Terms and Conditions videt surfaces GmbH
These general terms and conditions, established as of November 8, 2021, belong to videt surfaces GmbH, a wholesaler specializing in building materials, registered with the Chamber of Commerce under number 83878181. The general terms and conditions can be consulted at http://www.videt-surfaces. com/terms and conditions and filed with the Chamber of Commerce. The most recently filed version or the version that applied at the time of the conclusion of the agreement with videt surfaces GmbH is always applicable.
Applicability
Article 1 paragraph 1
1.1 These general terms and conditions apply to all videt surfaces GmbH offers made and on all videt surfaces GmbH agreements entered into by whatever name. In particular, these terms and conditions also apply to videt surfaces GmbH agreements entered into for the delivery of products and services to customers of videt surfaces GmbH.
Article 1 paragraph 2
1.2 Where reference is made in these general terms and conditions to ‘Customer’, this must be understood to mean any natural or legal person belonging to videt surfaces GmbH is in a contractual relationship, pursuant to a contract with videt surfaces GmbH concluded and/or to be concluded purchase agreement or other agreement. In particular, the Customer is also understood to mean the person for whose account and on whose behalf products and/or services are delivered.
Article 1 paragraph 3
1.3 It is only possible to deviate from the provisions of these general terms and conditions if and insofar as videt surfaces GmbH has expressly agreed to this or if videt surfaces GmbH has been agreed in writing. If tacitly or explicitly one or more times the present terms and conditions have been deviated from, the Customer cannot derive any rights from them with regard to agreements concluded subsequently.
Article 1 paragraph 4
1.4 Where in these general terms and conditions reference is made to (delivery of) products, this also includes the provision of services and activities of whatever nature.
Offers and conclusion of agreement
Article 2 paragraph 1
2.1 The to videt surfaces GmbH given order is considered an offer. This offer is made by videt surfaces GmbH accepted, as soon as videt surfaces GmbH has been confirmed in writing, or videt surfaces GmbH the actual execution of the offer has commenced in another way that is known to the Buyer.
Article 2 paragraph 2
2.2 The agreement is concluded as soon as videt surfaces GmbH has accepted the offer, which acceptance is binding on the Customer. Acceptance can be express and tacit. Tacit acceptance is deemed to have taken place if not within 5 days of receipt of an order by videt surfaces GmbH the Purchaser has been informed in writing that the order has not been accepted.
Article 2 paragraph 3
2.3 Each with Videt B.V. The agreement entered into contains the resolutive or suspensive condition, at the discretion of videt surfaces GmbH, that videt surfaces GmbH of sufficient creditworthiness of the Customer, such at the sole discretion of videt surfaces GmbH; videt surfaces GmbH for this reason has the right to refuse an order from a Customer.
Article 2 paragraph 4
2.4 videt surfaces GmbH is entitled to demand from the Customer that it provides security for the fulfillment of its obligations, in particular also after the agreement has been concluded. If the information provided by videt surfaces GmbH required security is not provided, videt surfaces GmbH suspend the performance of its obligations and/or dissolve the agreement without judicial intervention, without prejudice to any other rights such as those for videt surfaces GmbH arising from common law.
Article 2 paragraph 5
2.5 Information regarding the sold item, such as properties, quality, color, etc., as well as information in printed matter, drawings, images, samples, etc., provided by videt surfaces GmbH provided with the offer are provided to the best of our knowledge and with the greatest care, but can never be regarded as binding.
Article 2 paragraph 6
2.6 In exceptional cases, at the discretion of videt surfaces GmbH, videt surfaces GmbH agree to cancel an order. This permission must then be given in writing. In the event of cancellation of an order by the Customer, all costs incurred, as well as damage and interest will be charged to the Customer.
Article 2 paragraph 7
2.7 Agreements and/or promises made and/or made by employees of or on behalf of videt surfaces GmbH, bind videt surfaces GmbH only if these agreements and/or commitments are made by directors of videt surfaces GmbH authorized to represent them. have been expressly confirmed in writing.
