Terms and Conditions
Article 1
General
1. These General Conditions apply to every offer, tender and agreement between Van der Burgh Chocolaad, hereinafter referred to as "User", and a Party which user conditions has stated, if these conditions are not parties expressly and in writing deviated.
2. These conditions also apply to agreements with user, the execution of which user services of third parties.
3. These general conditions are also written for the employees of User and its management.
4. The applicability of any purchase or other conditions of the Other is explicitly rejected.
5. If one or more provisions of these terms and conditions at any time wholly or partially invalid or void, it remains, in these general terms and conditions will apply. User and the Counterparty will enter into negotiations to develop new rules to replace the invalid provisions to agree, as much as possible the purpose and intent of the original provisions are observed.
6. If uncertainty exists regarding the interpretation of any provision of these terms and conditions, then the explanation must be found "in the spirit of these provisions.
7. If there is a conflict between parties that do not occur in these terms and conditions, then this situation should be assessed in the spirit of these terms and conditions.
8. If user does not require strict compliance with these conditions, this does not mean that its provisions do not apply, or that User in any degree would lose the right to otherwise strict compliance with the provisions of these terms and conditions.
Article 2
Offers and Deals
1. All bids and offers of user engagement, unless the offer a deadline for acceptance. A tender offer is void if the product to which the offer or the offer relates, in the meantime no longer available.
2. User can not have bids or offers if the other party can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error.
3. In a bid or offer prices are inclusive of VAT and other government levies and any part of the contract costs, including travel -, residence -, shipping - and fees unless otherwise stated.
4. If the acceptance (or not to subordinate items) from the tender offer or the offer then User is not bound. The agreement is not in accordance with said deviating acceptance, unless user indicates otherwise.
5. A compound quotation shall not oblige user to execute part of the assignment against a corresponding part of the price. Offers and tenders shall not apply automatically to future orders.
Article 3
Contract Duration, delivery, implementation and modification agreement;
1. The agreement between the User and the Other is for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. For the completion of certain work or for the supply of certain cases a period agreed or specified, this is never a deadline. When a term is exceeded, the Counterparty User therefore written in default. You must include a reasonable period to be offered to implement the agreement.
3. User has the right to have certain work done by third parties.
4. User has the right in several phases to implement and thus part billed separately.
5. If the agreement is implemented in phases to user implementation of the parts belonging to a following stage until the other party the results of the preceding stage in writing.
6. If user requires information from the other party for the performance of the agreement, the execution time not earlier than after the Other it is accurate and complete to the User has provided.
7. If during the execution of the agreement shows that for a proper implementation is necessary to amend or supplement, then parties and agreed to amend the agreement. If the nature, scope or content of the contract, whether or not to request or indication of the Other, the competent authorities et cetera, is amended and the agreement would be qualitatively and / or quantitatively changed, this may have consequences for what was originally agreed. This may initially agreed amount can be increased or decreased. User shall as much as possible quotation do. By amending the agreement may specify the initial period of implementing change. The other party accepts the possibility of amending the agreement, including the change in price and time of execution.
8. If the agreement is amended, including supplements, User is entitled to first implement after it has been agreed by the authorized person within User and the Counterparty has agreed to implement the specified price and other conditions, including understood it then determine which implementation will be. Failure or delay implementation of the amended agreement also provides default of User and the Other is no reason for the agreement to terminate.
9. Without being in default, the User can request to amend the contract, if the qualitative and / or quantitative terms could result, for example in that context to work or to be delivered.
10. If the other party is in default should be in the proper fulfillment of its obligations to User, then the party will be liable for all damages (including costs) on the part of the user thereby directly or indirectly.
11. If the User at the conclusion of the contract a certain price, then User under the following circumstances shall nevertheless be entitled to increase the price, even if the price were not given subject.
If the price increase is the result of an amendment to the agreement;
if the price increase resulting from a User to accruing power user or an obligation under the law;
In other cases, it being understood that the other party who is not acting in the exercise of a profession or business, is entitled to the contract by a written statement if the increase exceeds 10% and occurs within three months after the conclusion of The agreement, unless user then still willing to sign the agreement on the basis of the originally agreed to perform, or if it is stipulated that the episode is longer than three months after the sale will take place.
Article 4
Suspension, dissolution and termination of the agreement
1. User, the fulfillment of the obligations under the agreement or to suspend with immediate effect to dissolve if:
2. the Counterparty's obligations under the agreement, not fully or timely manner;
3. after conclusion of the contract user learns of circumstances giving good ground to fear that the other party will not fulfill its obligations;
4. the other party at the conclusion of the agreement is requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient;
5. If the delay on the part of the Other no longer user may be required that the agreement at the originally agreed conditions, is entitled to terminate the agreement.
