General terms and conditions

GENERAL CONDITIONS OF SALE AND DELIVERY
123keuringsstickers.com, LOCATED IN HOOGVLIET

Download a PDF of our general conditions (in Dutch) here.

Article 1 - Applicability

1.1 These General Terms and Conditions of Sale and Delivery apply to all legal relationships between 123keuringsstickers.com, hereinafter referred to as "123keuringsstickers.com" and the other party, hereinafter referred to as "the Other Party", even after the termination of a legal relationship.

1.2 The applicability of any other general terms and conditions, to which the Other Party may refer in any way, is hereby expressly rejected.

1.3 Any deviating conditions used by the Other Party shall only be binding on 123keuringsstickers.com if and insofar as 123keuringsstickers.com has agreed to them in writing. No rights can be derived from such deviations with regard to subsequent contractual relationships.

1.4 If 123keuringsstickers.com has agreed in writing to the applicability of differing terms and conditions, these General Terms and Conditions of Sale and Delivery shall otherwise remain in force, even if not expressly stated.

Article 2 - Offer

2.1 All offers of 123keuringsstickers.com are without obligation.

2.2 The information in price lists and leaflets as well as announcements of 123keuringsstickers.com regarding technical qualities etc. of the goods of 123keuringsstickers.com are without obligation, unless 123keuringsstickers.com has expressly stated otherwise in its offers to the Other Party.

Article 3 - Agreement

3.1 An agreement shall only be established by a written order confirmation from 123keuringsstickers.com, or by the execution of the order by 123keuringsstickers.com.

3.2 Promises by and agreements and contracts with sales personnel, representatives, intermediaries of 123keuringsstickers.com or other employees of 123keuringsstickers.com shall not bind 123keuringsstickers.com unless these agreements, contracts and promises are confirmed in writing by persons authorized to represent 123keuringsstickers.com pursuant to the Trade Register.

3.3 The content of the agreement is limited to what has been agreed upon in writing.

3.4 The agreement shall be deemed to have been concluded at the place, where 123keuringsstickers.com has its registered office.

Article 4 - Modification of the agreement

4.1 Any or alleged inaccuracies in the order forms or order confirmations shall be notified in writing to 123keuringsstickers.com within 7 days of the date of the order form or order confirmation, failing which the order form or order confirmation concerned shall be deemed to be correct.

4.2 Mistakes, printing and/or calculation errors shall entitle 123keuringsstickers.com to withdraw or change the offers of 123keuringsstickers.com or to rectify the order form or order confirmation.

4.3 Amendment of the agreement requires the written consent of 123keuringsstickers.com. If the Other Party wishes to amend the agreement and 123keuringsstickers.com agrees to this, the Other Party shall be obliged to compensate 123keuringsstickers.com for all damages, including loss of profit and all costs arising from the amendment.

Article 5 - Prices

5.1 Unless otherwise agreed in writing, all prices are exclusive of any sales tax payable thereon, any import duties or other charges and exclusive of packaging, transport and insurance costs.

5.2 If after the conclusion of an agreement, but before the delivery of the relevant goods, changes occur in the cost price factors, such as material and labour costs, freight rates, exchange rates, taxes, duties, levies etc., 123keuringsstickers.com is entitled to adjust the price accordingly. 123keuringsstickers.com shall inform the Other Party of any price adjustment as soon as possible in writing.

5.3 Price discounts shall be agreed in writing between 123keuringsstickers.com and the Other Party. They shall lapse immediately as soon as the Other Party is in default with respect to any of its obligations under any agreement entered into between it and 123keuringsstickers.com.

Article 6 - Delivery

6.1 Delivery shall be made:

a. if the goods are collected by or on behalf of the Other Party by delivering the goods to the Other Party or the person who comes to receive them on its behalf;

b. on shipment by a professional carrier by the transfer of the goods to that carrier;

c. when shipped by means of a means of transport of 123keuringsstickers.com by delivery at the Other Party's home, store, warehouse or other designated address of delivery.

6.2 Insofar as the order confirmation does not indicate otherwise, the costs of transporting the goods shall be borne by the Other Party.

6.3 After delivery, the Other Party shall bear the risk of the goods in question, regardless of whether ownership has passed to the Other Party at that time.

6.4 The Other Party is obliged to take delivery of the goods upon presentation. Goods not collected in time can be stored at the expense and risk of the Other Party. The storage costs to be reasonably determined shall be charged to the Other Party in writing by 123keuringsstickers.com and shall be immediately due and payable.

