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In these terms and conditions, the following terms are used with the following meanings, unless expressly stated otherwise:
Dap Interim Solutions :
the private companies Dap Interim Solutions and / or (legal) persons affiliated with it;
Customer:
the other party of Dap Interim Solutions;
Goods:
the by Dap Interim Solutions goods produced on the instructions of the Buyer;
Agreement:
any agreement between Dap Interim Solutions and Customer;
2.1 The provisions of these conditions apply to every offer, quotation, agreement and any other legal relationship between Dap Interim Solutions and Customer, insofar as the parties have not deviated from these conditions explicitly and in writing.
2.2 The applicability of the Customer’s general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing.
2.3 Dap Interim Solutions The present terms and conditions apply to all subsequent agreements with the Buyer more than once, regardless of whether or not they have been explicitly declared applicable.
2.4 If one or more provisions in these conditions are null and void or should be destroyed, the other provisions of these conditions remain applicable.
3.1 All offers or quotations from Dap Interim Solutions, in whatever form, are without obligation, unless the offer contains a term for acceptance.
3.2 If a term for acceptance has been set in an offer or quotation, an agreement will be concluded by full, written and unconditional acceptance of the Buyer of that offer or quotation within the set term. For deliveries or activities for which, by their nature and / or size, no offer or order confirmation is sent, the invoice is also considered as order confirmation, which is also deemed to represent the agreement correctly and completely. In all other cases, an agreement is only concluded by a written confirmation thereof by Dap Interim Solutions.
3.3 Dap Interim Solutions reserves the right at all times not to execute or cancel an agreement for technical or other reasons, for example because of the impracticability of the order, because it is plausible that it infringes the rights of a third party, because the goods to be manufactured are (or may be) intended for illegal and / or criminal activities, due to their unsavory or racist nature, etc, all this at the discretion of Dap Interim Solutions, without becoming liable to pay damages to the Customer.
3.4 If a natural person concludes an agreement on behalf of or for the account of the Customer, he declares, by signing the agreement, that he is authorized to do so. In addition to the Customer, this person is jointly and severally liable for all obligations arising from the agreement.
3.5 The prices in the aforementioned offers and quotations are in Euros excluding VAT and other government levies, as well as excluding any transport and packaging costs, unless expressly stated otherwise.
3.6 If the acceptance deviates from the offer included in the quotation, Dap Interim Solutions not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Dap Interim Solutions otherwise.
3.7 A composite quotation is mandatory for Dap Interim Solutions not to fulfill part of the obligations included in the offer or quotation at a corresponding part of the stated price.
3.8 Offers or quotations do not apply to follow-up orders.
4.1 Dap Interim Solutions is authorized to engage third parties for the correct execution of the agreement. If possible, it will consult with the Customer about this.
4.2 Dap Interim solutions is not liable for damage of any kind, because Dap Interim Solutions is based on incorrect and / or incomplete information provided by the Customer. Nor does it say
Dap Interim Solutions ensure that the manufactured goods are suitable for the use intended by the Customer.
4.3 If Dap Interim Solutions has to manufacture or has manufactured goods on the basis of ideas, designs, drawings, animations, models, products, etc. from the Buyer, the Buyer guarantees that the manufacture of those goods does not infringe the patent (s), trademark right (and ), trading model (s) or any other right of third parties and it indemnifies Dap Interim Solutions in and out of court completely for each towards Dap Interim Solutions claim to be made.
4.4 If a third party objects to the manufacture and / or delivery of goods on the basis of any alleged right, Dap Interim Solutions entitled to immediately cease production and / or delivery and to demand reimbursement of the costs incurred from the Customer, without prejudice to
Dap Interim Solutions claims for compensation towards the Customer and without Dap Interim Solutions is held to pay any compensation to her.
4.5 In case of production of goods according to ideas, designs, drawings, animations, models, products, etc. of Dap Interim Solutions, the intellectual and / or industrial property rights remain at all times of Dap Interim Solutions
4.6 The by Dap Interim Solutions In such cases, the goods to be delivered will only be put into production after a sample has been shown to the Customer that has been approved by the Customer.
4.7 The information provided by Dap Interim Solutions delivered goods may contain traces of materials other than the material from which the goods are made. Dap Interim Solutions is not liable for any damage caused by this.
5.1 Delivery takes place ex works. The transport and the method of packaging is at the expense and risk of the Customer, unless agreed otherwise. If for transport on behalf of
Dap Interim Solutions damage and / or defects, which can be observed upon delivery of the goods, are not immediately noted on the consignment note or the delivery document, Dap Interim Solutions not liable for damage and / or defects to be reported later.
