ARTICLE 1: APPLICABILITY
These terms and conditions apply to all offers and all agreements for the execution of work and/or sale and purchase of Berkel cutting machines based in Haaksbergen, hereinafter referred to as the user. The client/purchaser will be referred to in the following as the other party.
Other terms and conditions shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed so in writing. The acceptance and retention by the other party without comment of an offer or order confirmation, on which reference is made to these terms and conditions, shall constitute consent to their application. The possible inapplicability of (part of) a provision of these general terms and conditions shall not affect the applicability of the remaining provisions.
ARTICLE 2: CONTRACTS AND AWARD
1. Agreements to contract work and/or agreements of purchase and sale and supplements/modifications thereto shall only become binding by written confirmation from the user.
2. The agreement shall be concluded by informing the user that he has been awarded the assignment. If the notice is given orally, the other party shall confirm this notice in writing, stating the date of the notice, which confirmation shall serve as full evidence.
3. If within seven days the other party has not notified the user in writing of the award to the user, the user shall confirm the assignment in writing by registered letter addressed to the other party, stating the date of the notification. The contents of this order confirmation shall be binding on the other party, unless the other party has disputed the correctness thereof in writing within 14 days of sending the order confirmation. If within 14 days of receipt of the order confirmation the other party has not responded, the order shall be deemed irrevocable.
ARTICLE 3: OFFERS
1. All offers, quotations, price lists, delivery times etc. of the user are without obligation, unless the work to be carried out is laid down in a full description, whether or not accompanied by a drawing or several drawings. The user reserves the right to make minor changes to the construction insofar as this does not substantially alter the work. The last-mentioned description/drawing(s) must be drawn up at the same time as the first-mentioned documents and attached to them. The description or drawing will then be binding for both parties. If the order to carry out the work is not given to the user, the other party undertakes to return the offer complete with designs, illustrations and drawings to the tenderer within 14 days of the date of the decision.
2. Unless otherwise agreed in writing, the price of quotations for orders for the delivery of a fixture or part thereof to be set up and/or assembled on site shall not be included:
a. earthwork, pile driving, demolition, foundation work, masonry, carpentry, plastering, painting, wallpapering, repairs or other construction work of any kind, nor the costs of connections to the main sewerage network, gas or water or the electricity network, the levelling and cleaning of floors, walls or ceilings or the cleaning of any items other than the deliverable;
b. the additional assistance for moving those parts that cannot be handled by the user himself, as well as the hoisting or lifting equipment and hoists to be used for this purpose.
3. All quotations/offers shall be without obligation unless they contain a deadline for acceptance. If a quotation/offer contains a non-binding offer and this is accepted by the other party, the user shall be entitled to revoke the offer within two days of receiving the acceptance.
4. A. If between the date of concluding the agreement and the delivery, the cost price of the goods/ materials ordered increases and/or changes are made by the government and/or trade organisations to wages, working conditions or social provisions, the user shall be entitled to pass these increases on to the other party. Should a new price list be issued and enter into force by the user and/or suppliers between the aforementioned dates, the user shall be entitled to charge the other party for the prices stated therein or to apply the provisions of the previous sentence.
B. In case the other party is a natural person not acting in the exercise of a profession or business, price increases may be passed on/charged 3 months after their conclusion in the above sense. In the event of price increases at a shorter term, that other party shall be entitled to dissolve the agreement.
5. The user is authorised to engage third parties for the execution of the agreement.
ARTICLE 4: FURTHER RULES FOR TENDERS
1. The user is responsible for the proper execution of the work.
2. When making an offer, the user accepts no responsibility for a design worked out by or on behalf of the other party, buyer and/or other party by third parties, nor for any specification of dimensions, sizes and materials given with this design.
3. In case of orders, the user only assumes responsibility for the correct assembly and for the soundness of the materials used; however, not for those parts for which the application explicitly prescribes a certain brand or treatment of materials.
4. If the other party wishes to transfer the responsibility for the design made by him or on his behalf to the user, he shall not be obliged to accept this until he has been given sufficient time to decide on this transfer, whereby the user must be able to study and calculate the entire design and all information and documents relating to it must have been provided to him. The user cannot be required to do so free of charge, unless it is already apparent from the application that the other party wishes to transfer responsibility to the user.
5. If the Other Party makes materials or parts available for further processing or assembly, the User shall be responsible for correct processing or assembly, but never for the materials or parts themselves. The user shall not be liable for damage resulting from death or physical injury, consequential damage or damage for any other reason in connection with the (unsoundness of) the materials or parts made available by the other party for further processing or assembly, irrespective of their processing or treatment by the user or third parties. The other party indemnifies the user in full against all claims for compensation for damage by the user's staff and/or third parties, including damage from or resulting from product liability.
