Eco Warehouse Legal Page
Table of Content
GENERAL SALES AND SUPPLY TERMS AND CONDITIONS
These Website Standard Terms and Conditions written on this webpage shall manage your use of our website, www.ecowarehouse.nl and www.ecowarehouse.eu and www.eco-warehouse.nl and www.b2b.ecowarehouse.eu accessible at www.ecowarehouse.eu and www.b2b.ecowarehouse.eu.
These Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these Website Standard Terms and Conditions.
Minors or people below 18 years old are not allowed to use this Website for ordering goods and services.
Intellectual Property Rights
Other than the content you own, under these Terms, Eco warehouse B.V. and/or its licensors own all the intellectual property rights and materials contained in this Website.
You are granted limited license only for purposes of viewing the material contained on this Website.
You are specifically restricted from all of the following:
publishing any Website material in any other media;
selling, sublicensing and/or otherwise commercializing any Website material;
publicly performing and/or showing any Website material;
using this Website in any way that is or may be damaging to this Website;
using this Website in any way that impacts user access to this Website;
using this Website contrary to applicable laws and regulations, or in any way may cause harm to the Website, or to any person or business entity;
engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website;
using this Website to engage in any advertising or marketing.
Certain areas of this Website are restricted from being access by you and Eco warehouse B.V. may further restrict access by you to any areas of this Website, at any time, in absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality as well.
In these Website Standard Terms and Conditions, “Your Content” shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant Eco warehouse B.V. a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be invading any third-party's rights. Eco warehouse B.V. reserves the right to remove any of Your Content from this website at any time without notice.
This Website is provided “as is,” with all faults, and Eco warehouse B.V. express no representations or warranties, of any kind related to this Website or the materials contained on this Website. Also, nothing contained on this Website shall be interpreted as advising you.
Limitation of liability
In no event shall Eco warehouse B.V., nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract. Eco warehouse B.V., including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
You hereby indemnify to the fullest extent Eco warehouse B.V. from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.
If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
Variation of Terms
Eco warehouse B.V. is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review these Terms on a regular basis.
Eco warehouse B.V. is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Governing Law & Jurisdiction
These Terms will be governed by and interpreted in accordance with the laws of The Netherlands, and you submit to the non-exclusive jurisdiction of the state and federal courts located in The Netherlands for the resolution of any disputes.
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GENERAL SALES AND SUPPLY TERMS AND CONDITIONS
Article 1 General
1.1 These terms and conditions are applicable to all sales and deliveries of the closed partnership with limited liability Eco warehouse B.V., located on the Zwolleweg 23, 3771NR Barneveld (Netherlands), hereafter to be called: 'Seller' on all agreements between the seller and a buyer, hereafter to be called: 'buyer'
1.2 Additional and/ or deviant terms and conditions - including purchase conditions - of the buyer are not part of the agreement between Seller and Buyer and do not bind the Seller, unless the Seller completely or partially accepts the terms and conditions of Buyer in writing.
1.3 Deviation from these terms and conditions will only be valid and enforceable if expressly agreed to by all parties in writing and, exclusively for the sales and (additional) conditions that they apply to. With regards to the other sales and (additional) conditions these terms and conditions will apply fully.
1.4 'Written' in these terms mean: by letter, by telefax or by electronic means.
1.5 In so far that these conditions are formatted in another language than Dutch, the Dutch text is deciding with differences.
1.6 If any stipulation of these terms and conditions is void or is destroyed, then the other stipulations will stand completely, and the void or destroyed stipulations of these terms and conditions will be replaced by valid stipulations where as much as possible of the void and destroyed stipulations will be taken into consideration.
Article 2 Sales, prices and establishment of the agreement
2.1 All sales of the Seller are non-binding
2.2 All shown images, drawings, models, colors and other specifications are only an indication. These are only binding if this is confirmed by the Seller explicitly in writing.
2.3 Unless otherwise agreed by the seller explicitly in writing, all specified by the seller prices in euros, excluding VAT, duties and other taxes, levies or royalties. The prices are base on Ex Works,
Zwolleweg 23, Barneveld, Netherlands (EXW, Incoterms® 2010) unless otherwise specified in writing.
2.4 Any alteration in one or more of the cost-determining factors such as purchase price (if changed with retroactive effect), exchange ratios, import duties, exchange taxes, increase of the raw materials, production costs or currency changes, that occur after the order confirmation but before delivery, will
give the seller the right at its own discretion, to charge a higher price or to cancel the order, without the buyer having any right to damages in this regard.
2.5 The agreement is concluded by acceptance in writing by the buyer. The confirmation is deemed to be accurate and complete. Additional agreements and/ or changes, by any person whatsoever, are only binding, if this has been confirmed by the seller in writing.
Article 3 Delivery
3.1 Delivery will take place based on the agreed upon destination site of Delivered At Place, (DAP, Incoterms® 2010) or Free Carrier, Barneveld, Netherlands (FCA, Incoterms® 2010).
3.2 The transport costs will be charged to the Seller if the net-value is more than: 100,- euros with domestic deliveries
250,- euros with deliveries in Belgium, Denmark, Germany and Austria; 500,- euros with deliveries in other EU countries.