Article 2 paragraph 8
2.8 videt surfaces GmbH reserves the right to refuse orders/orders without stating reasons. Such a refusal never gives any right to compensation.
Article 2 paragraph 9
2.9 Subject to the express written permission of videt surfaces GmbH the Customer is prohibited from having any rights or obligations with videt surfaces GmbH to transfer agreements concluded to third parties, including companies affiliated with the Customer.
Article 2 paragraph 10
2.10 If a joint contract is concluded with two or more Customers, they are each jointly and severally liable for the full fulfillment of the agreement concluded by them.
Article 2 paragraph 11
2.11 The Customer authorizes videt surfaces GmbH to order the order by a videt surfaces GmbH to be designated by a third party, at a time to be determined in further consultation. The Customer agrees to the transfer by videt surfaces GmbH to third parties of all rights and obligations arising from the services provided by videt surfaces GmbH agreement(s) concluded with the Customer.
Prices
Article 3 paragraph 1
3.1 Unless expressly stated otherwise, the prices are in euro currency, exclusive of turnover tax, on the basis of the prices quoted by videt surfaces GmbH the minimum basic quantities used, excluding the costs of packaging and/or packaging and the transport costs are not included, but are at the expense of the Customer.
Article 3 paragraph 2
3.2 If not determined otherwise at the time of the conclusion of the agreement, the prices and delivery conditions stated in the administration of videt surfaces GmbH and as they apply to the relevant Customer on the day of delivery.
Article 3 paragraph 3
3.3 The prices and offers of videt surfaces GmbH The products offered, which are provided with a price label, are without obligation. In the event of a difference between the label price and the invoice price, the invoice price is binding.
Article 3 paragraph 4
3.4 The delivered quantities or weights are determined by videt surfaces GmbH stated on a delivery document. If the Customer has not expressed his objection to this within 24 hours of receipt at the latest, the quantity or weight stated on the delivery document will be deemed to represent the delivered goods correctly.
Article 3 paragraph 5
3.5 All agreed prices are binding, unless after the offer one of the cost-determining factors of the product changes in the period between the time of offer and the time of delivery and resulting price increases by videt surfaces GmbH are hardly or not at all influenced. In such cases videt surfaces GmbH the right to adjust the agreed price accordingly, regardless of whether or not the cost price increase was foreseeable at the time of the offer, all this with due observance of the applicable legal regulations.
Article 3 paragraph 6
3.6 If a price increase as referred to in the previous paragraph amounts to 10% or more, the Customer has the right to cancel the related agreement without costs, but without any right to compensation. If the products have already been delivered, they will be returned to videt surfaces GmbH as soon as possible after cancellation. be retrieved. Until the time that the products are taken back, however, the Customer remains fully liable for quality reduction, damage, theft and the like.
Delivery, delivery times and delivery risk
Article 4 paragraph 1
4.1 Delivery is made:
a. by making the sold items available to videt surfaces GmbH.
b. by delivery of the goods sold to the location where the Customer’s company is located.
Article 4 paragraph 2
4.2 When the sold item is made available to the address of videt surfaces GmbH for the benefit of the Buyer, if the Buyer does not immediately take the purchased items with him, within 5 days of the date of the message from videt surfaces GmbH to the Buyer that the sold item is at its disposal, to collect the item sold. If the Buyer fails to collect the sold item within the aforementioned term, videt surfaces GmbH is entitled to charge the Buyer 1% of the goods value per week or part thereof (with a maximum of € 50.00 per week) as a deposit.
Article 4 paragraph 3
4.3 Upon delivery of the goods sold to the Customer’s address, the goods supplied by videt surfaces GmbH stated delivery times can never be regarded as deadlines, unless expressly agreed otherwise in writing. The information provided by videt surfaces GmbH specified delivery times start at the moment when the agreement is concluded and all data required for the execution of the order is in the possession of videt surfaces GmbH to be. Delay in delivery cannot be a reason for the buyer to dissolve the agreement, unless videt surfaces GmbH in this respect the limits of reasonableness have been exceeded. Delivery times can be extended and/or orders given can be suspended by the time during which the Customer pays videt surfaces GmbH any amount due or payable. left unpaid.
