Terms and conditions of PremiumLED in Leiderdorp
Article 1 DEFINITIONS
1.1 “Other party” means any (legal) person to whom PremiumLED directs its offers, as well as the person who directs his offers to PremiumLED or gives an assignment to it, or the person with whom PremiumLED has entered into an agreement.
1.2 The term “product” or “goods” is understood to mean: All goods that are delivered to the other party subject to these general terms and conditions.
1.3 “On site at PremiumLED” is understood to mean: the warehouses or office space of PremiumLED in Leiderdorp.
1.4 Insofar as possible, these general terms and conditions also apply to the services that PremiumLED performs for the other party in connection with the item, such as installing it.
Article 2 THE APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS
2.1 These general terms and conditions apply to all offers from PremiumLED, assignments given to PremiumLED and agreements concluded by PremiumLED.
2.2 General terms and conditions and/or other terms and conditions used by the other party are expressly not applicable to the offers, orders and agreements referred to under 2.1.
2.3 Deviations from and/or additions to these general terms and conditions only bind PremiumLED if they have been expressly confirmed in writing by PremiumLED.
Article 3 OFFER AND ACCEPTANCE
3.1 All offers, brochures, quotations and quotations from PremiumLED are without obligation and do not bind PremiumLED.
A written quotation is valid for the period stated therein and, in the absence thereof, for a period of 30 days.
3.2 All details have been specified as accurately as possible, but they are only binding insofar as PremiumLED has explicitly guaranteed their correctness in writing.
3.3 The agreement is concluded at the moment that an offer from PremiumLED is accepted in writing by the other party within the period referred to under 3.1. However, PremiumLED reserves the right to revoke its offer within two days after receipt of the written acceptance.
In the event of oral acceptance of an offer by the other party and when the other party makes an offer and/or gives an order, the agreement will only be concluded if PremiumLED complies with it by actually starting its implementation or confirming the agreement in writing or accept offer.
3.4 If an acceptance by the other party deviates from the offer, this will be regarded as a new offer from the other party and a rejection of the entire offer from PremiumLED, even if there is only a deviation on minor points.
Article 4 PRICE
4.1 The prices quoted by PremiumLED are exclusive of turnover tax and other government charges on the sale and/or delivery and/or performance of the agreement.
4.2 The prices agreed between PremiumLED and the other party may be increased after entering into the agreement if PremiumLED has been confronted with a price increase by its supplier for the performance of its obligations under the agreement, or if other price-increasing circumstances have occurred.
If the price increase exceeds 15% of the agreed price, the other party can dissolve the agreement in writing with regard to the increased price of the articles within 2 working days after receipt of the notification of the price increase.
4.3 Price increases resulting from additions and/or changes to the agreement initially concluded at the request of the other party will be passed on to the other party.
4.4 Normal standard packaging is included in the price; special packaging is charged separately by PremiumLED at cost price.
Article 5 DELIVERY
5.1 Specified delivery times and/or delivery dates only give an indication of the actual time of delivery and can never be regarded as deadlines, unless otherwise agreed in writing. In the event of late delivery and/or completion, PremiumLED must therefore be given written notice of default, stating a reasonable term for compliance. In the event of dissolution due to delay in delivery, the other party is not entitled to compensation, other than a refund of what has already been paid to PremiumLED in respect of the agreement.
5.2 Delivery to the other party shall be carriage paid within the Netherlands if the order stated on the invoice exceeds € 300 (excluding VAT), unless otherwise agreed in writing. The costs of transport with regard to deliveries outside the Netherlands are for the account of the other party, unless agreed otherwise in writing.
The costs of installing the item are always for the account of the other party, unless agreed otherwise in writing.
5.3 Delivery takes place at the place agreed with the other party and at the times determined by PremiumLED, which will be specified by PremiumLED to the other party in a timely manner. The other party is obliged to take receipt of the goods at the agreed delivery time at the agreed place, failing which all resulting costs will be charged to the other party.
