Delivery and payment conditions
DELIVERY AND PAYMENT TERMS AND CONDITIONS of the private company XPERT DATA B.V., with its registered office and principal place of business in Oldenzaal.
1. Validity of these terms
1.1. These terms and conditions apply to all offers, agreements and/or assignments entered into by Xpert Data b.v. (also referred to as the seller) with third parties.
1.2. If the client uses delivery, sales or purchase conditions that deviate from our conditions, these will not bind us unless they are expressly accepted in writing.
1.3. A client who has purchased from the seller under the present terms and conditions is deemed to have tacitly agreed to the applicability of these terms and conditions with any subsequent orders given by him orally, in writing, by telephone, telegraphic or otherwise, regardless of whether such an order was made in writing. is attached.
2.1. All quotations and offers are without obligation, unless they contain a term for acceptance.
2.2. We have the right to refuse an order without stating reasons.
3.1. Quotations are always made on the basis of the prices applicable at the time of the conclusion of the agreement. If price increases should occur afterwards (e.g. due to an increase in duties, excise duties, etc.), we reserve the right to pass on the price difference to the client.
3.2. The prices quoted are always exclusive of sales tax.
3.3. Discounts are granted per transaction and do not give any right to those discounts in subsequent transactions.
4. Cancellation and Change
4.1. For cancellation of an order, our permission is required. In the event of cancellation of an assignment given to us, all costs incurred by us in connection with 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 20% of the principal with regard to cancellation costs, without that we are obliged to demonstrate that reported costs have actually been incurred by us.
4.2. The provisions of the preceding article apply without prejudice to our right to compensation for loss of profit, plus the other damage resulting from the cancellation in question.
4.3. If Xpert Data b.v. is prevented from performing the agreement in whole or in part due to force majeure or other circumstances beyond its control, it is entitled, at its discretion, to suspend performance until the force majeure or those circumstances have ceased to exist, either the agreement in whole or in part partially dissolved by a letter or fax addressed to the client, without being obliged to pay any compensation.
5. Delivery and transportation
5.1. Stated delivery times will never be regarded as a deadline and are approximate, unless expressly agreed otherwise.
5.2. The goods to be delivered will be transported - unless otherwise stipulated - at the expense of the client.
6. Retention of title
6.1. The ownership of the delivered goods transfers from us to the buyer only after the buyer has paid the purchase price and everything else that it owes us under this agreement (including interest and fines).
6.2. If the buyer fails to fulfill any obligation under the agreement, the seller is entitled to take back the goods without notice of default. The buyer authorizes the seller to enter the place where these items are located.
6.3. The buyer is obliged to inform us if goods on which the retention of title rests are seized.
6.4. It is not permitted to pledge the goods in whole or in part to third parties or to transfer ownership thereof outside the normal course of business until full payment has been made.
7.1. Any complaints must be made in writing immediately, but no later than 3 days after receipt of the goods or the provision of the services, in order to give the seller the opportunity to investigate the correctness and nature of the complaint.
7.2. The client who has not examined the delivered goods for soundness within 3 days of receipt, is deemed to have approved the delivery or the performance.
7.3. Goods delivered by us will only be taken back, subject to a timely complaint, if they are delivered carriage paid to our warehouse after our permission.
7.4. The value of the returned goods will be settled with the client, after deduction of the costs incurred by the seller.
8.1. Minor deviations in quality, which normally cannot be avoided or which are generally permitted according to commercial practices, cannot constitute grounds for complaint.
8.2. When assessing whether a delivery deviates outside the permissible limits, an average must be taken from the delivery. It is therefore not possible to reject a few copies.
9.1. Subject to what is stated in 9.3. is determined provided Xpert Data b.v. a warranty on material and manufacturing defects on the goods delivered by it. This warranty only means that Xpert Data b.v. - at its discretion - will repair these errors to the best of its ability or replace the goods. Products or parts thereof that are replaced become the property of Xpert Data b.v..
9.2. The warranty does not apply if the errors are wholly or partly the result of incorrect, careless or incompetent use for purposes other than normal (business) purposes, from external causes or if the products are used by parties other than Xpert Data b.v. have been changed or opened.
9.3. Unless otherwise agreed, with regard to the data provided by Xpert Data b.v. delivered goods have a guarantee for a period of 12 months after the time of delivery.
9.4. If Xpert Data b.v. receives the goods from a supplier, the warranty is limited to the applicable warranty of the supplier. Xpert Data b.v. will inform the customer at his request about the applicable conditions.
10.1 If Xpert Data b.v. is held liable for the damage due to a faulty delivery, it is only liable for the (demonstrable) damage that is the direct and immediate consequence of the execution of the agreement by Xpert Data bv, on the understanding that the damage is limited to the amount of the purchase price of the relevant order.
10.2 In line with the previous article, we expressly exclude our liability for consequential or trading loss from shortcomings and/or defects in this regard.
10.3 We are not liable for damage caused to or by the delivered goods if this is the result of incorrect and/or inadequate cooling, storage, display (etc.) of these goods.
10.4 The client is obliged to indemnify and indemnify us for all costs, damage and interests, which we may have incurred as a direct or indirect consequence of claims by third parties against us in respect of incidents, acts or omissions for which we are not liable. .
11. Payment Terms
11.1. Unless stated otherwise on the invoice, payment must be made, without any discount, no later than 14 days after the invoice date, by deposit or transfer to a bank account specified by us.
11.2. If the payment term is exceeded, the buyer is legally in default without any notice of default being required and the buyer is obliged to pay an interest of 1½% per month on the amount owed, for the duration of the default.
11.3. All judicial and extrajudicial costs that we have to incur are for the account of the defaulting buyer. The extrajudicial costs amount to 15% of the outstanding amount, including any interest due, a minimum of € 150.00.
11.4. The other party is not permitted to deduct the seller's payment obligations under this agreement from what the other party owes by way of compensation.
12. Governing Law & Disputes
12.1. Dutch law applies to all agreements and transactions.
12.2. With due observance of article 100 of the Code of Civil Procedure, all disputes arising out of or in connection with an agreement between Xpert Data b.v. and the agreement concluded with its customer will only be notified by the competent court in Haarlem, on the understanding that Xpert Data b.v. reserves the right to bring any dispute before the court with jurisdiction in the buyer's place of residence.
13. Explicit termination clause with regard to deliveries to Belgian customers
13.1. With regard to deliveries to Customers established in Belgium, the following stipulations apply in addition to the foregoing conditions.
“In the event of non-payment on the due date, the sale may be considered null and void by us by operation of law and without notice.
The goods remain the property of the seller until full payment of the price. All risks are borne by the buyer.
The advances paid remain acquired by the seller as compensation for possible losses in the event of resale”.
“En cas de non-paiement à l’échéance le vendeur peut considérer celle-ci comme résolue de plein droit et sans mise en demeure.
Le vendeur se réserve la propriété des marchandises jusqu’au complet paiement.
Les risques sont à charge de l’acheteur.
Les acomptes pourront être conservés pour couvrir les pertes éventuelles à la revente”.