Article 4 paragraph 4
4.4 When the products are delivered to the Customer’s address, videt surfaces GmbH will determine the method of transport. determined. The Customer must immediately take delivery of the products. The Customer is obliged to ensure a sufficient and easily accessible loading and unloading place and to promote the shortest possible waiting time. Transporting or moving the products in any way within the business premises or on the premises of the Customer is never included.
Article 4 paragraph 5
4.5 The partial delivery of ordered products is permitted. videt surfaces GmbH is entitled to immediately invoice the Customer for the products already delivered.
Article 4 paragraph 6
4.6 If and as soon as the products sold are delivered to the address of videt surfaces GmbH have been made available to the Purchaser (or, if he does not immediately take the products with him, by the mere notification from Videt B.V. that the item sold has been segregated for its benefit), the risk thereof shall pass to the Purchaser.
Article 4 paragraph 7
4.7 When the products sold are delivered to the address of the Customer, the loading, transport and unloading will take place at the risk of videt surfaces GmbH. As soon as the products to be delivered have been unloaded at the Customer’s company, the risk thereof passes to the Customer. If the Buyer requests that the products be delivered in a manner other than the usual way, videt surfaces GmbH charge the related costs to the Customer.
Article 4 paragraph 8
4.8 The Customer is obliged to purchase the ordered and delivered products and to pay immediately in accordance with the agreed payment conditions, without any reliance on discount or compensation. By paying the invoice amount or signing a packing slip, the Customer confirms receipt of the products. If the Customer does not meet its purchase obligation or payment obligations, videt surfaces GmbH entitled to declare the agreement dissolved without judicial intervention.
Article 4 paragraph 9
4.9 By videt surfaces GmbH Products delivered incorrectly can only be returned if they are provided with a certificate issued by videt surfaces GmbH return slip provided and which products must meet the following conditions:
– bear the original labels and/or stickers, be accompanied by a copy of the delivery document, the date of which is not older than 7 days;
– are in the original, unopened packaging;
– belong to the normal videt surfaces GmbH range;
– be in good condition and re-saleable at normal prices;
– are returned within the specified time limit specified by videt surfaces GmbH stated term(s).
Article 4 paragraph 10
4.10 If suppliers of videt surfaces GmbH initiated recall actions occur in connection with product defects arising during manufacture or packaging, the Customer must act with the products concerned in accordance with the instructions issued by videt surfaces GmbH in those cases announced recall procedure.
Article 4 paragraph 11
4.11 It is possible for videt surfaces GmbH no obligation to deliver arises if outside Videt B.V. to be sent directly to a relation of videt surfaces GmbH by third parties. products are delivered for which the invoicing is via videt surfaces GmbH happens.
Article 4 paragraph 12
4.12 The Customer is obliged to return the empty packaging in its possession to videt surfaces GmbH as soon as possible. return, unless expressly agreed otherwise. The obligation of videt surfaces GmbH the return of packaging only applies if it is in good condition, clean and free of waste and residual material.
Article 4 paragraph 13
4.13 If return packaging is delivered bad or unsorted by the Customer, videt surfaces GmbH is entitled to charge the additional handling costs to the Customer.
Article 4 paragraph 14
4.14
If Videt B.V. If the Purchaser or the government is obliged to take back packaging, residual material and the like upon delivery of the products, the associated costs, including any costs of destruction, will be borne by the Purchaser.
Complaints and Advertisements
Article 5 paragraph 1
5.1 Upon receipt of the products, the Customer must check whether the delivery corresponds to the order placed. Visible damage or defects that have already occurred when purchased in one of the sales areas of videt surfaces GmbH (including shortages) must be reported immediately by the Customer. If the Customer opens, breaks or damages packaging or products before payment has been made, the Customer undertakes to accept and pay for the products concerned.
