Terms and conditions
Please note that the conditions are translated directly over the web. Apologies for the errors.
GENERAL SALES and DELIVERY CONDITIONS of user to Lidoe te Strijen
Area of application:
1.1. Unless otherwise agreed in writing, these terms and conditions apply to all offers made by and agreements with Lidoe.
1.2. Additions, modifications, further agreements or arrangements, different terms on the agreement or these general conditions which Lidoe commitments or accept a lower selling price, do not count as agreed between the parties, as long as they don't have been confirmed in writing by Lidoe. Lidoe reserves the right for common terms in this agreement is not to use.
1.3. The following terms will continue to apply even if the only stationery, invoices and/or other documents submitted by the other party refer to or mention that his/her or other terms and conditions would apply. Unless this is agreed in writing, the applicability of terms and conditions or the terms of the other party expressly excluded. If a conflict arises between the following terms and conditions and the provisions in the agreement, the provisions of the agreement shall prevail.
Offers and agreement:
2.1. All offers, stock lists and price lists are always without engagement. All offers are valid for the term as in the offer is mentioned. If no period is specified, the offer of 30 days. An offer can be extended by Lidoe by a written communication to the other party, in which also the duration of the extension.
There is first referred to as an agreement or an order/job first then if adopted – also when use is made of a representative or reseller – if this is confirmed in writing by Lidoe or if, after the conclusion of the contract or after receipt of the order/command implementation has taken place through Lidoe. At sales from (warehouse) stock the invoice can substitute for the written confirmation.
The power of Attorney of the representative or reseller does not go beyond what is standard practice. The representative or reseller should not deviate from these conditions than under express written power of Attorney for any agreement to provide separately.
Prices:
3.1. In the case of delivery within the Netherlands read prices, excluding VAT, franco delivery address, as far as along paved roads with just means of transportation accessible, unless otherwise agreed.
3.2. In all other cases the prices ex-factory/warehouse unless otherwise agreed in writing.
3.3. In all cases, the prices are denominated in euros, excluding the payment of freight, in relation to the agreement and export duties, railway stations, surveillance, customs clearance, insurance costs, taxes or other levies.
3.4. If not (yet) be the price is agreed at the time of delivery to the other party by Lidoe prices and rates calculated.
3.5. All deliveries shall be made at the agreed prices, with the understanding that if, after the conclusion of the contract materials, packaging, raw materials, intermediate goods, wages, freight, taxes, premiums which also but, currency exchange rates, and/or other factors, which determine the price of the goods also undergo a change, Lidoe, entitled to adjust its prices accordingly. Such price adjustment does not give the other party the right to dissolve the agreement, unless the price adjustment an increase of more than 15%.
3.6. All prices will be indexed annually on 1 January/custom with the price index of the Central Bureau of statistics for household consumption series for workers on the basis of 2005, excluding payroll taxes and premiums for social insurance. When the publication is abandoned, there will be this year's index for this framework take the place as much as possible corresponding price index that a mutual agreement by the parties and, failing that, by means of binding opinion by the Central Bureau of statistics or its legal successor will be fixed.
Lidoe reserve the right to interim price increases (oil, Government taxes, etc.).
Delivery and risk:
4.1. The specified delivery times only by way of information and approximate. If Lidoe is dependent on further information to be provided by the other party starts the liver time to run, after Lidoe that data completely received.
Exceeding the specified delivery time does not give the other party the right to dissolve the agreement, to refuse payment or otherwise not to his/her obligations. Nor exceeding the delivery time required Lidoe for compensation for damage and for any reason whatsoever.
4.2. If not franco is sold is the risk for the goods during the carriage to be borne by the other party as soon as the goods have left the company/warehouse of Lidoe. The risk for the goods during transport is therefore to be borne by the other party. Lidoe is free to choose (be) cargo, means of transport and shipping agent/carrier, unless otherwise agreed.