5.4 The risk of the item is transferred to the other party at the time of delivery, even if the ownership of the item has not yet been transferred by PremiumLED.
5.5 PremiumLED has the right to deliver the item in parts, which partial deliveries can be invoiced separately.
5.6 Delivery of orders smaller than € 300.00 (excluding VAT) takes place by collection on site at PremiumLED, within 7 days after written or telephone notification by PremiumLED that the item is available to the other party, unless the parties have expressly agreed another term. made an agreement. If the item is not collected within the specified period, PremiumLED is free to terminate the agreement, without prejudice to PremiumLED's right to claim compensation. PremiumLED can charge the other party (reasonable) storage costs if it does not collect the item within the period of 7 days.
5.7 The risk of depreciation or destruction of the item to be delivered by PremiumLED to the other party is for the account of the other party from the moment of notification to the other party that the purchased item is available to it.
5.8 If, contrary to 5.6, the other party agrees with PremiumLED that PremiumLED will transport the item or have it carried out by a third party, the costs and risk of this transport will always be borne by the other party.
5.9 In those cases where it has been agreed that PremiumLED will take care of the transport of the item, the method of packaging and transport will be determined by it, unless otherwise agreed in writing.
Article 6 PAYMENT
6.1 Payment is made in cash on delivery, unless payment in term has been agreed. In the latter case, payment must be made within 30 days of the invoice date. This term is a strict deadline, if the other party is in default and contractual interest is exceeded, equal to an interest rate of 1% per month, or the statutory interest if this is higher, whereby part of the month is a full month. is calculated from 30 days after the invoice date until the time of payment. When paying by bank, the moment of payment is the date of crediting to PremiumLED's account.
6.2 In the event of non-payment within the terms referred to in sub 6.1, PremiumLED reserves the right to increase the amount owed by the other party with collection costs. These collection costs include both the extrajudicial and the full judicial costs, even if the latter exceed an amount awarded by the court for legal costs. The extrajudicial collection costs are all costs that PremiumLED must incur to collect its claim against the other party. They are set at 15% of the amount of the claim with a minimum of € 100.
6.3 Payments made by the other party always first serve to settle all interest and costs owed and then to settle claims from the agreement that have been due and payable the longest, even if the other party states with the payment that the payment relates to another claim.
6.4 In the event of default, liquidation, insolvency, (application for) bankruptcy, (application for) suspension of payment (of the company) of the other party, all obligations of the other party will be immediately due and payable.
6.5 PremiumLED reserves the right to demand part of the purchase price in advance and to request the other party to provide security for the fulfillment of all its obligations under the agreement. This provision also applies if credit has been stipulated.
6.6 PremiumLED is authorized to suspend the fulfillment of its obligation if the other party does not fulfill all its obligations or if, after concluding the agreement, circumstances come to its knowledge that give PremiumLED good grounds to fear that the other party will not fulfill its obligations.
Article 7 RETENTION OF TITLE
7.1 PremiumLED remains the owner of the delivered item as long as the other party has not or not fully fulfilled its payment obligation:
a. with regard to the goods delivered under any agreement;
b. under such agreement also work performed or to be performed for the benefit of the other party;
c. with regard to what the other party owes in connection with the failure to comply with such agreements.
7.2 The other party is only authorized to resell the goods that fall under the retention of title pursuant to paragraph 1 in the context of normal business operations. The other party is expressly not permitted to pledge these items or to establish any other right to them, or to grant a third party a personal right with regard to the item.
7.3 If third parties wish to assert any right to the goods delivered under retention of title, for example through an attachment, suspension of payments or bankruptcy, the other party is obliged to immediately inform PremiumLED of this.
