Terms and Conditions General sales and delivery conditions TentsXL B.V. established in Barneveld
filed with the Chamber of Commerce under number 75627035
1. Definitions
1.1. Customer: every (legal) person who requests or requests offers for Goods and / or Services from TentsXl or who orders and on whose behalf the aforementioned offers, quotations, orders and (subsequent) Agreements have been established;
1.2. General Terms and Conditions: these general sales and delivery conditions;
1.3. Services: all work (in whatever form and whatsoever) that TentsXL performs for or on behalf of the Customer, including assembly and installation, whether or not in connection with the delivery of Goods;
1.4. TentsXL B.V.
1.5. Goods: all products sold by TentsXL, not including the Services supplied by it;
1.6. Agreement: every (legal act in preparation for the execution of a) agreement with regard to the sale and delivery of Goods and / or Services that is realized between TentsXL and the Customer, including all additions and changes thereto, and including the location and build-up checklist;
1.7. Parties: TentsXL and Customer.
2. Agreements, formation and modification
2.1. These Terms and Conditions are exclusively applicable to all offers, quotations, Agreements and legal relationships between Parties on the grounds of contract or otherwise.
2.2. The Customer may only invoke deviating or supplementary stipulations if and insofar as they have been accepted in writing by TentsXL.
2.3. The applicability of general and / or other conditions used by the Customer is hereby explicitly rejected.
2.4. The Buyer with whom the present conditions were contracted once, agrees to the applicability of the General Terms and Conditions to later agreements between him and TentsXL.
2.5. In the event that one or more of the provisions of these General Terms and Conditions become null and void or for any reason whatsoever, the other provisions of these terms and conditions will remain in full force and the Customer and TentsXL will enter into consultation in order to introduce new provisions to replace the to agree void or nullified provisions, taking into account as far as possible the purpose and intent of the void or nullified provision. If TentsXL does not (always) require strict compliance with the General Terms and Conditions for its own reasons, this does not imply any processing or loss of the right to demand (complete) compliance in other cases.
2.6. All offers from TentsXL are without obligation, based on the information provided by the Customer, and are valid for 30 days. Sending of requests and / or assignments and / or (other) documentation by the Customer does not oblige TentsXL to accept. An agreement is only concluded after an application and / or assignment has been accepted and confirmed in writing by TentsXL, by a person authorized to do so, or because TentsXL has started to carry out or make preparations for the Services to be performed. An offer of TentsXL due without liability of TentsXL if the Goods mentioned in the offer are no longer available.
2.7. A composite quotation included in an Agreement will never obligate TentsXL to execute a part of the Agreement at a corresponding / pro rata part of the agreed price.
2.8. Images, descriptions, drawings, designs, models, sizes, weights and colors of Goods in the documents sent by TentsXL have the sole purpose of sketching a general picture of the Goods and / or parts thereof and are not binding with regard to the deliverables. Goods or the Services to be provided.
2.9. Each Agreement is entered into by TentsXL subject to the condition precedent that the Buyer performs the agreed deposit and is sufficiently creditworthy for the fulfillment of its payment obligations towards TentsXL.
3. Prices
3.1 Unless otherwise agreed, all prices are in Euro, exclusive of VAT and / or other levies, duties and costs relating to packaging, loading and unloading, installation, assembly, temporary accommodation of installation personnel, insurance, foundation, whether or not imposed by the government. and transport.
3.2 If after the conclusion of the Agreement a change occurs in the cost-determining factors of the Goods to be delivered (including but not limited to wages in force for TentsXL, cost prices of raw materials or materials and / or exchange rates, cost increases by government-proclaimed measures) TentsXL is entitled to increase the agreed prices accordingly without the Customer being entitled to dissolve the Agreement.
3.3 If after the conclusion of the Agreement it becomes necessary that a reasonably prudent performance requires it to be amended, the Parties shall enter into the relevant Agreement by mutual agreement. If, however, the Agreement is materially altered on the instructions of the Purchaser after formation, TentsXL may regard this change as an instruction for additional work, and it may adjust the originally agreed prices on the basis of the price-determining factors that apply at the time the additional work is performed. Additional work may also change the other conditions and terms of delivery / execution originally agreed in the Agreement. Such adjustments to the Agreement do not provide the Buyer with a basis for (partial) dissolution of the Agreement. Additional work is only performed after written acceptance by both Parties regarding the changed prices, terms and other conditions. If during the execution of an Agreement by or on behalf of the Customer or work supervisor an order for additional work is given at the place of installation / assembly, such additional work will be carried out upon receipt by TentsXL of a work order signed by or on behalf of the Buyer or work supervisor in respect of a such a contract for additional work. The customer is then bound by the prices, terms and other conditions as amended by this order for additional work. TentsXL is free to refuse requests for additional work and / or other changes to the Contract without incurring a breach of contract towards the Buyer.
