General Terms of Sales and Delivery of the private company with limited liability ProDVX Europe B.V., having its registered office and principal place of business in Tilburg, registered in the trade register of the Chamber of Commerce Brabant under file number 55435297.
Paragraph 1.1
"PRODVX": the private company with limited liability ProDVX Europe B.V., having its registered office and principal place of business in Tilburg, and/or its legal successor(s) and/or the (legal) persons appointed by it.
Paragraph 1.2
"Client": any (legal) persons inter alia including its legal successors, representatives and authorised representatives who commission PRODVX to (cause to) deliver goods, or request an offer to that purpose.
Paragraph 1.3
The "Parties": PRODVX and the Client together.
Paragraph 2.1
These terms shall apply to:
a) Any agreements that PRODVX enters into with its Clients.
b) Any offers that PRODVX submits to (potential) Clients.
c) Any additional work, including in this respect anything that is delivered over and above what has been agreed upon originally during the execution of an Agreement that has been entered into with a Client.
Paragraph 2.2
The applicability of possible general (purchasing) conditions of a Client is excluded, unless explicitly agreed to otherwise in writing.
Paragraph 2.3
In the event that a provision of these General Terms and/or a provision of a written Agreement between PRODVX and a Client is null and void or becomes nullified, the other provisions of these terms and/or that Agreement shall remain in full force. In that case, the Parties shall undertake to (cause to) replace the provision that is null and void or that can be nullified in a manner that does justice to the intention of the provision that is null and void or that can be nullified in mutual consultation.
Paragraph 3.1
Any offers of PRODVX shall also be based upon the data, materials and documents that have been made available by or on behalf of the Client, of which the accuracy and completeness is assumed. Offers are without any obligation and Clients cannot derive any rights from these.
Paragraph 3.2
PRODVX is only bound to commission given by a Client after it has confirmed it in writing.
Paragraph 3.3
The Client is bound after it has commissioned PRODVX or has accepted an offer submitted by PRODVX. Contrary to the provisions in Section 6:225 paragraph 2 of the Netherlands Civil Code, PRODVX is also not bound by an acceptance by the Client that deviates from the offer as to minor points. In that case an Agreement is concluded on the terms and provisions of the offer, unless the Client objects to this in writing within 8 days after the written confirmation of PRODVX, specified above under 2.
Paragraph 3.4
PRODVX is not bound to the contents of leaflets, printed matter or any other mode of expression, unless it is explicitly referred to in the Agreement entered into by the Parties.
Paragraph 4.1
Any goods to be delivered by PRODVX shall inter alia be based upon the data, materials and documents that has been made available by the Client, of which the accuracy and completeness is assumed. Consequently, PRODVX is not bound to any reimbursement of damage and/or costs that have been incurred as a result of the inaccuracy and/or incompleteness of the data that have been made available in such a manner.
Paragraph 4.2
PRODVX is authorised and entitled to commission the entire or partial execution of the Agreement to third Parties, in the event that, and in so far as it deems this to be necessary, useful or required for the good execution of the Agreement.
Paragraph 5.1
The delivery periods specified by PRODVX are indicative unless agreed otherwise. Exceeding the delivery period does not give claim to damages, unless mandatory statutory provisions dictate otherwise.
Paragraph 5.2
At the moment of delivery the risk is transferred to the Client.
Paragraph 5.3
In the event that delivery free domicile has been agreed upon, PRODVX the Client bears the transport costs unless agreed otherwise.
Paragraph 5.4
For any transactions, also in case of delivery free domicile, the warehouse of PRODVX is considered to be the place of delivery. The date of delivery shall be the date of dispatch, unless the goods are to be collected by the Client, in that case the date as given on the delivery note shall apply.
Paragraph 5.5
PRODVX is entitled to deliver an order as a whole or successively in consignments. In the latter case, each consignment shall be separately invoiced to the Client. In the event that the Client remains in default of the payment of a consignment, PRODVX is entitled to dissolve the Agreement without judicial intervention and without any notice of default of the Client with the retention of the right to damages, in so far as the Agreement has not been executed by it.
Paragraph 5.6
In the event that the Client has not taken possession of the goods after the period of delivery has expired, PRODVX shall store these goods at the expense and risk of the Client for 14 days after which the Client has to take possession of the goods unless agreed otherwise. Irrespective of this, the Client is invoiced for the goods by PRODVX at the original delivery date.
Paragraph 6.1
PRODVX shall retain the ownership of the goods delivered by it until receipt of full payment by the Client of PRODVX’s claims.
Paragraph 6.2
As long as the full payment of aforementioned claims has not taken place, the Client is not authorised or entitled to alienate, encumber without any right, or give over its actual control of the goods on which the retention of title of
PRODVX rests – otherwise than in the normal execution of its business.
Paragraph 6.3
As soon as the Client fails in the performance of its obligations towards PRODVX, PRODVX is authorised and entitled to take back the goods without further notice of default. By accepting these General Terms, the Client authorises PRODVX to access (or cause third Parties to access) the place(s) where the goods are located with the aforementioned objective.
Paragraph 7.1
All the rights claimed by the Client caused by failures to comply with its obligations by PRODVX or other defects in the goods it has delivered must be invoked in writing, by registered post or email with receipt confirmation within 10 days after the date of delivery, in the absence of which the Client looses this right. The Client also looses this right if the Client tried to remedy (caused a third party to remedy) a (assumed) defect without explicit written permission by PRODVX.
