Lomed Nederland B.V., based in Den Bosch, KvK number 16059084, is referred to as a seller in these terms and conditions.
The other party of seller is referred to as buyer in these terms and conditions.
Parties are seller and buyer together.
The agreement refers to the purchase agreement between the parties.
Article 2: Applicability and conditions
These conditions shall apply to all tenders, offers, agreements and supplies of services or goods by or on behalf of the seller.
Deviating from these terms is only possible if this has been agreed expressly and in writing by the parties.
Article 3: Payment
The full purchase price is always paid immediately in the store. Reservations may in some cases include a deposit. In that case, the buyer will receive proof of the reservation and the advance payment.
If buyer doesn’t pay on time, he defaults. If the buyer defaults, the seller is entitled to suspend the obligations until the buyer has fulfilled his payment obligation.
If the buyer defaults, the seller will proceed to recovery. The costs relating to that recovery shall be borne by the buyer. These collection costs are calculated on the basis of the Decision on reimbursement for out-of-court collection costs.
In the event of liquidation, bankruptcy, attachment or suspension of payment from the buyer, the seller’s claims on the buyer are immediately payable.
If the buyer refuses to cooperate in the execution of the contract by seller, he is still obliged to pay the agreed price to the seller.
Article 4: Offers, offers and prices
Offers are non-binding, unless the offer mentions a deadline of acceptance. If the offer is not accepted within that time limit, the offer will expire.
Delivery times in tenders are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless the parties have agreed otherwise expressly and in writing.
Offers and quotes do not automatically apply to reorders. The parties must agree on this explicitly and in writing.
The price listed on offers, quotations and invoices consists of the purchase price including the VAT due and any other public levies.
Article 5: Amendment of the Agreement
If, during the implementation of the Agreement, it appears that it is necessary for the proper performance of the contract to amend or supplement the work to be carried out, the Parties shall adapt the agreement accordingly in good time and by mutual agreement.
If the parties agree that the agreement will be amended or supplemented, it may affect the time of completion of the implementation. Seller will notify the buyer as soon as possible.
If the modification or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer in writing in advance.
If the parties have agreed a fixed price, the seller shall indicate the extent to which the modification or addition of the agreement will result in an overrun of that price.
By way of derogation from paragraph 3 of this Article, the seller may not charge an additional fee if the change or supplement is due to circumstances which may be attributed to him.
Article 6: Delivery and transfer of risk
Once the purchased purchased by the buyer is received, the risk passes from seller to buyer.
Article 7: Research, advertisements
Buyer is required to (do) the delivered at the time of (delivery) delivery, but at least within as short a time frame as possible. In doing so, the buyer should examine whether the quality and quantity of the delivered correspond to what the parties have agreed, at least that quality and quantity meet the requirements of normal (commercial) traffic.
Advertisements relating to damage, shortages or loss of goods delivered must be submitted by the buyer in writing to the seller within 14 working days of the day of delivery of the goods.
If the complaint is justified within the time limit set, the seller has the right to either recover or re-deliver, or to fore and to send a credit note to the buyer for that part of the purchase price.
Slight and/or usual deviations and differences in quality, number, size or finish can not be opposed to the seller.
Complaints relating to a particular product do not affect other products or components associated with the same agreement.
After processing the goods with the buyer, no more advertisements are accepted.
Article 8: Samples and models
If a sample or model has been shown or provided to the purchaser, it is suspected to have been given only as an indication without the case to be supplied having to comply. This is different if the parties have explicitly agreed that the case to be delivered will be in line with this.
In the case of contracts in respect of immovable property, indication of the area or other dimensions and indications shall also be suspected to be intended only as an indication, without the case to be supplied having to comply.
Article 9: Delivery
Delivery takes place ‘ex-factory/shop/warehouse’. This means that all costs are for copper.
The buyer is obliged to take the items from him at the time when the seller delivers it to him or delivers them to him, or at the time when these items are made available to him under the agreement.
If buyer refuses purchase or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the business on behalf and risk of buyer.
If the items are delivered, the seller is entitled to charge any delivery fees.
If the seller needs buyer’s details for the execution of the contract, the delivery time will start after the buyer has made this information available to the seller.
A seller-specified delivery deadline is indicative. This is never a fatal term. If the deadline is exceeded, the buyer must default in writing.
The seller is entitled to deliver the items in in part, unless the parties have otherwise agreed in writing or do not receive a self-employed value. Seller is entitled to invoice these parts separately upon delivery in parts.