ARTICLE 5: DELIVERY/WORK PERFORMED
1. Delivery shall not be carriage paid. Stated delivery times and periods within which work must be completed may never be regarded as strict deadlines, unless expressly agreed otherwise. In the event of late delivery/completion of the work, the user must therefore be given written notice of default.
2. In case of delivery/performance of work in parts, each delivery/phase shall be considered a separate transaction.
3. If it proves impossible to deliver the items to the other party, the user, after having given the other party notice of default and the period stated in the notice of default has expired, reserves the right to store or destroy the items/materials purchased for the execution of the work at the other party's expense and risk. The foregoing shall not affect the other party's obligation to pay the purchase price.
4. Delivery shall be made once to an address specified by the other party, even if the goods ordered are intended by the other party to be distributed to various addresses. The other party shall then guarantee good accessibility of the place of destination/unloading and shall be responsible for unloading/unloading.
5. The user shall be entitled to demand advance payment or security from the other party for the fulfilment of the other party's financial obligations before making any deliveries and/or starting the work.
ARTICLE 6: PROGRESS, EXECUTION OF WORK
1. If the deliveries or work cannot be carried out normally or without interruption due to causes beyond the user's control, the user shall be entitled to charge the other party for the resulting additional costs.
2. If, during the execution of the work accepted by the user, it turns out that it cannot be carried out, either as a result of circumstances unknown to the user or as a result of any force majeure, the user shall be entitled to demand that the assignment given to the user is changed in such a way that the execution of the work becomes possible, unless it will never be possible as a result of the unknown circumstances or force majeure. The user shall then be entitled to full compensation for the work already carried out by the user.
3. All expenses incurred by the user at the other party's request shall be entirely for the latter's account, unless agreed otherwise in writing.
4. All changes in accepted work, whether due to special instructions from the other party or as a result of changes in the construction or caused by the fact that the data provided do not correspond to the actual construction execution, shall, if this results in more costs, be payable as additional work and insofar as this results in fewer costs, be settled as less work.
5. Additional and less work shall be settled fairly, irrespective of the obligation to pay the principal sum.
6. Unless otherwise agreed in writing, the other party shall be obliged, under penalty of compensation for damages and costs:
a. that the place where the goods, materials and/or tools to be assembled are to be stored or where the delivery is to take place is such that damage, in whatever form and in whatever way, or theft cannot take place;
b. that access to the place, where the delivery and/or assembly must take place, is unobstructed and sufficient and, furthermore, that all cooperation is given to enable smooth delivery, assembly and/or completion;
c. that, if a hoist, lift or other means of transport is to be used, it shall be made available with operation by and at the expense of the other party. The instrument to be used must comply with the government regulations applicable at the time of use. Damage thereby incurred shall be at the expense of the other party, unless it has been established that the user is at fault;
d. that (sub)floors are free of lime, cement and dirt residues and loose parts, if necessary, unless agreed otherwise in writing, are completely flat and level and are made available broom-free;
e. that electricity, air, water and if necessary heating have been provided in the room in which work is to be done;
f. that, if others also have to carry out work in the room concerned, such work is finished before the user starts his work, so that he can carry out his work there unhindered;
g. that, in the case of remodelling and/or renewal of the interior, the premises will be closed to the public while the work is being carried out.
ARTICLE 7: TRANSPORT
1. Dispatch of ordered goods shall take place in a manner to be determined by the user, but at the expense and risk of the other party.
2. The user is not liable for damage, of whatever nature and form, related to the transport, whether or not suffered to the goods.
3. The other party shall properly insure itself against the aforementioned risks.
4. Non-accepted orders shall be stored by the user, at the expense and risk of the other party, in accordance with the provisions of Article 5.
5. Unless the user has stated otherwise in writing, the risk of the goods, materials and work carried out shall be at the expense of the other party from the time of delivery of the goods and materials at the place of destination, respectively from the time of commencement of the work.
6. If, through no fault of the user, the delivery cannot take place at the stipulated time, the goods shall be stored at the expense and risk of the other party.
7. If the other party is in arrears in paying any instalment, the user shall be entitled to store the goods at the other party's expense and risk and to postpone the first delivery until all due instalments have been paid.
ARTICLE 8: COMPLAINTS/RETURNS
1. The other party shall be obliged to check the goods immediately on receipt. If visible defects are detected, this must be noted on the waybill and/or accompanying note and brought to the attention of the user within 24 hours, with immediate written confirmation. Other complaints, also in respect of work carried out, must be reported to the user by registered letter within 8 days of receipt of the goods.
