General delivery and sales conditions Quacent BV

Index

1. Article 1 – Definitions
2. Article 2 – Identity of the Quacent BV
3. Article 3 – Applicability
4. Article 4 – Offer and agreement
5. Article 5 – No right of withdrawal
6. Article 6 – The price
7. Article 7 – Conformity and Warranty
8. Article 8 – Delivery and execution
9. Article 9 – Liability
10. Article 10 – Payment
11. Article 11 – Costs
12. Article 12 – Retention of title
13. Article 13 – Disputes
14. Article 14 – Perpetual clause
15. Article 15 – Multiple parties
16. Article 16 – Legal force
17. Article 17 – Applicable law
18. Article 18 – Conversion and amendment

Article 1 – Definitions

1. In these terms and conditions, the following definitions apply:
2. Customer: the legal entity or natural person who enters into an agreement with Quacent BV subject to the applicability of these general terms and conditions.
3. Quacent BV: The legal entity referred to in Article 2 of these general terms and conditions.
4. Day: calendar day.
5. General terms and conditions: the present general terms and conditions of Quacent BV.

Article 2 – Identity of the Quacent BV

Quacent B.V., established in Tilburg, registered in the trade register under Chamber of Commerce 81181159.

Article 3 – Applicability

1. These general terms and conditions apply to the content, conclusion and fulfillment of all agreements concluded with Quacent BV or its affiliates and replace any previously applicable and/or registered general delivery and sales conditions. Clauses, in particular special provisions, which deviate from these general terms and conditions, are only valid insofar as they have been confirmed by Quacent BV in writing (or by e-mail).
2. With due observance of the foregoing, the applicability of any conditions used by the customer is expressly excluded.
3. In any case, these terms and conditions apply at all times in addition to what the parties have agreed upon.
4. Situations that are not regulated in these general terms and conditions must be assessed ‘in the spirit’ of these general terms and conditions.
5. Uncertainties about the interpretation or content of one or more provisions of these terms and conditions must be explained ‘in the spirit’ of these general terms and conditions.

Article 4 – Offer and agreement

1. The offer contains a complete and accurate description of the products and/or services offered. Obvious mistakes or obvious errors in the offer are not binding on Quacent BV.
2. All images, specifications and other information stated in the offer are only an indication and cannot give rise to compensation or dissolution of the agreement.
3. Subject to the provisions of paragraph 7, the agreement is concluded at the time of acceptance by the customer of the offer and the fulfillment of the associated conditions.
4. If the customer has accepted the offer electronically, Quacent BV will immediately confirm receipt of the acceptance of the offer electronically.
5. If the agreement is concluded electronically, Quacent BV will take appropriate technical and organizational measures to secure the electronic transfer of data and ensure a safe web environment. If the customer can pay electronically, Quacent BV will observe appropriate security measures.
6. Quacent BV can inform itself – within legal frameworks – whether the customer can meet his payment obligations, as well as about all those facts and factors that are important for a responsible conclusion of the agreement. If, on the basis of this investigation, the Quacent BV has good reasons not to enter into the agreement, it is entitled to refuse an order or request with reasons, or to attach special conditions to the execution.

Article 5 – No right of withdrawal

Since all products that Quacent BV supplies under the agreement are custom-made and specially specified for the customer and ordered from the factory products, any legally applicable right of withdrawal will be expressly excluded.

Article 6 – The price

1. Unless otherwise agreed, the prices quoted or agreed are exclusive of VAT, insurance, transport and any duties or taxes to be levied by the government.
2. Prices are subject to printing and typographical errors. No liability is accepted for the consequences of printing and typing errors. In the event of printing and typesetting errors, Quacent BV is not obliged to deliver the product according to the incorrectly communicated price.
3. Cost-increasing circumstances, over which Quacent BV has no influence, such as changes in factory or importer prices, in exchange rates, etc., will be passed on to the customer.

Article 7 – Conformity and Warranty

1. Quacent BV guarantees that the products and/or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and the legal provisions existing on the date of the conclusion of the agreement and /or government regulations.
2. Any defects or incorrectly delivered products must be reported to Quacent BV in writing, if possible digitally, with a photo of the defect, within 48 hours after delivery.
3. Minor deviations from the delivered products, in color or material, while the usability for the application remains virtually the same, does not constitute a shortcoming in the performance. With regard to deviations that do result in a shortcoming, Quacent BV will only be in default after still non-compliance, after having been given written notice of default, whereby a reasonable term for compliance has been granted. This period is only reasonable if expressly taken into account is the time required to return products to the factory and to have a replacement product transported from the factory to the customer. Possible causes of delay that originate with the manufacturer constitute force majeure for Quacent BV in its obligations to the customer.
4. The warranty period of Quacent BV corresponds to the factory warranty period, with a maximum of 10 years. The warranty does not apply if:
   • The customer has repaired and/or modified or supplied the delivered products himself or has had third parties repaired and/or edited;
   • The delivered products have been exposed to abnormal conditions or otherwise handled carelessly or contrary to the directions of Quacent BV and/or instructions on the packaging have been treated;
   • The defectiveness is wholly or partly the result of regulations that the government has made or will make with regard to the nature or quality of the materials used.