6.5 Agreed delivery times are indicative and not a deadline. 123keuringsstickers.com is therefore not in default by the mere exceeding thereof. If a delay occurs due to circumstances that are not attributable to 123keuringsstickers.com, the delivery time shall be extended accordingly, unless that, taking all circumstances into account, is manifestly unreasonable.

6.6 123keuringsstickers.com is entitled to deliver the goods in parts. The payment terms as stated in article 7 of these terms and conditions apply to these invoices.

6.7 Transfer of ownership of the goods shall only take place if payment for the goods has been made. Article 8 shall apply.

Article 7 - Terms of payment

7.1 Payment by the Other Party shall take place on the date agreed upon between 123keuringsstickers.com and the Other Party. If no specific date for payment has been agreed, payment must be made within 14 days of the invoice date.

7.2 Payment by the Other Party shall be made exclusively in the currency in which the agreed prices are expressed.

7.3 All costs associated with incorrect or late payment shall be borne by the Other Party.

7.4 Payment by the Other Party of any obligation entered into towards 123keuringsstickers.com shall be made without discount or reliance on set-off by the Other Party. Also in case of exceeding the delivery time with regard to any order or in case of submitting a complaint, the Other Party remains obliged to make full and timely payment as referred to in article 7.1.

7.5 Payments made by the Other Party shall primarily serve to pay the amount referred to in Article 7.6, as well as the interest referred to in Article 7.7 and the judicial and extrajudicial costs referred to in Article 7.9, and shall thereafter be deducted from the oldest outstanding claims.

7.6 If the term of payment is exceeded, the Other Party will owe, without any reminder or notice of default being required, an amount equal to 2 percent per month on the outstanding invoice amount excluding VAT.

7.7 Without prejudice to the provisions of Article 7.6, if the Other Party exceeds the payment term without any demand or notice of default being required, it shall be liable to pay default interest on the outstanding amount equal to the refinancing rate ECB, increased by 7% (seven percentage points) per annum, calculated from 30 days after the invoice date. 123keuringsstickers.com is authorized to charge a higher interest rate if the interest rate reasonably requires it.

7.8 In the event of delivery by instalments, an invoice may be issued each time for the part delivered. The provisions of this article shall then also apply.

7.9 All costs of legal measures (including bailiff's costs, costs of custody, litigation costs and attorney's costs), which 123keuringsstickers.com incurs as a result of the other party's non-compliance with its payment obligations, shall be borne by the other party. 

7.10 In the event of late payment of an invoice by the Other Party, all payment obligations of the Other Party, regardless of the payment term and regardless of whether 123keuringsstickers.com has already invoiced in this respect, shall become immediately due and payable.

7.11 As long as the Other Party is in default, 123keuringsstickers.com is entitled not to deliver then pending orders.

7.12 In the event of late payment of an invoice, 123keuringsstickers.com is entitled to demand payment in advance for goods delivered and to be delivered before proceeding with further delivery. 123keuringsstickers.com has the same right to payment before delivery if the invoice amount outstanding with the Other Party is too high in its opinion.

Article 8 - Ownership and Retention of Title

8.1 Notwithstanding the actual delivery and passing of risk, 123keuringsstickers.com retains ownership of all goods delivered and to be delivered by it, as long as the Other Party has not yet paid in full:

(a) to all its payment obligations with respect to the aforementioned supplies; and

(b) all claims for failure of the Other Party to fulfill the payment obligations referred to in (a).

8.2 The Other Party is not permitted to invoke its right of retention in respect of custody costs incurred by it or to offset these costs against what it owes to 123keuringsstickers.com.

8.3 The Other Party has the right to sell the goods that are subject to retention of title to third parties in the context of its normal business activities, if this is required for the normal conduct of its business, but as long as the payment for these goods has not been made in full, the Other Party is not entitled to pledge these goods to third parties or in any other way to serve as security for third parties. If, contrary to the above, the Other Party delivers or pledges the goods to third parties, the Other Party shall transfer to 123keuringsstickers.com the funds or claims, which it obtains through the sale or pledge.

8.4 123keuringsstickers.com is at all times entitled to take away (or have taken away) the delivered goods from the principal or his holders on the basis of the provisions of this article. All costs associated with the retrieval of the goods shall be borne by the Other Party.

8.5 In the event of attachment of the goods of 123keuringsstickers.com by third parties, the Other Party shall immediately point out the retention of title of 123keuringsstickers.com to these third parties and inform 123keuringsstickers.com about the attachment.

