GENERAL TERMS AND CONDITIONS
1.1."the Supplier" means Swipespot B.V. , Binckhorstlaan 36, 2516 BE Den Haag. Chamber of Commerce number 53737636.
1.2. "the Client" means the person firm or company to be supplied with the Goods by the Supplier
1.3. "Goods" means the goods, materials and/or other items to be supplied pursuant to the Contract
1.4. "Contract" means the contract for sale and purchase of the Goods made between the Supplier and the Client to which these conditions apply.
2.1. These Conditions apply to all sales of Goods by the Supplier and shall prevail over any inconsistent terms or conditions contained or referred to in the Client's order or in correspondence or elsewhere, unless specifically agreed to in writing by the Supplier and any conditions or stipulations to the contrary are hereby excluded or extinguished.
2.2 General terms and conditions other than this general terms and conditions are explicitly excluded and are not part of the agreement between the Supplier and Client.
2.3. In the case one or some of the provisions of this general terms and conditions are terminated by court, the other provisions remain valid. In the case one or some of the provisions are terminated the client and supplier will renegotiate the concerning provisions.
3.1. All offers are valid for the duration of 90 days following the date of the offer, unless it is otherwise stated in the offer. A quotation by the Supplier does not constitute an offer and the Supplier reserves the right to withdraw or amend the same at any time prior to the Supplier's acceptance of the Client's order.
3.2. When entering into an agreement with a Client, the Supplier is entitled to request a down payment of 80%. Without this down payment the order will not be taken in to consideration.
3.3 An offer does not automatically count for future orders.
4 Retention of title
4.1. The Supplier remains the owner of the goods sold by him to the Client for as long as the Client has not completely paid the purchases price and any surplus amount due to supplier. The Client undertakes to ensure the careful treatment of the goods and has no right to hand over, to pledge or to borrow out said goods to any third parties or to remove these goods or to attempt to remove them from the area where they where delivered to, until the entire purchase process as well as any additional interest and incurred that have been rightfully claimed, have been paid in full.
4.2. In the event that the Client, referred to in the preceding paragraph, is granted suspension of payment, has been declared bankrupt or has become subject to statutory debt rescheduling as a natural legal person, the company has the right to cancel the agreement in its entity or in part without a notice of default or court intervention being required.
4.3. The Supplier has, when an event such as in provision 4.2. occurs, the right to collect his possessions. The client has the obligation to cooperate with the Supplier.
4.4. In case the Supplier request so, the Client is under an obligation to get insurance for the said goods and to treat them with good care.
5. Prices and payment
5.1. The prices payable for the Goods shall (unless otherwise agreed upon in writing) be the supplier's list prices therefore at the time of despatch.
5.2.. The Supplier shall add VAT to the Contract Price at the prevailing rate as applicable.
5.3. Supplier shall have the right to claim and be paid interest at the rate of 2 percent per calculated on a day-to-day basis on all sums due to Supplier and unpaid for the period upon which payment is due until the date upon which payment is made both before and after any judgement. In case legal procedures or external debt collection procedures are needed to collect the payment, the client shall in addition to the purchase price pay all reasonable costs of the debt collection procedure.
5.4 If in the case of the Contract or any order involving more than one delivery default is made in payment on the due date the Supplier shall have the right - without prejudice to any other remedy which Supplier may have - to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Client.
5.5. Nothing herein shall entitle the Client to withhold or delay any payment due to the Supplier after the date upon which it falls due or in anyway prejudice or affect Supplier's rights in relation to the said non-payment.
5.4.The Client shall pay all sums in Euro due to the Supplier within 30 days of Receipt of a valid invoice to 121884961 or in case of an international invoice to IBAN NL57 RABO 0121 8849 61 / BIC RABONL2U
5.5. In case of an international invoice the Client bears the cost of the international transfer of money.
5.6. Client shall not have the right to set off any claim it may have against the Supplier.
6.1. Delivery dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect and the Supplier shall not be under any liability to the Client in respect of any failure to deliver on any particular date or dates. The Supplier shall not be required to deliver the Goods unless the Client shall have paid all sums then due and payable by the Client to the Supplier.
6.2. Delivery will take place at Ex Works The Hague – The Netherlands.
6.3.The Goods shall be deemed to have been delivered and the risks therein to have passed to the Client upon the Supplier notifying the Client that the Goods are available for collection. All risk in the goods shall pass to the Client upon delivery.