6. if circumstances arise of such a nature that fulfillment of the contract impossible or unaltered maintenance of the agreement can not reasonably be demanded of User.
7. If the dissolution is attributable to the other party, is entitled to compensation for damages, including the costs directly and indirectly.
8. If the agreement is dissolved, the user's claims against the other party immediately due and payable. If user suspends fulfillment of his obligations, he shall retain his rights under the law and the agreement.
9. If User on the grounds mentioned in this article to suspension or dissolution, it is for that reason in no way liable for damages and costs incurred in any way or compensation, while the Other, by virtue of default, or to damages or compensation is required.
10. If the agreement is terminated by User, will in consultation with the Other arrange for transfer of work to third parties. Unless the termination to the other party accountable. Unless the interim end to User is attributable to, the costs for transfer to the Other charged. User will the Other as much as possible in advance in respect of the magnitude of these costs. The Other Party shall pay such costs within the term specified by the user, unless user indicates otherwise.
11. In case of liquidation, (application) suspension of payment or bankruptcy of attachment - when and where the herd within three months - at the expense of the Other, of a debt or other circumstance that the other party is no longer freely about his ability available, the user is free to terminate the agreement with immediate effect to cancel the order or agreement to cancel, without any obligation to pay any damages or compensation. The user's claims against the Other in that case immediately due and payable.
12. If the Counterparty placed an order wholly or partially cancel, then the appropriate order or ready made things, plus the potential to drain and delivery costs and for the implementation of the reserved time, integral to the Other be charged .
Article 5
Odds
1. User is not obliged to perform any obligation to the other party if he is hindered due to a circumstance that is not due to negligence, and not under the law, a legal act or generally accepted for its account.
2. Force majeure is in these terms and conditions, in addition to the provisions of the law and jurisprudence, all external causes, foreseen or unforeseen, which user can not influence but which prevents user is unable to obligations . User also has the right to invoke force majeure if the circumstance rendering (further) fulfillment of the contract occurs after the user should have fulfilled his obligation.
3. User may, during the period of force majeure the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
4. If the User at the time of the occurrence of force majeure its obligations under the agreement has been partially fulfilled or will fulfill, and to fulfill or to be an independent value, is entitled to the already performed or to be part of a separate bill. The other party is obliged to pay this invoice as if it were a separate agreement.
Article 6
Payment and collection costs
1. Payment must be made within 14 days after invoice date, a user to give way in the currency of the invoice, unless otherwise specified by the user. User is entitled to periodic billing.
2. If the other party fails to pay an invoice on time then the Party is legally in default. The Other Party shall owe an interest. In the case of a consumer's interest at the statutory rate. In other cases, the Other an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the amount due shall be calculated from the time that the other party is in default until the moment of payment of the full amount owed.
3. User has the right by Other payments made to stretch in the first place to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal and accrued interest.
4. User can, without being in default, to refuse an offer for payment, if the other party a different order for the allocation of the payment. User can complete repayment of principal refuse, if not also the cases and accrued interest and collection costs.
5. Objections to the amount of a bill to suspend the payment obligation.
6. If the other party is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court on behalf of the other party. The extrajudicial costs are calculated on the basis of what is currently in the Dutch collection practice is currently the method according to II report. If, however, higher costs for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the other party. The Other is on the collection costs also include interest.
Article 7
Retention
1. All users within the framework of the delivered goods remain the property of the Other User until all obligations under the agreement with User (s) properly fulfilled.
2. By User supplied, made pursuant to paragraph 1. under the title, may not be resold and must never be used as payment. The other party is not entitled to under the title falling to pledge or otherwise encumber.
3. The Other is always to do what was reasonably expected of him may be the property of user secure.
4. If third parties seize goods delivered under retention of title or rights to establish or exercise, then the Party obliged to User shall immediately notify.
5. The Counterparty agrees to the property delivered to insure and keep insured against fire, explosion and water damage and theft and the policy of this insurance on first request to user for inspection. Any payment of the policy is entitled to these amounts. Insofar as necessary, the Counterparty towards User in advance to co-operate with all that in that context was necessary or desirable (appear) to be.
6. In case user are indicated in this Article to exercise property rights, the other party in advance unconditional and irrevocable permission to user and user to designate a third party to all those places where the properties of user is located and doing business to take.
Article 8
Guarantees, research and advertising
1. The user to be delivered shall meet the usual requirements and standards that at the time of delivery can be made reasonably and in which they normally use in the Netherlands there. The guarantee referred to in this Article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands, the other party to verify whether the use is suitable for use there and whether they satisfy the conditions which they are made. User can set other guarantees and other conditions in respect of the goods to be supplied or work to be performed.