Article 9 - Security

9.1 If there are good grounds for 123keuringsstickers.com to suspect that the Other Party will not fulfill its obligations punctually, the Other Party shall be obliged at the first request of 123keuringsstickers.com to immediately provide security sufficiently and in the form desired by 123keuringsstickers.com and to supplement this if necessary for the full fulfillment of all its obligations towards 123keuringsstickers.com.

9.2 If the Other Party does not comply with a request as referred to in 9.1, without prejudice to the other rights of 123keuringsstickers.com, all that the Other Party owes to 123keuringsstickers.com for whatever reason shall become immediately due and payable and 123keuringsstickers.com shall be entitled to immediately suspend its compliance with any obligation.

Article 10 - Advertising

10.1 The Other Party has the obligation to examine upon delivery whether the goods comply with the agreement. If this is not the case, the Other Party must make its objections known to 123keuringsstickers.com within eight days of receiving the goods. In the event that the ground of the objection could not reasonably have been discovered by the Other Party within this period, a period of eight days from the moment that the ground was, or should have been, discovered by it shall apply. Complaints must be submitted to 123keuringsstickers.com in writing with reasons.

10.2 Claims and defenses, based on the assertion that the delivered goods do not comply with the agreement, shall become time-barred by the lapse of 1 year after delivery.

10.3 If the delivered goods do not comply with the contract, 123keuringsstickers.com shall, at its option, only be obliged to deliver what is missing, repair the delivered good or replace the delivered goods.

10.4 Complaints can only be dealt with if full payment has been made within the period set by 123keuringsstickers.com and this can be demonstrated.

Article 11 - Return shipments

11.1 Return shipments to 123keuringsstickers.com shall take place at the expense and risk of the Other Party. 123keuringsstickers.com is entitled to refuse late and/or manifestly unfounded returns, as well as returns whose costs have not been paid.

11.2 Return shipments are permitted only after consultation with 123keuringsstickers.com.

11.3 If 123keuringsstickers.com stores or otherwise appropriates the returned goods, this shall take place at the expense and risk of the Other Party. No approval or acceptance of the return can ever be derived from these measures. In the event of storage, the provisions of Article 6.4 apply.

Article 12 - Liability

12.1 123keuringsstickers.com is not liable to the Other Party for damages of any kind, unless the damages are attributable to intent or gross negligence on the part of 123keuringsstickers.com, or are caused by circumstances that are for its account.

12.2 Circumstances that shall in any case not be at the expense of 123keuringsstickers.com (this enumeration is not limitative), are: conduct, with the exception of intent or gross negligence of persons, which 123keuringsstickers.com makes use of in the performance of the agreement with the Other Party; unsuitability of the products that 123keuringsstickers. com makes use of in the execution of the agreement with the Other Party; exercise by third parties towards the Other Party of one or more rights with regard to a shortcoming of the Other Party in the fulfilment of an agreement concluded between the Other Party and said third parties with regard to the goods delivered by 123keuringsstickers. com; strike, lockout, illness, import, export and/or transit prohibition, transport problems, non-compliance with the obligations by 123keuringsstickers.com's suppliers disruptions in production, natural and/or nuclear disasters and war and/or threat of war.

12.3 The Other Party shall in no case be able to assert any claim against 123keuringsstickers.com, in the event that the Other Party does not comply with any obligation towards 123keuringsstickers.com.

12.4 The Other Party shall be obliged to indemnify 123keuringsstickers.com against all third-party claims for damages against 123keuringsstickers.com in respect of the performance of any agreement entered into between 123keuringsstickers.com and the Other Party and shall be liable for all costs arising therefrom, unless there is intent or gross negligence on the part of 123keuringsstickers.com or on the part of its subordinates.

12.5 If 123keuringsstickers.com were to invoke the provisions of this article, any employees of 123keuringsstickers.com may also invoke them, as if they themselves were parties to the agreement between 123keuringsstickers.com and the Other Party.

12.6 123keuringsstickers.com is nimmer aansprakelijk voor schade, indien en voor zover deze schade een bedrag beloopt dat hoger is dan het bedrag waarop 123keuringsstickers.com onder haar bedrijfsaansprakelijkheidsverzekering aanspraak kan maken. Voorts kan vergoeding uit hoofde van aansprakelijkheid voor geleden schade,  onverminderd het overige in deze voorwaarden bepaalde, nimmer meer bedragen dan het in hoofdsom voor de geleverde goederen verschuldigde bedrag.

12.7 The provisions of this article are without prejudice to the legal liability of 123keuringsstickers.com pursuant to mandatory statutory provisions.

