Eurocase B.V. in Elst
Chamber of Commerce 09076776
Article 1. DEFINITIONS AND VALIDITY
In the following, “we” and “us” always refer to the private limited company Eurocase B.V., with its registered office and principal place of business in Elst. “Buyer” means the natural or legal person who purchases goods or services from us, requests an offer or quotation or otherwise enters into one or more agreements with us.
From the date of filing with the Chamber of Commerce and Industry for Central Gelderland in Arnhem, these terms and conditions apply to all offers and to every transaction concluded with us, insofar as we and the customer have not expressly agreed otherwise in writing.
Unless expressly agreed otherwise, even if the customer uses different or conflicting (purchase) conditions, only these conditions apply.
Article 2. OFFERS ETC.
All our offers are always without obligation. Transactions are only binding on us if they have been confirmed by us in writing; this also applies to offers and commitments made by our representatives or other persons in our company, as well as to the agreements made by them.The right of return only applies if and insofar as this has been laid down in writing in the offer which the customer accepts.Changes and additions to concluded agreements are only valid if they have been agreed in writing.We will only enter into a continuing performance agreement with the customer if it is laid down in the relevant agreement or if it follows that the transaction is not (just) a one-off but has a certain duration.If, despite all due care, a situation arises during the acceptance of an order that an order, despite having been paid for, cannot be delivered (in its entirety), then either an equivalent product will be offered or the amount paid will be reduced pro rata. be refunded immediately, without the customer being entitled to compensation.
Article 3. COPYRIGHT
All goods, data and/or services provided by us to the customer that are or may be the subject of any intellectual or industrial property right or a right comparable to such rights, remain subject to our rights. These rights include patent rights, trademark rights, copyrights, design rights, the right to a trade name, rights to know-how, etc.In general, we have the authority to grant written permission for the publication or reproduction of the services and data made available.If permission is granted to the customer to (have) published and/or (have) reproduced a service or data, this only includes non-exclusive permission to use in the manner to be agreed for a specific purpose and with due observance of the so-called personality rights pursuant to Article 25AW.The customer is not permitted to offer services and data for further distribution directly or indirectly and to make them available to third parties in whole or in part in any way, whether or not edited or in modified form and whether or not commercially. Any use that has not been agreed is an infringement of our rights. In the event of infringement, we will be subject to a fine of at least three months of our usual fee for such use, without prejudice to the right to compensation.The customer will inform us without delay if the customer learns that the service or goods provided to him/her or any edited version thereof is being used or distributed by a third party who has not received permission from us to do so.We are at all times entitled to make services and goods or similar services and goods as provided to the customer available to third parties, unless otherwise agreed in writing in advance.
Article 4. PAYMENT, NON-PERFORMANCE AND RETENTION OF TITLE
Payment must be made net within fourteen days of the invoice date on one of our bank accounts. Payment in any other way, in particular by handing over to our employees, is only valid after written approval from our management. Unless expressly agreed otherwise by us in writing with the customer, a payment from the customer will extend and be booked by us for reduction of resp. to settle the oldest invoice(s) due, on the understanding that we are always authorized to deduct payment from resp. to be regarded as payment of an outstanding invoice(s) at our discretion.Cashless payment is deemed to have taken place on the date on which the amount in question has been credited to one of our accounts. Payment costs, such as costs for collecting a check from the customer or costs in relatively foreign currency, which are charged to us by the bank, will be borne by the customer. If the customer fails to pay at the agreed time and/or in the agreed manner, he will be in default by the mere expiry of the term, without a summons or notice of default being required.The Customer expressly waives any right to set-off. In the unlikely event of non-compliance by the customer with its obligations, we are authorized, without the need for a reminder or notice of default, to declare the transaction dissolved, without judicial intervention being required, without prejudice to our claim for compensation. In that case, we are also authorized to invoke the non-compliance as fulfillment of a resolutive condition, meaning that the transaction is dissolved in the event of non-compliance.The customer is not entitled to the latter. In the event of suspension of payment or bankruptcy of the customer, we have the right to terminate the agreement unconditionally and with immediate effect.We will immediately notify the customer of such dissolution by means of a registered letter.Furthermore, in all such cases we are also entitled to cancel all other current transactions with the customer concerned, insofar as they have not yet been executed, under equal conditions;any cancellation or dissolution always entails the due and payable of everything owed to us.In the event of late payment of invoice amounts or of a part thereof, the customer will owe interest of 1% per month, without prejudice to the above provisions. We are also authorized to suspend the relevant transaction or other transactions.If we deem it necessary in the event of late payment to place our claim or claims for collection in the hands of third parties, we will notify the customer in writing. As a rule, we will set a short term, to be determined by us, within which the customer must still fulfill his obligations, unless immediate collection measures are deemed necessary in a particular case in our judgment. If we decide to take collection measures, the associated costs will be fully borne by the customer. At our discretion, we can charge him for all the actual costs for which we are taxed ourselves, or for an amount equal to 15% calculated on the amount owed to us. We reserve the right at all times to require security for the timely payment with a view to both deliveries already made and to be made, which security at our discretion can consist of advance payment, bank guarantee, mortgage, pledge or suretyship.The goods delivered by us only become the property of the customer if he has fulfilled all his obligations arising from the transaction concerned, of whatever nature (including any obligation to pay compensation). The customer is obliged to cooperate with all measures that we want to take to protect our property rights to the delivered goods. Goods delivered by us, in respect of which the property belongs to us, may not be pledged by our customer, while no other rights may be granted to third parties.If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the customer is obliged to inform us thereof immediately.As long as we have reserved the rights to the sold item, the buyer can only dispose of the purchased item for the purpose of own treatment or processing or for onward delivery, all this in the normal course of its business. In the unlikely event that the customer does not fulfill its obligations or does not fulfill it on time, we are entitled to claim the goods delivered by us as our property, whereby the transaction on the basis of which we delivered those goods to our customer will be considered dissolved. We also have this authority, insofar as the goods are with third parties as a result of onward delivery. With a view to any repossession of goods as referred to above, our customer will be credited by us for the value that must be attributed to the returned goods in our reasonable judgment, less the costs incurred for the repossession, without prejudice to our right to compensation.