2. In paragraph 1 of this Article shall guarantee the shelf life specified on the package, unless the nature of the provided otherwise or the parties have agreed otherwise. If the user provided a guarantee case was produced by a third party, then the guarantee is limited to those provided by the manufacturer of the matter is that, unless otherwise stated. After the warranty period, all costs for repair or replacement, including administration -, shipping costs and drive, the Counterparty will be charged.
3. Any form of warranty is void if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the other party and / or third parties when, without written permission from User, the other party or parties to the case have made changes or have tried to bring that other cases were confirmed that it does not need to be confirmed or if they were processed or modified other than as prescribed. The Other is not entitled to warranty if the defect is caused by or arising from circumstances where no User's control, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
4. The other party is obliged to (do) investigate immediately the moment that things are made available and the relevant activities are performed. The Other Party to examine the quality and / or quantity of the goods delivered correspond to what was agreed and meets the requirements of the parties thereto have agreed. Any defects must be made within two months after discovery in writing to the User to be reported. The report, a detailed description of the defect, so that user is able to respond adequately. The Other Party must user the opportunity to make a complaint to (do).
5. If the other party timely complaint, suspend its payment obligation. The Other remains in that case also obliged to accept and pay for the otherwise ordered, unless it has no independent value.
6. If a defect is reported, then the other party is not entitled to repair, replacement or compensation, unless the nature of the case or the other circumstances of the case, a longer-term results.
7. If it is determined that a case is weak and that time is on gereclameerd, then the poor user, within a reasonable time after the return receipt or, if return is not reasonably possible, following notification of the defect by the other party, the choice of User, replace or repair thereof or replacement fee to the other party. In case of replacement is obliged to replace the matter to User to return the ownership to User, unless user indicates otherwise.
8. If it transpires that a complaint is unfounded, the costs it incurred, including research costs, on the part of User, for the account of the other party.
Article 9
Liability
1. If User is liable, this liability is limited to what this provision.
2. User is not liable for damages of whatever nature, created by User is assumed by or on behalf of the Other incorrect and / or incomplete data.
3. User is solely liable for direct damage.
4. Direct damage is exclusively:
the reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage in the sense of these conditions;
any reasonable costs incurred for the poor performance of the User Agreement to answer, so far these can be attributed to user;
the reasonable costs incurred to prevent or limit damage, if the other party demonstrates that these expenses resulted in mitigation of direct damage as referred to in these terms and conditions.
5. User is never liable for indirect damage, including consequential, lost profits, lost savings and damage due to business or other stagnation. In the case of consumer extends this restriction does not go beyond that which is permitted under Article 7:24 paragraph 2 BW.
6. If User is liable for any damage, then the liability shall be limited to three times the invoice value of the order, or to that part of the order to which the liability relates.
7. User's liability is always limited to the amount paid by his insurer, as appropriate.
8. In this article are the limitations of liability do not apply if the damage is due to intent or gross negligence of User or his subordinates.
Article 10
Limitation
1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against the User and the User in the implementation of a third party, one year.
2. The provisions of paragraph 1 shall not apply to legal claims and defenses that are based on facts that would justify the assertion that the case was not delivered to the agreement would answer. Such claims and defenses barred by the lapse of two years after the Other User of such non-conformity has informed.
Article 11
Transfer of Risk
1. The risk of loss, damage or loss is transferred to the Other Party at the moment things in the power of the Other be charged.
Article 12
Indemnification
1. The Other Party shall indemnify the User for any claims by third parties in connection with the execution of the damage suffered and whose cause other than User accountable.
2. If user on that third parties should be addressed, then the Party User account both outside and in law to assist and immediately what to do for him in that case can be expected. Should the other party fail to take adequate measures, then User, without notice, entitled themselves to do so. All costs and damages on the part of users and third parties, are for the account and risk of the Other Party.
Article 13
Intellectual property
1. User reserves the rights and powers for which he is entitled under the Copyright and other intellectual property laws and regulations. User has the right by the execution of an agreement at his side increased knowledge for other purposes, provided that no strictly confidential information of the other party to the knowledge of third parties.
Article 14
Applicable law and disputes
1. All legal relationships to which User is a party, only Dutch law applies even if a contract wholly or partly abroad to be given or if the legal relationship with the party concerned is domiciled. The applicability of the Vienna Sales Convention is excluded.
2. Parties will first appeal to the courts after they turn to the utmost to solve a dispute by mutual agreement to settle.
