GENERAL TERMS AND CONDITIONS OF DELIVERY OF THE PRIVATE LIMITED COMPANY GEVELRIDDER BV, REGISTERED IN THE COMMERCIAL REGISTER UNDER NUMBER 61679232 VAT NUMBER: NL854442789B01 ADDRESS: Provincialeweg 4-09, 4013 CL, KAPEL-AVEZAATH, NETHERLANDS
ARTICLE 1 APPLICABILITY AND DEFINITIONS
1. These General Terms and Conditions apply to all offers/quotations and inquiries from and agreements with Gevelridder B.V. (hereinafter “Gevelridder”). They apply to all sales and deliveries of goods in the broadest sense of the word. These terms and conditions also apply to all contracts of assignment and to all services provided by Gevelridder, including advice, inspections and information provided. 2. In these General Terms and Conditions the following is understood to mean:
– counterparty: the natural person (acting in the course of a profession or business or as a consumer), the partnership or legal entity that receives offers, quotations or applications from Gevelridder in accordance with paragraph 1 of this article or from whom Gevelridder receives applications or which concludes agreements with Gevelridder. – Consumer: the natural person who is not acting in the exercise of a profession or business. – direct damage: direct damage is understood to mean exclusively:
a. property damage that is in a direct causal relationship with an act or omission by Gevelridder; b. reasonable costs that the counterparty would have to incur to have the performance comply with the agreement; however, these costs will not be reimbursed if the agreement is dissolved by or at the request of the counterparty; b. reasonable costs incurred to determine the cause and scope of the damage, to the extent that the determination relates to direct damage within the meaning of these terms and conditions; c. reasonable costs incurred to prevent or limit damage, to the extent that the other party demonstrates that these costs led to a limitation of direct damage within the meaning of these terms and conditions. – indirect damage: all damage that does not fall under the definition of direct damage, such as consequential damage, loss of profit, damage as a result of disappointing (sales) results, higher production and/or expenses, bodily injury, immaterial damage, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims by/among customers of the other party, mutilation or loss of data, damage related to the use by the other party of suppliers, carriers and/or third parties prescribed for the execution of the agreement, interest and costs. – distance contract: an agreement concerning the purchase and delivery of goods concluded between Gevelridder and a consumer within the framework of an organized system for the distance sale of goods and/or services, whereby up to and including the conclusion of the agreement exclusive or joint use is made of one or more techniques for distance communication. – cooling-off period: the period within which the Consumer may exercise his right of withdrawal, which period shall be 14 days from the day on which the goods have been delivered to the Consumer at the address provided by him to Gevelridder. – right of withdrawal: the possibility for a consumer to waive the distance contract within the cooling-off period, in which case the distance contract is dissolved. The consumer may exercise the right of withdrawal without giving reasons. The risk and burden of proof of the timely exercise of the right of withdrawal lies with the consumer.
If the consumer exercises the right of withdrawal, all additional contracts shall be dissolved by operation of law.
3. Gevelridder endeavors to provide the counterparty with these General Terms and Conditions before or when concluding agreements. If, however, they have not been handed over or if it is not reasonably possible to do so, the counterparty may ask Gevelridder for inspection. At the first request of the counterparty the General Terms and Conditions will be sent free of charge. The General Terms and Conditions can also be downloaded free of charge from www.gevelridder.nl.
ARTICLE 2 GENERAL CONDITIONS OF THE OTHER PARTY AND DEVIATING AGREEMENTS
1. The counterparty’s general terms and conditions of purchase, delivery and/or payment or terms and conditions of similar effect do not apply to offers/quotes and/or requests from Gevelridder and agreements concluded with Gevelridder, even if they have previously been made available to Gevelridder by the counterparty. Gevelridder expressly rejects the terms and conditions used by the counterparty.
2. Agreements between Gevelridder and the opposing party that deviate from these General Terms and Conditions only apply between Gevelridder and the opposing party if Gevelridder has confirmed these agreements in writing.
