Terms & Conditions VeganUP VOF
augustus 2020, Rotterdam
Article 1 Definitions
- In these general terms and conditions of sale and delivery of VeganUP, with its registered office in Rotterdam, and all directly or indirectly affiliated companies and companies;
- Agreement: every agreement between VeganUP and the Customer and any change or addition thereto;
- Goods: all tangible goods that are (will) be delivered to the Customer for the performance of an Agreement;
- Services: services to be provided by VeganUP to the Customer, including - but not limited to - giving advice;
- Damage: all direct financial damage suffered by the Customer, with the exception of lost turnover, profit and / or other consequential damage, but including reasonable costs incurred by accountants, legal advisers and tax specialists to determine damage and liability;
- Conditions: these general terms and conditions of sale and delivery.
Article 2 Applicability
- These Conditions apply to all legal relationships between VeganUP and the Customer, including offers and Agreements.
- By accepting an offer made by VeganUP, the Customer also accepts the applicability of these Conditions. Applicability of the Customer's general terms and conditions is explicitly rejected by VeganUP.
- Deviations from and / or additions to these Conditions only apply if and insofar as they have been explicitly accepted in writing by an authorized representative of VeganUP. An agreed deviation or addition only relates to the delivery for which it has been agreed.
Article 3 Offer, acceptance & orders
- All offers and quotations, in any way made by or on behalf of VeganUP, are without obligation, unless they contain a term for acceptance. Offers mentioned in brochures, price lists, etc. are also without obligation. If a non-binding offer is accepted by the Customer, VeganUP has the right to withdraw the offer.
- Offers and promises of intermediaries, representatives and / or employees engaged by VeganUP are only binding if they have been confirmed in writing by VeganUP.
- VeganUP is completely free to accept or reject orders from a Customer.
- Agreements are concluded the moment (1) VeganUP confirms an offer or order from the Customer in writing; (2) the moment VeganUP starts with the execution of the Agreement; or (3) at the moment that VeganUP sends an invoice to the Customer for the Agreement in question.
- Orders from Customers accepted by VeganUP are considered to be only determinative by type and brand. If a packaging, version, model, type, etc. has been changed, VeganUP is discharged by delivery of the changed packaging, version, model, type, etc. at the applicable standard price.
Article 4. Delivery, transfer of risk, inspection and complaints
- Unless otherwise agreed in writing, delivery takes place ex distribution center of VeganUP. The Goods to be delivered are at the expense and risk of the Buyer from the moment they leave the distribution center.
- If and insofar as VeganUP takes care of the transport of the Goods, this does not affect the provisions of paragraph 1 of this article. The mode of transport is determined by VeganUP. The Buyer is obliged to receive the Goods at the agreed place of delivery and to unload them immediately.
- If VeganUP arranges the transport of the Goods, whether or not on behalf of the Customer, VeganUP is free to choose the packaging, the transporter and the route to be followed. If VeganUP also provides transport insurance, this does not affect the provisions of paragraph 1 and the Customer will, if desired, insure the Goods additionally.
- From the moment that the Goods are at the expense and risk of the Customer, the Customer will ensure adequate insurance for the Goods against all possible risks, such as - but not limited to - loss, theft, damage and / or destruction of the goods.
- VeganUP has the right to deliver in parts, in which case that which has been agreed between the parties regarding such sales applies to each delivery separately. VeganUP is entitled to invoice the relevant partial delivery pro rata.
- If the date of actual delivery is postponed at the request or through the actions of the Customer, the Customer requests deliveries in parts and / or Goods are not collected, then the risk for the Goods will nevertheless pass to the Customer as from the moment these Goods are identified as 'goods of the Customer' in the administration and / or the storage space of VeganUP. From that moment on, VeganUP is entitled to invoice the Goods to the Customer. Any costs of extra transport, storage, insurance and / or other extra costs are for the account of the Customer.
- Upon delivery, the Customer must examine whether the goods comply with the Agreement (correct product, correct quality, correct quantity, correct best-before date, absence of damage, etc.). If the items do not comply with the Agreement, the Customer can no longer invoke this if, in the event of visible defects, he does not notify VeganUP within 2 working days after delivery, and in the case of invisible defects within 2 days after discovery or at least within 7 days after delivery, in writing and with reasons. has given notice. Furthermore, Customer's right to complain lapses if he does not sufficiently cooperate with VeganUP's investigation into the validity of the submitted complaint. The customer will give VeganUP the opportunity to view the goods.
