Algemene voorwaarden Deurmanchet Service Uden B.V.
Deposited with the Chamber of Commerce Brabant
Article 1 General
1.1 These general terms and conditions apply to all agreements relating to the purchase, sale, delivery and payment that have been concluded between Deurmanchet Service Uden BV (hereinafter referred to as the seller) and its clients (hereinafter referred to as the buyer).
1.2 Deviations from these general terms of sale are only binding for the seller if the seller has explicitly accepted the deviation.
1.3 Agreements with regard to a certain transaction, certain terms, drawings or other documents are only valid if confirmed by the seller in writing.
1.4 These general terms and conditions of sale will still be valid, even if parts of it are not applicable for any reason.
1.5 By concluding agreements with the seller, the buyer accepts that these terms and conditions apply to the agreement and form an integral part thereof.
Article 2 Quotations and purchase agreement
2.1 All quotations are without obligation unless otherwise agreed in writing.
2.2 The documents accompanying a quotation, such as drawings, illustrations, and samples are indicative. On the customer's specified size, a tolerance of plus and minus 0.5 centimetres applies, unless explicitly agreed otherwise.
2.3 Each agreement is entered into by the seller under the suspensive condition that the buyer – at the sole discretion of the seller - is deemed sufficiently creditworthy for the financial performance of the agreement.
2.4 If upon acceptance of a contract, the seller's creditworthiness is doubted by the seller, the seller is entitled to dissolve the agreement without being liable for damages if the buyer does not make an advance payment or provides the guarantees or securities requested by the seller.
2.5 The prices quoted by the seller are based on the price-determining factors known at the time of the quotation/offer and have a validity of 30 days unless expressly agreed otherwise in writing.
2.6 Unless expressly agreed otherwise in writing, the prices stated by the seller are always exclusive of VAT and excluding shipping, postage and packaging costs.
Article 3 Orders
3.1 An order is binding on the buyer, regardless of the manner in which it is made.
3.2 If the buyer places an order on the website of the seller, this order will be finalised at the moment the buyer clicks the ‘Place order and ship to this address’ button on the website or receives an order confirmation by e-mail. When the buyer receives a confirmation by email from the seller, a binding agreement has been established between the parties.
3.3 Drawings, models, samples, dies, etc., manufactured by the seller, as well as the intellectual property rights on them, remain the property of the seller; even if the buyer has paid the costs.
3.4 Storing of the material mentioned in the previous paragraph by the seller can only be guaranteed until one year after its last use.
3.5 Drawings, models, samples, dies, etc., belonging to the buyer and provided to the seller, remain on the seller's premises at the risk of the buyer.
3.6 All offers, drawings, price lists, material lists, etc., provided by the seller, will remain the property of the seller. They may never be reproduced, used, shown or given to others without the express permission of the seller and must be returned to the seller upon first request.
Article 4 Delivery and risk transition
4.1 The costs incurred for the shipment, shipment or delivery of products shall be borne by the buyer.
4.2 Unless otherwise agreed, the seller shall determine the mode of transport. If the buyer wishes a different mode of transport, shipping or delivery, any additional costs will be borne by the buyer.
4.3 Delivery of the order will take place on working days, generally between 8:00 and 17:00.
4.4 If the delivery cannot take place at the mentioned time, as mentioned in article 4.3, due to the absence of the buyer or any other reason attributable to the buyer, the purchased goods will be offered for a second time at the agreed address. The date and time of this delivery will be determined in consultation with the buyer. The additional costs incurred by this second delivery (storage, transport) must be reimbursed by the buyer to the seller.
4.5 The copy of the shipping advice, the consignment note or the acknowledgment of receipt in a different form, signed by the buyer or his designated recipient, is proof that the shipment as described by the seller is complete and in good condition, unless otherwise stated by a dated and signed note of the recipient on the relevant document.
Article 5 Retention of title
5.1 The goods delivered by the seller remain the property of the seller until the moment of complete compliance with all the claims of the seller under the agreement with the buyer, including damage, costs and interest, regardless of the provisions regarding risk transition in the previous article.
5.2 In the event of seizure or any other form of intervention on the part of third parties, the buyer must immediately inform the seller.
Article 6 Delivery periods
6.1 The seller will attempt to adhere to the agreed delivery periods as well as possible. However, the stated delivery terms are only approximate and are not to be regarded as firm dates.
6.2 In the event that order could not be delivered within the delivery period, the buyer will never be entitled to compensation. The buyer has the right to notify the seller in writing of an extra ten-day delivery period, and if the goods have not been dispatched with due regard to the aforementioned period, the buyer is entitled to dissolve the purchase agreement. If the purchased goods have left the factory's warehouse within the delivery period, the seller is deemed to have met the specified delivery period.
Article 7 Non-attributable shortcoming (force majeure)
7.1 In the event of a non-imputable failure on the part of the seller, the seller is entitled to suspend execution of the agreement during the period this non-attributable shortcoming (force majeure) occurs.
7.2 If the agreement cannot be executed due to the fact that the seller's situation of force majeure lasts more than one month, both the buyer and the seller have the right to terminate the agreement without the seller being liable to the buyer.
7.3 Non-attributable defects on the part of the seller are considered to be the following circumstances, even if they were foreseeable at the time of entering into the contract: malfunctions in the seller's or supplier’s business, lack of materials and energy, state of war or siege and mobilisation in the Netherlands, fire, government intervention, requisition of stocks (including raw materials), strikes, lock-outs, excessive sick leave of personnel, natural disasters, weather conditions and other conditions that have an inhibitory effect on the production or the delivery.