Paragraph 7.2
Complaints about invoices shall be submitted to PRODVX in writing, stating the reasons, by registered post or email with receipt confirmation within 10 days as from the invoice date, in the absence of which the Client looses this right.
Paragraph 7.3
Complaints as meant above under sub 1 and 2, do not suspend the obligation(s) of the Client to pay PRODVX.
Paragraph 8.1
Save the exclusion of liability is prohibited by mandatory law, PRODVX is not obliged to pay any damages to the Client or third Parties.
Paragraph 8.2
In the event that PRODVX, with due regard to the above mentioned provisions under 1, is assumed to be liable for any damage to the Client or third Parties, its liability concerning that is limited to the sum of its insurance, or the sum it should reasonably have been insured for.
Paragraph 8.3
The Client shall indemnify PRODVX against claims from third Parties.
Paragraph 9.1
In the event that after the conclusion of the Agreement circumstances arise or become known which PRODVX did not know, or could have known when the Agreement was entered into, as a result of which PRODVX cannot comply with its obligations towards the Client in time, PRODVX is not in default and is entitled to suspend its obligations.
Paragraph 9.2
In the event that, as a result of above mentioned circumstances, PRODVX is unable to meet the Agreement, the Agreement can be changed by PRODVX in such a manner that execution by PRODVX is possible, unless this cannot reasonably be demanded from the Client in which case dissolution is justified. In the latter case, the Agreement entered into by the Parties shall be dissolved without the Client being entitled to any damages.
Paragraph 9.3
The circumstances as described above, include any circumstance that is independent of the will of PRODVX and which prevent the permanent or temporary compliance with the Agreement, including inter alia also danger of) war, revolt, strikes, (natural) disasters, accidents, government measures, delay/failure of delivery by suppliers (including the suppliers of fuel, energy and water), transport problems, fire and breakdowns in the company of PRODVX or its suppliers.
Paragraph 10.1
Unless explicitly stated otherwise in writing, all prices quoted by PRODVX are based on delivery from the PRODVX company address or any other place as agreed between parties and exclusive of VAT and other taxes, charges and duties, transport costs and insurance costs.
Paragraph 10.2
PRODVX explicitly retains the right to raise the prices quoted by it during the duration of the Agreement, in the event that the costs increase for PRODVX as a result of circumstances that are beyond its control, such as, for instance, a change of the exchange rate, the energy prices, custom duties or product prices.
Paragraph 11.1
The terms of payment are set by ProDVX. Payments have to be done according to these terms of payment, without any right of discount, setoff or suspension. In case of non-payment the Client is in default by operation of law, and thus without further (written) notice of default, and has to pay an interest of 1 % per calendar month over non-paid amount, in which part of a month counts as an entire month.
Paragraph 11.2
The judicial and extrajudicial collection costs for all non-paid amounts are borne by Client. The extrajudicial collection costs are equal to the collection rate, increased by VAT, advised or used by of the Nederlandse Orde van Advocaten (Netherlands Bar Association).
Paragraph 11.3
Payments shall first be used to reduce the aforementioned costs and interest and subsequently the oldest invoice.
Paragraph 11.4
PRODVX claim of non-paid amounts is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium, an application is made to place it under guardianship order, an attachment upon (part of) its goods, as well as in the event that (part of) its capital is put under administration, or in the event it otherwise loses the management and/or disposal of (part of) its capital or business, and furthermore if the Client is a general partnership or a private company with limited liability – this entity being wound up or dissolved.
Paragraph 11.5
If PRODVX, prior to or during the execution of the Agreement, has good reasons to fear that Client will not comply with its (payment) obligations, than PRODVX has the right to postpone its obligations under the Agreement unless the Client, when requested to do so, provides sufficient security. If the Client fails to provide such security, PRODVX has the right to dissolve the Agreement. The Client shall pay any damage that ensues from this suspension and/or dissolution.
Paragraph 12.1
PRODVX guarantees that the products delivered by her have been manufactured of durable material and with good workmanship. Nevertheless, in the event that any defects occur in the products delivered by PRODVX as a result of manufacturing of material defects, than PRODVX shall, at its discretion, (cause to) repair these defects (to be repaired) free of costs, PRODVX shall provide the parts that are necessary for repair, or PRODVX shall entirely replace the goods concerned. In the event that repair or replacement is no longer possible, PRODVX shall refund the price that the Client has paid for the faulty goods.
Paragraph 12.2
In connection with the foregoing, no other obligations than aforementioned rest with PRODVX. As a condition for the compliance with its guarantee obligation, PRODVX may demand that the product that qualifies for guarantee be sent by the Client carriage paid to her or to an address indicated by her and/or that an instruction is given for regular maintenance.
Paragraph 12.3
Products and parts thereof that are replaced pursuant to the provisions of this Article shall become the property of PRODVX.
Paragraph 12.4
In so far as not explicitly agreed to otherwise, this guarantee shall apply during 12 months after delivery.
Paragraph 12.5
Only in the event that PRODVX, after having been ordered to do this by the Client in accordance with the provisions of Article 7 paragraph 1 of these terms, does not comply with her aforementioned guarantee obligation, the Client may partially dissolve the Agreement as regards the defective products in which case the Client can only claim damages not exceeding the sum that it has paid for the defective products to PRODVX.
Paragraph 12.6
Other guarantee terms may apply to certain products.
Paragraph 13.1
PRODVX shall retain any intellectual property rights to goods, designs, sketches, drawings, models, illustrations, programmes, offers, instructions for use, etc. that it has supplied and/or manufactured.
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