2. If the aforementioned complaint has not been made known to the user within the periods referred to there, the goods shall be deemed to have been received in good condition.
3. Complaints shall not suspend the other party's payment obligation. The user must be given the opportunity to investigate the complaint.
4. If return shipment appears necessary, this shall only take place at the user's risk and expense if the latter has given his explicit prior consent in writing. If the return shipment relates to a complaint as referred to above, the return shipment shall only take place at the user's risk and expense if the user has declared the complaint well-founded. In such cases return shipments shall only take place at the user's risk and expense if the complaint has been declared well-founded. In such cases, the goods will be returned in a manner to be determined by the user.
5. If after delivery the goods have changed in nature and/or composition, have been wholly or partly processed, damaged or repacked, any right to complain shall lapse.
6. In case of justified complaints, damages will be settled under the provisions of Article 8.
7. The other party has 14 days to register a return shipment and14 days to actually return the return shipment. After checking and approving the return shipment, the other party will be refunded within 14 days.
ARTICLE 9: LIABILITY/WARRANTY
1. The user discharges his duties as may be expected of an agency in his line of business, but accepts no liability whatsoever for damage, including consequential damage, resulting from his actions or omissions in the broadest sense of the word, except insofar as it can be attributed to his gross fault/ negligence and/or intent. The same limitation applies with regard to staff members and/or third parties used by the user in the performance of his work.
2. The guarantee obligation shall lapse in respect of those parts of the work which are defective, if repairs or other work have been carried out on them by others without the user's written consent.
3. No guarantee shall apply to constructions or materials prescribed by the other party or to materials or share in the work supplied by the other party or on its instructions by third parties, unless carried out with the express approval of the user.
4. Repairs or alterations related to paragraph 3 shall be carried out by the user only at the other party's expense, unless the user had given his approval in accordance with the provisions of paragraph 3.
5. If an area, in which the work is being installed, is put into use before the first delivery, this shall take place entirely at the other party's risk.
6. No warranty applies to glass, discolouration of wood and for minor colour deviations of wood and other materials.
7. The guarantee only applies to the use for which the work is intended according to the order; if nothing else has been agreed with regard to the intended use, the guarantee only applies to normal use.
8. Warranty only applies under normal conditions. This includes, inter alia: ensuring sufficient humidity in the atmosphere, not exposing to excessive humidity or dryness, cold, heat, etc.
ARTICLE 10: PAYMENT
1. Payment shall be made in the following manner:
1. 30% of price by order;
2. the remainder on delivery of the goods;
User shall invoice in a timely manner in respect of items 1 and 2. The payment term shall be 30 days from the invoice date. If a discount has been stipulated, the invoice must be paid within the stipulated period, failing which the discount shall lapse.
2. If an invoice has not been paid in full after the deadlines referred to in paragraph 1:
A. a credit limitation surcharge in the amount of 2% will be charged to the other party from that time, without further notice of default being required.
B. the other party shall owe the user default interest in the amount of 2% per month calculated cumulatively over the principal sum. Parts of a month are considered full months in this respect.
C. the other party, after being summoned to do so by the user, fails to fulfil its payment obligations during the period stipulated by the user, shall pay the costs related to taking judicial and extrajudicial collection and/or enforcement measures, including the costs of a bankruptcy petition. In respect of extrajudicial costs, the other party shall owe a minimum of 15% of the sum of the principal sum and the default interest with an absolute minimum of €75.00.
3. At the discretion of the user, in preceding or similar circumstances, the agreement may, without further notice of default or judicial intervention, be rescinded in whole or in part, whether or not combined with a claim for damages.
4. If the other party has not fulfilled his payment obligations in time, the user shall be entitled to suspend the fulfilment of the obligations towards the other party in respect of delivery/performance of work until payment has been made or sound security has been given for this. The same applies even before the moment of default/omission if the user has a reasonable suspicion that there are reasons to doubt the other party's creditworthiness.
5. Payments made by the other party shall always serve to settle all interest and costs due and subsequently due and payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
ARTICLE 11: OWNERSHIP OF DESIGNS
1. The user is entitled to rights of industrial and intellectual property in respect of content and form of reports, drawings, designs, software models and the like.
2. Only after payment of the amount due to the user as a result of a concluded agreement, the other party shall be entitled to a right of use in respect of the above.
