Article 1. Definitions
1. In these general terms and conditions the following terms have the following meanings:
Seller .: Odara BV
Buyer: a client who acts in the course of a business or profession.
AV: Article 2. Applicability of these conditions
1. These conditions apply to every offer and every agreement between Odara BV and a buyer to which Odara BV has declared these conditions applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
2. These conditions also apply to all agreements with Odara BV, for the implementation of which third parties must be involved.
AV: Article 3. Quotations / Order confirmations
1. Offers from Odara BV are without obligation and expire no later than 30 days after the date of the offer.
2. Contrary to the provisions of Article 6: 225 paragraph 2 of the Dutch Civil Code, Odara BV is not bound by deviations from Odara BV's offer or order confirmation that occur in the acceptance by the potential buyer.
3. Delivery times and other deadlines stated in offers or order confirmations of Odara BV and for periods to be provided by Odara BV are global and only informative; exceeding this does not entitle the potential buyer to compensation or dissolution.
4. Prices stated by Odara BV are, unless stated otherwise, based on execution in normal working hours and excluding transport, packaging, delivery and installation costs, VAT and other government levies.
5. In the case of a composite quotation or order confirmation, there is no obligation for us to deliver part of the goods included in the offer or confirmed goods at a corresponding part of the stated price, nor does our offer automatically apply to repeat orders.
6. Odara BV is only bound by its offer if the acceptance thereof is confirmed in writing by the potential buyer within 30 days. The prices stated in an offer or order confirmation are exclusive of VAT, unless stated otherwise.
AV: Article 4: Delivery
1. The buyer is obliged to purchase the purchased goods at the time when they are delivered to him or at the time when they are made available to him according to the agreement.
3. If the buyer refuses to take delivery or fails to provide information or instructions necessary for the delivery, the goods will be stored at the risk of the buyer. In that case, the buyer will owe all additional costs, including in any case storage costs.
AV: Article 5. Delivery time
1. Delivery times specified by Odara BV are always approximate and are never strict deadlines.
2. In the event of late delivery, the buyer must therefore give Odara BV notice of default in writing and Odara BV a reasonable term to still fulfill its obligations.
3. The delivery time specified by Odara BV will only start after all the necessary information is in its possession.
AV: Article 6. Partial deliveries
Odara BV is allowed to deliver sold goods and / or orders in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Odara BV is authorized to invoice each part separately.
AV: Article 7. Technical requirements etc.
1. If the goods to be delivered in the Netherlands must be used outside the Netherlands, Odara BV is not responsible for the goods to be delivered complying with the technical requirements, standards and / or regulations set by laws or regulations of the country where the goods are must be used. This does not apply if, when concluding the agreement, the use abroad has been reported and all necessary information and specifications have been submitted.
2. All other technical requirements that are set by the buyer for the goods to be delivered and that deviate from the normally applicable requirements, must be explicitly reported by the buyer when concluding the lease.
AV: Article 8. Samples, models and examples
If a model, sample or example has been shown or provided by Odara BV, this is presumed to have only been shown or provided by way of indication: the qualities of the goods to be delivered may deviate from the sample, model or example, unless it was expressly stated that would be supplied in accordance with the sample, model or example shown or provided.
AV: Article 9. Dissolution of the agreement
1. An agreement between Odara BV and a buyer can be dissolved immediately in the following cases:
if after the conclusion of the agreement Odara BV becomes aware of circumstances that give the user good grounds to fear that the buyer will not meet his obligations;
if Odara BV has asked the buyer at the conclusion of the agreement to provide security for the fulfillment and this security is not provided or is insufficient despite summons.
In the aforementioned cases, Odara BV is authorized to suspend the further execution of the agreement or to dissolve the agreement, all this without prejudice to the user's right to claim compensation.
2. If circumstances arise with regard to persons and / or materials of which Odara BV. uses or tends to use the performance of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so objectionable and / or disproportionately expensive that compliance with the agreement can no longer reasonably be required, Odara BV is authorized to dissolve the agreement.
3. An agreement can never be dissolved for specially ordered goods and / or services. Please ask before purchasing goods.
AV: Article 10. Guarantee
1.Odara BV guarantees that the goods delivered by it are free of design, material and manufacturing errors during a period as stated on the offer, order confirmation, delivery documents or the invoice relating to the delivered goods.
2. If a product shows a design, material or manufacturing defect, the buyer is entitled to repair the item. Odara BV can choose to replace the product if repair encounters objections. The buyer is only entitled to replacement if repair of the product is not possible.
3. The warranty does not apply if damage is the result of improper handling or incorrect follow-up of instructions.
4. Incorrect handling includes: bumping, falling, and incorrect placement / removal of the item.
5. If the warranty concerns a product that has been produced by a third party, the warranty is limited to the warranty given by that producer for that product.