Article 5 paragraph 2
5.2 Upon delivery of the products to the address of the Customer, visible damage, defects or shortcomings must be reported by the Customer on the waybill or the delivery document, or in another direct manner, in writing to videt surfaces GmbH to be made known, failing which full proof will apply that the Customer has received the products on delivery in any case in a sound and undamaged condition.
Article 5 paragraph 3
5.3 Complaints about shortcomings or defects that are not immediately detectable with regard to the delivered goods must be submitted in writing to videt surfaces GmbH within 48 hours of delivery at the latest. to have been reported.
Article 5 paragraph 4
5.4 Any right of claim of the Customer against videt surfaces GmbH relating to errors in the delivery or defects in or to videt surfaces GmbH delivered products lapses irrevocably as soon as the aforementioned advertising periods have expired, as well as in those situations in which the Purchaser videt surfaces GmbH insufficient cooperation will provide an investigation into the merits of the complaints. The products to which complaints relate must be submitted to videt surfaces GmbH for possible viewing. remain available in the condition in which the products were at the time the defects were discovered. The right to complain lapses after the Buyer has put the delivered goods into use,
has processed or processed, or has had them put into use, had them processed or processed, or has supplied them to third parties, unless videt surfaces GmbH has given explicit permission to do so or that it concerns durable consumables to which a manufacturer’s warranty applies.
Article 5 paragraph 5
5.5 If a complaint proves to be well-founded and the aforementioned procedures with regard to making notifications about complaints have also been complied with, videt surfaces GmbH as soon as possible, at the discretion of videt surfaces GmbH, either repair the defect or supply a replacement product or, if the purchase price for the product concerned has already been invoiced, credit the amount corresponding to the complaint. With regard to such situations of videt surfaces GmbH, the Customer will never be able to claim any compensation; the liability of videt surfaces GmbH is limited to the value of the delivered products about which a complaint has been made.
Article 5 paragraph 6
5.6 Complaints and complaints do not entitle the Customer to suspend payment of the related invoice, while videt surfaces GmbH has expressly agreed to pay compensation. is excluded. The advertising term on videt surfaces GmbH invoices sent is no more than 5 days after the day of receipt. If no protest is made against the invoice within that period, it is deemed to have canceled the underlying transaction(s) with videt surfaces GmbH correctly displayed and approved by the Customer.
Retention of title
Article 6 paragraph 1
6.1 The information provided by videt surfaces GmbH delivered products remain the property of videt surfaces GmbH until full payment of the purchase price due, including any interest and costs. The information provided by videt surfaces GmbH products delivered to the Buyer have been delivered under the suspensive conditions of full payment of the purchase price, interest and costs by the Buyer. After full payment, the ownership of the delivered products transfers to the Customer; payments are hereby deemed to always relate to the longest due invoice.
Article 6 paragraph 2
6.2 All, being in the possession of the Customer, of videt surfaces GmbH Products derived are always deemed to be the same as those stated on the unpaid invoices, insofar as the quantity of products in the possession of the Customer, in terms of type and composition, does not exceed the quantities stated on the unpaid invoices.
Article 6 paragraph 3
6.3 The Customer does not have the right to pledge the unpaid products, to establish a non-possessory pledge on them or to have them establish any other right in rem for the benefit of a third party.
Article 6 paragraph 4
6.4 The Buyer is permitted to dispose of the products delivered that have not yet been paid for, solely in the context of its normal business operations, unless videt surfaces GmbH the Customer has demanded in writing to immediately return the delivered products to videt surfaces GmbH to make available.
Article 6 paragraph 5
6.5 The Customer grants videt surfaces GmbH already now has the right to enter, where appropriate, all those places where the goods supplied by videt surfaces GmbH delivered products are located, so that videt surfaces GmbH to exercise its property rights and take back the unpaid products. Retrieving its goods in this way does not affect the right of videt surfaces GmbH to demand compensation from the Customer for damage suffered or costs incurred as a result of the non-compliance attributable to the Customer.