ARTICLE 12: RETENTION OF TITLE
1. The user shall retain ownership of goods delivered and to be delivered until such time as the other party has fulfilled its payment obligations vis-à-vis the user. These payment obligations consist of the payment of the purchase price, increased by claims in respect of work carried out in connection with that delivery, as well as claims in respect of possible compensation for failure to fulfil obligations on the part of the other party.
2. If the user invokes the retention of title, the agreement concluded in this respect shall be deemed to be dissolved, without prejudice to the user's right to claim compensation for damage, lost profit and interest.
3. The other party shall be obliged to immediately inform the user in writing of the fact that third parties are asserting rights to goods subject to a retention of title pursuant to this article.
ARTICLE 13: PLEDGE/WARRANTAGE
The other party is not authorised to give the delivered goods to third parties as security and/or to establish a non-possessory pledge on them and/or to bring the goods for storage under the actual control of one or more financiers (warrantage), as this shall be regarded as attributable non-fulfilment on its part. The user may then immediately, without being obliged to give any notice of default, suspend his obligations under the agreement, or dissolve the agreement, without prejudice to the user's right to compensation for damage, loss of profit and interest.
ARTICLE 14: FAILURE, DISABILITY etc.
Without prejudice to the provisions of the other articles of these terms and conditions, the agreement entered into between the other party and the user shall be dissolved without judicial intervention and without any notice of default being required, at the time when the other party is declared bankrupt, applies for a provisional suspension of payments, or loses the power of disposition and/or legal capacity with regard to its assets or parts thereof as a result of attachment, receivership or otherwise, unless the receiver or administrator recognises the obligations arising from the agreement as a debt of the estate.
ARTICLE 15: DEFAULT/DEFAULT
1. Should it not be possible for the User to fulfil its obligations under the agreement entered into with the Other Party and should this be due to non-attributable non-fulfilment on its part, and/or on the part of third parties/suppliers engaged for the fulfilment of the agreement, the User shall be entitled to dissolve the agreement entered into between the parties, or to suspend the fulfilment of its obligations towards the Other Party for a reasonable period to be determined by the User, without being obliged to pay any compensation. If the aforementioned situation arises when the agreement has been partly performed, the other party shall be obliged to fulfil its obligations towards the user up to that time.
2. Circumstances in which there will be non-attributable non-performance shall include the following: war, riots, mobilisation, domestic and foreign riots, government measures, strike and exclusion by workmen or threat of these and similar circumstances; disruption of the currency relations existing at the time of entering into the agreement; business disturbances due to fire, accident or other occurrences; natural phenomena all this irrespective of whether the non-performance or non-timely performance takes place at the user, his suppliers or third parties engaged by him for the performance of the obligation.
3. If the other party should in any way fail to promptly meet its obligations towards the user, in the event of a cessation of payment, application for a suspension of payments, bankruptcy, attachment, cession of estate or liquidation of the other party's business, all that which is owed by the other party to the user by virtue of any contact shall become immediately due and payable in full.
ARTICLE 16: CANCELLATION/DISSOLUTION
1. The other party waives all rights to dissolution of the agreement pursuant to Article 6:265 ff. of the Civil Code or other legal provisions unless cancellation has been agreed pursuant to the paragraph below.
2. Cancellation by the Other Party shall only be possible with the User's consent. In that case, the other party shall be obliged to pay the user at least 20% of the purchase price (contract price) and to take delivery of goods already ordered, if not processed, at cost price. The other party shall be liable to third parties for the consequences of the cancellation and shall indemnify the user in this respect.
3. Amounts already paid by the other party shall not be refunded.
ARTICLE 17: APPLICABLE LAW/JURISDICTION
1. The agreements concluded between the user and the other party shall be governed exclusively by Dutch law. Disputes arising from the agreements shall also be settled according to Dutch law.
2. Any disputes shall be adjudicated by the competent Dutch court, although the user shall be entitled to bring a case before the competent court in the place where the other party resides and/or is established.
3. In case the other party is a natural person not acting in the exercise of a profession or business, within 1 month after the user has notified the other party that the case will be submitted to the Court.
PAYMENT
We accept the following payment methods:
- Credit/Debit card
- IDeal
- On invoice
Available soon:
- PAYPAL
We recommend that you first make complaints known to us by emailing info@meindersma.nl If this does not lead to a solution, it is possible to submit your dispute for mediation via Stichting WebwinkelKeur. From 15 February 2016, it is also possible for consumers in the EU to submit complaints via the European Commission's ODR platform. This ODR platform can be found at http://ec.europa.eu/odr . If your complaint is not already being processed elsewhere, you are free to file your complaint via the European Union platform.
