Unninox Europe

EXTRACT OF THE GENERAL TERMS AND CONDITIONS OF SALE,
DELIVERY AND PAYMENT OF THE CLOSED COMPANY WITH LIMITED LIABILITY UNNINOX EUROPE B.V.


Deliveries take place next to the last complete version of the General Terms and Conditions of Sale

Delivery and Payment under 80875467, filed with the Chamber of Commerce at The Netherlands

1. Validity of these terms and conditions

  • These terms and conditions apply to all offers, agreements and / or assignments entered into by us with buyers, in these terms and conditions, delivery is understood to mean the delivery of goods and / or the provision of services.
  • If the client applies delivery, sales or purchase conditions that deviate from our terms and conditions, these will not bind us unless they are expressly accepted in writing.
  • A client who has once purchased from seller on the present terms and conditions shall be deemed to have tacitly agreed to the applicability of these terms and conditions in any subsequent oral, written, telephone, telegraphic, fax, e-mail or otherwise specified orders, regardless of whether such an order has been confirmed in writing.

2. Offers

  • Unless explicitly stated otherwise in writing, all offers, in whatever form, are made by us without obligation. A non-binding offer can be revoked by us within five calendar days after receipt of acceptance thereof.
  • We have the right to refuse an assignment without giving reasons. Offers or agreements of representatives or other staff members only bind us after written confirmation by an authorized person.
  • All dimensions, models, etc. mentioned by us in catalogues, leaflets, quotations, etc. are derived from the data of third parties and are therefore completely without obligation and subject to change.
  • Submissions of offers and/or price lists do not oblige us to deliver.

3. Praise

  • For the prices specified by us, this always applies excluding VAT. be. With the appearance of the latest Unninox Europe B.V. all previous quotations will be cancelled.
  • Prices can be changed by us in the meantime. Quotations are always made on the basis of the prices applicable at the time of the conclusion of the agreement. If price increases should subsequently occur (e.g. due to increases in duties and/or excise duties or disproportionate increases in exchange rates) then we reserve the right to pass on the price difference to the customer or to change it permanently.
  • If the price increase amounts to more than1 0% of the original price, the buyer has the right to dissolve the agreement within 7 days after the price increase has been stated, unless this would be manifestly unreasonable in view of the circumstances (see examples in the previous point). A dissolution based on this article does not entitle you to compensation for any damage.
  • Discounts are granted on a transaction-by-transaction basis and do not entitle you to those discounts in subsequent transactions.
  • For current and future legislative changes (e.g. disposal fees, packaging covenant, etc.) that relate to the range we have carried out, and apply or will apply to the country of delivery, we reserve the right to immediately implement relevant storages and to pass them on to the buyer without prior publication or notification and cannot provide grounds for advertising.

4. Cancellation and modification

    • In the event of cancellation of an assignment given to us, all costs incurred by us in respect of that assignment are for the account of the client, on the understanding that the client is in any case obliged to pay us at least 15%  of the principal amount with regard to cancellation costs, without us being obliged to prove that reported costs have actually been incurred by us.
    • The provisions of the previous article apply without prejudice to our right to compensation for loss of profit, as well as for the other damage resulting from the cancellation in question. For a cancellation, our permission is required.
    • Interim changes to an assignment or agreement are only deemed to have been accepted by us after written confirmation on our part.

5. Deliveries and shipping

  • Delivery takes place af warehouse Venlo. Shipments/transport costs are charged to the buyer on a net charge. Unless otherwise agreed.
  • Stated delivery times can never be regarded as a deadline and are determined approximately, unless expressly agreed otherwise.
  • We have the right to arrange the method of shipment at our discretion, insofar as the client does not give further instructions in this regard. A transport insurance is only taken out by us after explicit request from the client. All additional costs are at the expense of the client.
  • The buyer must check the packaging of the goods offered to him upon receipt and, in the event of observable damage, state his findings on the consignment note, whereby the buyer undertakes to hold the freight forwarder directly liable in writing. If no consignment note is offered by the driver, the recipient is still obliged to hold Unninox Europe B.V. liable within 24 hours.
  • Delivery takes place at the moment that the goods leave our premises or warehouse.
  • Unless otherwise agreed, we are entitled to make partial deliveries and to send partial invoices.
  • The risk of loss, destruction and/or damage of the goods respectively passes to the buyer at the time of delivery. If a Unninox Europe B.V. dealer goods are sent directly to their customer on behalf, the justification for the correct arrival of those goods at their customer is explicit for the dealer and not those of Unninox Europe B.V.
  • To prevent damage during transport, a number of items must be assembled on arrival. Any resulting costs will be borne by the buyer.
  • In the event of refusal of the delivery or of the non-execution thereof due to the fault of the buyer, the latter will owe Unninox Europe B.V. compensation equal to the costs incurred, without us being obliged to prove that reported costs have actually been incurred by us.