Article 8 Payment
8.1 Payment must be made within fourteen days after the invoice date, without any discount or settlement, in the manner indicated by the seller unless expressly agreed otherwise.
8.2 If the seller is in doubt as to whether the other party will be able to fulfil the obligations before or during the execution of the purchase agreement, the seller has the right to claim cash payment, advance payment or collateral. If the buyer fails to comply with the obligation imposed on him under this provision, the seller is entitled to suspend further execution of the purchase agreement until the obligation to pay is fulfilled, or to terminate the (unexecuted part of) the purchase agreement, without prejudice to his right to compensation in this regard.
8.3 In the event that the buyer fails to perform his obligations under the agreement, upon discontinuation of payment, application for bankruptcy, bankruptcy, seizure, renouncement of property or liquidation of the buyer's company, all the buyer is owed to the seller by virtue of any contract, shall become immediately due and payable. The seller then has the right to recover any unpaid goods, without prejudice to his rights arising from the non-compliance of the buyer.
8.4 The buyer will be in default by the single fact of non or inadequate compliance, without the need for a notice of default in writing. If the buyer is a natural person not acting in the pursuit of a profession or business (hereinafter: consumer), the default will first occur after the consumer fails to pay after he has been sent a reminder for payment within 14 days of the day of notice.
8.5 In such a case, the seller may claim the purchase price plus the legal interest rate as well as all judicial and extrajudicial costs which are made by the seller or are charged to them in respect of the collection of the amount due by the buyer, without prejudice to the right to compensation. The extrajudicial costs are at least 15% of the total principal due with a minimum of € 100, -. If the buyer is a consumer then the extrajudicial collection costs are calculated based on the legal percentage of the principal amount with a minimum of € 40, -.
Article 9 Liability and indemnification
9.1 The seller's liability as a result of or in connection with any agreed delivery is limited to direct damage. Liability for consequential damages, including but not limited to operating loss, loss of profits or sales, is expressly excluded.
9.2 The seller's liability for direct damage resulting from a attributable shortcoming is limited to at most the agreed (invoice) amount for the delivery where the attributable shortcoming has occurred, respectively, in case of delivery in portions, up to the relevant part of the amount initially intended.
9.3 Advice given by the seller with regard to qualities, embodiments, sizes and so forth shall be provided to the best of knowledge, but the buyer has no claim for damages against the seller in relation to such advice.
9.4 In the case of the manufacturing in accordance with drawings, models, samples or other instructions in the widest sense of the word received from the buyer, the buyer guarantees the seller that the manufacturing and/or delivery of these articles does not infringe any trademark rights, patents, use or trade model, or any other third party right. The buyer indemnifies the seller against all possible claims of third parties in connection with an infringement or alleged infringement as described above. In such a case, the seller is entitled to terminate the manufacturing and/or delivery immediately and demand compensation for the costs incurred as well as compensation from the buyer, without the seller being liable to the buyer for damages.
9.5 The seller is not liable for damage to or loss of goods by the buyer or third parties, which are made available to him in connection with the preparation and/or performance of the agreement, except those cases of intentional or conscious recklessness of the seller or his supervisor or subordinates.
Article 10 Profile Selection, Dimensions and Allowed Deviations
10.1 The seller produces customised products and is in no way liable for incorrect disclosure of the size, the profile type and specific product configuration by the buyer.
10.2 Magnetic seals or seals are measured in centimetres according to the methods (A, B and C size) as described by the seller on the website www.dsu-nl.com and in other documentation.
10.3 Dimensions of magnetic seals and seals allow a deviation of up to 0.5 centimetres from the size specified by the buyer and/or the tender and order confirmation sent by the seller. Likewise, the material qualities offered are indicative and are subject to the usual permitted deviations.
Article 11 Complaints
11.1 Without prejudice to the provisions of Article 4, any complaint regarding a shipment that is not immediately detectable shall on penalty of nullity be made within eight working days after the date stated on the consignment note or the shipping note.
11.2 Seller is not liable for direct or indirect damage resulting from (incorrect) assembly of the delivered products.
11.3 The seller should be given the opportunity to review any complaints on the spot or at the seller's choice, on their business premises.
11.4 In case of demonstrable defects in the delivered goods, the buyer must be able to provide the seller with the opportunity to replace or repair within the normal delivery terms of the part of the shipment contains the defect. If the seller replaces or restores the goods, the buyer is not entitled to compensation for any damage.
11.5 If the seller is obliged to replace or repair a delivered item, but this is not possible within the normal delivery period, the provisions of Article 9 shall apply.
11.6 Advertisements or disputes of any kind do not give the buyer the right to defer or set off the payment.
Article 12 Disputes
All agreements between the buyer and the seller are governed by Dutch law. The applicability of the Vienna Sale Convention is expressly ruled out. Disputes that cannot be resolved between the buyer and the seller will be settled by the competent court in the district where the registered office of the seller is located.
Article 13 Privacy
13.1 Seller handles all personal information received in accordance with the applicable legislation, in particular the Personal Data Protection Act (Wet Bescherming Persoonsgegevens).
13.2 All information provided by the buyer is used by the seller if necessary for the conclusion and compliance of the agreement (including the other provisions and these terms and conditions) as well as for the business operations of the seller. Data is provided only to third parties if this is necessary for the aforementioned purposes.
13.3 For more information on privacy, please refer to the seller's website (www.dsu-nl.com/privacy-policy) under the "Privacy" link at the bottom of the webpage www.dsu-nl.com.