4. Delivery
4.1. Unless expressly agreed otherwise, delivery of Goods shall take place in accordance with the delivery condition EXW location TentsXL or another location to be designated by TentsXL (Incoterms 2010). Any transport by TentsXL to locations to be designated by the Customer, as well as any transport by TentsXL at the location of storage or assembly / installation of the Goods shall take place at the expense and risk of the Customer.
4.2. Delivery periods are only approximate and do not apply as firm deadlines with regard to the execution of obligations by TentsXL, unless expressly agreed otherwise in writing. Deliveries may take place in parts and may be invoiced by TentsXL in relation to the part already executed. If an Agreement is executed in parts, TentsXL is entitled to suspend performance until execution of the preceding part has been agreed by the Buyer and has been paid in full.
4.3. Customer must report transport damage to the carrier immediately after receipt of the Goods and send a copy thereof including photos to TentsXL.
4.4. Goods that have not been purchased by the Purchaser after expiry of the delivery period remain at the disposal of the Purchaser and will be stored by TentsXL at the expense and risk of the Purchaser. TentsXL will report the fact that the Goods have been stored and the location of storage within three working days after such storage has taken place. However, this does not affect the payment obligation of the Buyer.
4.5. Assembly and / or installation only belongs to the obligations to be performed by TentsXL under an Agreement if this has been agreed in writing. If the assembly and / or installation has thus been agreed, the Customer will determine the place of installation and must ensure that:
the site of installation is level, clean, horizontal, sufficiently large for unloading and pre-assembly within 10 meters of the final installation location, and is clear of surface material;
b. the debris, asphalt and concrete at the installation site has been removed;
c. the place of installation is good and safe, and within the agreed period is unhindered accessible for the means of transport of TentsXL and / or third parties engaged by it;
d. the installation site is free of the presence of cables and pipes;
e. the infrastructure necessary for the execution of the Agreement, including electricity and sewerage, is present at the installation site and that this infrastructure is clean, working properly and complies with all applicable legislation, standards, rules and permits;
f. all released (packaging) materials are removed to the extent that they do not pass through
TentsXL will be removed;
g. a representative is present on behalf of the Customer prior to the start of the installation in order to coordinate a correct placement;
h. the Goods can be installed and installed safely on site without any infringement of rights of third parties.
4.6. Failure to comply with the obligations in this article or inadequate fulfillment can never result in any liability of TentsXL. Compliance with the obligations of the Customer with regard to the installation site will be confirmed by a location checklist signed by the Parties, without complete completion and signature of which TentsXL is entitled to suspend the fulfillment of its obligations under the Agreement.
4.7. Entering by the Customer of the site where TentsXL performs the Agreement is at the expense and risk of the Customer. TentsXL is not liable for any damage suffered by the Purchaser – and the Purchaser must indemnify TentsXL for any damage of third parties – which results from the presence of the Purchaser or the execution of activities by the Purchaser on the premises where TentsXL performs the Agreement. TentsXL is not liable for damage resulting from transport or storage of the Goods at the location of the Customer.
4.8. Unless expressly agreed otherwise, TentsXL is entitled to engage third parties in the execution of the Agreement or to let the Agreement be fully or partially executed by third parties. Recourse to the provisions contained in these General Terms and Conditions, including but not limited to the provisions of liability, and applicable law and jurisdiction, also applies to all subordinates of TentsXL and all third parties directly or indirectly engaged by TentsXL and their subordinates involved in the execution of of the Agreement.
4.9. The Buyer is responsible for and will take care of the permits, exemptions and similar decisions that are necessary to execute the Agreement, and that these have been obtained in time for TentsXL to be able to start fulfilling its obligations at the moment it intends.
4.10. The Customer guarantees that TentsXL will be given the opportunity and all (sanitary) facilities will be present to execute the agreed services at the time and location agreed or on which TentsXL wishes to execute them, failing which TentsXL will not is held longer to execute these or may suspend them, without prejudice to TentsXL’s right to full payment and / or compensation for all damage suffered as a result thereof.