ARTICLE 3 OFFERS, AGREEMENTS AND PRICES, RIGHT OF WITHDRAWAL
1. All offers and quotations of Gevelridder are always without obligation. If an offer or quotation is accepted by the counterparty, Gevelridder has the right to revoke the offer or quotation within seven working days of receipt of the acceptance. The above also applies where offers or quotations are made via Gevelridder’s website or a digital/online (order) system used by Gevelridder. 2. Unless stated otherwise, an offer or quotation by Gevelridder has a validity period of up to 21 days, without prejudice to the provisions of paragraph 1 of this Article. 3. A contract is concluded, even after the counterparty has accepted an offer or quotation from Gevelridder, only after Gevelridder has confirmed the contract to the counterparty in writing, or Gevelridder has commenced performance of the contract. 4. The order confirmation provided by Gevelridder is always deemed to fully reflect the nature, content and scope of the agreement, barring evidence to the contrary to be provided by the counterparty. If, in the opinion of the counterparty, the order confirmation deviates from what has been agreed, the counterparty must protest against it in writing no later than five working days, but in any case before the delivery date. Failing this, the authority to provide evidence to the contrary shall lapse and the order confirmation issued by Gevelridder shall be binding between the parties.
5. Notwithstanding the provisions of paragraph 3 of this article, the distance contract is established by the completed order via Gevelridder’s web store on the part of the counterparty, even if no order confirmation is provided by that system. However, the provisions of paragraph 1 of this article apply without prejudice.
6. When a distance contract is concluded, the consumer has the right of withdrawal. The cooling-off period is 14 days after receipt of the goods by the consumer. During the cooling-off period, the consumer shall treat the item delivered to him and its packaging with care. He will only unpack or use the item to the extent necessary to establish the nature, characteristics and operation of the item. The basic principle here is that the consumer may only handle and inspect the good delivered to him as he would be allowed to do in a store. 7. If a distance contract is concluded and no order confirmation is made or provided, the nature, content and scope of the contract will always be fully proven by what is recorded and registered in or by this system, subject to evidence to the contrary by the other party. 8. All orders, orders or commissions taken by representatives, intermediaries or employees shall not bind Gevelridder until they have been confirmed in writing by Gevelridder. 9. If an inquiry or order from the opposing party deviates from the standard quantity used by Gevelridder, Gevelridder is authorized to deliver and charge the opposing party for this standard quantity, without the opposing party being entitled to compensation and/or (partial) dissolution of the contract.
ARTICLE 4 PRICES
1. The counterparty shall be charged the prices that are valid on the day the contract is concluded. If after the conclusion of the contract one or more cost-determining factors on which Gevelridder’s prices are based have undergone a change, due to whatever circumstances, Gevelridder shall be entitled to increase the agreed prices accordingly, without the counterparty in that case being entitled to compensation for damages or full or partial dissolution of the contract.
2. If, in the case referred to in paragraph 1 of this Article, the increase in the price excluding VAT and transport is higher than 10%, Gevelridder shall notify the counterparty accordingly. In that case the counterparty is entitled to dissolve the contract by means of a registered letter, but only subject to simultaneous payment of the costs already incurred by Gevelridder in the execution of the contract and the costs resulting from the dissolution. These will be specified by Gevelridder at the counterparty’s first request.
This dissolution must be received by Gevelridder within seven days of notification by Gevelridder of the price increase.
3. If the agreed goods have already been delivered by Gevelridder, the right of dissolution referred to in paragraph 2 of this Article lapses.
4. The prices stated are ex factory/warehouse, unless otherwise stated in the offer.
5. All prices are always exclusive of VAT shipping and/or transport and insurance costs, unless otherwise stated in the offer and agreed upon.
ARTICLE 5 PAYMENT TERMS
1. Payment of the goods and/or services supplied by Gevelridder to natural persons acting in the course of a profession or business, to partnerships and to legal persons must be made within 14 days of the invoice date, unless otherwise agreed in writing. Payment must be made in the Netherlands, in one of the following ways: either in cash at Gevelridder’s office address, or in a bank or giro account held by Gevelridder at a bank or branch of a bank established in the Netherlands.