Billing and Payment
Article 7 paragraph 1
7.1 The invoicing of delivered products takes place exclusively by name and customer number. The payment of the final amounts of the sales invoices of videt surfaces GmbH must take place in advance by bank transfer. After receipt of full payment of the order, videt surfaces GmbH then proceed to processing and delivery of the ordered products.
Article 7 paragraph 2
7.2 The aforementioned payment method can only be deviated from if and insofar as videt surfaces GmbH has expressly notified the Customer of a different payment method in writing. In those cases, all payments must be made within the payment term stated, calculated from the invoice date.
Article 7 paragraph 3
7.3 The payment term made known to the Customer is to be regarded as a strict deadline. When paying by bank, either by bank transfer or by direct debit, the day of credit value dating of videt surfaces GmbH’s account applies. as the day of payment. The Customer is not entitled to such payments to videt surfaces GmbH apply a discount or compensation.
Article 7 paragraph 4
7.4 If the Customer has not paid on time or in full in accordance with the foregoing, he is in default without further notice of default or demand being required and videt surfaces GmbH entitled to charge the Customer a daily interest equal to 4% on an annual basis above the euro base interest.
Article 7 paragraph 5
7.5 All costs related to the collection of amounts owed, in particular the extrajudicial costs, are for the account of the Customer. The extrajudicial costs are determined at at least 15% of the amounts owed in principal, with a minimum of € 50.00 and without prejudice to the right of videt surfaces GmbH to charge further reasonable costs to the Customer.
Article 7 paragraph 6
7.6 Any payment by the Customer will first serve to pay the interest owed and then to pay the collection costs, with the exception of judicial costs. Only after payment of these amounts will any payment by the Customer be deducted from the outstanding claim in principal, whereby the oldest outstanding claim will be debited first, regardless of the description that the Customer may have given to the payment.
Article 7 paragraph 7
7.7 videt surfaces GmbH is entitled to compensation of amounts owed or to be claimed with those amounts which videt surfaces GmbH owes or claims from the Customer.
Liability
Article 8 paragraph 1
8.1 videt surfaces GmbH only accepts the legal obligation to pay compensation if and insofar as the Customer proves that the damage was caused by gross negligence or gross negligence on the part of videt surfaces GmbH. The resulting liability for damage is expressly limited to the amount of the order that resulted in damage.
Article 8 paragraph 2
8.2 Any further liability for videt surfaces GmbH for damage, including but not limited to liability for employees and auxiliary persons, is excluded, for whatever reason, including all direct and indirect damage, such as consequential damage or trading loss. Furthermore, the Customer indemnifies videt surfaces GmbH against all claims by third parties with regard to any damage to be suffered or suffered by this third party(ies), with due observance of all that is stipulated in this article.
Article 8 paragraph 2 bis
8.2 bis videt surfaces GmbH rejects all liability for direct and indirect damage, shortcomings and other claims of the Customer and third parties in advance if liability is the result of a product of Videt B.V. or a product supplied or delivered by videt surfaces GmbH, the use of a product from videt surfaces GmbH or of a product delivered or delivered by videt surfaces GmbH and/or is the end result of a videt surfaces GmbH product. or a product delivered or delivered by videt surfaces GmbH when the product has been purchased or used by the Customer or a third party who has not been supplied by videt surfaces GmbH prescribed for this product, certificate held at the time of use of the product.
The use of products from videt surfaces GmbH or that have been delivered or delivered by videt surfaces GmbH without, by videt surfaces GmbH prescribed, certificate are and remain exclusively at the risk and expense of the Customer and/or the user.
Article 8 paragraph 3
8.3 videt surfaces GmbH accepts for the possible consequences of not having products in stock. no liability.
Article 8 paragraph 4
8.4 During the (internal) transport and storage of goods supplied by videt surfaces GmbH, the Customer must delivered products in accordance with the applicable laws and regulations, failing which no liability can be accepted for (damage as a result of) defects in the products.