Article 8 – Delivery and execution

1. Quacent BV will take the greatest possible care when receiving and executing orders for products and when assessing applications for the provision of services.
2. The place of delivery is the address that the customer has made known to the company.
3. All delivery times are indicative. The customer cannot derive any rights from any stated terms. Exceeding a term does not entitle the customer to compensation.
4. The risk of damage and/or loss of products rests with Quacent BV until the moment of delivery to the customer or a representative designated in advance and made known to Quacent BV, unless expressly agreed otherwise. The risk in return shipment lies with the customer.

Article 9 – Liability

1. Quacent BV accepts no liability whatsoever in the event of non-compliance, late, incomplete or incorrect compliance, in any way whatsoever, without prejudice to the Contractor’s right to still comply with what has been stipulated by the customer.
2. Liability for indirect or consequential damage is excluded.
3. If it is established that Quacent BV is liable for any damage, that liability is limited to the amount of the invoices. In the event that Quacent BV cannot invoke the foregoing, the liability is in any case limited to the amount paid out to Quacent BV by the insurer.
4. Quacent BV is not liable for what the customer will be obliged to do towards third parties, other than the direct obligation of Quacent BV towards the customer as ensuing from these terms and conditions. The customer will indemnify Quacent BV in this regard.
5. Quacent BV accepts no liability for any damage as a result of following advice or information given by it. Quacent BV is never responsible for the ultimate suitability of the products for each individual application by the customer, insofar as the suitability of a specific application has not been explicitly promised by Quacent BV.

Article 10 – Payment

1. Unless otherwise agreed, the owed by the customer amounts to be paid within 14 days of the invoice date.
2. The customer is deemed to have agreed term by operation of law, therefore without summons or notice of default, to be in default.
3. The customer has the obligation to correct inaccuracies in payment details provided or stated immediately to Quacent BV.
4. If the customer has not paid within the term set in paragraph 1, Quacent BV the right to charge interest from the due date, without prejudice to the further rights accruing to Quacent BV. The amount of the interest is in accordance with that of the statutory (commercial) interest. The percentage will be the same to that of the statutory (commercial) interest, increased by 4.
5. Every obligation of the customer is immediately due and payable in the event that the customer is granted a moratorium applies for payment, is declared bankrupt, are liquidate or (partially) transfer the company to third parties, under guardianship or if his assets are seized.
6. Payments received by Quacent BV are first of all deducted from the following article certain (judicial and extrajudicial) costs, then on the interest due and finally on the longest due invoice or claim, even if the Customer indicates otherwise.
7. If fulfillment takes place in parts, each part may be separately are billed.

Article 11 – Costs

All possible costs, including collection, bailiff’s, lawyer’s fees, both judicial and extrajudicial, which are made by Quacent BV in order to achieve fulfillment of the obligations of the Customer, are at the expense from Customer. The extrajudicial costs amount to 15% of the claim, with a minimum of € 250.00, about which no proof needs to be provided, without prejudice to the right of Quacent BV to fulfillment and further compensation of the injury. The costs are due from the moment the claim is handed over is given, whether or not the Customer is aware of it. In case a payment term is exceeded and Customer is reminded by Quacent BV, Quacent BV is entitled to charge € 10.00 administration costs.

Article 12 – Retention of title

All delivered products remain the property of Quacent BV until the customer has obligations under the agreement and applicable conditions met. This also applies if the products have been processed, used, consumed or in other goods are included. Quacent BV obtains upon mixing, processing or incorporation in other goods at all times co-ownership in proportion to the value of the goods Quacent BV delivered goods. The customer is therefore not authorized to transfer property, or otherwise possess or control the possession of any third party or to pledge it to third parties or otherwise encumber it.

Article 13 – Disputes

All disputes between the parties, including those which are only disputed by one of the parties as such shall be settled by the competent court of the place of the registered office of Quacent BV, without prejudice to the right of Quacent BV to choose the court competent by law or by treaty.

Article 14 – Perpetual clause

In the event of a (partial) transfer and/or change of his company, the customer is obliged impose these terms and conditions on his successors and/or associates, failing which of which he remains liable to Quacent BV for their omissions.

Article 15 – Multiple parties

If an agreement is concluded between Quacent BV on the one hand and two or more parties on the other hand, these parties are each jointly and severally liable for the entire fulfillment thereof.

Article 16 – Legal force

These general terms and conditions remain in force if the company of Quacent BV changes its name, legal form or owner in whole or in part.

Article 17 – Applicable law

1. Dutch law applies to all agreements to which these terms and conditions apply.
2. In any event, the parties agree that the place of establishment of Quacent BV shall apply as the place of performance of all obligations arising from these terms and conditions and the agreements to which the terms and conditions apply.

Article 18 – Conversion and amendment

1. If any stipulation mentioned in these terms and conditions, and applicable to Quacent BV, is declared null and void, this stipulation will be replaced by a valid stipulation that corresponds as much as possible to the same intent. The validity of the other provisions of these terms and conditions remains unchanged.
2. Quacent BV reserves the right to change these terms and conditions.