GENERAL TERMS AND CONDITIONS
hereinafter referred to as: Peri Living B.V.
Article 1 Definitions
1. In these general terms and conditions, the following terms are used with the following meaning, unless expressly stated otherwise:
Peri Living B.V: the user of the general terms and conditions;
Buyer: the other party of Peri Living B.V., acting in the exercise of a profession or business;
Agreement: the agreement between Peri Living B.V. and copper.
Article 2 General
1. The provisions of these general terms and conditions apply to every offer and every agreement between Peri Living B.V. and a buyer to whom Peri Living B.V. has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to all agreements with Peri Living B.V., for the implementation of which third parties must be involved.
3. The buyer's general terms and conditions only apply if it has been expressly agreed in writing that they apply to the agreement to the exclusion of these terms and conditions. In that case, any conflicting provisions in the general terms and conditions of Peri Living B.V. and buyer only apply between the parties if and insofar as they form part of the conditions of Peri Living B.V.
4. If one or more provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable.
Peri Living B.V. and the buyer will then consult in order to agree on new provisions to replace the void or voided provisions, taking into account if and insofar as possible the purpose and intent of the original provision.
Article 3 Offers and quotations
1. All offers are without obligation, unless a term for acceptance is stated in the offer.
2. The by Peri Living B.V. quotations made are without obligation; they are valid for thirty days, unless stated otherwise. Peri Living B.V. is only bound by the offers if the acceptance thereof is confirmed in writing by the buyer within thirty days.
3. Delivery times in offers from Peri Living B.V. are indicative and do not entitle the buyer to dissolution or compensation if exceeded, unless expressly agreed otherwise.
4. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless expressly stated otherwise.
5. If the acceptance (on minor points) deviates from the offer included in the quotation Peri Living B.V. not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Peri Living B.V. indicates otherwise.
6. A composite quotation obliges Peri Living B.V. not to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price.
7. Offers or quotations do not automatically apply to repeat orders.
Article 4 Performance of the agreement
1. Peri Living B.V. will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.
2. If and insofar as required for the proper execution of the agreement, Peri Living B.V. the right to have certain activities performed by third parties.
3. The buyer ensures that all data, of which Peri Living B.V. indicates that these are necessary or of which the buyer should reasonably understand that they are necessary for the execution of the agreement, timely to Peri Living B.V. are provided. If the information required for the execution of the agreement is not provided in time to Peri Living B.V. have been provided, Peri Living B.V. the right to suspend the execution of the agreement and/or to charge the buyer for the additional costs resulting from the delay in accordance with the usual rates.
4. Peri Living B.V. is not liable for damage, of whatever nature, because Peri Living B.V. is based on incorrect and/or incomplete information provided by the buyer, unless this incorrectness or incompleteness is apparent to Peri Living B.V. should be known.
5. If it has been agreed that the agreement will be executed in phases, Peri Living B.V. suspend the execution of those parts that belong to a following phase until the buyer has approved the results of the preceding phase in writing.
6. If Periglass V.O.F. or by Peri Living B.V. third parties engaged in the context of the assignment are carried out at the buyer's location or a location designated by the buyer, the buyer shall provide the facilities reasonably desired by those employees free of charge.
7. Buyer indemnifies Peri Living B.V. for any claims from third parties who suffer damage in connection with the execution of the agreement and which is attributable to the buyer.
Article 5 Delivery
1. Delivery takes place ex factory/store/warehouse of Peri Living B.V.
2. If delivery takes place on the basis of "Incoterms", the "Incoterms" applicable at the time of conclusion of the agreement will apply.
3. The buyer is obliged to take delivery of the goods the moment Peri Living B.V. delivers them to him or has them delivered, or at the moment at which they are made available to him in accordance with the agreement.
4. If the buyer refuses to accept or is negligent in providing information or instructions that are necessary for the delivery, the buyer is in default at that time and Peri Living B.V. entitled to store the goods at the expense and risk of the buyer.
5. If the goods are delivered, Peri Living B.V. entitled to charge delivery costs. These delivery costs will then be invoiced separately.
6. If Peri Living B.V. requires information from the buyer in the context of the execution of the agreement, the delivery time starts from the moment that the buyer provides this to Peri Living B.V. has made available.
7. If Peri Living B.V. has specified a term for delivery, this is indicative. A specified delivery term is therefore never a strict deadline. If a term is exceeded, the buyer must give Peri Living B.V. default in writing.
8. Peri Living B.V. is entitled to deliver the goods in parts, unless this has been deviated from by agreement or if the partial delivery does not have an independent value. Peri Living B.V. is entitled to invoice the thus delivered separately.
9. If it has been agreed that the agreement will be executed in phases, Peri Living B.V. suspend the execution of those parts that belong to a following phase until the buyer has approved the results of the preceding phase in writing.