- Changes to technical insights in the sector and / or government regulations are at the risk of the Buyer. Minor or technically unavoidable deviations in quality, quantity, dimensions, color, size, etc. do not constitute grounds for complaint. The same applies to color differences as a result of light and / or weather influences.
- Returns are only accepted after the prior written approval of VeganUP. The costs and risks associated with return shipments are at the risk of the Customer.
- VeganUP is not obliged to take back Goods purchased by sample or selected at the location of VeganUP. The right to complain furthermore lapses if the Customer has not fulfilled his obligations or if the Goods have been taken into use, processed and / or processed.
- If the goods delivered are defective and all the aforementioned procedural requirements have been observed, VeganUP will either repair the defective good or have it replaced by a non-defective product, or credit the amount corresponding to the complaint to the Customer, entirely at its discretion. from VeganUP. VeganUP is not liable for any damage suffered by the Customer with regard to defective products.
Article 5 Services
- If VeganUP provides Services to the Customer, VeganUP will make every effort to perform these Services as well as possible.
- The Customer agrees that VeganUP can engage one or more third parties for the performance of Services. VeganUP is not liable for shortcomings of third parties who do not work in the employment of VeganUP, except for intent or gross negligence on the part of VeganUP. The authority to engage third parties also includes the authority to agree to a limitation of liability by the relevant third parties on behalf of the Customer.
Article 6 Delivery periods
- Specified or agreed delivery terms are never to be regarded as deadlines. In the event of late delivery, VeganUP is only in default after written notice of default, whereby a further and reasonable term for delivery is set that is at least equal to 30 days, while the Customer is still obliged to purchase.
- Should default occur after notice of default, VeganUP will consult with the Customer about compliance or dissolution of the agreement. The customer can only claim compensation for damage if this has been agreed in writing in advance. Any damage to be compensated by VeganUP will never be greater than that part of the invoice amount that relates to the Goods not delivered, not delivered on time, not correctly or not completely.
Article 7 Prices, payment and settlement
- The Goods and / or Services delivered to the Customer are calculated at the prices of VeganUP for the relevant Goods and / or Services valid on the day of Delivery, even if a different price has been explicitly agreed. If the charged price is more than 10% higher than the initially agreed price, the Buyer has the right to dissolve the Agreement in writing immediately after the Buyer has made the price increase on the
has been notified. After that, the right to dissolution expires. The customer is not entitled to terminate the agreement on this ground if the price increase is the result of government measures or freight rates.
- All prices are exclusive of VAT, packaging and / or packaging costs, disposal contributions and any other taxes and levies due by the government as they apply at the time of Delivery, unless expressly stated otherwise. Unless otherwise agreed, transport, shipping and / or postage costs and costs related to insuring the Goods are at the expense of the Customer.
- The customer is obliged to pay VeganUP the costs of packaging. The packaging is credited to the Customer by VeganUP on the condition that the Customer (1) returns it to VeganUP by his own car (2) within 1 year after delivery thereof, (3) this packaging is invoiced and paid to the Customer, and (4) this has been sorted by the Customer by brand and content.
- Payment to VeganUP must be made within 5 days of the invoice date in a manner to be indicated by VeganUP. Delivery will only take place after full payment has been received, unless the parties have agreed otherwise in writing.
- Payment is effectively made in the invoiced currency and without settlement, discount or suspension. VeganUP is authorized to claim amounts that it has at any time from the Customer, to set off against amounts that VeganUP or an associated company owes or will owe to the Customer.
- If payment is not made within 5 days of the invoice date, or at least within the agreed payment term, the Customer will be in default by operation of law without further notice of default. In case of default, all payment obligations of the Customer are immediately due and payable and the Customer is obliged to reimburse VeganUP of default interest on amounts owed equal to the statutory commercial interest under Article 6: 119a of the Dutch Civil Code plus two (2) percentage points. In addition, the Customer owes VeganUP a credit limitation surcharge equal to 3% of the outstanding invoice amount.
- If there is good reason to fear that the Customer will not strictly fulfill its obligations, all claims of VeganUP on the Customer are immediately due and payable and the Customer is obliged to immediately provide adequate security in the form desired by VeganUP at the first request of VeganUP and this necessary to complete for the fulfillment of all its obligations. As long as the Customer has not complied with this, VeganUP is entitled to suspend compliance with its obligations.
- If the Customer does not (timely) fulfill his payment obligations, all collection costs (both judicial and extrajudicial) are for the account of the Customer. The extrajudicial collection costs are calculated in accordance with the Voorwerk II Report, however with a minimum of € 1,500.