Article 13 - Warranty

Guarantee obligations, including the indemnification obligation due to hidden defects, shall only rest on 123keuringsstickers.com if expressly agreed in writing. If 123keuringsstickers.com does provide a guarantee in writing, the Other Party cannot derive any rights from that guarantee if it has not fulfilled its obligations in time. Any settlement against 123keuringsstickers.com is hereby excluded.

Article 14 - Force majeure

14.1 If the manufacturer from whom 123keuringsstickers.com procures its goods, due to a cause that cannot reasonably be attributed to 123keuringsstickers.com, despite reminders from 123keuringsstickers.com, remains in default with a correct delivery or does not deliver on time, this shall constitute force majeure with respect to the Other Party for 123keuringsstickers.com.

14.2 Furthermore, there will be force majeure if there is a shortcoming on the part of 123keuringsstickers.com, which cannot be attributed to the fault of 123keuringsstickers.com, nor by virtue of law, legal act or generally accepted practice comes at the expense of 123keuringsstickers.com. 

Article 15 - Non-performance

15.1 If the Other Party fails in any way in the fulfilment of any obligation towards 123keuringsstickers.com, as well as in the event of an application for a suspension of payments, obtained (provisional) suspension of payments, bankruptcy application, filing or claim, bankruptcy, liquidation or discontinuation of (part of) the Other Party's business, 123keuringsstickers. com is entitled, without prejudice to its other rights and without any obligation to pay damages, to dissolve the agreements in whole or in part with immediate effect or to suspend (further) implementation of the agreements.

15.2 If 123keuringsstickers.com dissolves the agreement(s) on the basis of the provisions of the first paragraph of this article, then, without prejudice to the other rights of 123keuringsstickers.com, all that the Other Party owes to 123keuringsstickers.com for whatever reason shall become immediately due and payable and 123keuringsstickers.com shall be entitled to immediately suspend the further execution of any order agreement.

15.3 If due to one or more circumstances beyond the control of 123keuringsstickers.com the proper fulfilment by 123keuringsstickers.com is wholly or partly impossible, either temporarily or permanently, 123keuringsstickers.com is entitled to dissolve the agreements with the Other Party.

Article 16 - Transfer of rights and obligations

16.1 123keuringsstickers.com may transfer its rights under any agreement with the Other Party to third parties. 123keuringsstickers.com is furthermore entitled to transfer obligations under any agreement with the Other Party to third parties, provided that 123keuringsstickers.com notifies the Other Party of this in advance. In this case the Other Party is entitled to terminate the agreement. 123keuringsstickers.com is not obliged to any compensation in this respect.

16.2 The Other Party may not transfer its rights and/or obligations from any agreement with123keuringsstickers.com to third parties without the prior written consent of 123keuringsstickers.com.

Article 17 - Numbers, measurements, weights, and further data

17.1 Minor deviations with respect to specified dimensions, weights, numbers, colors and similar data shall not count as deficiencies.

17.2 Trade custom determines whether minor deviations exist.

Article 18 - Samples

If no order follows, the samples provided by 123keuringsstickers.com shall be charged to the Other Party.

Article 19 - Conversion

19.1 If and to the extent that any provision of these General Terms and Conditions of Sale and Delivery cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a corresponding meaning, as far as possible, in terms of content and purport, so that it can be invoked.

19.2 The nullity, nullification or disregard of any provision of these General Terms and Conditions of Sale and Delivery or any part thereof shall not result in the nullity, nullification or disregard of the remaining provisions or the remaining part of that provision, respectively.

Article 20 - Applicable law

All legal relationships between 123keuringsstickers.com and the Other Party shall be governed exclusively by Dutch law unless the applicability of any foreign law is expressly agreed in writing between the parties in deviation of this provision. Application of the Uniform Laws on the International Sale of Goods is expressly excluded.

Article 21 - Competent court

21.1 The competent court in Rotterdam has exclusive jurisdiction to take cognizance of all disputes that may arise as a result of (the execution of) any agreement between 123keuringsstickers.com and the Other Party, as well as of all disputes relating to these General Terms and Conditions of Sale and Delivery, unless another court would have jurisdiction on the basis of a mandatory statutory provision.

21.2 The choice of forum mentioned in the previous paragraph does not affect the right of 123keuringsstickers.com to summon the Other Party to appear before the court which has jurisdiction under the statutory provisions and does not apply in the event that the dispute concerned falls within the jurisdiction of the subdistrict court. 

Artikel 22 – Nederlandse tekst prevaleert

The Dutch text of these Terms and Conditions prevails over translations thereof.