2. If payment abroad is agreed upon, Gevelridder will indicate to the counterparty in what way and where the payment is to be made. Any costs resulting from payment abroad, including costs of transfer to the Netherlands and loss of exchange rate shall be borne by the counterparty. Gevelridder is entitled to charge a surcharge on the selling price for these costs, or to charge them separately. 3. Payment of the goods and/or services supplied by Gevelridder to consumers must be made in cash or by debit card. 4. When a distance contract is concluded, payment is always made directly upon conclusion of the distance contract by means of an electronic payment option offered on Gevelridder’s website. 5. The counterparty may not invoke settlement and/or suspension of payment against Gevelridder in connection with alleged shortcomings on the part of Gevelridder or on any other grounds whatsoever. 6. After the expiry of the term mentioned in paragraph 1 of this article the invoice amount shall be immediately due and payable. The counterparty is then, without notice of default being required, legally in default. 7. On expiry of the period referred to in paragraph 1, the other party shall owe interest on the unpaid amount equal to the statutory commercial interest as referred to in Section 6:119a of the Dutch Civil Code. 8. Payments will first serve to pay all costs due, then the interest and then the longest outstanding payable invoices, even if the other party states that the payment relates to a later invoice. 9. If the counterparty has failed to meet its payment obligations in time, the counterparty shall owe Gevelridder the extrajudicial collection costs, which are set at 15% of the unpaid amount, with a minimum of € 375. In addition, the counterparty is obliged to bear and pay in full all court costs and costs of legal assistance incurred by Gevelridder. These costs also include other and/or higher costs than the costs of the proceedings to be estimated by law.
10. Without prejudice to the provisions of paragraph 3 of this article, the counterparty will be in default by operation of law in the case of bankruptcy, (application for) suspension of payment, cessation or liquidation of the counterparty’s business, or admission to a statutory debt rescheduling scheme, without notice of default being required. The full amount of all that Gevelridder is then due is then payable at once.
ARTICLE 6 SECURITY
1. If Gevelridder has good reason to fear that the counterparty will not comply with its obligations under the contract in full or in time, Gevelridder shall be entitled, before or during the execution of the contract, to suspend the fulfillment of its obligations until the counterparty, at Gevelridder’s request and to Gevelridder’s satisfaction, has provided security for the fulfillment of all its obligations under the contract. This provision also applies if the applicable term of payment has not yet expired. 2. Gevelridder has the “good grounds” referred to in paragraph 1 of this Article in any case if the counterparty has, or has had no more than 6 months ago, payment arrears with respect to previous contracts and/or deliveries. 3. After the period set by Gevelridder for the provision of security has expired, the counterparty is legally in default and Gevelridder may dissolve the contract without judicial intervention by means of a written statement, without prejudice to Gevelridder’s right to full compensation and without prejudice to its other rights.
ARTICLE 7 DELIVERY TIME, DELIVERY AND RISK
1. Gevelridder shall make every effort to deliver the goods to the counterparty in accordance with the specified or agreed delivery schedule. However, the delivery times stated are always an indication only and are never to be regarded as deadlines, unless they are expressly designated as such in the contract.
2. Barring intent or deliberate recklessness on the part of Gevelridder, if the delivery time is exceeded by up to 7 days, the counterparty may not claim compensation and/or dissolution of the contract. If the delivery time is exceeded by more than 7 days, the counterparty must give Gevelridder written notice of default. In this notice of default the counterparty must give Gevelridder a reasonable period for fulfillment.
3. The delivery period begins on the day on which the counterparty has received written confirmation of the contract from Gevelridder, or on the day on which delivery has been agreed in accordance with the agreed delivery schedule or in the contract. However, it shall not begin until after the counterparty has fulfilled all possible particulars related to the performance of the contract that must first be established by the counterparty. If no written confirmation of acceptance has been provided to the counterparty and/or the counterparty’s acceptance has taken place via Gevelridder’s website or a digital/online system used by Gevelridder, the delivery time will start on the first working day after such acceptance, unless indicated otherwise by Gevelridder. 4. Gevelridder is authorized to deliver sold goods in parts to the counterparty; in that case Gevelridder is also authorized to invoice the part delivered to the counterparty separately. 5. Delivery takes place when Gevelridder makes the goods to be delivered ready and available to the counterparty at its factory or warehouse, or at a location to be specified by it. Gevelridder will notify the counterparty of this. The goods shall not be insured by Gevelridder.
6. The counterparty is obliged to take receipt of the goods made available in accordance with the previous paragraph within 5 working days at the latest, unless otherwise agreed in writing. The counterparty must provide Gevelridder with appropriate proof of receipt of the goods delivered.
7. If the counterparty wishes to inspect the goods upon taking delivery, the costs thereof shall be borne by the counterparty. The same applies to any inspections ordered by the government.
8. If in Gevelridder’s opinion necessary, Gevelridder will cooperate with the counterparty to obtain all necessary documentation that the counterparty reasonably requires with respect to the goods delivered within the framework of the marketing thereof. Gevelridder is entitled to charge the counterparty for expenses incurred in this respect, while expenses incurred by Gevelridder must in any case be reimbursed by the counterparty.