Article 10: Force majeure
If the seller is unable to comply with his obligations under force majeure, not timely or not properly fulfilling his obligations under force majeure, he will not be liable for damages suffered by the buyer.
Force majeure shall in any case mean any circumstance which the seller was unable to take into account at the time of entering into the contract and as a result of which the normal implementation of the agreement cannot reasonably be required by the buyer such as, for example, sickness, war or danger of war, civil war and riot, molestation, sabotage, terrorism, energy failure, flood, earthquake, fire, business occupation, work stoppages, job exclusion, modified government measures , transport difficulties, and other failures in the salesman’s business.
Furthermore, force majeure means the fact that subcontractors on which the seller is dependent for the performance of the contract do not fulfil the contractual obligations to the seller, unless this is to be blamed on the seller.
If a situation such as this arises as a result of which the seller cannot fulfil his obligations to the buyer, those obligations shall be suspended as long as the seller cannot fulfil his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall have the right to terminate the agreement in writing in whole or in part.
If force majeure persists for more than three months, the buyer has the right to terminate the contract with immediate effect. Dissolution can only be done by a registered letter.
Article 11: Transfer of rights
Rights of a Party to this Agreement may not be transferred without the prior written consent of the other Party. This provision shall be considered as a clause having legal effect as referred to in Article 3:83, second paragraph, Civil Code.
Article 12: Reservation of ownership and retention
The items present by the seller and delivered items and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can rely on his reservation of ownership and take back the business.
If the agreed amounts are not paid in advance or are not paid on time, the seller has the right to suspend the work until the agreed part is still paid. This will leave creditors absent. In that case, a late delivery cannot be opposed to the seller.
The seller is not authorized to pledge the matters covered by his reservation of ownership or to object in any other way.
The seller undertakes to insure and ensure that the items supplied to the buyer under reservation of ownership are insured against fire, explosion and water damage, as well as against theft and to make the policy available for inspection at first request.
If items have not yet been delivered, but the agreed payment or price has not been paid in accordance with the agreement, the seller has the right of retention. The case will not be delivered until the buyer has paid in full and in accordance with the agreement.
In the event of liquidation, insolvency or suspension of payment of the buyer, the obligations of the buyer are immediately payable.
Article 13: Liability
Any liability for damage resulting from or related to the performance of an agreement shall always be limited to the amount paid by the concluded liability insurance(s) in the case in question. This amount is increased by the amount of the excess according to the relevant policy.
It is not excluded that the seller’s liability for damages resulting from intentional or deliberate recklessness by the seller or his managerial subordinates is not excluded.
Article 14: Obligation to lodge a complaint
Buyer is obliged to report complaints about the work done directly to the seller. The complaint contains the most detailed description of the defect, so that the seller is able to respond appropriately.
If a complaint is justified, the seller is required to restore it properly and possibly replace it.
Article 15: Guarantees
If guarantees are included in the agreement, the following shall apply. Seller guarantees that the sale complies with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make of it. This guarantee shall apply for a period of two calendar years after the purchase is actually put into service.
The purpose of the guarantee in this guarantee is to establish a risk distribution between the seller and the buyer in such a way that the consequences of a breach of a guarantee are always fully borne and risk by the seller and that the seller can never invoke Article 6:75 of the trade mark in a breach of a guarantee. The previous sentence also applies if the infringement was known to the buyer or could have been known by carrying out an investigation.
The said guarantee shall not apply where the defect has arisen as a result of improper or improper use or where , without permission, the buyer or third parties have made or attempted to make or have used the purchased for purposes for which it is not intended.
If the guarantee provided by the seller relates to a case produced by a third party, the guarantee shall be limited to the guarantee provided by that producer.
Article 16: Applicable law
This agreement between seller and buyer is only covered by Dutch law. The Dutch court has jurisdiction.
The applicability of the Vienna Convention on Purchase is excluded.
Where, in legal proceedings, one or more provisions of these general conditions are considered unreasonably onerous, the remaining provisions shall remain in force without prejudice.
Article 17: Arbitration clause
All disputes arising between the parties concerning the interpretation of the agreement in any form, whether factual or legal or a result, shall be settled by arbitration. It does not matter whether those disputes are considered as such by either party or by both parties.
The arbitration committee always has a judge as chairman. Arbitration takes place near the residence of the consumer. The arbitrators have to judge by the law.