3.3 The delivery period is agreed upon per transaction. Specified delivery periods are only only an indication and are not to be considered fatal. Seller is not previously in default with regards to the delivery period, after he has been put into default by the buyer, if she has been given the opportunity to still deliver within a reasonable period and the seller has not given any effect.
3.4 The delivery period does not start before an agreement has been concluded in accordance with what has been determined in article 2, and if the buyer has supplied the necessary data to the Seller to perform the agreement and the Seller has received the advance payment from the Buyer.
3.5 As soon as the Seller notices that the specified period has been exceeded, the Seller will contact the Buyer. The obligations of the Buyer will remain unchanged. Only with excessive overrun (more than
(8) weeks) of the agreed upon delivery period, the Buyer has the right to terminate the agreement, unless the termination is cause by force majeur. However the buyer is never entitled to any fines or damages.
3.6 The Seller is entitled but not obligated to deliver the products in shares, in which case the terms (payment) described below will also apply to each share sale.
3.7 The buyer has a purchase obligation. If the Buyer does not accept the products on the agreed upon date, the Buyer is in default and the Seller can (i) terminate the conditions without legal ramifications;
(ii) send the products to the buyer at their expense and risk; (iii) keep the products at the expense and risk of the Buyer. All costs resulting from above conditions, which includes possible capital loss, are to be charged to the Buyer. The above is unabated applicable to the rights of the Seller.
3.8 Buyer is responsible for getting the delivery note signed by a qualified employee.
Article 4 Payment
4.1 Unless agreed upon otherwise in writing, only (complete or partial) advance will be supplied.
4.2 If no (complete or partial) advance has been agreed upon, payment needs to occur by the Buyer within fourteen (14) days after the invoice date, unless specified otherwise in writing by the Seller. Payment needs to occur in euros without deduction of any discount, bank charges or any set-off, by deposit or transfer to the bank account specified by the Seller. Payment is deemed to have taken place first, as soon as the amount due has been irrevocably credited to Seller's bank account.
4.3 If the Buyer has not satisfied the payment obligation to the Seller within the agreed upon term, he is- without required prior notice or notice of default - in default, and from the start of the default due an interest of one and a half percent (1.5%) interest per month over the claimable amount, of which a part of the month counts as a whole month.
4.4 All costs, both the judicial and extrajudicial expenses, with regards to the collection of the by the Buyer owed amount and the not timely made amount, are to be charged to the Buyer. The extrajudicial costs will be fixed at a minimum of 15% of the concerned invoice amount, and will amount to at least EUR 150,= per claim
4.5 Any objections against a invoice need to be submitted within eight (8) days after the invoice date with the motivation by the Seller. After the end of this term complaints will no longer be taken into consideration, and the Buyer has processed his rights with regards to this. Complaints against the height of the submitted invoices do not suspend the payment obligation of the Buyer.
4.6 The Seller is entitled to suspend the fulfillment its obligations till the Buyer has settled all its claimable payment obligations.
Article 5 Retention of title
5.1 All products delivered to the Buyer will remain owned by the Seller till the moment of complete payment of all amounts, including any interests and costs, that the Buyer owes for the products delivered or still to be delivered under any agreement and / or failure to comply with such an agreement.
5.2 Buyer is obliged to take care of the careful handling of the products and to ensure that they are insured against the usual risks and do not have the right to, rent, alienate, use and / or deliver the products supplied, other than with the written consent of the Seller, as long as the Buyer has not fully fulfilled his obligations towards Seller. However, it is permissible for the Buyer to use or sell the products within its normal course of business, provided that, until Buyer has paid the products in full and has fulfilled his other obligations under similar agreements with the Seller, the Seller agrees with the rights of the Buyer towards service customers. The Buyer shall, as far as necessary, bear such rights to the Seller as to which the Seller accepts this transfer. However, the Buyer is not permitted to alienate the products in the course of his normal business at the time when Buyer has requested payment or if Buyer has been declared bankrupt.
5.3 If and as long as the Seller is owner of the products, the Buyer will immediately notify the Seller when the products will be seized or otherwise claim has been made on (any part of ) the products. Also, the Buyer will notify the Seller (in this case), where the products can be found that are owned by the Seller. With seizure or (temporary) suspension of payment the Buyer will immediately notify the summoner of the administrator to the (property) rights of the Seller. The Buyer is responsible for
getting the seizure of the products lifted.
5.4 If the same kind of products have been delivered on one or more of the unpaid invoices, the present products will be deemed delivered on the unpaid invoices.
Article 6 Confidentiality
6.1Buyer commits to confidentiality of all confidential information and data received as a part of the agreement with Seller. Information and data are considered confidential if this has been indicated as so by the Seller or if the nature of the information and/or date makes it so.
Article 7 Claiming
Buyer is required to check the packing and products for flaws and/or any other defects immediately after receiving the products. Any and all shortcomings, visible flaws and/or defects are to be noted on the transportdocument or receipt by the Buyer. Writter complaints should be sent to the Seller as quick as possible, but no later than two (2) days after receiving the products, by specifically reciting the nature of the complaint, in absence of this, the Buyer will be considered to have accepted the delivered products. Using the products means acceptance of them.