6.4. At the time of delivery the buyer is obligated to check the product for faults and damage and sign for the undamaged and faultless product delivery.
6.5. If the Client refuses or fails to take delivery of Goods tendered in accordance with the Contract the Supplier shall be entitled to immediate payment in full for the Goods so tendered. The Supplier shall be entitled to store at the risk of the Client any Goods of which the Client refuses or fails to take delivery and the Client shall in addition to the purchase price pay all costs of such storage and any additional cost or carriage incurred as a result of such refusal or failure.
7.1. Packaging shall not be charged unless the Client requires the Supplier to use special packaging. Packaging materials as such are not returnable to Supplier.
8.1. Supplier's goods are manufactured under careful quality control. The Supplier warrants that the delivered goods are free from defects in material and workmanship. This guarantee is given up to one year of the delivery date. One year after the delivery date the right of repair or replacement is not provided to the client anymore.
8.2. The warranty obliges the Supplier exclusively to repair the Goods, at the Supplier's option or, in the event that repair in the opinion of the Supplier is not practicable, replacement of the product.
8.3. This guarantee is not granted in the case the product is not being used for the designated corresponding purpose, and or caused by any act, and or neglect, and or default of the Client or of any third party.
8.4. Deviations to the delivered good in respect of colour, wear-resistence, structure and such like, which from a technical point of view is acceptable according to valid, usual industry norms, or commercial usage, can rule out the right to guarantee or compensation. Slight deviations in quality, such as the colour (RAL en PMS) shall not constitute grounds for rejection of the Goods by the Client.
8.5. The fact that delivered goods do not meet this warranty shall be communicated in writing to the Supplier within 14 after the delivery date or after the moment of discovery.
8.6. An appeal to the warranty shall not entitle the Client to withhold or delay any payment due to the Supplier
8.7. The client is obliged to provide the Supplier the opportunity to investigate the complaint and provides the Supplier the needed assistance for this investigation, when needed.
9.1. The Supplier shall not be liable to the Client:
- for defects in the Goods caused by any act, neglect or default of the Client or of any third party.
- for other defects in the Goods resulting from faulty material or workmanship unless notified to the Supplier within 14 days of receipt of the Goods by the client and before the Goods are processed or used or where the defect would not be apparent on reasonable inspection within the warranty period as described in provision, or after the warrant period of one year.
- When the client did not provide the Supplier with the right information or order specifications
- The Supplier shall not be liable to the other party for loss of profit, loss of use, loss of production or any other indirect or consequential damage for any reason whatsoever.
- In case the client uses the products or services of partners of the Supplier.
9.2 The Supplier's aggregate liability to the Client whether for negligence breach of contract misrepresentation or otherwise shall in no circumstances exceed twice the cost of the defective, damaged or undelivered Goods determined by net price invoiced per product to the Client in respect of any occurrence.
10.1.The Supplier shall not be liable to the Client for any loss or damage which may be suffered by the Client as a direct or indirect result of the Supplier being prevented, hindered or delayed in the performance of its obligations under the Contract by reason of any force majeure circumstances.
10.2. In this Condition "force majeure circumstances" shall mean any Act of God, war riot, strike, lock-out, trade dispute or labour disturbance, epidemic, accident, breakdown of plant or machinery, fire, explosion, flood, drought, government action, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the control of the Supplier affecting the provision of the Goods and services hereunder or of materials therefore by the Supplier's usual source of supply or the manufacture of the Goods by the Supplier's normal means or the delivery of the Goods by the Supplier's normal route or means of delivery.
10.3. In the event, such as abovementioned, either of the parties by a cause beyond its control or risk suffers the inability to perform all or any part of its obligations under this Agreement, then the party suffering such disability shall be excused from such performance for as long as and to the extent to which such event causes such inability to perform.
11.1.The failure on the part of the Supplier to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
12.1. Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by post or by e-mail addressed to the party concerned at its principal place of business or last known address.
13.1. Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof.
14. No third parties
14.1.Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
15. Governing Law
15.1. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Netherlands and for the purpose of settlement of any dispute arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the Dutch Courts. The applicability of the 1980 Vienna Convention on the International Sale of goods is excluded.