Article 6 Research, complaints
1. The buyer is obliged to inspect the delivered goods at the time of delivery or delivery, but in any case within the shortest possible period of time. In doing so, the buyer should investigate whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meet the requirements that apply in normal (trade) traffic.
2. Visible defects or shortcomings must be notified in writing to Peri Living B.V. within three days of delivery. to be reported. Non-visible defects or shortcomings must be reported within three weeks after discovery, but at the latest within 12 months after delivery.
3. If a complaint is made in time pursuant to the previous paragraph, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this will be done with the prior written consent of Peri Living B.V. in the manner as described by Peri Living B.V. indicated. Peri Living B.V. otherwise refers to article 11.4 of these general terms and conditions.
Article 7 Fees, price and costs
1. If Peri Living B.V. a fixed sales price has been agreed with the buyer, Peri Living B.V. nevertheless entitled to increase the price.
2. Peri Living B.V. may, among other things, pass on price increases if significant price changes have occurred between the time of the offer and the execution of the agreement with regard to, for example, exchange rates, wages, raw materials, semi-finished products, packaging material, taxes / excise duties.
3. The by Peri Living B.V. The prices used are exclusive of VAT and other levies, as well as costs to be incurred in the context of the agreement, including shipping and administration costs, unless indicated otherwise.
Article 8 Amendment of the agreement
1. If during the execution of the agreement it appears that for proper execution it is necessary to change and/or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended and/or supplemented, the time of completion of the execution may be affected as a result. Peri Living B.V. will inform the buyer as soon as possible.
3. If the amendment and/or addition to the agreement has financial and/or qualitative consequences, Peri Living B.V. inform the buyer of this in advance.
4. If a fixed rate has been agreed, Peri Living B.V. indicate the extent to which the amendment or supplement to the agreement will result in this fixed rate being exceeded.
5. Notwithstanding the provisions in this regard, Peri Living B.V. cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to it.
Article 9 Payment
1. Payment must be made within 14 days of the invoice date, to a payment made by Peri Living B.V. to be indicated in the currency in which the invoice is made. Objections to the amount of the invoices do not suspend the payment obligation.
2. If the buyer fails to pay within the period of 14 days, the buyer is legally in default. In that case, the buyer owes an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest applies. The interest on the amount due and payable will be calculated from the moment that the buyer is in default until the moment of payment of the full amount.
3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of Peri Living B.V. immediately due and payable to the buyer.
4. Peri Living B.V. has the right to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal and the current interest.
5. Peri Living B.V. can, without being in default as a result, refuse an offer of payment, if the buyer designates a different order for the attribution.
6. Peri Living B.V. may refuse full repayment of the principal, if the outstanding and accrued interest as well as the costs are not also paid.
7. Peri Living B.V. has the option to charge a 2% credit restriction surcharge. This surcharge is not due if payment is made within 7 days of the invoice date.
Article 10 Retention of title
1. All by Peri Living B.V. delivered goods, including designs, sketches, drawings, films, software, (electronic) files, etc. remain the property of Peri Living B.V. until the buyer has fulfilled all subsequent obligations from all Peri Living B.V. concluded agreements have been fulfilled.
2. The buyer is not authorized to pledge or in any other way encumber the goods subject to retention of title.
3. If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereon, the buyer is obliged to give Peri Living B.V. as soon as may reasonably be expected.
4. The buyer undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on first request.
5. By Peri Living B.V. Goods delivered, which are subject to retention of title pursuant to the provisions under 1. of this article, may only be resold in the context of normal business operations and may never be used as a means of payment.
6. In the event that Peri Living B.V. wishes to exercise its property rights referred to in this article, the buyer already now gives Peri Living B.V. unconditional and irrevocable permission. or by third parties to be designated by them to enter all those places where the properties Peri Living B.V. and to take those items back.
Article 11 Warranty
1. Peri Living B.V. guarantees that the goods to be delivered, under normal use, meet the usual requirements and standards that can be imposed on them and are free of any defects whatsoever.
2. The warranty referred to under 1. also applies to special use and if the goods to be delivered are intended for use abroad and the buyer has explicitly notified Periglass of this (special) use at the time of entering into the agreement. Peri Living B.V. and the buyer has agreed to this special use in writing.
3. The warranty mentioned under 1. and 2. applies for a period of 3 months after delivery.
4. If the goods to be delivered do not meet these guarantees, Peri Living B.V. replace the item within a reasonable period of receipt thereof or, if return is not reasonably possible, written notification with regard to the defect by the buyer, at the discretion of Peri Living B.V., or arrange for repair. In the event of replacement, the buyer now commits the replaced item to Peri Living B.V. return and the ownership to Peri Living B.V. to provide.
5. The guarantee referred to in this regard does not apply if the defect has arisen as a result of injudicious or improper use or if, without the written permission of Peri Living B.V., the buyer or third parties have made changes or tried to make changes to the item or have used them. for purposes for which the item is not intended.