In case of a complaint the Buyer is required to return the products at own cost and risk to Seller, so Seller can investigate them.
A complaint does not give the Buyer the right to eschew his (payment) responsibility towards Seller, or to appeal to a discount, settlement or suspension.
If a complaint is sent in timely and the Seller admits to the fault, then the Seller is bound to choose from either delivering the products as it was ordered, replacing (part of) the defective part or taking back the product and crediting the Buyer for the amount paid, where shipping and return costs are paid by the Seller. In no situation is the Seller required to reimburse other costs and/or damage.
If a complaint is not accepted by the Seller, the shipping and return costs are to be paid by the Buyer.
The previous articles are not detrimental to the Buyer concerning the law of hidden defects to items delivered. Buyer is obligated to send a written complaint of hidden defects to the Seller in a timely fashion, which is two (2) days after they are established or could have been reasonably established, or definitely within four (4) months after they have been delivered.
Minor commerce acceptable or technically unavoidable defects in quality, colour, model, finish, workmanship etc can not result in a complaint.
Article 8 Accountability
The accountability of the Seller towards the Buyer is limited to the fulfillment of the obligations described in article 7.4.
In the event of willful intent or gross negligence of Seller and subject to the legal accountability on the mandatory provisions of the law, the seller is not accountable for any losses suffered by the Buyer. Accountability for indirect damages, consequential damages, immaterial damages, trading loss, lost profit, defects resulting from damages, loss, theft of goods of the Buyer, or damages caused by the accountability of third parties, is furthermore explicitly excluded.
In case and as far as possible, the Seller has any accountability arising from any and all situation, despite that which is mentioned above, then the accountability is limited to the net invoice amount of the concerning products in the understanding that the Seller can only be accountable for the maximum amount of (five thousand) 5.000,- euro for every case of damage. A series of related damaging events are for the purpose of this article considered to be one event/damage case.
Unless the damages are a direct result of gross fault or intent of the Seller, the Buyer will indemnify the Seller to all claims of third parties, directly or indirectly connected to (the use of) the delivered products and will reimburse the Seller for all losses resulting from such third party claims.
Article 9 Suspension and dissolution
9.4The Seller is justified to suspend the agreement between himself and the Buyer, as far as this has not yet been carried out, without legal interference and without declaration of default within a reasonable timeframe and/or terminate the agreement without the obligation to pay damages, in the event the Buyer does not (timely), properly or fully meet the (payment) obligations following from the agreements made with the Seller, or in case there are grounds to believe that the Buyer will not meet his obligations in a timely fashion, including bankruptcy and moratorium of payment of the Buyer or from suspension or liquidation of his company.
Suspension and dissolution does not change the obligations for products that have already been delivered. In addition the Seller is authorised to claim compensation of damages, cost and interest, from the Buyer, which includes the Seller's lost proft. These claims can be demanded immediately.
If the Buyer is found in default or has not been able to meet one or more of his obligations. then all reasonable costs to ensure that the Buyer does meet these obligations, in as well as out of legal boundaries, the legal support the Seller needs as a result of the Buyer not meeting his obligations, is to be paid full by the Buyer.
Article 10 Annulment
In general the cancellation of an order by Buyer is not possible. In case the Buyer still makes a partial or complete cancellation of the order for any reason whatsoever, he is obligated to pay all reasonable costs made by the Seller towards completing the order (this also includes costs made for preparation etc), the right of the seller to claim damages for lost profit remains undiminished in this. Furthermore the buyer is obligated to pay any costs following the cancellation of the order.
The Buyer is also obligated to pay a cancellation fee. This amounts to 10% of the complete charge on which VAT is yet to be added.
Article 11 Force Majeure
11.1 The seller is not forced to meet any obligation from the agreement, in case they have been preventing from doing so through force majeure.
11.2 Force Majeur in the context of this article means the circumstances that reasonably prevent the (timely) delivery by the Seller, which for example includes but is not limited to impeding governmental measures, transport impediments, strikes, fire, defective machines, boycots, sanctions, ware, dangers of war and natural disasters.
11.3 In case the Seller is faced with force majeure and has already partially completed his obligations, then the Seller is allowed to send an invoice for the obligations which he has already met and the Buyer is obligated to pay the invoice as if this was a separate agreement. The Seller has the right to change the contents of the agreement in a way that makes following it possible.
11.4 When the force majeur situation exceeds (forty five) 45 days, then the Seller as well as the Buyer has the right to end the agreement by termination. The buyer is not entitled to compensation for damages in this case.
Article 12 Applicable law and competent court
Dutch law is exclusively applicable on these terms and agreements, all offers made by the Seller and all agreements between Buyer and Seller. The applicability of the Viennese Trade Agreement is explicitly excluded.
All conflicts that arrise between Seller and Buyer are exclusively settled by a judge who is competent in the area where the Seller is located, the authority of the Seller to choose to present the conflict to a judge in the area where the Buyer is located remains undiminished.
These general sales and delivery terms are registered at the office of the Chamber of Commerce. January 2018
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