9. The risk of damage, destruction or loss of the goods to be delivered passes to the counterparty at the time specified in paragraph 5 of this article.
Unless otherwise agreed in writing, the counterparty shall bear the responsibility for and risk of packaging, storage, loading of the goods and transport as well as insurance of the foregoing.
10. In the case of an international sales contract concluded between Gevelridder and the other party, not being a consumer, the ICC INCOTERMS 2010 EXW (Ex Works) shall apply. Gevelridder is only responsible for loading the goods if this has been expressly agreed between the parties and stated in the contract (loaded upon departing vehicle).
11. If Gevelridder and the opposite party have agreed that Gevelridder will take care of the transport and/or delivery of the goods, this will be for the account and risk of the opposite party, even if the costs of transport are included in the agreed price. If Gevelridder takes care of transport, it is not obliged to make the notification referred to in paragraph 5 of this article. The goods are then delivered ex warehouse and are for the account and risk of the counterparty from the moment they leave the warehouse. Free delivery will only take place when this has been explicitly agreed upon and is indicated in the agreement or on the invoice. If the counterparty does not take delivery of the goods, or does not take delivery in time or in full, on the agreed (delivery) date, but no later than the time referred to under paragraph 6 of this article, or if transport is provided by Gevelridder at the time the goods are offered to the counterparty, Gevelridder is authorized to store the goods for the counterparty’s account and risk. In that case Gevelridder will grant the counterparty a period of time in which to take possession of the goods. If the goods are not accepted within that period, the counterparty is in default. Gevelridder is then authorized to:
– dissolve the contract out of court and demand (replacement) compensation, or
– sell and deliver the stored goods to a third party for the account and risk of the counterparty and demand payment from the counterparty as if the delivery had taken place. In that case the counterparty will also owe Gevelridder all additional costs, including in any case extra transport and storage costs. The foregoing without prejudice to Gevelridder’s other rights.
13. The counterparty is obliged at all times to follow the loading, transport, unloading, assembly and use instructions to be provided by Gevelridder.
14. If Gevelridder makes use of durable packaging materials (packaging) on behalf of the goods to be delivered or their transport – regardless of who provides this – this will be charged. If this packaging material is returned undamaged – at Gevelridder’s sole discretion – it will be settled. If, with respect to goods to be delivered by Gevelridder to the opposing party, Gevelridder’s manufacturers and/or suppliers use such packing materials and/or loaned packaging, the opposing party is obliged to return such packing materials and/or packaging to Gevelridder free of charge and in good condition within 14 days after receipt. Failing this, Gevelridder is entitled to charge the costs incurred as a result to the counterparty or to pass these on to the counterparty.
15. In the case of a distance contract Gevelridder will take care of the transport and delivery of the goods.
The place of delivery shall in that case be the address made known to Gevelridder by the consumer. The risk of damage and/or loss of the goods rests with Gevelridder until the moment of delivery to the consumer unless expressly agreed otherwise.
ARTICLE 8 RETENTION OF TITLE
1. The goods delivered by Gevelridder shall remain Gevelridder’s property until the opposite party has fulfilled all the following obligations arising from all agreements concluded with Gevelridder:
– the consideration(s) relating to goods delivered or to be delivered;
– the consideration(s) relating to services carried out or to be carried out by Gevelridder pursuant to the agreement;
– any claims on account of the opposite party’s failure to fulfill any agreement(s) concluded with Gevelridder. 2. Items delivered by Gevelridder that are subject to retention of title pursuant to paragraph 1 of this Article may only be used and/or disposed of within the framework of normal business operations. The counterparty is not authorized to pledge the delivered goods or to establish any other right of use or security on them.
3. The counterparty is obliged to mark the goods delivered to it under retention of title as originating from Gevelridder and to store these separately, or at least in a way that is recognizable as having been delivered by Gevelridder. If the counterparty finds items similar to those delivered by Gevelridder, these items are deemed to have been delivered by Gevelridder with respect to the retention of title, such subject to proof to the contrary to be provided by the counterparty. 4. Gevelridder reserves, now for then, a right of pledge as referred to in Article 3:237 of the Dutch Civil Code on goods which, in accordance with the stipulations of paragraph 1 of this Article, have been transferred to the counterparty and which are still in the possession of the counterparty, as additional security for claims which Gevelridder may have or may receive against the counterparty on whatever account. This reservation of lien also applies with respect to goods delivered by Gevelridder that have been treated or processed by the counterparty and as a result of which Gevelridder’s reservation of ownership would lapse. The opposite party authorizes Gevelridder, if the occasion arises, to establish this right of pledge (or have it established) by drawing up and signing a deed for the opposite party for that purpose and having it registered, or by giving notice thereof.