6. The buyer cannot derive any right to the aforementioned guarantee provisions, as referred to in this article, until full payment has been made, in accordance with the invoice from Odara BV, of the goods delivered.
AV: Article 11. Retention of title
1. All goods delivered by Odara BV remain the property of Odara BV until the buyer has fulfilled all the following obligations under all purchase agreements concluded with Odara BV.
2. Goods delivered by Odara BV that fall under the retention of title pursuant to paragraph 1 may only be resold in the context of normal business operations and may never be used as a means of payment.
3. The buyer is not authorized to pledge the goods falling under the retention of title or to encumber them in any other way.
4. The buyer already gives unconditional and irrevocable permission to Odara BV or to a third party to be designated by Odara BV, in all cases in which Odara BV wishes to exercise its property rights, to enter all those places where the properties of Odara BV will then be located. and to take those things there.
5. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the buyer is obliged to inform Odara BV of this as soon as can reasonably be expected.
6. The buyer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as against theft and to provide the policy of this insurance for inspection on first request.
AV: Article 12. Defects; complaint terms
1. The buyer must inspect the goods or have them inspected upon delivery or as soon as possible afterwards.
The buyer must check whether the delivered goods meet the agreement, namely:
whether the correct goods have been delivered;
whether the delivered goods correspond in quantity (for example the quantity and the number) to the agreed;
whether the delivered goods meet the agreed quality requirements or, if these are missing, the requirements that may be set for normal use and / or commercial purposes.
2. If visible defects or shortages are found, the buyer must report these in writing to Odara BV within 24 hours after delivery.
3. The buyer must report non-visible defects in writing to Odara BV within 1 working day after discovery, but no later than 1 week after delivery.
4. Even if the other party lodges a complaint in time, its obligation to pay and take orders made will remain.
5. Goods can only be returned to Odara BV after prior written permission.
AV: Article 13. Price / Price increase
1. Unless expressly stated otherwise, the prices issued by us apply:
- in Dutch currency
- exclusive of VAT
- based on minimum quantities used by Odara BV
- excluding transport costs
2. If Odara BV agrees on a certain price with the buyer, Odara BV is nevertheless entitled to increase the price if Odara BV can demonstrate that significant price changes have taken place with regard to raw materials, currency and / or between the moment of offer and delivery. wages or otherwise unforeseen circumstances.
3. If the price increase exceeds 10%, the buyer has the right to dissolve the agreement.
AV: Article 14. Payment
1. Payment must be made within 10 days of the invoice date in a manner to be indicated by Odara BV in the currency in which the invoice was made.
2. After the expiry of 10 days after the invoice date, the buyer is in default by operation of law; from the moment of default on the due amount, the buyer owes interest of 11.20% per month unless the statutory interest is higher, in which case the statutory interest applies.
3. In case of liquidation, bankruptcy or suspension of payment of the buyer, the claims of Odara BV and the buyer's obligations towards the user will be immediately due and payable.
4. Payment must be made without discount or setoff.
5. Payments made by the purchaser always serve firstly to settle all interest and costs owed, and secondly to payable invoices that have been open the longest, even if the purchaser states that the payment relates to a later invoice.
AV: Article 15. Collection costs
1. If the buyer is in default or fails to fulfill one or more of his obligations, all judicial and extrajudicial costs to obtain payment will be borne by the buyer.
2. If Odara BV demonstrates that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement.
AV: Article 16. Liability
Odara BV is only liable to the buyer in the following way:
1. For damage as a result of defects in delivered goods, the liability only applies as regulated in Article 10 (Guarantee) of these conditions.
2. Odara BV is only liable if damage is caused by intent or gross negligence of Odara BV or its subordinates;
3. The liability of Odara BV is limited to the amount of the payment to be made by the insurer of Odara BV in this case.
4. If the insurance in any case does not provide cover or does not pay out, and Odara BV is liable, Odara BV's liability is limited to twice the invoice value of the transaction, at least that part of the transaction to which the liability relates.
5. Odara BV does not accept any liability for damage caused during assembly by Odara BV of Odara BV's products, due to the state of maintenance in which the buyer's equipment is located.
AV: Article 17. Force majeure
1. Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and case law, all external causes, foreseen or not foreseen, over which Odara BV cannot exert influence, but as a result of which Odara BV is unable to fulfill its obligations. including strikes in the company of Odara BV.
2. During force majeure, the delivery and other obligations of Odara BV are suspended. If the period in which fulfillment of the obligations by Odara BV is not possible due to force majeure lasts longer than 3 months, both parties are entitled to dissolve the agreement,
3. If Odara BV has already partially fulfilled its obligations upon commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as it was a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.
AV: Article 18. Dispute resolution
The judge in the place of residence of Odara BV has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to summon its counterparty before the competent court according to the law.
AV: Article 19. Applicable law
Dutch law applies to every agreement between the user and the buyer. The Vienna Sales Convention is expressly excluded.
© 2016 Odara bv. All rights reserved.