TERMS AND CONDITIONS Carmo B.V.
FILED WITH THE CHAMBER OF COMMERCE IN EINDHOVEN UNDER NUMBER 17085093
Article 1. GENERAL
1.1. These terms and conditions apply to all offers and agreements for the purchase/sale of goods and/or assignments and services of Carmo B.V. hereinafter referred to as Carmo B.V.;
1.2. Additions or deviations from these terms and conditions must be agreed in writing and only apply to the agreement for which they were made.
1.3. The rights and obligations arising from agreements between Carmo B.V. and the other party cannot be transferred to third parties by the other party, unless with written permission from Carmo B.V.
1.4. Other general terms and conditions, including those of the client, will be accepted by Carmo B.V. not accepted, unless otherwise agreed in writing and by Carmo B.V. is attached.
Article 2. OFFERS
2.1. All offers are without obligation and are valid for 1 month, unless otherwise agreed in writing. An offer containing a term can be accepted by Carmo B.V. can nevertheless be revoked, even after receipt of the order or assignment, provided that this is done within 5 working days after receipt of that order or assignment.
2.2. Quantities, weights, sizes, prices, etc. stated in price lists, quotations, other documents and the website are for information purposes only. They have the character of an approximate designation and bind Carmo B.V. not.
Article 3. AGREEMENTS
Except in the case of placing an order by means of a down payment, an agreement is only deemed to have been legally concluded after Carmo B.V. has confirmed the order or assignment in writing or has commenced the execution of the order or assignment. The content of the agreement is determined by the quotation and/or order confirmation from Carmo B.V. and these terms and conditions.
Article 4. PRICES
4.1. All quotations and prices that Carmo B.V. charges, the prices applicable at the time of the offer or the conclusion of the agreement, and ex warehouse, are in euros and exclusive of VAT and other costs related to the agreement, such as levies, surcharges, unless otherwise agreed in writing. If delivery has taken place, the materials are the responsibility of the buyer.
4.2. If, after the conclusion of the agreement, the prices of materials, taxes and/or other factors that help determine the price of the goods and/or services undergo a change, Carmo B.V. entitled to implement these price changes. Price changes of more than 10% give the other party the right to dissolve the agreement, provided this is done in writing and within seven days after receipt of the relevant notification. A dissolution as mentioned above does not entitle the other party to compensation for any damage.
Article 5. PAYMENT
5.1. In principle, delivery is only effected cash on delivery. The products are delivered after the full amount due has been paid. In exceptional cases, payment must then be made within 14 days of the invoice date.
5.2. The other party is in default after the payment term referred to in paragraph 1 of this article has expired without a notice of default being required, regardless of whether or not the exceeding thereof can be attributed to the other party.
5.3. Without prejudice to its further rights, Carmo B.V. then authorized to charge interest on the outstanding amount of 1.5% per month or part of a month, to be calculated from the relevant due date.
5.4. All by Carmo B.V. Extrajudicial and judicial costs incurred in the context of a dispute with the other party, both claiming and defending, will be borne by the other party.
5.5. Incoming payments serve to settle the oldest outstanding items, including interest and costs, even if the other party declares otherwise in this respect.
Article 6. CANCELLATION
6.1. In the event of cancellation by the other party, all costs incurred by Carmo B.V. costs incurred in connection with the order or assignment, as well as the loss of profit, are immediately due and payable, with a minimum of 10% of the principal sum, all to be increased insofar as necessary by any costs incurred by Carmo B.V. damage suffered as a result of the cancellation.
6.2. When canceling the order, the entitlement to the down payment lapses.
Article 7. DELIVERY TIME, DELIVERY, RISK
7.1. The delivery term stated or agreed in the offer and/or the order confirmation does not count as a strict deadline and is only indicated approximately, even if it has been expressly accepted by the other party. In the event of late delivery, Carmo B.V. therefore not in default until after written notice of default.
7.2. The stated or agreed delivery term is in any case, but not limited to, automatically extended by the period(s) during which:
- there is a delay in the manufacture and/or dispatch and/or assembly and/or other circumstance temporarily preventing the execution, regardless of whether this is Carmo B.V. can be attributed;
- the other party in one or more obligations towards Carmo B.V. falls short or there is a well-founded fear that it will fall short, regardless of whether the reasons for this are well-founded or not;
- the other party Carmo B.V. makes it impossible to perform the agreement; this situation arises, among other things, if the other party fails to communicate the place of delivery or to make data, items or facilities available for the performance required.
