General terms and conditions ProAmRD

Article 1: Definitions

1. ProAmRD established in Obdam, KvK number 86740210, shall be referred to in these general terms and conditions as seller.
2. Seller's counterparty shall be referred to in these general terms and conditions as buyer.
3. The parties are seller and buyer together.
4. Agreement means the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services or goods by or on behalf of the seller.
2. Deviations from these terms and conditions are only possible if expressly agreed in writing by the parties.

Article 3: Payment

1. The full purchase price is always paid immediately in the store. For reservations, in some cases a down payment is expected. In that case, the buyer will receive proof of the reservation and prepayment.
2. If buyer does not pay on time, he is in default. If buyer remains in default, seller is entitled to suspend the obligations until buyer has fulfilled his payment obligation.
3. If the buyer remains in default, the seller will proceed to collection. The costs related to such collection shall be borne by the buyer. These collection costs shall be calculated in accordance with the Compensation for Extrajudicial Collection Costs Decree.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims against the buyer shall be immediately due and payable.
5. If the buyer refuses to cooperate in the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.

Article 4: Offers, quotations and price

1. Offers are without obligation, unless the offer states a period for acceptance. If the offer is not accepted within that term, the offer will lapse.
2. Delivery times in offers are indicative and if exceeded do not entitle the buyer to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must agree explicitly and in writing.
4. The price stated on offers, quotations and invoices shall consist of the purchase price including the VAT payable and any other government levies.

Article 5: Right of withdrawal

1. The buyer is entitled to dissolve the agreement within 5 working days of receiving the order without giving reasons (right of withdrawal). The period starts to run from the moment the (entire) order is received by the buyer. To make use of the right of withdrawal, an email can be sent to [email protected].
2. There is no right of withdrawal when the products are custom-made according to his specifications or have only a short shelf life.
3. During the withdrawal period, the buyer will handle the product and its packaging with care. He shall only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all delivered accessories and - if reasonably possible - in the original shipping packaging to the Seller, in accordance with the reasonable and clear instructions provided by the Company.

Article 6: Amendment of the agreement

1. If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be done, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. The Seller shall inform the Buyer of this as soon as possible.
3. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, the Seller shall inform the Buyer thereof in writing in advance.
4. If the parties have agreed on a fixed price, the Seller shall indicate the extent to which the change or supplement to the Agreement will result in an overrun of this price.
5. Contrary to the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or supplement is the result of circumstances attributable to the seller.

Article 7: Delivery and transfer of risk

1. As soon as the purchased item is received by the buyer, the risk passes from the seller to the buyer.

Article 8: Examination, complaints

1. The Buyer shall be obliged to examine the delivered goods, or have them examined, at the time of delivery or transfer, but in any event within as short a period as possible. In doing so, the buyer must check whether the quality and quantity of the goods delivered are in accordance with what the parties have agreed, or at least whether the quality and quantity meet the requirements applicable to them in normal (commercial) dealings.

2. Complaints regarding damage, shortages or loss of delivered goods must be submitted to the seller in writing within 10 working days of the day of delivery of the goods by the buyer.

3. If the complaint is declared well-founded within the stipulated period, the seller has the right to either repair, redeliver or abandon delivery and send the buyer a credit note for that part of the purchase price.

4. Minor and/or industry-standard deviations and differences in quality, number, size or finish cannot be held against the seller.

5. Complaints regarding a certain product do not affect other products or parts belonging to the same agreement.

6. No complaints will be accepted after the goods have been processed at the buyer's premises.

Article 9: Samples and models

1. If a sample or model has been shown or provided to the Buyer, it is assumed to have been provided only as an indication without the goods to be delivered having to correspond to it. This is different if the parties have explicitly agreed that the good to be delivered will correspond to it.

2. In the case of agreements concerning immovable property, a statement of the surface area or other measurements and indications shall also be presumed to have been provided merely as an indication, without the item to be delivered having to correspond with it.

Article 10: Delivery

1. Delivery takes place 'ex factory/shop/warehouse'. This means that all costs are for the buyer.

2. The Buyer will be obliged to accept the goods at the moment that the Seller delivers them to him or has them delivered, or at the moment at which these goods are made available to him in accordance with the agreement.

3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller shall be entitled to store the goods at the Buyer's expense and risk.