4.3. in the case of goods which are sold is the risk for the goods carriage paid to be borne by the other party from the time of the episode. Under episode means: asking the goods in the power of the other party. The goods are also for the account and risk of the other party from the time when the other party is in default with the performance of the acts with which he/she to the episode should cooperate. The other party is in default if he/she does not immediately after the expiry of the agreed delivery time at the place of delivery the goods declines. The other party must provide sufficient material and personnel (do) suggest a smooth and trouble-free discharge of the goods. Extra costs incurred by the negligence of the other party, including storage of the goods are not decreased at the expense and risk of the other party. If date of delivery, the dating of the waybill that the shipment, either by Lidoe or by third parties as aforementioned takes place – or, failing that, the date on which dispatch started – except slipped property, for which the date on the delivery note as such.
4.4. Lidoe is entitled for sustainable packaging of materials at the other party to charge a fee, which is listed on the invoice. Loading or stuffing of the made available to transport material by the other party and/or packaging shall be made at the expense and risk of the other party, whether or not this was done by Lidoe and/or Lidoe to the other party in respect of material and/or packaging advice are provided or carried out by Lidoe work. Lidoe has the power to refuse to fill equipment and packaging to be loaded or that it deems do not meet the requirements that related to the safety and the reasonableness should be made. In case of such a refusal is Lidoe not responsible for the consequences that result from the delay. The third parties referred to in the preceding paragraphs have the same rights and obligations listed here.
4.5. The other party is obliged to check the delivered goods immediately after delivery on quantity, quality, specification and other deviations from the agreed upon.
Lidoe is entitled to an order in its entirety or in sections. In the latter case, Lidoe is entitled to invoice separately each part-delivery to the other party and to demand payment. If and as long as a partial shipment is not paid by the other party, is not Lidoe to deliver the next part shipment required but is Lidoe at its discretion be entitled agreement as far as this has not yet been carried out without legal intervention and without any in default of the other party to suspend or dissolve, without prejudice to its other rights, including her right to damages.
Retention of title:
5.1. And all delivered goods remain property of Lidoe only to be delivered until all claims that the other party has or will get on Lidoe, including in any case the claims mentioned in paragraph 2 of the Dutch Civil Code article 3.92 of interest and extrajudicial and court costs are paid in full.
5.2. When the other party from the goods supplied by Lidoe, which constitutes a new good title, he/she acts in that formation commissioned by Lidoe and he goes/she keep the case for Lidoe. He/she only becomes owner at the time the reservation of title lapses because all claims of Lidoe are met.
5.3. as long as the ownership of the goods not on the other party will pass, it may not pledge the goods or grant any right to it, except to third parties within the normal scope of his/her company. The other party undertakes on the first request from Lidoe to contribute to the establishment of a lien on the progress made by the other party under by delivery of goods on his/her customers obtains or will obtain. As far as other claims against the other party has Lidoe than those referred to in article 5.1 and Lidoe to the other party has made goods that do not have title, establishes the other party as security for the performance of his/her obligations in favor of a non-possessory pledge Lidoe right Lidoe this non-possessory pledge on these goods. The other party will in all the aforementioned cases at the first request of a Lidoe Act concerning the establishment of the pledge. He/she will ensure that he/she to pledging of the goods and that the goods, apart from the rights of Lidoe, no property or limited rights.
5.4. The other party is obliged the goods delivered subject to retention of title with due care and as recognizable property of Lidoe. The other party shall treat the goods referred to in this article as a good family man. He/she will insure the goods against all calamities on the basis of the invoice value. The other party will Lidoe on her first request the name and address of the insurers and provide copies of the policies. Furthermore, the other party on the first request insofar as it had not Lidoe's all Lidoe of right arose in favor of a silent pledge to serve on his/her claims on the insurer.