7.3. The other party must pay Carmo B.V. to receive and check purchased goods or services (see warranty). If these goods are refused by the other party or delivery proves impossible, the goods will be returned by Carmo B.V. stored, at the expense and risk of the other party. The costs for storage are for the account of the other party. Carmo B.V. will demand performance, but reserves the right to dissolve the agreement without judicial intervention, without prejudice to the right of Carmo B.V. on compensation.
Article 8. IMPLEMENTATION OF THE AGREEMENT
8.1. Carmo B.V. will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
8.2. Carmo B.V. is entitled, without the permission of the other party, to outsource the assignment or parts thereof to or to have it performed by third parties who are not employed by Carmo B.V.
8.3. The other party will ensure that all data of which Carmo B.V. indicates that these are necessary or of which the other party should reasonably understand that they are necessary for the execution of the agreement, to Carmo B.V. in a timely manner. are provided.
8.4. For testing and repair, a processing time of approx. 3 days applies from the date of delivery.
Article 9. WARRANTY / ADVERTISEMENT
9.1. For all Carmo B.V. products supplied and manufactured by third parties are covered by the manufacturer's warranty as granted by the relevant manufacturer or supplier Carmo B.V. guarantees that all items are suitable and legally permissible for the purpose for which they are intended, that they conform to the agreed specifications and that these items are free from defects in material and workmanship.
9.2. With due observance of the provisions elsewhere in these terms and conditions, Carmo B.V. guarantees the soundness and quality of the products supplied by it or the materials used and/or supplied, for one (1) year from delivery. This warranty provision also applies to hidden defects, but only if such defects are exclusively or predominantly the result of incorrect manufacturing of the delivered goods by Carmo B.V. , Carmo B.V. to repair, replace or reimburse the client free of charge the defects in the delivered goods that arise as a result thereof, at the discretion of Carmo B.V.
9.3. The warranty obligation of Carmo B.V. expires if the delivered goods are used improperly by the other party, are treated incorrectly or are exposed to an extraordinary load, the technical instructions regarding the use of the product are not observed.
9.4. The warranty period is not extended by repair or replacement of parts within the warranty period.
9.5. Advertising is not possible if:
- Proof of purchase / purchase receipt cannot be submitted;
- The delivered goods/the assembly show one or more imperfections or deviations that fall within a reasonable tolerance;
- The goods have been used for a purpose other than that for which they are normally intended or, in the opinion of Carmo B.V., have been used injudiciously (for example racing purposes), stored or transported or by the other party;
- The damage was caused by negligence on the part of the other party (for example due to insufficient maintenance) or because the other party acted contrary to instructions, directions and advice from Carmo B.V.;
- The other party does not fulfill its obligations towards Carmo B.V. (both financially and otherwise);
- Without written permission from Carmo B.V. repairs or other work to the work carried out by third parties.
9.6. If the other party complains in writing within five days of receipt, with due observance of the provisions of the relevant agreement and these general terms and conditions, and Carmo B.V. is found to be justified, Carmo B.V. at its option, replace the defective goods (or parts thereof) free of charge (after which the replaced goods become its property) or repair or perform the work again or grant a price reduction.
9.7. The processing of a complaint does not suspend the other party's payment obligation.
9.8. If attention is paid to a complaint outside of the cases described above, this will be done entirely without obligation and the other party cannot derive any rights from this.
Article 10. INSPECTION
The goods are checked by Carmo B.V. before delivery. checked. The other party has the right, at its own expense, to inspect the goods before delivery on time and place by Carmo B.V. established.
Article 11. NON-PERFORMANCE/ DISSOLUTION/ SUSPENSION
11.1. Carmo B.V. is authorized to terminate the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend performance, without prejudice to its other rights (to performance and/or compensation), if:
- the other party acts contrary with any provision of the agreement between the parties;
- the other party dies, applies for suspension of payments or files a declaration of bankruptcy;
- bankruptcy of the other party is requested;
- the business of the other party is shut down or liquidated;
- a private agreement is offered;
- any asset of the other party is seized;
11.2. The provisions of paragraph 1 of this article apply mutatis mutandis if the other party, after having been invited to do so in writing, has not, in the opinion of Carmo B.V., within seven days agreed to do so. provided appropriate security.
Article 12. RETENTION OF TITLE
12.1. Delivery takes place under retention of title. This reservation applies to claims for payment of all amounts paid by Carmo B.V. goods delivered or to be delivered to the other party under any agreement and/or work performed within the framework of the delivery, as well as in respect of claims due to the other party's failure to comply with these agreements.
