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THE JEKILL & HYDE COMPANY BV GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
In these general terms and conditions of sale and delivery the following definitions are used:
A “The Company”: the user of these general terms and conditions being The Jekill & Hyde Company BV with registered office at Pannenberg 32, 5951 DM Belfeld, The Netherlands, Chamber of Commerce Venlo registration number 12037048.
B “Customer”: the person or legal entity who intends to enter or has entered into a Contract with The Company.
C “Contract”: the oral, electronic or written agreement between the Customer and The Company.
D. “These Terms”: the general terms and conditions of sale and delivery of The Company, registered at the Chamber of Commerce in Venlo, The Netherlands.
E. “Product”: the goods ordered with and delivered by The Company.
2.1 These Terms apply to any Contract between The Company and the Customer. Parties have explicitly excluded applicability of any purchase- or other conditions of the Customer.
2.2 Any changes to or deviations from These Terms only apply after parties have agreed so explicitly in writing or electronically traceable way.
3 Ordering and binding agreement
3.1 All quotes and offers of The Company are without engagement unless the offer states a period of time within which acceptance of offer should be done. A quote or offer of The Company expires if and when the Product to which it applies is no longer available.
3.2 Contracts between the Customer and The Company become binding and enforceable after confirmation by The Company of any order or instruction of the Customer. After The Company’s confirmation the Customer has committed to pay the purchase price with any costs and value added tax, as applicable and to accept delivery in accordance with These Terms.
3.3 To the extent that parties have agreed that Products ordered will be delivered in partial shipments, each individual shipment shall be considered as separate delivery. In case The Company would be negligent to deliver one or more single shipments, then The Contract for the other shipments will not change, be nullified or otherwise affected.
4.1 Products ordered can be collected at the address of The Company or will be shipped, properly packed, to the address that the Customer has indicated in writing, against full payment of delivery costs such as but not limited to freight, import duties, insurance or storage).
4.2 The Company will make reasonable efforts to deliver within 3 business days after receipt of payment, depending on delivery address. However, unless otherwise agreed, delivery times indicated by The Company are indicative only and shall not be binding upon The Company.
5 Price, payment and transfer of title
5.1 Unless explicitly agreed otherwise, purchase prices are The Company’s recommended list prices, as amended from time to time, to be increased with costs and value added tax as applicable.
5.2 Unless explicitly agreed otherwise, the purchase price, costs and value added tax are payable before or at delivery, without any deduction or set-off. Payment shall be effected in Euro’s, either in cash or by money transfer into a bank account indicated by The Company.
5.3 Legal title to the Products only transfers to the Customer after full receipt of all monies due.
5.4 Risk related to the Products transfers to the Customer at the moment the Products are shipped to the Customer’s delivery address.
5.5 Until full and unencumbered payment has taken place, the Customer shall
- Not resell, mount or otherwise make the Products available to third parties;
- Not dissemble, change or otherwise modify the Products;
- Store the Products in such a way that they remain safe, clean, intact and identifiable.
5.6 If and to the extent that different payment terms have been agreed and the Customer has not paid in full or in time, The Company will without further notice charge late payment interest as of the due date, at a rate of 1% per month pro rata temporis. In addition, any and all costs of dunning and collection shall be for the account of the Customer. Until full payment has been received The Company is entitled to recollect delivered but unpaid Products. For this purpose the Customer will grant representatives of The Company access to the premises in which the Products are located.
6 Quality and acceptance of Products delivered; advice and/or other services, product warranty.
6.1 Products delivered will meet
- The general product specification as described by The Company;
- The minimum legal requirements relative to safety and quality, as applicable at the time of delivery.
6.2 The Company warrants the aforementioned quality of product, but only if the Products have been properly mounted or installed in accordance The Company’s guidelines.
6.3 Unless The Company has explicitly granted a longer warranty period, the aforesaid product warranty applies during the minimum legal term applicable to the Customer involved. Product warranty claims shall be lodged with The Company immediately after manifestation of the (alleged) defect or damage.
6.4 It is the Customer’s sole responsibility to determine whether the Products ordered are suitable for the intended purpose. The Customer is responsible for installation c.q. mounting of the Products in accordance with the guidelines of The Company.
6.5 The Company has delivered the Products in accordance with The Contract, when the Products have been delivered at the Customer’s address. The Products have been delivered in undamaged, working condition unless the Customer has claimed otherwise within two business days after delivery, stating the nature of the claim. In case the packaging is opened or damaged at delivery or if the Customer’s claim relates to impartial delivery, the Customer will make note thereof on the delivery certificate. In case the Customer has a justified claim, The Company shall be bound to either repair or replace the Products delivered, or otherwise repay the relative purchase price and any costs and value added tax paid by the Customer.