5.5. Lidoe is entitled to goods that have been delivered under retention of title and still at the other party present to take back if the other party is in default with the fulfilment of his/her payment obligations or in payment difficulties is or is likely to go. The other party will provide free access at all times to Lidoe his/her land and/or buildings for inspection of the goods and/or for the implementation of our rights.
5.6. The aforementioned provisions shall be without prejudice to the other rights due to Lidoe.
Commercials:
6.1. Advertisements of any kind whatsoever and suspend the payment obligation of the other party not only accepted as long as they are by Lidoe. complaints by registered letter at Lidoe is submitted within eight days of delivery of the goods. After the expiry of the aforementioned term shall be delivered as irrevocably and unconditionally accepted by the other party. Any legal actions must under penalty of loss one year after timely advertising message to have been brought. The proof of timely advertising rests on the other party. The other party will the accuracy of his/her advertisement only on the basis of the goods can prove, the burden of proof on the other party and, furthermore that these goods are the same as those provided by Lidoe and that the goods have been delivered in the same condition as when it left the warehouse of Lidoe. Deviations in quality, size, color, finish and such that technically unavoidable or that according to general practice can be allowed, no ground for advertising. Advertising will also be honored by Lidoe only if it is able put the goods in original condition and in original packaging. Only goods that have been returned and which by order of Lidoe in addition, the advertisement by Lidoe Lidoe agreement is found, accepted. The return is for the account and risk of the other party. At a proven by the other party and stood by Lidoe based advertising can Lidoe at its discretion the components or the items to which the advertisement relates worked as a substitute or credit to the other party, to the exclusion of any other right of the other party for damages. With regard to complaints, each partial delivery as a separate delivery considered
Liability:
7.1. Lidoe is never (so not even in case of force majeure, failing in the fulfilment of any obligation, tort, inaccurate advice) held to pay any compensation and/or penalty whatsoever and for any reason whatsoever. As far as in straight it is established that the aforementioned total exclusion of liability not in position can continue, the height of the amount to be paid by Lidoe in respect of damages and penalty never will (can) higher than the amount for which the liability insurance concluded by Lidoe actually claim a benefit. Moreover, the height of the amount to be paid by Lidoe in respect of damages and penalty can be never be higher than the amount shown in the invoice in respect of the concerning good (ren). In all cases, however, remains that Lidoe never be liable for indirect damage and/or consequential, including stagnation in the regular course of business in the enterprise of the other party.
Brand and quality:
8.1. If by Lidoe goods, under special quality indication and/or brand, particularly the brand ' Lidoe ', by designation on invoice and/or goods to be delivered and invoiced, this other party held on penalty of forfeiture of a susceptible for moderation, not directly at least fine of € 100.000, – per violation or not these goods other than event under the designation laid down by Lidoe to offer to third parties as well as in case of resellers and/or legal succession, by whatever name, this its obligation to impose sanctions including above to third parties, such as third-party on the aforementioned manner he also will require this obligation to its resellers and/or legal successors, by whatever name,. The same fine per violation or Lidoe if he forfeits event and/or its resellers and/or legal successor, by whatever name, contrary to the reality under the goods by Lidoe padded special quality indication and/or brand, in particular under the brand ' Lidoe '. The indication on the invoice line in this is decisive. Bill head is not a determining factor.
Force majeure:
9.1. In case of force majeure the seller shall be entitled to own choice the performance of a contract to suspend in whole or in part, for the duration of the force majeure circumstances, either the buy, as far as this affected by the force majeure circumstances, dissolve without the other party being able to claim any compensation.
9.2. If force majeure circumstances are considered in this among others: strike, exclusion, fire, water damage, natural disasters, or other exterior onheilen, mobilization, war, traffic barriers, blockages, in or export barriers or other Government, blockage or delay in the supply of raw materials or machine parts, lack of transport capacity, shortage of labour, as well as any conditions, making the normal course in the company is hampered as a result of which the performance of the agreement by a saleswoman in reasonable of hair may be required.