5. If the counterparty fails to comply with its obligations or if there is a well-founded fear that it will not comply with its obligations, Gevelridder shall be entitled to remove, or have removed, the delivered goods on which the retention of title rests from the counterparty or from third parties holding these goods for the counterparty. The counterparty is obliged to provide all cooperation in this matter on penalty of an immediately payable fine of 10% per day of all the amounts payable to Gevelridder, with a minimum of € 250.00 per day. 6. If third parties wish to establish or enforce any right to the goods delivered under retention of title, the counterparty is obliged to inform Gevelridder thereof immediately and in writing. 7. The counterparty undertakes:
● to insure and keep insured the goods delivered under retention of title against fire and water damage and to submit the policy of this insurance to Gevelridder for inspection;
● to pledge all claims of the counterparty against insurers with respect to the goods delivered under retention of title at Gevelridder’s first request as referred to in Article 3:239 BW;
● to pledge to Gevelridder, at Gevelridder’s first request, all claims that the other party obtains on its customers as referred to in Article 3:239 BW.
8. If the contract relates to goods to be delivered by Gevelridder to a contracting party established in Germany, the following provisions also apply – under analogous application of the provisions in paragraphs 1 to 7 of this article: ● the property law consequences of the retention of title shall be governed by German law; ● the goods delivered by Gevelridder shall remain – in addition to the cases mentioned in paragraph 1 of this article – also the property of Gevelridder until the other party has paid all existing and future claims – on whatever account – in full to Gevelridder, plus interest and costs; ● If the items delivered by Gevelridder become part of another item, or in the event of accession or mixing of the items delivered by Gevelridder with other items, Gevelridder will become co-owner of the new item in the ratio of the invoice value of the items delivered by Gevelridder to the invoice value of the other items. Should Gevelridder’s rights of ownership lapse as a result of accession, conversion or mixing, the counterparty hereby transfers its (share in the) ownership of the newly created item to Gevelridder.
ARTICLE 9 DUTY TO COMPLAIN
1. The other party is explicitly obliged to examine the goods for completeness, breakage and/or damage immediately upon delivery/receipt and if this is not possible at the first possible opportunity after delivery, as well as whether the delivered goods comply with the agreement. 2. The opposite party, not being a consumer, must notify Gevelridder in writing of any visible shortcomings such as defects, damage and/or breakage immediately after their discovery, but no later than 24 hours after delivery/receipt, failing which the opposite party’s right to complain that the goods delivered do not conform to the agreement or to institute legal proceedings in this regard shall lapse. Complaints that relate to the quality of the delivered goods and that are not (yet) visible at the time of delivery must be communicated in writing to Gevelridder by the counterparty, not being a consumer, within 24 hours after the time at which these defects reasonably came to the counterparty’s attention, failing which the right of the counterparty, not being a consumer, to complain that the delivered goods do not comply with the agreement or to institute legal proceedings in respect of the same shall lapse. If the other party, not being a consumer, notifies Gevelridder in writing of any shortcomings, the other party must on that occasion also give Gevelridder notice of default and set a reasonable term of at least 15 working days in which Gevelridder has the opportunity to as yet comply properly. 3. A period of 14 days from delivery/receipt of the delivered goods is considered by the parties to be sufficient to deal with defects that were not (yet) visible at the time of delivery, subject to proof to the contrary to be provided by the counterparty. 4. If the opposite party, not being a consumer, has submitted a complaint to Gevelridder in time, as referred to in paragraph 2 of this article, and if, in Gevelridder’s opinion, there are indeed delivered goods that do not (entirely) comply with the agreement, Gevelridder has the choice of delivering what is missing, replacing the delivered goods or refunding the purchase price. Gevelridder shall never be held to anything more.
5. If goods do not comply with the contract, the opposite party, not being a consumer, must store them free of charge and return them to Gevelridder at its first request, free of charge. Gevelridder may, however, choose not to take back these goods. In that case the other party, not being a consumer, is responsible for the removal and destruction of these at his own expense.