6. Retention

  • The ownership of the goods passes from us to the buyer only after the buyer has paid the purchase price and everything else that it owes us under this agreement. Our terms and conditions are also stated on the website and on packing lists and invoices. Upon receipt of the goods, retention of title is therefore agreed.
  • The buyer is not entitled to provide third parties with a right of pledge or any other security right in the broadest sense of the word on goods that are our property under this article; buyer may not transfer ownership of these goods other than in the ordinary course of business. In the event of a breach of these obligations, as well as in the event of late payments and/or in the following situations, we are entitled to take back the goods on our own wherever they are located; the buyer is obliged to cooperate with this. What the buyer owes us to us becomes fully due and payable in the event of: actions of the buyer in violation of the above, suspension of payment or bankruptcy of the buyer or application for this, total or partial strikes or transfer of the company of the buyer or decision to do so, attachment at the expense of the buyer, non-payment or late payment by the buyer. In these cases, we are entitled to terminate all agreements with the buyer in whole or in part with immediate effect at our discretion and/or to suspend the executions thereof, without prejudice to our other rights. The buyer is obliged to inform us if items on which the retention of title of us rests on are confiscated.

7. Advertisements

  • Any complaints must be made in writing, within 8 days of receipt of the goods or the provision of the services.
  • The client who has not examined the delivered goods for its validity within 8 days of receipt thereof, is deemed to have agreed to the delivery or the transaction.
  • Goods delivered by us will only be taken back, within the reported period, if, after prior consultation with us, they are delivered undamaged and in the original packaging carriage paid to our warehouse.
  • The value of the returned goods will be settled with the client, after deduction of all costs incurred, o.m. for transport, customs treatment, any insurance, etc..
  • Return shipments, for which no prior written agreement has been reached with us, will not be accepted.
  • Complaints regarding invoices must be reported to us in writing within 8 days after sending them.

8. Derogations

  • Minor deviations in quality, specifications, etc., which cannot be prevented from a technical point of view, or are generally permitted according to the commercial performances, cannot constitute grounds for advertising.
  • When assessing whether a delivery deviates beyond the permissible limits, an average must be taken from the delivery. It is therefore not possible to reject a few copies.
  •  

9.  Liability

  • Any further liability with regard to shortcomings or defects is expressly excluded.
  • Following on from the previous article, we expressly exclude our liability for consequential or business loss.
  • The client is obliged to indemnify and indemnify us against all costs, damage and interest that may have arisen by us as a direct result or indirect result of claims by third parties against us in respect of incidents, acts or omissions for which we are not liable.
  • We become the owner of the replaced items.

10. Payment terms and conditions

  • Unless otherwise agreed in writing, payment must be made, without any discount, within 30 days after the invoice date.
  • In the event of exceeding the payment term, the buyer is in default by operation of law without any notice of default being required and the other party is obliged to pay compensation for the interest rate of the European Central Bank plus 6%, on the amount of the overrun, for the duration of the default.
  • All judicial extrajudicial costs that we have to incur are at the expense of the defaulting buyer. The extrajudicial costs amount to 15% of the outstanding amount including any interest due, etc. with a minimum of ¤ 100.00. The client must pay the actual judicial costs incurred, i.e. even if they exceed the liquidation rate applied by the relevant Court. The client must therefore pay the bill of the lawyer, the public prosecutor and the bailiff, as well as all possible other judicial costs.
  • The other party is not permitted, by way of compensation, to deduct payment obligations of the seller for purposes other than this agreement from what the other party owes in respect of this agreement.
  • We reserve the right to deliver customers who repeatedly exceed our payment terms cash on delivery.
  • The buyer is not entitled to suspend payments due to allegedly faulty deliveries.

11. Bank and/or Giro fees

  • All bank and/or giro costs caused by the payment by bank and/or giro are at the expense of the client
  • If only after payment of the principal it appears that these extra costs have arisen, these will still be charged and the client is obliged to pay these costs.

12.  Disputes and Applicable Law

  • Dutch law applies to all agreements and transactions.
  • All disputes and claims, which may have arisen between us and the client, will be decided by the competent court in the district of Amsterdam, unless the subdistrict court has jurisdiction.
  • However, we are entitled to have the dispute settled by arbitration, in which case we will notify the client in writing.