4.11. TentsXL is not obliged to perform agreed services and can discontinue the execution of all services at any time if this, in the opinion of TentsXL – for any reason whatsoever – endangers persons, business or the environment.
5. Reservation of ownership
5.1. The ownership of the Goods shall first pass to the Purchaser after payment by the Purchaser of all that TentsXL has pursuant to the (former) Agreement, including interest and costs, as well as for failing to comply with any agreement with TentsXL of the Purchaser.
5.2. The Customer is obliged to keep the Goods on which a retention of title applies to TentsXL, to keep it identifiable and / or to make it and to separate it from the other goods located with the Buyer.
5.3. If and as long as the ownership of the delivered Goods is reserved by TentsXL, the Buyer is not permitted to alienate these Goods, or to establish any limited right of property thereto. In the event of seizure or the establishment of any right by third parties on goods delivered by TentsXL under retention of title, the Customer will immediately inform TentsXL and do everything in order to secure the ownership of TentsXL. The Purchaser has a duty of care with regard to the Goods subject to the retention of title and must insure and keep them insured against snow and water damage, fire, explosion, theft and all the risks customary in the industry, whereby TentsXL is entitled to payment under this insurance. to the money to be paid out.
5.4. If the Purchaser fails to comply with its payment obligations towards TentsXL or TentsXL has good grounds to fear that it will fail in these obligations, TentsXL shall be entitled to take back the Goods delivered subject to retention of title.
5.5. In order to enable TentsXL to be able to exercise the right to take back the Goods referred to in the previous paragraph, the Customer hereby grants TentsXL permission to enter the premises and buildings where the Goods are located for that purpose. The costs of returning the Goods are at the expense of the Buyer.
6. Complaints
6.1. The Customer is obliged to check the delivered Goods and / or Services immediately after delivery for quality and possible shortcomings, and these as soon as possible, but no later than within a period of 8 days after the Goods have been delivered or the Services have been performed in writing and with of reasons to TentsXL. Hidden defects must be communicated to TentsXL in writing within 8 days after the day on which the defects were discovered, at least within 8 days after the defect should reasonably have been discovered.
6.2. Proof of the timely submission as well as the correctness of the advertising rests on the Customer. The Customer is obliged to fully cooperate with TentsXL in the investigation of the defects.
6.3. Minor and / or usual deviations and differences in quality, color, quantity and the like can never constitute grounds for complaints.
6.4. The Buyer can only return the delivered Goods, if TentsXL has agreed to this in advance in writing. Acceptance of return shipment may never be regarded as acknowledgment by TentsXL of defects in the delivered goods or as recognition of liability.
6.5. If the Customer has not complained within the terms mentioned in the previous paragraphs, or if the Buyer remains in full possession of the delivered Goods, he shall be deemed to have agreed to the delivered goods and to have renounced all rights and powers which he has on the grounds of the law and / or the Agreement are at the service. In case of complaint, the Buyer is not entitled to suspend the fulfillment of its obligations towards TentsXL.
7. Warranty and liability
7.1. TentsXL guarantees its Goods, which guarantee is further described in the various product documentation. Unless expressly stipulated a different warranty period in writing, Goods delivered and used by TentsXL in the Netherlands are subject to a warranty period of 24 months after delivery. TentsXL is entitled to adjust its warranty conditions and terms to the country where the Customer is established or where the Goods will be delivered and used; such conditions and terms will then be agreed separately between the Parties.
7.2. The warranty does not apply to defects caused by normal wear and tear, natural working of wood products, weathering, careless or improper use, storage, maintenance or repair, careless or incorrect movement of the Goods, inadequate protection measures with regard to the Goods. against snow, rain, ice and other weather conditions, vandalism, rodents, accidents, mold, rust, algae, moss, or by mischief including but not limited to damage caused by fire, flooding, extreme weather conditions (including heavy wind, snow and rain). If the Purchaser carries out assembly itself or third parties engaged by it, no claim can be made on the guarantee.
7.3. TentsXL is only liable for the agreed warranty period for replacing TensXL at the discretion of TentsXL or repairing any defects reported and reported by the Customer on time, at the discretion of TentsXL and subject to timely and correct complaints. Any defective Goods to be replaced must be returned to TentsXL without delay. Any further liability of TentsXL, including but not limited to loss of profit, loss of turnover, losses incurred and expenses incurred as well as lost orders and missed savings, investments not recouped, late deliveries, and damage due to production or business interruptions or stagnation is excluded.