5.2 The risk of loss or damage to the by Dap Interim Solutions manufactured goods are transferred to the Customer at the moment when these goods are legally and / or actually delivered to the Customer and are thus placed under the control of the Customer or of a third party to be designated by the Customer.
5.3 The customer is obliged to pay by Dap Interim Solutions to purchase goods manufactured under the agreement when Dap Interim Solutions this delivers, delivers to or has delivered to him, or at the moment when these are made available to him in accordance with the agreement.
5.4 If the Customer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Dap Interim Solutions entitled to store the goods at the expense and risk of the Customer.
5.5 If Dap Interim Solutions the customer needs information in the context of the execution of the agreement, the delivery time will commence after the Buyer sends it to Dap Interim Solutions has made available.
5.6 If Dap Interim Solutions has specified a term for delivery, this is indicative. A specified delivery time is therefore never a strict deadline. If this term is exceeded, Customer Dap Interim Solutions to be in default in writing.
5.7 Dap Interim Solutions is entitled to deliver the goods in parts, unless this has been deviated from by agreement or the partial delivery does not have an independent value. Dap Interim Solutions is entitled to invoice partial deliveries separately.
5.8 A consignment note enclosed with the delivery of the goods is deemed to accurately reflect the delivered quantity unless the Customer submits its objections in writing to Dap Interim Solutions within 2 days of delivery. reports. However, the customer will then not be entitled to a right of suspension.
6.1 The customer is obliged to inspect the delivered goods or the packaging at the time of delivery, or to carry out this research within 7 days after notification by Dap Interim Solutions that the goods are available to the Customer. In doing so, the Customer should investigate whether the quality and quantity of the delivered goods corresponds with what has been agreed, or at least meets the requirements that are set for this in normal (commercial) traffic.
6.2 Visible and invisible but easily identifiable defects must be noted immediately on the consignment note or the delivery document. Defects that are not visible and cannot be easily identified must be sent to Dap Interim Solutions in writing, with an accurate description of the defects, within 14 days after the Customer has discovered or could have discovered this. to be reported.
6.3 Dap Interim Solutions should be able to check submitted complaints.
6.4 Minor deviations within the generally accepted tolerance limits do not entitle to a complaint.
6.5 If a complaint is lodged in time and if, in the opinion of Dap Interim Solutions, the complaints are made. correct, Dap Interim Solutions repair the shortages or defects within a reasonable period or replace the delivered goods. However, the customer remains obliged to pay for the delivered goods and to fulfill all other obligations resting on it.
6.6 If, in the opinion of Dap Interim Solutions, the complaints are are not correct then the Customer is obliged to pay the reasonable costs of Dap Interim Solutions in connection with the investigation of the complaints.
6.7 If a complaint is not made in time or if the Customer issues it by Dap Interim Solutions the goods have been put into use, or have been stored, the goods are deemed to have been delivered properly.
7.1 Dap Interim Solutions is entitled to charge an advance amount of 10 to 50% of the agreed price for delivery or to demand full payment in advance.
7.2 If one of the cost-determining factors, including social charges, sales tax, exchange rates, wages, the prices of raw materials, semi-finished products or packaging material, etc. changes in the period between the offer or quotation and the delivery, Dap Interim Solutions entitled to increase the price accordingly, regardless of whether the cost price increase was foreseeable.
7.3 Dap Interim Solutions indexes annually on the basis of real cost increases and inflation correction.
8.1 Payment must be made within 14 days of the invoice date on a by Dap Interim Solutions method to be indicated in the currency in which the invoice is issued. Objections to the amount of the invoices do not suspend the payment obligation.
8.2 If the Customer fails to pay within the period of 14 days, the Customer will be in default by operation of law. In that case, the customer owes the statutory commercial interest pursuant to Article 6: 119a of the Dutch Civil Code.
8.3 In the event of liquidation, (application for) bankruptcy, attachment or (provisional) suspension of payment of the Customer, the claims of Dap Interim Solutions immediately due and payable on the Customer.
8.4 If the Purchaser is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Purchaser.
8.5 Dap Interim Solutions is authorized and the Customer is obliged – as long as the Customer has not yet fully complied with any of its obligations towards Dap Interim Solutions resting obligation or if Dap Interim Solutions has justified fear that the Customer will not meet its obligations promptly – at the first request of Dap Interim Solutions sufficient in the by Dap Interim Solutions provide the desired form of security for compliance, including pledging of goods. If this security is not provided, Dap Interim Solutions is entitled to terminate the agreement and the Customer is obliged to pay any damage that I Dap Interim Solutions is liable to reimburse.