12.2. Carmo B.V. is authorized in the cases referred to in Article 11 paragraph 1 above to take back the delivered goods that have remained its property in accordance with the previous paragraph of this article. Such a repossession counts as a dissolution of the agreement(s) concluded with the other party. The other party authorizes Carmo B.V. irrevocably insofar as necessary to remove the relevant items (or have them removed) from where they are located.
12.3. The other party is entitled, if and insofar as necessary in the context of its normal business operations, to dispose of the goods subject to retention of title. If the other party makes use of this right, it is obliged to transfer the goods subject to retention of title to third parties, also subject to the property rights of Carmo B.V. to deliver. He is also obliged to inform Carmo B.V. to grant an undisclosed right of pledge on the claims it has or will have against these third parties at its first request. In the event that the other party refuses to do so, this provision will serve as an irrevocable power of attorney to Carmo B.V. to establish this lien.
Article 13. RIGHT OF RETENTION
Carmo B.V. is authorized to suspend the fulfillment of the obligation to hand over an item of the other party, which it has in its possession in the context of an assignment, until the claim of Carmo B.V. has been settled. with regard to that item has been paid in full, including interest and costs, unless the other party has provided sufficient security for the goods in question.
Article 14. LIABILITY
14.1. Carmo B.V. is not liable for damage caused as a result of any shortcoming in the fulfillment of its obligation(s) towards the other party. The fulfillment of the obligations under guarantee/complaint as described in Article 9 above applies as sole and full compensation. Any other claim for compensation, for whatever reason, is excluded, unless there is intent or gross negligence on the part of Carmo B.V. or managerial subordinates.
14.2. Carmo B.V. nor liable for intent or (gross) negligence of (non-executive) subordinates or others whom it has engaged in the context of the implementation of the agreement.
14.3. Carmo B.V. accepts no liability for advice provided by or on behalf of it.
14.4. Carmo B.V. has the right at all times to repair damage suffered by the other party. The other party must serve Carmo B.V. to be given the opportunity to do so, otherwise the liability and therefore the compensation will lapse.
Article 15. FORCE MAJEURE
15.1. Force majeure within the meaning of these general terms and conditions is understood to mean any circumstance beyond the will and fault of Carmo B.V., whether or not foreseeable at the time of entering into the agreement, as a result of which performance cannot reasonably be expected from Carmo B.V. may be required, such as war, government measures, lack of raw materials, factory or transport breakdowns of any kind, strikes, lockout or lack of personnel, quarantine, epidemics, frost, failure of third parties that Carmo B.V. have been engaged for the implementation of the agreement (such as late delivery by suppliers), etc.
15.2. Force majeure gives Carmo B.V. the right either to terminate the agreement in whole or in part, or to suspend the performance of its obligations, without being obliged to pay compensation. With regard to the part of the agreement that has already been performed, the other party remains obliged to pay.
Article 16. CONFIDENTIALITY/INTELLECTUAL PROPERTY RIGHTS
16.1. The other party undertakes to maintain full confidentiality of all data and information concerning Carmo B.V. or its company, both during and after termination of the agreement and the relationship between the parties, insofar as this information has been provided confidentially or is of an apparently confidential nature.
16.2. Carmo B.V. reserves all rights (of intellectual property) with regard to the goods delivered by it in the broadest sense of the word, in particular the copyrights on all works as referred to in Article 10 of the Copyright Act. The other party undertakes not to violate or affect these rights in any way, directly or indirectly, through use or otherwise and acknowledges that Carmo B.V. is the rightful claimant.
Section 17. PARTIAL NULLITY
If one or more provisions of this agreement with the other party are not or not fully legally valid, the other provisions will remain in full force. The invalid provisions will be replaced by an appropriate regulation that comes as close as possible to the intention of the parties and the economic result they are aiming for in a legally effective manner.
Article 18. PLACE OF PERFORMANCE, APPLICABLE LAW, COMPETENT COURT
18.1. The location of Carmo B.V. is the place where the other party fulfills its obligations towards Carmo B.V. must comply, unless mandatory provisions dictate otherwise.
18.2. All offers and agreements of Carmo B.V. only Dutch law applies.
18.3. All disputes that arise as a result of the agreement between the other party and Carmo B.V. concluded agreement or of further agreements, which may result therefrom, will be settled by the competent court.