6. If the warranty provided by Peri Living B.V. concerns an item that was produced by a third party, the warranty is limited to that provided by the producer of the item.
Article 12 Collection costs
1. If the buyer is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. If the buyer fails to pay a sum of money on time, he forfeits an immediately due and payable fine of 15% on the amount still owed. This with a minimum of € 50.00.
2. If Peri Living B.V. has incurred higher costs, which were reasonably necessary, these also qualify for reimbursement.
3. The legal costs and execution costs incurred as a result of legal proceedings are also for the buyer's account.
4. The buyer owes statutory (commercial interest) on the collection costs incurred.
Article 13 Suspension and dissolution
1. Peri Living B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
- The buyer fails to fulfill its obligations under the agreement insofar as the failure justifies the suspension and dissolution of the agreement.
- Circumstances that have come to the attention of Peri Living B.V. after the conclusion of the agreement give good grounds to fear that the buyer will not fulfill its obligations. If there is good reason to fear that the buyer will only partially or not properly comply, suspension is only permitted insofar as the shortcoming justifies it.
- when the agreement was concluded, the buyer was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient. As soon as security has been provided, the authorization to suspend lapses, unless this satisfaction has been unreasonably delayed.
2. Furthermore, Peri Living B.V. authorized to dissolve the agreement (or have it dissolved) if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered maintenance cannot reasonably be expected from the agreement.
3. If the agreement is dissolved, the claims of Peri Living B.V. arising from the dissolution on the buyer is immediately due and payable. If Peri Living B.V. suspends the fulfillment of the obligations, he retains his rights under the law and the agreement.
4. Peri Living B.V. in addition to the dissolution of the agreement, always reserves the right without prejudice to (replacement) compensation due to attributable failure.
Article 14 Liability
1. If Peri Living B.V. delivered goods are defective, the liability of Peri Living B.V. towards the buyer is limited to what is arranged in these terms and conditions under "Guarantees".
2. If Peri Living B.V. is liable for direct damage, then that liability is limited to a maximum of the invoice amount, at least that part of the agreement to which the liability relates. The liability is at all times limited to a maximum of the amount paid by the insurer of Peri Living B.V. payment to be made where appropriate.
3. Direct damage is exclusively understood to mean:
- the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- the reasonable costs incurred to correct the defective performance of Peri Living B.V. comply with the agreement, unless this defect is not reported to Peri Living B.V. can be attributed;
- reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
4 Peri Living B.V. is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
5. The limitations of liability for direct damage included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Peri Living B.V. or its subordinates.
Article 15 Transfer of risk
1. The risk of loss or damage to the products that are the subject of the agreement transfers to the buyer at the moment when they are legally and/or actually delivered to the buyer and thus under the control of the buyer or of a buyer to be appointed by the buyer. pointed third parties.
Article 16 Force majeure
1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, a legal act or generally accepted standards.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, to which Peri Living B.V. cannot exercise any influence, but as a result of which Periglass V.O.F is unable to fulfill its obligations. Strikes in the company of Peri Living B.V. are included.
3. Peri Living B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Periglass V.O.F. should have fulfilled his obligation.
4. The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
5. Insofar as Peri Living B.V. at the time of the occurrence of force majeure has meanwhile partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be performed has an independent value, Peri Living B.V. entitled to separately invoice the part already fulfilled or to be fulfilled. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 17 Indemnifications
1. The buyer indemnifies Peri Living B.V. for claims by third parties with regard to intellectual property rights on materials or data provided by the buyer, which are used in the execution of the agreement.
2. If the buyer gives Peri Living B.V. information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 18 Intellectual property and copyrights
1. Without prejudice to the other provisions of these general terms and conditions, Peri Living B.V. claims the rights under 'Intellectual property' including trademark rights, trade name rights, design rights, domain names, patent rights and the Copyright Act of the rights reserved by Peri Living B.V. delivered products including packaging/advertising material.
2. The buyer is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise or otherwise agreed in writing.
3. All by Peri Living B.V. delivered products are exclusively intended to be used by the buyer in the normal course of his business and may not be used without the prior consent of Peri Living B.V. be reproduced and/or made public or made known to third parties.
Article 19 Confidentiality
1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by a party or if this results from the nature of the information.
2. If, on the basis of a legal provision or a court decision, Peri Living B.V. is obliged to provide confidential information to third parties designated by law or the competent court, and Peri Living B.V. cannot invoke a legal right of non-disclosure recognized or permitted by the competent court, then Peri Living B.V. is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.
Article 20 Disputes
1. The judge in the place of business of Peri Living B.V. is exclusively authorized to take cognizance of disputes. Nevertheless, Peri Living B.V. the right to submit the dispute to the competent court according to the law.
2. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 21 Applicable law
1. Any agreement between Peri Living B.V. and the buyer is subject to Dutch law. The Vienna Sales Convention is expressly excluded.