9.1 All by Dap Interim Solutions goods manufactured and delivered to the Customer remain the property of
Dap Interim Solutions until the Customer fulfills all its obligations towards Dap Interim Solutions has been fully and correctly fulfilled.
9.2 The Customer is authorized to sell or process the goods covered by the retention of title within the normal course of business of the Customer. The customer is not authorized to pledge the goods falling under the retention of title or to encumber them in any other way.
9.3 In the event that Dap Interim Solutions The Customer already gives Dap Interim Solutions unconditional and irrevocable permission to exercise its property rights as referred to in this article. or by designating third parties to enter all those places where the properties of Dap Interim Solutions and to take back those goods.
10.1 Dap Interim Solutions is, in addition to the possibilities that the law offers it, authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if after the conclusion of the agreement Dap Interim Solutions circumstances that come to light give good reason to fear that the Customer will not, not timely or not fully fulfill the obligations. In the event that there is good reason to fear that the Customer will only partially or improperly fulfill its obligations, dissolution is only permitted insofar as the shortcoming justifies this.
10.2 Furthermore, Dap Interim Solutions entitled to dissolve the agreement (or have it dissolved) if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or can no longer be required according to the standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected without Dap Interim Solutions this will make it liable to pay damages to the Buyer.
10.3 If the agreement is dissolved, the claims of Dap Interim Solutions immediately due and payable on the Customer. If Dap Interim Solutions suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.
10.4 Dap Interim Solutions always reserves the right to claim compensation.
11.1 If Dap Interim Solutions her liability is at all times limited to the provisions of this article.
11.2 Dap Interim Solutions is only liable if there is intent or deliberate recklessness on her part. Dap Interim Solutions is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
11.3 When executing the agreement, Dap Interim Solutions use all reasonably foreseeable care and competence. Dap Interim Solutions is never liable for damage of any kind, because it is based on models, molds, calculations, drawings or other information provided by the Customer.
11.4 If Dap Interim Solutions is liable, then that liability is limited to a maximum of the invoice amount with regard to (the part of) the agreement to which the liability relates.
11.5 Dap Interim Solutions is responsible for damage resulting from advice given. never liable. Advice is always given on the basis of the information provided by Dap Interim Solutions known facts and circumstances and in mutual consultation, whereby Dap Interim Solutions always takes the intention of the Customer as a guideline and starting point.
11.6 Any claims for damages must be submitted to Dap Interim Solutions in writing – under penalty of forfeiture – but no later than five working days after the damage occurred. to be reported. The customer must – under penalty of forfeiture – within six months after Dap Interim Solutions has been held liable for legal action against Dap Interim Solutions pending.
12.1 Dap Interim Solutions is not obliged to comply with any obligation if it is hindered to do so as a result of an (external) circumstance that is not due to gross negligence or intent by Dap Interim Solutions and is not responsible for it by law, legal act or prevailing opinion.
12.2 Force majeure in these general terms and conditions means, in addition to what is understood in this respect in law and case law, all external causes, foreseen or not foreseen, to which Dap Interim Solutions cannot exercise influence, but as a result of which Dap Interim Solutions is unable to fulfill its obligations. This includes a shortage of raw materials, machine breakdown, strikes in the company of Dap Interim Solutions, illness of its staff, theft, traffic obstacles, frost, rain and stagnation in the supply of materials by suppliers.
12.3 Dap Interim Solutions is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Dap Interim Solutions should have fulfilled her commitment.
12.4 Dap Interim Solutions can suspend the obligations under the agreement during the period that the force majeure continues, without obligation to compensate damage, for whatever reason, to the Customer. If this period lasts longer than three months, I Dap Interim Solutions entitled to dissolve the agreement, without obligation to pay damages, on whatever ground, to the Customer.
12.5 Insofar as Dap Interim Solutions at the time of the occurrence of force majeure, part of its obligations under the agreement have already been fulfilled or it will be able to fulfill them and independent value is attributed to the part fulfilled or to be fulfilled, Dap Interim Solutions entitled to invoice the already fulfilled or to be fulfilled part separately. The customer is obliged to pay this invoice as if it were a separate agreement.
The judge in the place of business of Dap Interim Solutions is exclusively authorized to take cognizance of disputes.
14.1 On every agreement between Dap Interim Solutions and the Customer and any legal relationship existing between them is governed by Dutch law. Applicability of the 1980 Vienna Sales Convention (Convention on the International Sale of Goods 1980) is expressly excluded.
14.2 The Dutch text of these general terms and conditions is binding.