GENERAL TERMS AND CONDITIONS OF:
The private company with limited liability
with its registered office and principal place of business at Kuppersweg 25, 2031EA, Haarlem, the Netherlands.
Hereinafter to be referred to as: “Ourdisplays”
Article 1 Definitions
In these general terms and conditions of delivery the stated words will have the following meaning:
The buyer of the products offered by Ourdisplays;
Agreement: an agreement between Ourdisplays and a buyer based on which Ourdisplays delivers a product to be specified in that agreement.
Article 2 Applicability
1. These general terms and conditions apply to any offer and any initial or follow-up agreement between Ourdisplays and Buyer, in respect of which Ourdisplays has declared these general terms and conditions applicable, to the extent that the parties do not expressly derogate in writing from these general terms and conditions.
2. Ourdisplays reserves the right to amend or supplement these general terms and conditions.
3. Buyer’s general terms and conditions do not apply unless Ourdisplays has explicitly consented to this in writing.
Article 3 Prices and quotations
1. The products offered by Ourdisplays are sold at the prices stated in the most recent price list, unless agreed otherwise.
2. Samples provided or models referred to in that catalogue are for indicative purposes only and no rights may be derived from them.
3. All offers, in whatever form, will be without obligation on the part of Ourdisplays, unless such offers contain a period for acceptance, and are based on delivery under normal conditions and during normal working hours. In the event that an offer without obligation is accepted, Ourdisplays is entitled to withdraw the offer within two days of receipt of acceptance thereof.
4.The prices stated by Ourdisplays are always exclusive of VAT and EX WORKS (Incoterms 2010), unless explicitly stated otherwise.
5. Ourdisplays will at all times have the right to determine that certain items will only be delivered in specific minimum quantities.
6. Ourdisplays reserves the right to change its prices in the interim.
Article 4 Payment
1. Unless otherwise agreed, the total costs of the purchased products will be paid in advance by Buyer, without prejudice to the provisions of Article 4.5. Failure on the part of Buyer to take delivery of items will leave the obligation to pay intact.
2. Ourdisplays will at all times, before delivering or continuing to deliver, have the right to require advance payment or security, to an extent considered sufficient by Ourdisplays, for the fulfilment of Buyer’s payment obligations, in which respect Ourdisplays will have the right to suspend further deliveries should Buyer fail to satisfy this request, which also applies in the event that a fixed delivery date has been agreed, without prejudice to the right of Ourdisplays to demand compensation for loss or damage due to late performance or non-performance of the agreement.
3. If payment is late or incorrect, Buyer will be in default by operation of law and will owe default interest with immediate effect, equivalent to the applicable statutory commercial interest. Ourdisplays reserves the right to outsource collection of outstanding debts or to transfer them to third parties.
4. All extrajudicial and judicial costs connected to the collection of outstanding invoices – with a minimum of 15% on the amount to be collected – will be payable by Buyer.
5. Unless explicitly agreed otherwise, all payments by Buyer, in whatever manner effected, will in the first place be used to reduce the costs, subsequently to reduce the interest due and finally to reduce the principal sum of the invoices left unpaid.
6. Ourdisplays has the option to establish a credit limit for Buyer. Once the credit limit has been reached, Buyer must first pay the outstanding amount or part of it before the next order will be delivered, in spite of any agreed payment term not having expired yet.
Ourdisplays is entitled to engage the services of third parties to determine the credit limit.
Article 5 Retention of title
1. The products delivered to Buyer remain the property of Ourdisplays until Buyer has paid the amounts owed in full.
2. If Ourdisplays repossesses the products delivered subject to retention of title, Ourdisplays’ claim against Buyer with respect to these products will be reduced by the market value of the repossessed items at the time of repossession. The market value will in any case be equivalent to the purchase price realised by private or public sale of the repossessed items at the time of repossession.
3. Buyer will receive a credit note with respect to the repossessed items that Buyer may set off against Ourdisplays’ outstanding claim against Buyer.
4. Ourdisplays is entitled to repossess as many products from Buyer as needed to satisfy its claim, including interest and costs as stated in Article 4 of these conditions.
5. The retained ownership also applies with respect to claims that Ourdisplays might acquire against Buyer on account of Buyer’s failure to fulfil one or more of its obligations towards Ourdisplays.
6. As long as title to the delivered items has not passed to Buyer, Buyer may not pledge these items or grant a third party any other right thereto other than within the scope of the normal exercise of its business, in which respect Buyer undertakes, in the case of a credit sale, to stipulate retention of title with its buyers pursuant to the provisions of this article.