7.4. Notwithstanding the foregoing, TentsXL’s liability is in all cases limited to the invoice value of the delivered Goods and / or Services, as a result of which the damage was caused or, if the damage falls within the coverage of an insurance of TentsXL, to the amount actually incurred by TentsXL. the insurer is paid in this respect. Minor differences and subordinate changes to the Agreement never give the Buyer the right to dissolve the Agreement and / or compensation. TentsXL is never liable for any damage caused as a result of incorrect or incomplete information amplified by the Customer to TentsXL.
7.5. Any claim of the Customer against TentsXL, with the exception of warranty claims, shall lapse by the mere lapse of nine months, and shall lapse by the mere lapse of 18 months, after the moment of delivery of Goods, execution of the Services, or the moment that delivery or execution should have taken place.
8. Obligations of the Buyer and indemnity
8.1. Failure by the Customer to comply with the Agreement or one or more of the provisions of these conditions or non-compliance with other instructions or instructions from TentsXL resulting in damage to TentsXL obliges the Customer to compensate all damage caused thereby to TentsXL. The Customer indemnifies TentsXL against all claims from third parties for compensation of any damage suffered by such third parties in such a case. In case TentsXL is addressed by third parties, the Customer will provide TentsXL with all necessary assistance and information.
8.2. TentsXL can oblige the Purchaser Goods that it has put into circulation and which is defective, or to which a defect may (possibly) reveal itself, be withdrawn from the market within a period to be determined by TentsXL (recall action), against reimbursement of the reasonable costs incurred by the Customer.
8.3. The Customer shall always provide TentsXL in a timely manner with all necessary information necessary for the performance of the Agreement, failing which TentsXL is entitled to suspend performance of the Agreement and to charge the Customer any additional costs. TentsXL is never liable for damage as a result of untimely, incomplete or incorrect information provided by Customer.
8.4. If at the request of the Purchaser the Goods have to be installed on site, the Purchaser shall in any event provide information regarding the layout of the installation site, the course of the underground pipes including cable works, and the possible presence of obstacles and other obstacles to the execution. of the agreed services. The Buyer shall confirm at least 3 working days for any excavation work to TentsXL that the Purchaser has performed all (legal) required examinations and notifications, failing which TentsXL may assume that such reports and investigations have been made, and that no underground cables or pipelines are installed on site. present. Any damage or costs arising from the Buyer’s failure to carry out such an investigation or report will be at the expense of the Customer, and the Customer shall indemnify TentsXL against all damage resulting from the hitting or damaging of pipes, cables or other obstacles. If the Customer does not fulfill its obligations in this respect, TentsXL is entitled to suspend its services under the Agreement. During the execution of installation work by TentsXL, the Buyer and its potential clients or third parties engaged by it will not have access to the location where the work will be performed without the prior written permission of TentsXL.
9. Payment and security
9.1. The Buyer is obliged to pay a deposit of 50% of the agreed invoice amount within eight days after the conclusion of the Agreement. TentsXL is entitled to suspend performance of the Agreement until this deposit has been received by it. TentsXL is at all times entitled to demand prepayment or cash payment of the Goods and / or Services to be delivered and / or to demand security for the payment thereof. The customer is obliged to comply with this.
9.2. Payment must be made in the currency stated on the invoice, at the agreed time. If no time has been agreed, payment must be made within 14 days of the invoice date.
9.3. If the Purchaser has not, not timely or only partially fulfilled its payment obligations, it shall be deemed to be in default by operation of law and the due and undue claim against TentsXL will be immediately due and payable, without further notice of default, and the Purchaser will also owe interest on the amount owed, equal to the legal obligation. commercial interest ex 6: 119a Dutch Civil Code. TentsXL is entitled to suspend the performance of the Agreement in some cases until the payment is received. All costs of storage incurred in this context, as well as other occurring costs, will be borne by the Customer.
9.4. All judicial and extrajudicial costs related to the collection of any claim against the Customer are at the expense of the Customer. This includes in any case the costs of collection agencies, bailiffs, lawyers and experts. The extrajudicial costs are also deemed to amount to at least 15% of the amount to be claimed, with a minimum of EUR 750.
9.5. All claims of TentsXL against the Buyer will become immediately due in the event of (application for) bankruptcy, suspension of payment, liquidation or attachment at the expense of the Customer.
9.6. Each payment is deemed to be a payment of any interest and / or costs owed and then of the oldest outstanding invoice, regardless of whether the payment was otherwise stated.
