GENERAL TERMS AND CONDITIONS FOR DELIVERY TO NON-CONSUMERS
From Web Warehouse BV and / or WebHeat, Hoge Randweg 15, 5408NB Volkel, the Netherlands hereinafter referred to as: user.
Article 1 Definitions
1. In these general terms and conditions, the following terms are used in the following meanings, unless explicitly stated otherwise
:
User: the user of the general terms and conditions;
Buyer: the buyer of user, acting in the exercise of profession or business;
Agreement: the agreement between the user and the buyer.
Article 2 General
1. The provisions of these general terms and conditions apply to every offer and every agreement between the user and a buyer
on which user has declared these conditions applicable, insofar as these conditions have not
been deviated explicitly and in writing by both parties .
2. The present conditions also apply to all agreements with the user, for the execution of which third parties
must be involved.
3. The general terms and conditions of the buyer only apply if it has been expressly agreed in writing that
they apply to the agreement to the exclusion of these conditions. In that case, any conflicting provisions in the general
terms and conditions of the user and buyer will only apply between the parties if and insofar as they form part of the conditions of the
user.
4. If one or more provisions in these general terms and conditions are void or may be annulled, the other provisions
of these general terms and conditions remain fully applicable. User and buyer will then consult in order to agree new provisions to
replace the void or voided provisions, whereby if and as far as possible the purpose and intent of the
original provision will be observed.
Article 3 Offers and quotations
1. All offers are without obligation, unless the offer states a term for acceptance.
2. The quotations made by the user are without obligation; they are valid for thirty days, unless otherwise indicated. User is only
the tenders are bound if the acceptance thereof is confirmed in writing by the buyer within thirty days.
3. Delivery times in the quotations of the user are indicative and do not give the buyer the right to dissolution or
compensation if this is exceeded , unless expressly agreed otherwise.
4. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies as well as shipping and
any transport and packaging costs, unless explicitly stated otherwise.
5. If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by it. The
agreement does not come about in accordance with this deviating acceptance, unless user indicates otherwise.
6. A composite quotation does not oblige the user to deliver part of the goods included in the offer or quotation at
a corresponding part of the stated price.
7. Offers or quotations do not automatically apply to repeat orders.
Article 4 Execution of the agreement
1. The user shall execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All
this on the basis of the current state of knowledge at that time.
2. If and insofar as required for the proper execution of the agreement, the user has the right to leave certain work
provide by third parties.
3. The buyer shall ensure that all data, of which the user indicates that they are necessary or of which the buyer should reasonably
understand that these are necessary for the execution of the agreement, are provided to the user in time. If the
data required for the execution of the agreement are not provided to the User in time, the User has the right
to suspend the performance of the agreement and / or to charge the Buyer for the additional costs resulting from the delay according to the usual rates
. .
4. User is not liable for damage of any kind, because user has assumed incorrect and / or incorrect
or incomplete data, unless this inaccuracy or incompleteness should have been known to the user.
5. If it has been agreed that the agreement will be executed in phases, the user can
suspend the execution of the parts belonging to a following stage until the buyer has approved the results of the preceding phase in writing.
6. If the user or third parties engaged by the user carry out work within the framework of the assignment at the location
of the buyer or a location designated by the buyer, the buyer shall provide the facilities reasonably desired by those employees free of charge
.
7. The buyer indemnifies the user against any claims from third parties that suffer damage in connection with the execution of the agreement and
which is attributable to the buyer.
Article 5 Delivery
1. Delivery is made ex factory / warehouse of user.
2. If delivery takes place on the basis of “Incoterms”, the “Incoterms”
applicable at the time of concluding the agreement will apply.
3. The buyer is obliged to take delivery of the goods at the time that the user delivers them or has them delivered to him, or at the moment at
which they are made available to him according to the agreement.
4. If the buyer refuses to take delivery or is negligent with providing information or instructions that are necessary for the delivery
the user is entitled to store the goods at the expense and risk of the buyer.
5. If the goods are delivered, the user is entitled to charge any delivery costs. These will then
be invoiced separately .
6. If the user requires information from the buyer in the context of the execution of the agreement, the delivery period starts after the buyer has made it available
to the user.
7. If the user has specified a delivery period, this is indicative. A specified delivery time is therefore never a fatal
deadline. If a term is exceeded, the buyer must give the user notice of default in writing.