- The customer can only object to an invoice in writing within 8 days of the invoice date. After expiry of that period, the Customer is deemed to have agreed to the relevant invoice.
- Payments by or on behalf of the Customer successively serve to settle the extrajudicial collection costs owed by the Customer, the judicial costs, the interest owed and then in order of age of the outstanding principal, regardless of instructions to the contrary from the Customer.
Article 8 Retention of title
- VeganUP reserves the ownership of the Goods until they have been fully satisfied:
- the performance owed by the Customer for all Goods and / or Services delivered or to be delivered by VeganUP; and
- all claims of VeganUP on the Customer due to the Customer's failure to fulfill its obligations.
- If the retention of title is invoked, the Customer is not entitled to reimbursement of the storage costs, nor can it invoke a right of retention in this respect.
- If the Customer is in default with regard to the obligations as referred to in Article 7, or if VeganUP has good reason in its opinion to fear that the Customer will not fulfill its obligations, VeganUP is entitled to return the goods that belong to it. from where they are located. The Customer grants VeganUP irrevocable authorization for that purpose to enter or have entered the areas in use by or for the Customer. In the event that the Customer does not comply with the provisions of this paragraph on first request, the Customer will forfeit to VeganUP an immediately payable fine equal to 10% of the amount still owed by the Customer to VeganUP per day.
- The Customer is authorized to resell or use the Goods delivered under retention of title, if and insofar as necessary, exclusively in the context of the normal course of his business. In the event of sale, the Purchaser is bound by these Goods
also and only on condition of this retention of title and in accordance with the provisions of this article. An exception applies to the situation in which the Customer has gone into bankruptcy or moratorium, in which case resale in the context of the normal course of business is not permitted. The Customer is not authorized to pledge the Goods delivered under retention of title to third parties or to have them serve as security in the broadest sense of the word to third parties and / or to establish any limited right to them.
- The customer is obliged to keep the goods delivered under retention of title carefully and as recognizable property of VeganUP and to insure them adequately against all business and other risks (including - but not limited to - fire, theft, water damage, explosion, etc.) . At VeganUP's first request, the Customer will provide copies to VeganUP of the applicable insurance policies, including proof of timely premium payment.
- On delivered Goods that have passed into the ownership of the Buyer - or that have been processed - and are still in the hands of the Buyer, the Buyer hereby establishes a right of pledge on behalf of VeganUP as security for the fulfillment of claims, other than those referred to in paragraph 1 of this article (including - but not limited to - future claims), which VeganUP may have or obtain on the Customer. At the first request of VeganUP, the Customer will hand over the Goods that fall under this right of pledge to VeganUP in order to realize a pledge. Paragraph 3 of this article applies accordingly.
- The customer is furthermore obliged to upon the first request of VeganUP:
- To pledge any claims of the Customer against insurers regarding the Goods referred to in this article to VeganUP; and / or
- To pledge any claims of the Customer against its debtors regarding the Goods referred to in this article to VeganUP; and / or
- To cooperate in other ways with all reasonable measures that VeganUP wishes to take to protect its interests and / or property rights, provided that the measures to be taken do not disproportionately hinder the Customer in its business operations.
Article 9 Guarantee
- VeganUP does not give any other or further guarantee on Goods than the guarantee of its suppliers and / or producers for the relevant Good.
- If a supplier and / or producer does not generally provide a guarantee on a Good, VeganUP guarantees that the Good in question has the properties that can be expected from it during a period after purchase that is reasonable for such products. Under no circumstances will this term be longer than 6 months. The warranty applies only under normal use, in accordance with the applicable regulations for the relevant Good. In case the Good turns out to be defective within this warranty period, the Customer will return it to VeganUP. VeganUP is responsible for repair or replacement of the defective Good. VeganUP is not bound to more than that. Under no circumstances is VeganUP obliged to pay any compensation due to the possible defectiveness of Goods during the warranty period.
- Carrying out repair and / or change work to a Good without the written permission of VeganUP will void any warranty. The same applies if Goods are not handled and / or cleaned according to the instructions.
- In the case of resale of Goods to third parties, the Customer will not provide any guarantees that go beyond those stated in this article.
- No guarantee is provided on Services. No guarantee is provided on natural products insofar as they are items that are inherent to the relevant natural product. For wood this concerns, for example, small cracks, cracks and cracks, resin cores, knots, small and / or
usual color difference and deviating grain.