4. If the goods are delivered, the Seller shall be entitled to charge any delivery costs.

5. If the Seller requires information from the Buyer for the execution of the Agreement, the delivery period shall commence after the Buyer has made this information available to the Seller.

6. A delivery period stated by the seller is indicative. It is never a deadline. If the term is exceeded, the buyer must give the seller written notice of default.

7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In case of delivery in parts the seller is entitled to invoice these parts separately. delivery in parts entitled to invoice these parts separately.

Article 11: Force majeure

1. If the seller is unable to fulfill his obligations under the agreement, or fails to do so on time or properly, due to force majeure, he will not be liable for any damage suffered by the buyer.

2. By force majeure the parties mean in any case every circumstance which the seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be demanded by the buyer, such as illness, war or threat of war, civil war and riots, acts of war, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of premises, strikes, lock-outs, altered government measures, transport difficulties and other disruptions in the seller's business.

3. Furthermore, the parties understand force majeure to mean the circumstance that supplying companies on which the seller depends for the execution of the agreement do not comply with the contractual obligations towards the seller, unless the seller can be blamed for this.

4. If a situation as referred to above arises as a result of which the Seller cannot fulfill its obligations to the Buyer, those obligations shall be suspended for as long as the Seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties shall be entitled to dissolve the agreement in writing in whole or in part.

5. In case the force majeure continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect. Dissolution can only be done by registered letter.

Article 12: Transfer of rights

1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a clause with property law effect as meant in article 3:83, second paragraph, Civil Code.
Article 13: Retention of title and right of retention

1. The goods and parts delivered to the Seller shall remain the Seller's property until the Buyer has paid the entire agreed price. Until that time, the Seller may invoke its retention of title and repossess the goods.

2. If the agreed amounts to be paid in advance are not paid or not paid on time, the seller shall be entitled to suspend the work until the agreed part has been paid. There is then a question of creditor default. Late delivery cannot be held against the seller in this case.

3. The seller is not authorized to pledge or otherwise encumber the goods subject to its retention of title.

4. The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy available for inspection on first request.

5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The goods will then not be delivered until the buyer has paid in full and in accordance with the agreement.

6. In case of liquidation, insolvency and suspension of payment of purchaser, the obligations of purchaser are immediately due and payable.

Article 14: Liability

1. Any liability for damage resulting from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the liability insurance(s) taken out. This amount will be increased by the amount of the excess following the relevant policy.

2. Not excluded is the seller's liability for damage resulting from intent or deliberate recklessness on the part of the seller or its executive employees.
Article 15: Obligation to complain

1. Purchaser is obliged to immediately report complaints about the work performed to vendor. The complaint shall contain as detailed a description as possible of the shortcoming, so that the Seller is able to respond adequately.

2. If a complaint is well-founded, Seller will be obliged to repair and possibly replace the good.

Article 16: Warranties

1. If guarantees are included in the agreement, the following applies. Vendor guarantees that the sold product complies with the agreement, that it functions without defects and that it is suitable for the use that purchaser intends to make of it. This warranty applies for a period of two calendar years after receipt of the sold by buyer.

2. The guarantee referred to is intended to create an allocation of risks between the seller and the buyer such that the consequences of a breach of guarantee will always be entirely for the account and at the risk of the seller and that the seller can never invoke Article 6:75 of the Dutch Civil Code with regard to a breach of guarantee. The provisions of the previous sentence also apply if the Buyer was aware or could have been aware of the breach by conducting an investigation.

3. The said guarantee does not apply when the defect has arisen as a result of injudicious or improper use or when - without permission - the buyer or third parties have made changes or attempted to make changes or have used the purchased item for purposes for which it is not intended.

4. If the guarantee provided by the Seller relates to an item produced by a third party, the guarantee is limited to the guarantee provided by the producer.

Article 17: Applicable law and competent court

1. Any agreement between the parties shall be governed exclusively by Dutch law.

2. The Dutch court in the district where (ProAmRD) has its registered office shall have exclusive jurisdiction to take cognizance of any disputes between the parties, unless otherwise required by mandatory law.

3. The applicability of the Vienna Sales Convention is excluded.

4. If in legal proceedings one or more provisions of these general conditions are deemed unreasonably onerous, the other provisions shall remain in full force.

Article 18:

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