Article 5. REDITWORTHINESS
If, after concluding an agreement, we come to the assumption that payment is not sufficiently guaranteed, we are entitled to demand payment from the customer prior to delivery; if the customer has not complied with our requirement for prior payment no later than 14 days after a reminder by registered letter, we are entitled to cancel the agreement.
Article 6. FORCE MAJEURE
Unforeseen impediments such as strike, lockout, fire, frost, flood, lack of transportation, government regulations, severe changes in currency relations, riot, mobilization, war, martial law, blockade, business failure, excessive staff illness, computer failure, late delivery or defective delivery of auxiliary materials, irrespective of whether these circumstances occur with us or our suppliers, give us the right to cancel the agreement concluded in whole or in part for the part not yet performed or to suspend the execution of the agreement, without we are obliged to pay compensation for damage. If the delivery has not taken place within one month after the customer has demanded delivery, we and at any time thereafter the customer have the right to cancel the agreement without claim for compensation. Force majeure also includes the situation that (the possibility of) fulfillment of the agreement for the supply of services or goods depends on agreements between us and third parties and such agreements are terminated in whole or in part for whatever reason and we are unable to to conclude equivalent agreements elsewhere on reasonable terms.
Article 7. DELIVERY TIME AND SHIPPING TIME
The delivery times stated by us are only approximate. Exceeding this can never give rise to any obligation for us to compensate damage and does not entitle the customer to cancel the agreement in whole or in part.
Article 8. LIABILITY
We accept no liability towards the customer for damage suffered by the customer, which is directly or indirectly the result of the late or improper functioning of the delivery of services or goods or of defects in the composition or content of the services or goods, resp. incompleteness thereof, even if there are other factors, whatever, than force majeure; in addition to technical or other problems with us, this includes in particular the lack of necessary cooperation from third parties who are entitled to the copyright on data or goods; Even in the event of such action by third parties, the customer will not be able to hold us liable on any ground. This is only different if there is intent or gross negligence on our side. In that case, the liability is limited to the amount of the last invoice sent to the customer. Nor do we accept any liability for damage suffered by the customer or any third party that is the result of incorrect and/or incompetent use of the services and goods supplied by us by the customer or by any third parties.The customer indemnifies us against all claims from third parties with regard to services and goods supplied by us, unless it is established by law that this claim is a direct result of intent or gross negligence on our part and the customer furthermore demonstrates that he/she has no blame.
Article 9. IMPLEMENTATION
We reserve the right to determine and change the form and content of our services and goods ourselves. We have the right to everything that comes with aassignment is not expressly described, to be carried out at its own technical and creative insight.We will take all care in our power to ensure the best and most regular supply of services and goods to the customer.If, due to the advancement of information technology and in general developments in the field of information provision for electronic data transfer, one or more of the recommended purchases/facilities have to be replaced by other purchases/facilities or must undergo this expansion, we will inform the customer of this in writing, with addition of all required specifications, at least 180 days in advance. It is understood between the parties that after the expiry thereof, the customer will accept the mutations resp. expansion of the acquisitions/provisions will have to be realized at its own expense.Any such purchases/facilities must be maintained by the customer itself. Furthermore, the responsibility for the proper functioning of those purchases/facilities rests with the customer himself.
Article 10. PRICE AND CHANGE
Unless otherwise indicated, the prices quoted by us are exclusive of VAT and are non-binding in the sense that they are based on the prices applicable at that time of, for example, raw materials, exchange rates of foreign currencies, import duties and equivalent levies, insurance rates, freight , taxes, margin schemes and other such factors. If one or more of the aforementioned factors change before delivery has taken place, we are authorized to adjust the price in a fair manner in our assessment, in which case the customer is authorized to dissolve the agreement if it concerns a price increase of more than 10 %. For orders below €250 or the equivalent in foreign currency, administration costs are also due, to be determined at our discretion. Deliveries are made ex-works. Shipping costs are entirely for the buyer.In the event of a price reduction imposed by third parties, we have the right to cancel the transaction within 14 days.
Article 11. COMPLAINTS
Complaints about compliance by us with our obligations must be submitted to us in writing by the customer within ten days after the event in question, with clear reasons, failing which any claim will lapse.Upon receipt and acceptance of such a claim, we will make every effort to correct any shortcoming within a reasonable period of time.
Article 12. OTHER
Without our permission, the customer cannot transfer rights and obligations arising from agreements concluded between us and the customer, supplemented by that which follows from these general terms and conditions, without our prior written permission.Transport takes place at the expense and risk of the customer.The “headings” accompanying the articles have no function or validity, other than to serve as an overview of the classification. No rights can be derived from those headings.
Article 13. APPLICABLE LAW
Only Dutch law applies to the offers made by us and to the agreements concluded with us, to the exclusion of the applicability of (provisions of) the Vienna Sales Convention. Article 14. DISPUTESAll disputes will be settled amicably or, if this proves impossible, at our discretion by the District Court in Arnhem or by the court in the domicile or place of business of the customer.
The general terms and conditions of Eurocase B.V. have been filed with the Chamber of Commerce and Industry for Central Gelderland in Arnhem with effect from 11 August 2011.