9.7. The Customer is not permitted to settle any disputed or undisputed debt to TentsXL with any disputed or undisputed debt of TentsXL to the Buyer, unless this has been agreed in writing by both Parties.
9.8. The Buyer is not entitled to settle amounts owed to TentsXL by it and / or its affiliated companies against (allegedly) amounts due by TentsXL to the Customer and / or its affiliated companies, irrespective of the basis and obligation of these amounts.
9.9. TentsXL is entitled to demand proper security for any outstanding invoice and / or payment of the pending order before the start or before the end of the execution of the Agreement and, without any liability on its part, its obligations pending suspend, interrupt or terminate.
10. Force majeure
10.1. Force majeure means the situation in which the performance of the Agreement is prevented in whole or in part, temporarily or otherwise, by circumstances beyond the control of TentsXL and third parties engaged by it, even though these circumstances were already in effect at the time of the conclusion of the Agreement. to provide. This includes, but is not limited to, war, riots and hostilities of any kind, boycotts, natural disasters, epidemics, foreclosure and interruption of transport options, (work) strike, exceptionally high absenteeism, delay in or absence of delivery by suppliers, communication transport failures, import and export restrictions, weather conditions that make assembly or installation unrealizable, government measures, accidents and business interruptions.
10.2. In case of force majeure, the obligations of the Parties will be suspended. If the force majeure lasts longer than 60 days, each of the Parties is entitled to dissolve the Agreement for the part that has not been performed, without being obliged to pay any compensation. If at the time of the occurrence of a situation of force majeure partial obligations have already been fulfilled by TentsXL, it is entitled to invoice these separately.
11. Dissolution
11.1. If:
a. The Customer does not, not timely, not completely or incorrectly comply with any obligation towards TentsXL;
b. Customer is declared bankrupt or a request to that effect has been filed, suspension of payment has been applied for or granted, application of the debt rescheduling scheme has been requested or granted;
c. all or part of the property of the Purchaser has been seized;
d. Customer is dissolved or liquidated, (separation) separation or merger takes place;
e. Customer discontinues or transfers his business or an important part thereof;
f. information provided by the Customer to TentsXL does not match the actual situation;
g. The Buyer has not or insufficiently provided any agreed security;
h. in the opinion of TentsXL, it can no longer be expected of it that it will comply with the Agreement in accordance with the originally agreed conditions,
and the Customer has not yet fulfilled all its obligations towards TentsXL, TentsXL has the right to take the Agreement as dissolved, without any notice of default or judicial intervention being required, and the delivered as to reclaim its property, or to claim any amount payable by the Buyer to TentsXL in its entirety. In addition, TentsXL is entitled at all times to claim compensation from the Buyer.
11.2. Complete or partial cancellation of the order to deliver Goods and / or Services by Customer can only take place with written prior approval of TentsXL. If the Customer cancels the Agreement after it has been concluded, but before TentsXL has started its preparation or execution, 30% of the order price (including VAT) will be charged as cancellation costs, and without prejudice to TentsXL’s right to full compensation, including lost profits.
11.3. In the event of partial dissolution by the Customer of the Agreement, the Customer can not claim any reversal of the services already performed by TentsXL, and TentsXL has full right to payment of the work already performed.
12. Industrial and intellectual property rights
12.1. All industrial and intellectual property rights relating to Goods produced and delivered by TentsXL, as well as images, descriptions, drawings, designs, tools and models made available by TentsXL remain in its ownership and must be returned by the Buyer at the first request. The delivery of Goods can not be regarded as an express or implied license to use, multiply or release to third parties the intellectual and industrial property, unless TentsXL has given its written permission for this.
12.2. The Customer is not permitted to remove or change any marks, trade names or other indications of industrial and intellectual property rights affixed to the relevant Goods.
12.3. If the Customer establishes that a third party infringes any industrial or intellectual property right of TentsXL or if a third party makes any claim against the Customer in connection with these intellectual and industrial property rights, the Customer shall immediately notify TentsXL thereof. The Buyer shall provide all cooperation that can reasonably be expected to lead to a termination as soon as possible
of the offending act or dispute.
13. Disputes and applicable law
13.1. Dutch law is exclusively applicable to all obligations between TentsXL and the Customer. Applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
13.2. Any disputes arising from or in connection with the General Terms and Conditions or the Agreements or other obligations between TentsXL and the Customer will exclusively be decided by the Gelderland District Court, location Arnhem.