offer a price reduction or credit note. The Seller’s warranty obligations are exclusively limited to the warranty claims as described in this article 8.
5. New Products or parts delivered under warranty through Customer’s Delivered Duty Paid (DDP) ICC Incoterms 2010 warehouse in the country of residence. On-site complaint resolution is at the expense and risk of the Customer, including, but not limited to, clearing, clearing, disassembling, assembling and setting up the Products.
6. The Buyer will provide the Seller with the desired assistance to investigate the imperfections. The Products must be made available to the Seller on first request, whereby the freight has been paid in advance by the Buyer. Return shipments are only accepted with the prior written approval of the Seller. The costs of return shipments are for the account of the Customer and the relevant Products travel at its risk.
7. If the Seller supplies the Buyer with Products that it has obtained from other suppliers, the Buyer’s warranty claims are in any case limited to the warranty that these third suppliers provide to the Seller in this regard.
Article 9 Retention of title
1. The Products are delivered to the Customer subject to retention of title. The Products therefore remain the property of the Seller until all amounts owed under the Agreement and these General Terms and Conditions – whether from these or from previous deliveries or services – including, but not limited to the purchase price as well as interest and collection costs, have been paid in full by the Buyer. met. The Products subject to retention of title are for the account and risk of the Customer.
2. Until the ownership of the Products has passed to the Buyer, the Buyer will not be entitled to rent out the Products, give them to use, other than to dispose of or deliver them to third parties in the normal course of business, or to allow third parties to to use or encumber or burden these Products in any way or to place them beyond its control.
3. The Buyer shall store and mark the Products subject to retention of title in such a way that they can be identified as Products delivered by the Seller subject to retention of title and shall insure these Products against customary risks.
4. The Buyer will inform the Seller immediately if the Products are damaged, lost, or if they are seized or claimed by third parties. At the Seller’s first request, the Buyer will inform about the location of the Products.
5. The Products can be immediately reclaimed by the Seller if the Buyer has not fulfilled its obligations or if the Seller has reasons to believe that the Buyer will not fulfill its obligations. The Buyer hereby irrevocably authorizes the Seller to collect and remove the Products from their location. The Buyer will do everything necessary and useful so that the Seller can retrieve the Products. The costs of reclaiming the Products will be charged to the Customer.
Article 10 Intellectual property rights and confidentiality
1. Seller reserves all current and future (intellectual property) rights in the Products and these shall remain the sole property of Seller. The Agreement and the General Terms and Conditions do not imply a transfer of any (intellectual property) right or a license to use, unless otherwise agreed in writing.
2. The Customer undertakes not to violate or affect these (intellectual property) rights in any way, directly or indirectly, by use or otherwise.
3. The Customer is not permitted to disclose or use data and information regarding the Seller or affiliated parties, including but not limited to the Products, services and activities, in the broadest sense of the word, insofar as this data is provided confidentially or of an apparently confidential nature.
Article 11 Liability, indemnification and force majeure
1. The liability of the Seller due to an attributable shortcoming in the performance of the Agreement or for any other reason is limited to the amount that the Seller receives from the insurer under its business liability insurance with regard to the damage for which it is held liable by the Buyer.
2. If no insurance payment is made with regard to the damage in question, the liability of the Seller is limited to the guarantee scheme in Article 8. The Buyer hereby expressly waives all (other) rights and claims it has against the Seller, for whatever reason. .
3. In no event shall the Seller be liable to the Buyer for any special, consequential, indirect, criminal or incidental damage, including, but not limited to, stagnation damage, loss of profit, lost savings, increase in operating costs, damage as a result of customers of Customer, loss of customers, diminished goodwill, etc., however caused, regardless of the basis of liability, and regardless of whether or not he had been advised in advance of the possibility of such damage, arising in any way from the Agreement or otherwise. results.
4. The limitations and exclusions referred to in paragraphs 1 to 3 above do not apply insofar as the damage in question is caused by intent or gross negligence on the part of the Seller’s management.
5. Unless fulfillment by the Seller is permanently impossible, the Seller’s liability due to an attributable shortcoming in the performance of the Agreement only arises if the Buyer gives the Seller immediate written notice of default, whereby a reasonable term is set for the rectification of the shortcoming, and the Seller also after that period imputably continues to fail in the fulfillment of its obligations.
6. A condition for the existence of any right to compensation is always that the customer reports the damage in writing to the Seller as soon as possible after it has arisen. Any claim for compensation against the Seller lapses by the mere lapse of twelve months after the claim arose.
7. Buyer indemnifies Seller against all claims and threatened claims of third parties against Seller, costs (including reasonable legal costs) of defending such claims, and all obligations of Seller to third parties, if such claims, costs and obligations arise out of or arise in in connection with any act or omission or use of the Products by the Customer or any third party engaged by it and/or the failure to properly perform the Agreement.
8. In the event of force majeure, the performance of the Agreement for the Seller will be suspended for the duration of the aforementioned circumstances. If this period lasts longer than three months, the parties are entitled to dissolve the Agreement without being obliged to pay compensation.
9. Force majeure shall be deemed to exist in all those circumstances which prevent Seller from performing the Agreement or any part thereof or make it impossible or unreasonably onerous for it to do so, if such circumstances arise beyond Seller’s reasonable control, including including, but not limited to, fire, flood, strikes, industrial unrest, war (whether declared or not), terrorism, embargoes, blockades, legal restrictions, riots, government measures in the broadest sense with regard to production and distribution of the goods, lack of raw materials, delay in production, distribution and delivery of the Products, parts or raw materials at Seller and suppliers.
10. If the Seller has already partially fulfilled its obligations under the Agreement before the force majeure situation arises, it will be entitled to invoice the part already delivered, and the Buyer will pay the invoice as if there was a separate Agreement.
Article 13 Dissolution
1. The Seller has the right to dissolve the Agreement in whole or in part or to suspend its execution, with immediate effect, without the intervention of the courts, subject to the other rights that the Seller has (to fulfillment and/or compensation), if:
• Customer acts contrary to any provision of the Agreement or these General Terms and Conditions;
• The customer applies for a suspension of payments or a suspension of payments has been granted;
• the Client’s bankruptcy has been filed for or declared;
• the Customer’s business has been closed or liquidated;
• creditors have been offered a settlement;
• a substantial part of the Customer’s business assets have been seized;
• the Customer’s business or a substantial part thereof has been sold to a third party.
2. If Article 13.1 applies, any claim against the Buyer will become immediately due and payable, without the Seller being obliged to pay any compensation or guarantee, and the Seller will be entitled to retrieve all Products. The customer will fully cooperate with this.
Article 14 Applicable law and competent court
1. These General Terms and Conditions, all offers and/or Agreements are governed by Dutch law.
2. All disputes arising from or related to these General Terms and Conditions, offers and/or Agreements will be settled exclusively by the competent court in Arnhem.
Article 15 Miscellaneous
1. The Seller is entitled to transfer rights and obligations arising from the Agreement to third parties. The Buyer is not permitted to do this, unless with the written approval of the Seller.
2. The seller is entitled to unilaterally change these General Terms and Conditions. The customer agrees to these changes in advance.
3. The most recently registered General Terms and Conditions will apply between the parties.
4. The invalidity of a provision of these General Terms and Conditions and/or the Agreement does not result in the General Terms and Conditions or Agreement being/is invalid in its entirety. In place of the void or invalid provision, an appropriate arrangement applies, which comes as close as possible to the intention of the parties and the economic result pursued by them in a legally effective manner.