Valid from: 1 November 2016
Article 1 Scope
These terms and conditions apply to all obligations arising from the agreement to which these terms apply, concluded between a customer and entrepreneur Dynad Import-Export B.V.
Article 2 Offers
- All offers made by seller, in any form whatsoever, are free of obligation.
- Oral offers are not binding unless confirmed in writing.
Article 3 Agreement
Each agreement is entered into on the one hand under the suspensive condition of the other party:
- Only for our review;
- Adequate creditworthiness is shown for the financial performance of the agreement;
- We shall have the right to require from the other party, upon or after the agreement is concluded, that, before (further), it will be assured that both payment and other obligations will be met.
Article 4 Delivery and Liability
- Compared to the agreed delivery times, they can only be given approximate, although they will always try to meet the deadlines as much as possible. If the seller is unable to fulfill its obligations, he will immediately inform the buyer of the expected period with which the said delivery period will be exceeded.
- In the event of a breach of delivery time, we can only be held liable if we have been falsely notified to you in writing and by registered letter after we have given a reasonable time for compliance.
- The items are delivered as soon as they are delivered to the delivery address or as soon as they have been collected by the buyer.
- Franco delivery will only be made if and insofar as this is stated by us, on the invoice or otherwise. Any business, including those delivered or traveling on our behalf, is at the expense and risk of the buyer, while shipment is valid for delivery.
- We are entitled to deliver in parts (partial payments), which we can invoice separately; the other party is then obliged to pay in accordance with the terms of these terms.
- In the event of a situation as referred to in the previous paragraph, our liability is limited to the amount for which we are insured.
- When the goods have not decreased after the expiry of the delivery time, they are stored at their disposal at their expense and risk.
Article 5 Risk
- If the business is delivered by the vendor or a designated vendor to the customer, the case is at the risk of the customer’s delivery, even if the property has not yet been carried over
- In case of purchase for trial, the case is at the risk of the buyer from the purchase agreement.
- Goods received from the customer remain at his risk.
Article 6 Retention of title
The entrepreneur remains the owner of the delivered goods, as long as the customer has not fully fulfilled his obligations under any agreement with the entrepreneur for delivery of goods and / or to the work in connection therewith; This also includes what the customer should owe due to the failure to comply with such agreements.
Article 7 Force majeure
- If execution of the agreement is impossible by circumstances which the entrepreneur can not reasonably withhold from the conclusion of the agreement, it is entitled to dissolve the agreement.
- Under such circumstances, it is understood that non-compliance by suppliers of the entrepreneur with their obligations, transport difficulties, fire, strikes or work interruptions, import or trade is prohibited.
Article 8 Dissolution
- Without prejudice to the provisions of Articles 15 to 19, the entrepreneur shall be entitled to, when the customer fails to fulfill his obligations vis-à-vis the entrepreneur: a. Compliance with the obligations which are sufficiently coherent on the part of the entrepreneur to suspend. b. either the agreement in respect of which the customer fails to dissolve by giving a written declaration to the customer; all unless the trader’s applicable conduct would not be justified under the circumstances. The entrepreneur has the sub. a. and b. the above-mentioned powers, also in the case of (the application for) bankruptcy or surseance of payment of the customer; and has the jurisdiction referred to in point a. above, if circumstances that have emerged now have a good ground for the fear that the buyer will fail to fulfill his obligations vis-à-vis the entrepreneur.
2 All claims that the entrepreneur may or may have on the customer in these cases will be immediately and fully due.
Article 9 Prices
Unless stated otherwise, the seller’s prices are as follows:
- Based on the amount of purchase prices, wages, labor costs, social and government expenses, freight charges, insurance premiums and other costs applicable during the quotation and order date;
- Based on delivery of company, warehouse or other warehouses;
- Excluding V.A.T., import duties, other taxes, taxes and duties;
- Excluding the costs of transportation and insurance;
- Indicate in Dutch currency.
- In the case of a reasonably unforeseeable increase in one or more of the pricing factors, the seller is entitled to increase the order price accordingly, subject to the applicable statutory provisions, provided that, however, known future price increases The order confirmation must be mentioned. This does not affect the right of the buyer to dissolve the agreement on that basis, under consideration of the already paid or already incurred costs based on the prices applicable to the increase.
- An agreed price is binding only on the seller under the express reservation that the agreed quantum matters pertaining to the price are ordered in their entirety and in a contract and are settled and paid under the agreement.
- If necessary, the packaging is calculated at cost and not taken back. The necessity of the packaging is assessed by the seller.
Article 10 Security
- The contractor may, upon conclusion of the agreement, provide security for the customer.
- In the performance of the agreement, the entrepreneur may provide security if he has good ground to fear that the customer will fulfill his obligations in a short period of time. If and as long as the customer refuses or is unable to provide security, the entrepreneur is entitled to suspend execution of the agreement. The previous sentence does not affect all the rights of the entrepreneur.
Article 11 Payment
- The entrepreneur is entitled to require advance payment of part of the agreed price.
2 All our deliveries within the Netherlands are done on the condition of “free delivery address” For orders below a bill amount (excluding VAT), we will keep you charged for the freight charges and we will charge a cost surcharge according to the rate applicable at the time of delivery of the delivery.
- Payments are due in accordance with the law or agreement, or, failing that, within fourteen days.
- If the buyer’s payment is not timely, the buyer is in default and the business owner is entitled to recover the amount owed to him without further notice. All related extrajudicial costs are for the account of the buyer unless the entrepreneur chooses to fix these costs on a flat-rate basis at 15% of the amount to be claimed.
- Payments made by the customer always cover all the costs and interest payable and subsequently settled for the longest available invoices, even if the customer indicates that the payment relates to a later invoice.
Article 12 Advertising
- Complaints regarding the delivered services must be submitted in writing and motivated to the entrepreneur.
- In case of visible defects, complaints must be submitted within 8 days after delivery.
- In case of non-visible defects, complaints must be submitted within a reasonable time after the customer has discovered or reasonably should have discovered it.
- Return of the delivered to which the complaint relates is only permitted after prior consultation and after the company has given permission for it.
- The submission of complaints does not relieve the customer of payment in accordance with the invoice.
Article 13 Warranty
- We provide warranty on the products we provide for as much and as long as we have been able to provide warranty from our suppliers. In the event of any validity of the relevant warranty claim we find, we may either make free of charge for replacement of the products or devices we provide or credit.
- This warranty does not cover defects arising from improper storage, external violence or other causes beyond our control.
- If, during the warranty period, the customer performs or performs any repairs or changes without the prior consent of the seller, or does not meet his payment obligations, the seller’s warranty immediately expires.
- Outside the warranty, at any rate, breakage and other damage occurring other than by normal use.
- We are never granted more stringent guarantees than the obligation to replace the delivered product, which fails material defects, in which we can not specifically be compensated for further damage.
Article 14 Final provision
- The agreement and all agreements resulting therefrom shall be governed exclusively by Dutch law.
- By way of derogation from the legal rules governing the jurisdiction of the civil court, any dispute between the buyer and the entrepreneur, in the event of the jurisdiction of the court, shall be settled by the court in the place of business or the arrondissement of the entrepreneur. However, the entrepreneur remains entitled to sue the customer for the court competent under the law or applicable international treaty.