7.4 The other party is obliged at PremiumLED's first request:
1. to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage, if
also against theft and to make the policy of these insurances available for inspection;
2. to pledge or assign all claims of the other party against insurers with regard to the goods delivered under retention of title in advance to PremiumLED;
3. to pledge or cede to PremiumLED the claims that the other party acquires against its customers when selling in the context of its normal business operations of goods delivered by PremiumLED under retention of title;
4. mark the goods delivered under retention of title as the property of PremiumLED;
5. to cooperate in other ways with all reasonable measures that PremiumLED wants to take to protect its property rights with regard to the goods and which do not unreasonably hinder the other party in the normal course of its business;
7.7 In any case of default by the other party and if there is a well-founded fear that the other party will not fulfill its obligations, PremiumLED is entitled to return the delivered goods, which are subject to the retention of title referred to in sub 7.1, without further notice to the other party or third parties who keep the item for the other party to collect or have it collected. The other party is obliged to provide all cooperation for this purpose on penalty of a fine of 10% of the amount owed by it at that time, per day.
The other party authorizes PremiumLED in advance to enter its premises or buildings belonging to or used by it so that PremiumLED can take possession of the reclaimed goods.
Article 8 WARRANTY
8.1 The other party must check the delivered good immediately upon receipt for its soundness. Entitlement to repair or replacement only exists if the other party;
- in the event of visible defects, notify PremiumLED immediately;
- in the event of invisible defects, informs PremiumLED of these defects in writing, within 2 working days after the day on which the other party discovered the defects, or should reasonably have discovered them, and demonstrates that PremiumLED's instructions for use, maintenance and operation have been followed, while the defects are not the result of normal wear and tear, abuse, negligence, accident, exceeding the limits prescribed by PremiumLED or legal safety regulations, or if the product has been repaired or changed without the permission of PremiumLED or a by its authorized repairer, there is no entitlement to repair or replacement.
8.2 Warranty as stipulated in article 8.1, with regard to the product located in the Netherlands, consists of the free replacement or repair (at the discretion of PremiumLED) of the defective part by PremiumLED or a repairer to be designated by it and does not cover the transport costs of goods or persons associated with the implementation of this guarantee. For the product located outside the Netherlands, this warranty only includes the cost of the defective part.
8.3 The replaced parts must be made available to PremiumLED free of charge.
8.4 Failure by the other party to fulfill one or more of its obligations releases PremiumLED from all its warranty obligations.
Article 9 LIABILITY
9.1 Without prejudice to the provisions of Article 8, PremiumLED is never liable for damage, unless this can be attributed to intent or gross negligence on the part of PremiumLED or its managerial subordinates.
Article 10 FORCE MAJEURE
10.1 PremiumLED is, without prejudice to the provisions elsewhere in these terms and conditions, never liable for a shortcoming in the fulfillment of an agreement when a case of force majeure occurs.
10.2 Force majeure on the part of PremiumLED also includes any circumstance beyond its control, which prevents the normal execution of the agreement. Circumstances such as force majeure are in any case deemed to be failures to deliver PremiumLED's own suppliers for whatever reason, strikes, lockouts, disruption of energy supplies, traffic disturbances, machine breakdown, government measures, as well as the consequences thereof, loss or damage during transport and excessive absenteeism of its staff.
Article 11 CONFIDENTIALITY
11.1 The other party undertakes to maintain the confidentiality of the confidential information made available to it by PremiumLED. Confidential information is in any case understood to mean data regarding a new product to be developed, for example put forward by PremiumLED in the negotiation phase. The other party is also obliged to refrain from using the aforementioned data for its business operations.
Article 12 DISPUTES
12.1 Dutch law applies to all agreements to which these terms and conditions apply in whole or in part.
12.2 The provisions of the Vienna Sales Convention are not applicable, nor are any future international regulations on the sale of goods, the operation of which can be excluded by the parties.
12.3 All disputes arising from offers and agreements, by whatever name, will be subject to the judgment of the court in the district of Amsterdam, unless the law declares another court mandatory.