Payment:
10.1. The money amounts that the other party on account of any legal relationship (for example, agreement) to have to pay a whole Lidoe and payable immediately at the emergence of the legal relationship, unless otherwise agreed. If and in so far as the money amounts payable not in accordance with the above, then the sums due and payable immediately and completely at all or part of the delivery of the goods. As far as the monetary amounts owed by the other party to Lidoe is not yet due and payable if in accordance with the above, in any case, payment of the invoices by Lidoe to take place within 30 days of the invoice date. Complaints against invoices should have arrived at Lidoe in writing within eight days. After the expiry of the time limit applies the invoice as irrevocably and unconditionally accepted by the other party. Any legal claims must, on penalty of nullity proceedings no later than 1 January after timely advertising message.
10.2. In case of not, not timely and/or not full compliance according to the above mentioned members the other party shall be in default without notice of default is required and in default. In case of default as well as in case of request of a suspension of payments or bankruptcy or winding-up of the case of the other party to the other party is Lidoe on the Lidoe to amounts due bear interest at the rate of 1% per month, or if this lake is, the other party is the statutory interest. Lidoe shall also be entitled all current contracts with the other party without any legal intervention, to cancel in whole or in part. The other party is obliged to pay compensation to Lidoe of all Lidoe costs and damage. In addition, each granted credit will expire and are all on the basis of the other legal relationships (for example, agreement) all of a sudden the amounts due and payable.
10.3. In case of default, as well as at the other circumstances mentioned in this article, the extrajudicial and judicial costs in respect of determination of injury and liability and in order to obtain satisfaction, as well as to prevent limit the damage as a result of events which the liability is based, the interest on the principal sum and other costs – in addition to the principal sum – readily. Extrajudicial costs amount to 15% of the principal amount with a minimum of € 500, –, plus made disbursements and taxes due.
10.4. the mere fact that Lidoe has secured the help of a third, the size and the obligation to pay the extra-judicial costs.
10.5. the payments to be made by the other party shall without deduction, discount or suspension, set off, compensation, set-off, debt delving absolutly and whatever account. The other party does so expressly disclaims such rights.
10.6. If adopted a command Lidoe in whole or in part, the other party is obliged – any obligation constitutes an integral part of the agreement – Lidoe, at its request, for the purpose of providing evidence of his/her credit worthiness, either prior to the delivery, either after that to provide security for the fulfilment of all its obligations and do so to the satisfaction of Lidoe, for example, by deposit of cash, providing a bank guarantee , assignment, granting of a property or mortgage etc. To the height, size and mode of the set by the other party proper security/date, no maximums and are determined by Lidoe. Referred to in this paragraph the obligation to provide security/present also applies to the obligation to pay damages in the event the other party's compensation Lidoe progresses of damage which is the result of a whole or partial dissolution of the agreement to the other party.
10.7. If the other party is in default with security/Lidoe is not obliged to present further breach or performance of its obligations to the other party under current contracts, without prejudice to the right of Lidoe to the performance of the contract or payment of the amount due under the agreement, as well as damages and/or apply the (they) security/present in straight.
Default and dissolution:
11.1. If the other party fails to fulfil its obligations, in his bankruptcy, suspension of payment, incapacity, seizure of his goods, suspension, transfer or liquidation of his company or any significant changes in his financial circumstances, Lidoe is entitled to dissolve the agreement without judicial intervention, without prejudice to its further rights to compensation.
11.2. Lidoe has in the circumstances referred to in the first paragraph the right further implementation of all current contracts between the parties, while in these circumstances all outstanding receivables of Lidoe suddenly and immediately due and payable, unless the other party appropriate securities.
Applicable law and competent court:
12.1. All disputes be settled along the amicable agreement or, in case this is not possible by the absolutely competent court in the District of Dordrecht. Lidoe is, however, entitled to any disputes also to submit to another competent court.
12.2. On further agreements, terms and conditions and any disputes arising from this agreement, as well as on Dutch law is applicable.