General conditions of sale, delivery and payment of Loontjens Biljarts B.V. (supplier) established at de Dam 21, 4331 GE Middelburg, registered with the Chamber of Commerce and Factories of Zeeland, the Netherlands, under number 22032895.
Article 1: General
1.1 The general conditions of supplier shall apply to all offers made by supplier and to all agreements between supplier and buyer, unless parties have deviated there from in writing.
1.2 If one of more articles or components of articles of these general conditions should be null and void or be destroyed, the other articles and components of articles shall still remain legally valid.
1.3 Employees of supplier, as well as third parties acting on behalf of supplier in behalf of buyer, may invoke these general conditions towards the contracting party.
Article 2: Offers, prices and agreements
2.1 All offers and price quotations of supplier are free of obligation. Measures and weights stated in catalogues or illustrations are only approximations and do not bind supplier.
2.2 Unless stated otherwise, the prices of supplier are quoted in euros, based on delivery "off factory or storehouse" supplier, and excluding VAT. Possible fluctuations in the rate of exchange for goods obtained from third parties to be counted from the moment of realisation of the agreement with buyer shall be charged on.
2.3 In its offers supplier assumes, for example as regards the price, that all goods will be delivered in their customary form and that all activities will be performed without unnecessary delay and in normal manner. Special requirements and circumstances shall be indicated to supplier in advance, in writing and in sufficient detail. Supplier shall explicitly state in the offer whether and to what extent these have been taken into account. If buyer wants to deviate from arrangements made after the conclusion of the agreement, it shall be bound to pay to supplier the costs made in that connection.
2.4 All agreements with supplier shall be concluded as follows:
- supplier shall lay down in writing any arrangements made with buyer;
- buyer shall accept in writing any offers made by supplier.
2.5 Information by word of mouth of employees of supplier shall only bind supplier in as far as a proxy of supplier has confirmed these arrangements to buyer in writing.
Article 3: Payment
3.1 Supplier is at any time entitled to demand that the full invoice amount, at least a percentage thereof as stated by supplier in the offer, shall be deposited into a bank account to be indicated by supplier 7 days in advance of the delivery of goods and the assembly thereof.
3.2 The buyer shall pay the (remainder of the) price for the goods purchased, as well as the costs of installation, in cash at the time of delivery and/or assembly.
3.3 In the event of a failure in the timely compliance with a (payment) obligation, buyer shall owe the legal interest to supplier, to be increased by 2% per year, from the first date of such failure. In addition, the buyer shall owe, in the event of failure in timely payment, extrajudicial costs of collection of 10% with a minimum of € 250.00 per invoice.
Article 4: Delivery and transfer of risk
4.1 Supplier’s periods of delivery are never fatal periods. This implies that if supplier complies with its obligations within a reasonable period of time after the lapse of the period of delivery, there shall be no question of any default on the side of supplier.
4.2 The buyer shall promptly inspect the delivered goods, both in quantity and in quality, upon delivery. Supplier shall be notified forthwith in writing of possible shortcomings or damage in accordance with article 7 of these conditions of delivery.
4.3 Unless agreed otherwise in writing, delivery of goods will be made off factory or storehouse. If, in addition to delivery, also assembly or repairs have to take place, buyer shall ensure that such assembly can commence promptly, for instance, by making the work location easily accessible to supplier’s employees and materials to be used. Buyer shall furthermore make available the required power connection and lighting, as well as auxiliary tools such as hoists and scaffolding, and to make sure that no activities of third parties can impede or delay the progress of the work to be performed by supplier.
4.4 Assembly or repair or maintenance activities taking place at buyer’s shall be considered performed and delivered, if
- supplier informs buyer that the assembly activities have been performed and buyer has approved of these activities;
- buyer starts using the goods assembled.
4.5 Supplier is entitled to contract third parties (subcontractors) for delivery and assembly.
4.6 The risk of goods shall be transferred to buyer from the moment of delivery or assembly.
4.7 Unless otherwise agreed and with the exception to deliveries made to private persons, transport shall always be for the risk of buyer, also when the agreed delivery is free of charge. This shall also apply when the transporter demands that bills of lading, transport addresses, etc. include the clause that all transport damage shall be for risk and account of supplier.
Article 5: Guarantee
5.1 Supplier guarantees the soundness of the goods delivered by it under normal use. This implies that supplier offers a guarantee against defects concerned with construction, manufacture or material faults. Where billiard tables are concerned, the condition applies that the buyer itself or a third party contracted by buyer by agreement and accepted by supplier in writing in advance will perform the placing and assembly and that the location in which the table is placed complies with reasonable quality requirements regarding the floor and the temperature and humidity in this location, not only during delivery and assembly but during the entire period of guarantee. Where billiard tables are concerned, excluded from the guarantee are: the cloth and the fitting thereof, damage and normal wear, damage as a result of abnormal use of the products, deviation from the water-leveled adjustment of the table and possible damage caused by having the table moved by any other party than supplier itself or a third party contracted by buyer by agreement and accepted by supplier in writing in advance.
5.2 The guarantee is granted for the period stated in the offer and in the invoice. The period of guarantee runs from the date of delivery in accordance with the invoice which also serves as certificate of guarantee. The guarantee can not be transferred to successive buyers.