8. The User is entitled to deliver the goods in parts, unless this has been deviated from by agreement or if the partial delivery does not have
an independent value. The User is entitled to invoice the thus delivered separately.
9. If it has been agreed that the agreement will be executed in phases, the user can
suspend the execution of those parts belonging to a following phase until the buyer has approved the results of the preceding phase in writing.
10. After delivery, the user will send an invoice which will be sent by electronic mail (email) or regular mail.
Article 6 Samples and models
1. If a sample or model has been shown or provided to the buyer, then it is presumed to have been provided as an indication without the
item having to comply with it, unless it is expressly agreed that the item will correspond with it.
Article 7 Investigation, complaints
1. The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case within as short a time as possible
. In doing so, the buyer should examine whether the quality and quantity of the delivered goods correspond with what has been
agreed, or at least meets the requirements that apply to them in normal (trade) traffic.
2. Possible visible shortcomings must be reported to the user in writing within three days of delivery. Not visible
must be reported within three weeks after discovery but at the latest within 12 months after delivery.
3. If a complaint is made in time pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased items. If the buyer wishes
to return defective goods, this shall be done with the prior written consent of the user in the manner
indicated by the user.
Article 8 Fees, price and costs
1. If the user has agreed upon a fixed sales price with the buyer, the user is nevertheless entitled to increase the price in
the cases mentioned below.
2. The User may pass on price increases if the User can demonstrate that between the moment of the offer and execution of
the agreement significant price changes have occurred in respect of, for example, exchange rates, wages, raw materials,
semi-finished products or packaging material.
3. If the price increase exceeds 10%, the buyer is entitled to dissolve the agreement, unless this price increase is the result of
a change in the agreement or ensues from a power to that effect pursuant to the law.
4. The prices used by the user are exclusive of VAT and any other levies, as well as any costs to be incurred within the framework of the
agreement, including shipping and handling costs, unless stated otherwise.
Article 9 Modification of the agreement
1. If during the implementation of the agreement it appears that for a proper implementation it is necessary
to change and / or supplement the work to be performed , the parties will
adjust the agreement accordingly in time and in mutual consultation .
2. If the parties agree that the agreement will be amended and / or supplemented, the time of completion of the execution
can be influenced as a result. User will inform the buyer as soon as possible.
3. If the change and / or addition to the agreement has financial and / or qualitative consequences, the user will inform the buyer
about this in advance.
4. If a fixed rate has been agreed, the user will indicate to what extent the change or supplement to the agreement results in an
exceeding of this fixed rate.
5. Contrary to the provisions in this article, the user will not be able to charge additional costs if the change or supplement is the
result of circumstances that can be attributed to him.
Article 10 Payment
1. Payments must be made within 14 days of the invoice date, in a manner to be indicated by the user in the currency in which the
invoice is made. Any appeal to suspension or setoff is excluded.
2. If the buyer fails to pay within the period of 14 days then the buyer is legally in default. The buyer will then
owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will apply. The interest on the due and payable
amount will be calculated from the moment that buyer is in default until the moment of payment of the full amount.
3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of the user against the buyer will be
immediately due and payable.
4. User has the right to have the payments made by the buyer go first of all to reduce the costs, then
to reduce the interest still due and finally to reduce the principal sum and the current interest.
User can, without being in default, refuse an offer of payment if the buyer
designates a different order for the allocation.
The User can refuse full payment of the principal sum if the outstanding and accrued interest as well as the
costs are not also paid.
5. If payment is made within 7 days after invoice date, user will not be charged an additional fee.
6. If payment is made after 7 days, the buyer will owe a surcharge of 2%, unless the parties agree otherwise in writing.
Article 11 Retention of title
1. All items delivered by user, including any designs, sketches, drawings, films, calculations, software,
(electronic) files etc. remain the property of the user until the buyer
has fulfilled all the following obligations from all agreements concluded with the user .
2. The buyer is not entitled to pledge the goods falling under the retention of title or encumber them in any other way.
3. If third parties seize goods delivered under retention of title or wish to establish or assert rights thereon, the
buyer is obliged to notify user as soon as reasonably may be expected.
4. The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and
water damage as well as against theft and to make the policy of this insurance available for inspection on first request.
5. Goods delivered by the user, which are covered by the retention of title pursuant to the provisions of 1. of this article, may only
be sold on within the framework of normal business operations and may never be used as a means of payment.