6. Minor deviations in what has been delivered, which are of such a nature that they are considered acceptable in commerce and technically unavoidable deviations in quality, model or color, do not constitute grounds for complaint and do not qualify as a shortcoming attributable to Gevelridder.
7. As soon as the other party or third parties handle or process the delivered goods, the right to complain about these goods and/or to bring a legal action in respect thereof lapses. Such items are deemed to comply with the agreement.
ARTICLE 10 WARRANTY
1. With respect to anything delivered or to be delivered by Gevelridder, only the guarantee provided by the manufacturer or factory is given. Gevelridder is not obliged to do more than forward a complaint to the manufacturer or factory. Nothing is guaranteed by Gevelridder.
2. Information, advice and appendices, illustrations and drawings, catalogs, cross-lists, references, diagrams, technical specifications or information, and other documents provided by Gevelridder with the offer or in the agreement, whether or not by digital means or on the website or in a digital/online system, are free of obligation and solely indicative and informative. Such information does not constitute any guarantee. No rights may be derived therefrom by the other party.
3. If the counterparty is shown or provided with an example, sample, image or any other type of information regarding the quality or appearance of the goods to be delivered prior to or at the time of the offer, this is done solely by way of indication, without the goods having to correspond to it. Gevelridder takes the greatest care in compiling and providing information regarding its products and services, such as in brochures, on its website and in its web store, etc. Despite such care it may occur that there are discrepancies. Gevelridder is not liable for any deviations.
ARTICLE 11 EXCLUSION AND LIMITATION OF LIABILITY
1. Gevelridder’s liability is limited to the obligation of guarantee described in Article 10 of these terms and conditions and the obligation of delivery described in Article 7 of these terms and conditions. 2. For all direct damage suffered by the counterparty as described in Article 1 (2) of these terms and conditions, caused by a shortcoming attributable to Gevelridder in the fulfillment of the contract, Gevelridder’s liability, except in the case of intent or deliberate recklessness on the part of Gevelridder or liability pursuant to mandatory provisions, is limited to a maximum of twice the invoice value of the delivered and faulty goods (excluding VAT). 3. Gevelridder is not liable for any indirect damage as described in Article 1 (2) of these terms and conditions, except in the case of intent or deliberate recklessness on the part of Gevelridder or liability on the grounds of mandatory provisions of law. 4. Notwithstanding the provisions of Article 9 (4) of these terms and conditions, Gevelridder will only be liable for any damage resulting from attributable shortcomings if the other party gives Gevelridder proper notice of default in writing without delay, in which Gevelridder is given a reasonable period of at least 15 working days to remedy the shortcoming, and Gevelridder continues to fail imputably in the fulfillment of its obligations even after the expiry of that period. The notice of default must contain a clear and as complete as possible description of the shortcomings.
5. A condition for the right to any compensation is always that the counterparty reports the damage in writing to Gevelridder immediately after its occurrence, as also described in Article 9 paragraph 2 of these terms and conditions. Any claim for damages shall lapse 24 months after the conclusion of the contract. 6. If the court should decide in a particular case that Gevelridder is not entitled to appeal to the exclusions and/or limitations of liability as mentioned in the paragraphs 1 to 3 of this article, Gevelridder’s liability for direct and indirect damage will in any case be limited to a maximum of the amount (in which amount interest and costs are included) to which a claim can be made on the basis of the liability insurance taken out by Gevelridder, if any, which is customary in the industry and in line with the market, to be increased by the excess. In the absence of such insurance, liability in such a case shall in any case be limited to an amount of € 10,000.
ARTICLE 12 FORCE MAJEURE
1. A shortcoming in the fulfillment of the agreement by Gevelridder, among other things, cannot be attributed to Gevelridder if the causes of this shortcoming are not due to Gevelridder’s fault or fall outside Gevelridder’s sphere of risk. Causes as referred to in the previous sentence include weather conditions, war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, floods, strikes, sit-down strikes, import and export impediments, government measures, defects in machinery, disruptions in the supply of gas, water and electricity, transport problems, the loss of or damage to computer data necessary for the performance of the contract and stagnation c.q. interruption of deliveries by third parties from whom Gevelridder must obtain raw materials, materials or parts or the items mentioned in the agreement for the execution of the agreement. 2. In the case of force majeure Gevelridder is entitled, after the circumstances that led to force majeure have ceased to exist, to still carry out the contract. However, Gevelridder may also choose to dissolve the contract if fulfillment is entirely or partially impossible and will not be possible within a reasonable period of time. In that case Gevelridder is not obliged to pay any form of compensation, except for crediting the agreed price.