5.3 Under the guarantee, goods delivered will be fully or partly replaced or thoroughly repaired, at the choice of supplier and at supplier’s expense. The costs of transport, assembly and disassembly, packaging and traveling and accommodation expenses are not covered by the guarantee and will be fully for account of the buyer. Things and materials replaced under guarantee are the property of supplier and shall be returned to it immediately upon replacement, in failure whereof the costs of components not returned shall be charged to buyer. For goods replaced or repaired no new guarantee will be granted, but the remaining period of guarantee shall apply for goods delivered under the offer and invoice referred to in 5.2.
5.4 If the buyer or any third party perform repairs on the goods delivered during the period of guarantee without the previously obtained written permission of supplier and if repairs are performed, with the permission of supplier, which supplier considers incompetent and not in conformity with the requirements for use and assembly, supplier shall be released from any guarantee obligation whatsoever. Supplier shall also be released from its guarantee obligations if, in its view, maintenance activities have been performed by third parties in a manner which supplier considers incompetent and not in accordance with the prescribed manner.
5.5 The guarantee obligations of supplier towards buyer shall, without prejudice to the contents of this article, never cover more than the guarantee granted to supplier by its supplier for such goods and components that are not manufactured by supplier itself and that are not recoverable under its supplier’s guarantee.
Article 6: Repair and maintenance
6.1 Supplier grants no guarantee on repairs and maintenance other than performed under guarantee.
6.2 Things and components replaced are only made available to buyer during the period of repair in as far as so agreed with supplier in the repair order.
Article 7: Complaints
7.1 Supplier shall be notified in writing of possible complaints within 8 days after delivery. After the lapse of this period, complaints will not be taken up and buyer is considered to have approved of the delivery.
7.2 Supplier shall be notified in writing of complaints regarding invisible defects of the goods delivered within eight days after such defects have become visible or manifest. After the lapse of this period, complaints will not be taken up. If the period of guarantee has lapsed before an invisible defect occurs, supplier is not obliged to take up the complaint.
7.3 If supplier accepts the complaint as well founded, supplier is obliged to repair or replace unsound (components of) goods or upgrade activities performed free of charge, without buyer being entitled to any compensation whatsoever.
7.4 Buyer shall notify supplier of complaints about invoices within 14 days after the date of invoice. After the lapse of this period, complaints will not be taken up and buyer is considered to have approved of the invoice.
7.5 Complaints never give buyer the right to suspend payment.
7.6 Return shipment of goods delivered can only be done free of charge, for risk of the buyer and after written permission for return shipment from the supplier. Permission for return shipment does not imply that the complaint is acknowledged by supplier. Return shipment should be sent to supplier’s address within 5 working days after the date of permission.
Article 8: Reservation of property
8.1 As long as buyer has not paid in full the price for the delivery of goods and for assembly activities, the goods delivered or to be delivered remain the property of supplier.
8.2 Buyer hereby authorizes supplier to enter any location of buyer or of enterprises or persons associated with buyer in order to allow supplier to take possession of goods delivered and at any time inspect or have the goods inspected.
8.3 In case of a garnishee attachment laid on goods the property of which has not yet been transferred to buyer, buyer shall inform supplier forthwith of such attachment in writing.
Article 9: Liability
9.1 Supplier shall never be liable for damage suffered by buyer or third parties in connection with goods delivered by supplier, or goods given in loan or otherwise made available or performed assembly or repair activities, unless such damage is the direct result of the willful intent or gross negligence of supplier or of third parties contracted by supplier.
9.2 Excluded from compensation of damage are trading loss, consequential loss, loss of profit, bodily injury, loss of income, damage resulting from use other than the destined use of the delivered goods or incompetent use.
9.3 Supplier shall never be liable for damage higher than the invoice amount of the thing on which the claim for compensation of damage is based.
9.4 Supplier shall never be obliged to compensate damage higher than the amount paid out to supplier by its insurance.
Article 10: Force majeure
10.1 By force majeure is understood, for example, (civil) war, risk of war, acts of terrorism, riot, flooding, water damage, molestation, fire, sit in, strike, excessive sickness absence of supplier’s personnel, transport problems, unforeseen technical complications, interruption of work at supplier or its suppliers, shortcoming of its suppliers, or government measures, in any case including import and export prohibitions and quota restrictions.
10.2 If supplier, in the event of force majeure, suspends its obligations or dissolves the agreement in full or in part, it shall never be liable towards buyer for damage suffered by buyer as a result thereof.
10.3 If supplier, upon the commencement of force majeure, has already partly complied with its obligations arising from an agreement, supplier is entitled to separately invoice the activities already performed and buyer is obliged to pay this invoice as if it concerned an individual transaction.
Article 11: Applicable law and competent court
11.1 To all agreements with supplier and to all disputes arising there from, Dutch law shall be applicable exclusively, with explicit exclusion of the Vienna Sales Convention.
11.2 Disputes between supplier and buyer arising from whatever legal cause shall at any time be submitted to the Court of Justice of Rotterdam, unless a dispute resorts to the competence of the Cantonal Court of Rotterdam.