6. In the event that user wishes to exercise his property rights as referred to in this article, the buyer now gives unconditional and
non-revocable consent to the user or third parties to be designated to enter all those places where the properties of
user and to take back these items.
7. Payment by a third party that is / is subrogated in the creditor’s claim will not lead to the fulfillment of the
condition precedent and therefore not to termination of the retention of title.
Article 12 Guarantee
1. The User guarantees that the goods to be delivered do not have any manufacturing or construction faults. For items supplied by the user with a
manufacturer’s and / or importer’s guarantee, or guarantees that have been provided by third parties whose services and / or products have been used by the user
or whose user has used products or services that – whether or not in an adapted form – by user to the buyer
the buyer is only entitled to the guarantee granted by the factory and / or importer and / or third party.
In all other cases, the user is granted a guarantee for a period of one year after delivery to the customer of the user.
2. The guarantee in question will not apply if there has been an injudicious or improper use of the items,
changes have been made to the product without prior permission from the user, or if the
items have not been replaced by a professional installer and acting in the exercise of a profession or business are laid out. In doing so, the
items must be built to the standards of due care that are customary in the professional group.
3. An installation manual (eg “WebHeat Frost installation manual”) is provided by the user upon delivery. The customer has
received such a copy and must strictly assemble the goods in accordance with the instructions in this installation manual. If the
items are not assembled / installed in accordance with the installation manual supplied, it is assumed that
there is an inexpert and improper use of the items.
4. If the goods delivered do not comply with the guarantee provided, the customer is obliged to report this to the user in writing within a reasonable period
of time, on pain of forfeiting any claim to replacement or repair.
5. In that case, the user will either repair or replace the items at his option. In the event of replacement, the buyer is obliged
to return the replaced item at its request to the user who obtains the ownership thereof. In case of repair, only the
material replacement costs (ie not costs of damage and / or replacement of floors, pipes, insulation and such) will
be charged to the user as well as the labor hours it has invested and any third parties engaged by it, with
a maximum of to the original purchase value of the item by the buyer.
6. The travel hours involved in the guarantee as well as the travel and accommodation costs and transport costs related to the guarantee,
costs of experts and third parties are borne by the buyer and are not covered by the guarantee.
Article 13 Collection costs
1. If the buyer is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining
payment out of court on behalf of the buyer. In any case, the buyer owes collection costs in the event of a monetary claim.
The collection costs are calculated in accordance with the collection rate as
advised by the Netherlands Bar Association in collection cases .
2. If the user has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.
3. Any reasonable judicial and execution costs incurred will also be borne by the buyer.
Article 14 Suspension and dissolution
1. The User is entitled to suspend the fulfillment of the obligations or to dissolve the agreement if:
– The Buyer does not or not fully comply with the obligations from the agreement.
– after the conclusion of the agreement user learns of circumstances giving good ground to fear that the buyer
will not fulfill the obligations. In the event that there is good reason to fear that the buyer will only partially or improperly fulfill his obligations,
the suspension is only permitted insofar as the shortcoming justifies it.
– Buyer has been requested at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and
this security is not provided or is insufficient. As soon as security has been provided, the authority to suspend will lapse, unless this payment has been
unreasonably delayed.
– Buyer does not want to provide security for (further) repair costs, if the user has proceeded to repair under Article 12 and the
costs (including third party engaged, own working hours and material replacement costs) have
reached the amount of (in total) Euro 1,000 .
– Furthermore, the user is authorized to terminate the contract (or have it dissolved) if circumstances arise of such a nature
compliance with the agreement is impossible or, according to standards of reasonableness and fairness, can no longer be required, or if
circumstances arise which are of such a nature that unaltered maintenance of the agreement can not reasonably
be expected.
– If the agreement is dissolved, the user’s claims against the buyer are immediately due and payable. If the user
suspends fulfillment of the obligations, he retains his rights under the law and agreement.
– User always reserves the right to claim compensation.
Article 15 Return of goods made available
1. If the user has made goods available to the buyer in the execution of the agreement, the buyer is obliged to return the
delivered goods within 14 days in their original state, free of defects and in full. If the buyer
fails to meet this obligation , all resulting costs are for his account.
2. If the buyer, for whatever reason, after being warned to do so, still remains in default with the obligation mentioned under 1., the
user has the right to recover the resulting damage and costs, including the costs of replacement, from the buyer.
