SOETEKOUW general terms & conditions
1 Identity of SOETEKOUW
SOETEKOUW DESIGN, Nicolaes Maesstraat 2 UNIT 117B, 1506LB Zaandam, the Netherlands, e-mail: firstname.lastname@example.org . IBAN: NL85RABO0112502520 and BIC: RABONL2U. VAT: NL146792233B01 and Chamber of Commerce number: 34394282.
2 Governing Condition.
. These General Terms and Conditions apply to all offers, agreements and deliveries concerning products created by SOETEKOUW. In these General Conditions SOETEKOUW’s other party will be referred to as the ‘Buyer’.
. Any terms and conditions of purchase of the Buyer will not exclude or restrict the applicability of these General Conditions.
3 Offers and agreements
. All offers and quotations by SOETEKOUW are without commitment.
. Agreements between SOETEKOUW and the Buyer will be concluded upon written acceptance by SOETEKOUW. The Buyer may cancel assignments given only with SOETEKOUW’s consent.
4 Delivery periods
. Delivery periods stated by SOETEKOUW are for information purposes and may not be regarded as being of the essence, unless otherwise expressly agreed in writing.
4 Change of circumstances and force majeure
4.1 If after the conclusion of an agreement the prices of raw materials, wages, import duties, taxes or other external costs increase (whether or not as a result of exchange rate fluctuations), SOETEKOUW will have the right to adjust its sales price to that increase. SOETEKOUW must inform the Buyer of such a circumstance as soon as possible, after which the Buyer will have the right to dissolve the agreement within a period of eight days.
. If SOETEKOUW is unable to perform the agreement due to an event of force majeure, it will have the right to dissolve the agreement in full or in part or to suspend its obligations until the event of force majeure has ended. The Buyer will in that case be obligated to pay for any products already delivered.
. All details, models and pictures concerning colours, materials, dimensions and finishing will be for information purposes only. Minor deviations will in no event be grounds for rejection, discount, dissolution of the agreement or damages.
. Delivery will be carriage paid only if that has been expressly agreed. If delivery is not carriage paid, SOETEKOUW will be entitled to charge carriage charges.
. The risk in the products to be delivered will pass to the Buyer the moment the products leave SOETEKOUW’s storage space, irrespective of the agreements made between SOETEKOUW and the Buyer regarding carriage and insurance.
8 Buyer’s refusal to take delivery
. If the Buyer refuses to take delivery, SOETEKOUW may charge the resulting costs to the Buyer. In that case SOETEKOUW will furthermore have the right to dissolve the agreement, without prejudice to its right to claim full damages.
. SOETEKOUW may at any time demand full or partial payment in advance or cash on delivery.
. In the event of sales on account, payment of the invoice amount must be made within 14 days, without the Buyer being entitled to any discount or settlement.
. If SOETEKOUW has not received full payment at the end of the payment term, the Buyer will be in default and will owe interest equal to the statutory interest. All costs incurred by SOETEKOUW in connection with late payment, such as costs of legal proceedings, court costs and out-of-court costs, including the costs of legal assistance, bailiffs and collection agencies, will be payable by the Buyer. The out-of-court costs are set at a minimum of 10% of the invoice amount, subject to a minimum amount of €150, excluding VAT.
10 Right to postpone obligations
. If the Buyer is in default or if SOETEKOUW has good reason to fear that the Buyer will not fulfill its obligations or will not do so in full and/or in time, SOETEKOUW will have the right to postpone its obligations under all agreements between the parties in full or in part, or to dissolve such agreements in full or in part, without any notice of default or judicial intervention being required, and without being liable for any damages, in which case all obligations of the Buyer will fall due immediately.
11 Retention of title
. Title to all products delivered will continue to vest in SOETEKOUW until the Buyer has fulfilled all its obligations under the agreement towards SOETEKOUW.
. The Buyer may sell products that have remained SOETEKOUW’s property pursuant to this clause to third parties only in the customary conduct of its business.
. If the Buyer fails to fulfill its obligations under an agreement concluded with SOETEKOUW or if SOETEKOUW has good reason to fear that the buyer will fail to fulfill its obligations, SOETEKOUW will have the right to take back products delivered from the Buyer or from third parties that hold the products on behalf of the Buyer. In that case the Buyer must fully cooperate.
. If applicable, the Buyer must inform SOETEKOUW accurately, in detail and in writing off any complaints concerning the products delivered, within ten days of receipt of the products, or immediately in the event of visible defects.
. Without prejudice to the preceding paragraph, the Buyer must inspect the products delivered to it before using them, having them used, implementing them or selling them.
13 Return shipments
. Products delivered may be returned only with SOETEKOUW’s prior written consent, in which respect SOETEKOUW will have the right to give instructions regarding the manner of shipment.
. Returns are not possible on items which are custom made and/or where a discount has been applied.
14 Intellectual property rights
. SOETEKOUW owns and retains all intellectual property rights that apply to or may be created in respect of the design.
15 Liability for loss
. SOETEKOUW is not liable for any loss incurred by the Buyer as a result of defects, wrongful acts or otherwise, unless the damage is directly and exclusively due to gross negligence or intent on the part of SOETEKOUW.
. Only loss of which the Buyer has irrefutably proven that it is due to a circumstance or event for which SOETEKOUW can be held legally liable will qualify for compensation.
. Loss consisting of loss of profits or lower proceeds will in no event qualify for compensation.
. Loss related to damage to or loss of property or to personal injuries will qualify for compensation up to the amount invoiced for the delivery or partial delivery, on the understanding that that amount may not exceed €2000 and will in any event at all times be limited to the amount that the insurer pays SOETEKOUW in the case in question.
. The Buyer indemnifies SOETEKOUW against any and all claims related to loss caused by third parties that are engaged in the performance of the agreement at the Buyer’s request and with the Buyer’s consent, and against any loss caused by materials supplied by third parties at the Buyer’s request and with the Buyer’s consent.
. SOETEKOUW will not be liable for any loss caused by incompetent use of the products delivered or by their use for a purpose other than that for which they are suitable by objective standards.
. A 6 months warranty is applicable to defects in materials and workmanship. SOETEKOUW declares to have properly constructed the product, out of proper materials. If a defect might occur, after normal usage, handling and/or assembly of the item, the warranty is limited to a period of 6 months. After occurrence the item(s) should be send back to SOETEKOUW for investigation to determine if warranty is applicable.
In no situation SOETEKOUW is responsible for consequential damages due to the (partial) failure of the product(s).
17 Dutch law
. These General Terms and Conditions are governed by Dutch law. In the event of disputes, the court of the place where the designer has its registered office will be the competent court, unless that conflicts with the rules on the territorial jurisdiction of Cantonal Courts.