7 Force Majeure
7.1 The Company shall not be bound or otherwise be liable to perform any obligation if he is not able to due to force majeure.
7.2 In These Terms “force majeure” means all circumstances indicated as such by law or jurisprudence and all causes, whether foreseen or unforeseen, outside the influence of The Company and by which The Compliance cannot reasonably be required to perform its obligations, strikes or other labour unrest within The Company, its suppliers or other third parties included.. The Company has the right to invoke this force majeure clause if and when the cause of non-performance occurs after the time The Company should have performed its obligation.
7.3 During the period of force majeure The Company may suspend execution of its obligations. If such period takes longer than two months, each party may cancel The Contract, without any liability for costs or damages. The Company shall then be liable to repay any prepaid purchase prices. If and to the extent The Company has partly executed or will be able to partly execute the Contract, The Contract will remain in full force and payment will be due pro rata parte.
8.1 The Company’s liability for non-delivery, costs, damages, personal injury or death caused by Products delivered by The Company or by advice given by The Company, shall be limited to the relative purchase price, or - to the extent applicable - the minimum by law.
8.2 Notwithstanding the aforesaid, The Company shall never be liable for any kind of indirect or consequential damages, such as but not limited to loss of income or profit or damages to third parties.
8.3 All claims relative to aforesaid liability against The Company BV will be barred by lapse of one year after the claim event.
8.4 The limitation of liability as described in These Terms has been taken into account in setting The Company’s prices and in taking out liability insurance.
9 Suspension and termination of The Contract
9.1 The Company is authorized to suspend or terminate its obligations under a Contract if and when
- The Customer does not meet its obligations under The Contract;
- After closing of The Contract The Company BV becomes aware of circumstances that give good cause for doubt that the Customer will not perform its obligations under The Contract.
9.2 If and when the Customer or a third party files for the Customer’s bankruptcy, a receiver is appointed or other proceedings seeking liquidation, reorganisation or other relief with respect to the Customer’s debt are commenced, The Company is entitled to immediately cancel The Contract.
10 Sale through The Company’s website
10.1 If The Company has not delivered within 30 calendar days after confirmation of an order done through The Company’s website and no other delivery term has been agreed, then the Customer qualifying as a consumer, may cancel The Contract relative to the Product ordered and The Company will repay any prepaid purchase price within thirty days after such cancellation.
10.2 The Customer that qualifies as a consumer may without cause cancel its Contract during seven business days after delivery. This term of seven days commences on the day after delivery of The Product. During this term the consumer will take good care of The Product and its packaging. He will only unpack the Product to such extent as is necessary to determine whether he desires to keep the Product. If and when the consumer desires to make use of his right to cancel, he will return the Products with all accessories and fittings in the cleanest condition possible and in original condition, making use of the original packaging to The Company, in accordance with The Company’s clear and reasonable instructions.
10.3 If the Customer makes use of his aforesaid right to cancel, shipment costs shall be for his account. Any purchase price relative to The Product subject to cancellation, that the Customer has paid shall be repaid by The Company as soon as reasonably possible, but no later than thirty days after receipt of the returned Products.
11.1 The Company has the right to assign or encumber all or part of its rights under The Contract to third parties, without any further notice to the Customer.
11.2 “Dr. Jekill & Mr. Hyde” is a registered product and trade name of The Company.
11.3 The version of These Terms and the The Company’s privacy statement that were valid at the time of closing of The Contract apply, unless the Customer thereafter has accepted an amended version of These Terms.
11.4 If any provision of The Contract or of These Terms is found to be invalid or unenforceable under applicable laws or regulations, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of The Contract and These Terms. The Company and the Customer will discuss new provisions to replace the invalid or unenforceable ones, always observing the original purpose and tenor.
11.5 Parties shall attempt to resolve any dispute through amicable discussions, before commencing any proceeding. If and to the extent that the Parties are not able to resolve their dispute, any such dispute between the Parties shall be submitted to the competent Court of Justice in Roermond, The Netherlands.
11.6 The full legal relation between the Customer and The Company shall be exclusively governed by and construed under the laws of The Netherlands. English words used in These Terms intend to describe Dutch legal concepts only and the consequences of the use of those words in English law or any other non-Dutch law shall be disregarded