3. In the event of a non-attributable shortcoming in the fulfillment of the contract by the counterparty, Gevelridder will always be authorized to dissolve the contract in whole or in part, without the counterparty in that case being able to assert any claim to compensation against Gevelridder. Gevelridder is then only obliged to credit the agreed price.
ARTICLE 13 RETURN CONDITIONS
1. Where it has been agreed between the opposite party and Gevelridder that, in connection with the stock management of the opposite party, items may be returned to Gevelridder by the latter, the following provisions shall apply. 2. Only those items delivered to the contracting party by Gevelridder may be returned. Items not delivered by Gevelridder cannot be returned, regardless of whether such items are part of Gevelridder’s product range.
3. Return shipment as referred to above is possible only with Gevelridder’s prior written permission. The other party must make a written request to that effect, stating what they wish to return. A refund period of up to 30 days applies. 4. Returns are only possible if the goods are still in their original undamaged condition and in their original undamaged packaging. 5. When a request for return is accepted by Gevelridder, the counterparty will owe Gevelridder an amount equal to 15% of the net invoice value of the goods mentioned in the request, regardless of what is actually returned. 6. If it appears during a return that packaging should be replaced – at Gevelridder’s sole discretion – the counterparty must pay Gevelridder the costs thereof, with a minimum of € 10,- (ex VAT) per package. Gevelridder is at all times entitled to refuse a request for return, even without giving reasons. 7. Contrary to the preceding paragraphs of this article, in the case of a distance contract, if the Consumer makes use of his right of withdrawal, he is obliged to return to Gevelridder the goods delivered to him as soon as possible, but within 14 days after the Consumer has notified Gevelridder that he wishes to make use of his right of withdrawal. The consumer shall bear the direct costs of returning the goods. The consumer returns the goods with all delivered accessories, in their original condition and packaging and in accordance with the reasonable and clear instructions provided by Gevelridder.
ARTICLE 14 LIEN
1. Gevelridder is authorized to retain goods that Gevelridder has or will have in its possession from the opposite party, until all amounts due to Gevelridder under the contract concluded have been paid in full by the opposite party. 2. The risk of the goods covered by this right of retention remains with the counterparty at all times.
ARTICLE 15 INTELLECTUAL PROPERTY
1. Gevelridder and its licensors retain full ownership of all information and all intellectual and industrial property rights relating to anything supplied and/or developed by us or third parties during or prior to the Agreement between the Parties, including, without limitation, price lists, reports, recommendations, samples, records, calculations, brochures, designs, sketches and drawings, and production processes. The Other Party shall be obliged to return or destroy such data at Gevelridder Franco’s first request. 2. The counterparty is not permitted to use trademarks, patents, utility models, trade names, domain names, copyrighted works and/or databases of Gevelridder and/or its affiliated company(ies) and/or its licensors without the prior written permission of the holder of the rights. 3. The counterparty will never dispute Gevelridder’s intellectual and/or industrial property rights, nor attempt to register one or more of these rights, or otherwise attempt to obtain protection of these rights in its favor. 4. If the provisions of this Article are violated, the opposite party shall be liable to pay a penalty of €1,000.00) for each violation, plus an amount of €1,000.00) for each day that the violation continues, without prejudice to all Gevelridder’s other rights. The other party shall also owe statutory commercial interest on the penalty amount in question from the day of the violation.
ARTICLE 16 CONVERSION
1. If any provision of these General Terms and Conditions is null and void or is voided, this provision will be replaced (to the extent possible by operation of law) by a provision that corresponds as closely as possible to the purport of the void or voided provision. If necessary, the parties are obliged to consult with each other reasonably with regard to the text of this new provision. The other provisions of the General Terms and Conditions shall remain in full force and effect, unless mandatory rules of law dictate otherwise.
ARTICLE 17 DISPUTES AND APPLICABLE LAW
- All offers from and agreements with Gevelridder shall be governed exclusively by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (“Vienna Sales Convention”) is excluded.
- With respect to disputes that may arise between Gevelridder and the other party, the Dutch court within whose jurisdiction Gevelridder is located shall have exclusive jurisdiction to hear them, unless mandatory statutory provisions require otherwise.