Article 16; Limitation of liability
1. If user is liable for any liability whatsoever for whatever reason (default, non-compliance, etc.), the
user is at most liable for (material) replacement costs as referred to in Article 12, paragraph 4 up to a maximum of Euro 1,000 and
never liable for any form of additional compensation, such as delay damage, lost profit, costs to establish
damage, damage to other goods (including possible removal costs of floors) or any other form of consequential damage,
except if any insurance from user a compensation for costs other than “material replacement costs” actually
pays out either a higher amount actually pays out. In that case, the maximum amount to be paid by the insurance will be
eligible for reimbursement .
2. It can not be inferred from paragraph 1 that there is any obligation on the user to take out insurance, or that the buyer may
rely on it.
Article 17 Transfer of
risk 1. The risk of loss or damage of the products that are the object of the agreement will pass to the buyer at the time when
these are delivered legally and / or factually to the purchaser and thus in the power of the buyer or of the buyer. a third party to
be appointed by the buyer .
Article 18 Force majeure
1. The parties are not obliged to comply with any obligation if they are prevented from doing so as a result of a
circumstance that is not due to fault, and not under the law, a legal act or generally accepted for
their account.
2. Force majeure is understood in these general conditions in addition to what is understood in the law and jurisprudence,
all external causes, foreseen or unforeseen, on which the user can not exert influence, but as a result of which the user is unable to
fulfill his obligations. to come. Work strikes in the user’s company are included.
3. User also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after
user should have fulfilled his obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations under the agreement. If this period
lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate
the other party for damage .
5. Insofar as at the time of the occurrence of force majeure the user has now partially fulfilled his obligations under the agreement
or will be able to comply with them, and the part that has been fulfilled or to be fulfilled belongs to the user, the user is
entitled to invoice the part already fulfilled or to be fulfilled separately. Buyer is obliged to pay this invoice
as if it were a separate agreement.
Article 19 Safeguarding
1. The buyer indemnifies the user against claims of third parties with regard to intellectual property rights on
materials or data provided by the buyer , which are used in the execution of the agreement.
2. If the buyer provides user with information carriers, electronic files or software etc., the latter guarantees that the
information carriers, electronic files or software are free of viruses and defects.
Article 20 Intellectual property and copyrights
1. Without prejudice to the other provisions in these general terms and conditions, the user reserves the rights and powers for the
user pursuant to the Copyright Act.
2. The buyer is not allowed to make changes to the goods, unless the nature of the delivery follows otherwise or
otherwise agreed in writing .
3. The designs, sketches, drawings, films, software and
other materials or (electronic) files created by the user in the context of the agreement remain the property of the user, regardless of whether they go to the buyer or third parties are
made, unless otherwise agreed.
4. All documents provided by the user, such as designs, sketches, drawings, films, calculations, software, (electronic)
files, etc., are exclusively intended for use by the buyer and may not be used by him without the prior consent
of the user. multiplied, made public or be brought to the notice of third parties, unless the nature of the
documents provided dictates otherwise.
5. User reserves the right to use the knowledge gained by the execution of the work for other purposes
, insofar as no confidential information is brought to the knowledge of third parties.
Article 21 Confidentiality
1. Both parties are obliged to keep confidential all confidential information that they
have obtained from each other or from another source within the framework of their agreement . Information is considered confidential if this has been communicated by a party or if this results from the nature of the
information.
2. If, on the basis of a statutory provision or court order, user is obliged to provide confidential information to
third parties designated by the law or the competent court, and user can not rely on a legal or
competent authority in this matter. court recognized or permitted right of change, user is not obliged to pay compensation or compensation
and the buyer is not entitled to dissolve the agreement on the grounds of any damage, arising from this.
Article 22 Non-take-over of personnel
1. During the term of the agreement, as well as one year after the end of the agreement, the buyer will not, in any way, except after
proper business consultation has taken place with the user, employees of the user or companies on which the user is to be
executed. of this agreement and who are involved in or have been involved in the performance of the agreement,
or otherwise, directly or indirectly, make it work for them.
Article 23 Disputes
The judge in the place of business of the user is exclusively competent to take cognizance of disputes. The parties will
attempt to settle a dispute by mutual agreement before an appeal is made to the court.
Article 24 Applicable law
Dutch law applies to every agreement between the user and the buyer. The Vienna Sales Convention is explicitly excluded.
Article 25 Changes to the conditions
Applicable is always the latest version or the version that applied at the time of the conclusion of the agreement.