Article 8 paragraph 5
8.5 If videt surfaces GmbH in its opinion it is necessary to take measures or to cooperate with recall actions initiated by producers to prevent (further) damage as a result of claims by consumers on the basis of a defect in the products delivered, the Customer undertakes to cooperate in such measures. and, if this proves necessary or desirable, will join the liability of the producer by videt surfaces GmbH.
Force of the majority
Article 9 paragraph 1
9.1 Force majeure is understood to mean any circumstance beyond the control of videt surfaces GmbH which is of such a nature that compliance with the agreement cannot reasonably be expected from videt surfaces GmbH may be required (so-called non-attributable failure to perform). Force majeure also includes: mobilization, war and threat of war, riot, strike, acts of terrorism, demonstrations, lack of personnel, business and transport disruptions of any kind, non-performance by suppliers or suppliers, epidemics, obstacles caused by measures, laws or decisions of international, national or regional (governmental) authorities, fire, explosion, frost, snow, flood, storm damage and other natural disasters.
Article 9 paragraph 2
9.2 If videt surfaces GmbH cannot fulfill the agreement in time due to force majeure. the right to perform the agreement at a later date, or to regard the agreement as dissolved, at the discretion of videt surfaces GmbH. videt surfaces GmbH is in these or such cases entitled, at the sole discretion of videt surfaces GmbH, to dissolve the agreement after a reasonable period without any obligation to pay compensation, or to demand that the agreement be adapted to the circumstances.
Default and dissolution
Article 10 paragraph 1
10.1 Without prejudice to the provisions of the Dutch Civil Code, videt surfaces GmbH in the event of default on the part of the Customer, also the right to suspend the concluded agreement or to dissolve it in whole or in part, such at the discretion of videt surfaces GmbH. videt surfaces GmbH is in that case entitled to compensation for all costs incurred by videt surfaces GmbH damages suffered.
Article 10 paragraph 2
10.2 videt surfaces GmbH has the rights referred to in paragraph 1 of this article. also, if the Customer is declared bankrupt, if the Customer has applied for a moratorium or a judicial debt rescheduling scheme, its immovable property has been seized, its company has entered liquidation or has been or will be taken over by a third party or third parties, or if the Customer intends to leave the Netherlands immediately. In all these cases, all claims that Videt B.V. on the Customer are immediately due and payable.
Conversion provision
Article 11 paragraph 1
11.1 If a provision of these terms and conditions is qualified in whole or in part by the court as unreasonably onerous, it will be deemed to have been converted into a provision that, insofar as possible while retaining its content and purport, is not regarded as unreasonably onerous.
Article 11 paragraph 2
11.2 In the event that a provision of these terms and conditions is qualified by the court as unreasonably onerous and paragraph 1 of this article cannot apply, this shall not affect the validity of the other provisions of these general terms and conditions.
Transfer and Forfeiture of Rights
Article 12 paragraph 1
12.1 videt surfaces GmbH is authorized to transfer its rights under agreements in whole or in part to third parties.
Article 12 paragraph 2
12.2 Any claim against videt surfaces GmbH lapses if videt surfaces GmbH has not been brought before a court within 12 months of receipt of the claim relating to that claim.
Applicable law, disputes and competent court
Article 13 paragraph 1
13.1 On the between videt surfaces GmbH and agreements concluded with the Customer are exclusively governed by Dutch law.
Article 13 paragraph 2
13.2 If between videt surfaces GmbH and the Buyer a dispute arises about the conclusion, the explanation, the implementation or the failure, incorrect or late performance of an agreement concluded between the parties or other legal relationship, or if one of the parties believes that such a dispute exists, obliges parties to try to reach an agreement through negotiation before submitting the dispute to the civil court.
Article 13 paragraph 3
13.3 The court in Midden-Nederland, location Utrecht, has exclusive jurisdiction to hear disputes arising with videt surfaces GmbH concluded agreements, unless the subdistrict court has jurisdiction. Nevertheless, videt surfaces GmbH the right to submit a dispute for decision to the competent court in the Customer’s place of residence.