General Terms and Conditions

General Terms and Conditions for Sale, Delivery and Payment of Vaventis B.V., Weesp

Filed with the Chamber of Commerce of the Gooi and Eemland district, the Netherlands, under number 56671997

Article 1 – General

Unless expressly agreed otherwise, all offers, agreements, deliveries and invoices from Vaventis B.V. (hereinafter referred to as “Vaventis”) are subject to these General Terms and Conditions.

Article 2 – Definition

In these General Terms and Conditions, “Buyer” means: companies, (government) organisations, foundations, consumers and private individuals, in the broadest sense of the word.

Article 3 – Offers

All offers made by Vaventis are without obligation, unless otherwise stated in the offer. The goods specified therein are only available in the version and packaging units indicated. Technical modifications are expressly excluded.
In the case of a binding offer, the validity period is 21 days from the date of the offer, unless explicitly stated otherwise.

Article 4 – Acceptance of Orders and Delivery Times

An order placed with Vaventis shall only result in an agreement once Vaventis has provided written confirmation, with or without terms deviating from these General Terms and Conditions. The Buyer is deemed to agree to the deviating terms unless he notifies Vaventis within 3 working days of receiving the notification.
Cancellation of an order or purchase agreement is not permitted in the following cases:
– permanent, ongoing or contract orders
– orders for products from stock
Furthermore, cancellation is only permitted where required by law or where provided for by these General Terms and Conditions or the offer.
Any delivery times stated by Vaventis are indicative and commence once Vaventis has confirmed the order in writing and has received all necessary information from the Buyer. Vaventis will make every reasonable effort to meet the indicated delivery times.
The delivery date is understood to be the day of dispatch from Vaventis unless expressly agreed otherwise.
Exceeding the delivery time shall never entitle the Buyer to compensation, termination of the agreement, or suspension of any obligations.

Article 5 – Shipping and Delivery

Delivery takes place from the Vaventis location, unless the parties expressly agree on alternative delivery conditions.
If transport is arranged by Vaventis on behalf of the Buyer, such transport is carried out at the Buyer’s cost and risk. Delivery in such cases takes place at ground level at a location agreed between Vaventis and the Buyer.

Article 6 – Retention of Title

All goods delivered by Vaventis remain the property of Vaventis until the purchase price plus any interest and costs have been paid in full. Until full payment has been made, the Buyer is not authorised to sell, pledge or encumber the goods.
To secure payment for goods produced and sold by Vaventis and/or any other amounts owed to Vaventis, the retention of title described in paragraph 1 extends to all goods delivered by Vaventis that are present in the Buyer’s inventory, even if they were delivered and/or paid for before or after the unpaid goods.
The Buyer shall not sell, pledge, encumber, rent out, lend or otherwise burden the delivered goods.
Vaventis is entitled to reclaim and take possession of its goods without prior notice if payment has not been made in full by the due date.
If third parties claim rights to goods subject to retention of title, the Buyer must inform Vaventis immediately in writing.
The Buyer is obliged to insure the goods referred to in this Article against fire, theft, storm and water damage. The Buyer is not permitted to transfer any claim against the insurer to third parties or use it as security. Any insurance payments made in relation to the goods replace the goods themselves. The Buyer transfers to Vaventis all rights against the insurer as additional security, which Vaventis hereby accepts.

Article 7 – Intellectual Property Rights, Licences and Software

Unless otherwise agreed in writing, Vaventis retains all copyrights and intellectual property rights relating to its offers, designs, images, drawings, (test) models, (sold) products, software, etc.
The rights to the materials referred to in paragraph 1 remain the property of Vaventis, regardless of whether costs for production have been charged to the Buyer. These materials may not be copied, used or disclosed to third parties without the explicit written permission of Vaventis. In the event of a breach, the Buyer shall owe an immediately payable penalty of €25,000 per infringement, in addition to any damages.
Where goods from Vaventis contain integrated software, the Buyer receives the right to use this software.
The Buyer must return any materials referred to in paragraph 1 at Vaventis’ first request within a period specified by Vaventis. In the event of violation, the Buyer shall owe Vaventis an immediately payable penalty of €500 per day, in addition to any damages.

Article 8 – Advice and Information

The Buyer cannot derive any rights from advice or information received from Vaventis that does not relate to the relevant agreement.
If the Buyer provides Vaventis with data, drawings, etc., Vaventis may assume the accuracy and completeness of such information when executing the agreement.
The Buyer waives all claims by third parties against Vaventis relating to the use of advice, drawings, calculations, designs, materials, samples, models, etc. provided by or on behalf of the Buyer.

Article 9 – Warranty and Liability

Vaventis provides the Buyer and the first user with a warranty against defects attributable to Vaventis, occurring under normal use, and only insofar as Vaventis can claim such warranty from its supplier. The warranty is valid for two years from the date of invoice.
Normal use does not include the use of goods supplied by Vaventis at temperatures below −20 °C or above +50 °C.
A suspected failure to fulfil warranty obligations does not release the Buyer from his contractual obligations. If the Buyer does not meet these obligations properly or on time, Vaventis is not bound by any warranty.
Vaventis’ liability arising from an agreement is expressly limited to compliance with the above-mentioned warranty obligations. Any claims for damages, including loss of business or other indirect or consequential damage, as well as damages resulting from services (such as drawings and/or designs) or advice (such as logistical and installation advice), are expressly excluded.
The Buyer waives all claims by third parties against Vaventis concerning goods or services delivered by Vaventis.
Vaventis is not liable for claims by third parties related to damage caused by goods and/or services delivered to the Buyer.

Article 10 – Claims

The following provisions do not apply to warranty claims or hidden defects.
Minor, technically unavoidable defects or small deviations in quality, size or finish that correspond to market practice do not constitute grounds for claims.
Claims relating to immediately visible defects must be reported to Vaventis within 10 days of delivery, dated and in writing, stating the defects and/or reasons. After this period, the goods are deemed approved.
Returns made without prior notice and/or without valid reason and/or not accepted by Vaventis shall be at the Buyer’s expense. Vaventis is entitled to store the goods at the Buyer’s expense or retain them without relieving the Buyer from payment obligations.
Returns must be in the original packaging and transported at the Buyer’s cost and risk.
For custom-made orders, claims can only relate to dimensions if the goods do not meet the specified measurements.
If Vaventis deems a claim justified, Vaventis will supply replacement goods free of charge.

Article 11 – Payment

All deliveries and shipments to private individuals are made cash on delivery. For all other deliveries and shipments:
a. payment for delivered goods must be made net, without discount or set-off, within 10 days of the invoice date, quoting customer or invoice number.
b. Vaventis is entitled to request security from the Buyer before performing obligations.

Article 12 – Late Payments

In the event of late payment of the invoiced amount or any part thereof, interest is owed at the statutory rate, with a minimum of 1% per month from the due date. In such cases, as well as in the event of suspension of payments, bankruptcy, debt restructuring or liquidation, the Buyer must return all goods delivered by Vaventis upon first request.
All amounts owed by the Buyer, including interest and costs, become immediately due and payable if any of the above circumstances occur. Vaventis shall be released from all obligations, and the Buyer shall be liable for damages.
All costs incurred in collecting outstanding amounts owed by the Buyer, including costs for reminders, exchange, lawyers or agencies, shall be borne by the Buyer. Extrajudicial collection costs are set at 15% of the principal amount, with a minimum of €150.

Article 13 – Force Majeure, Suspension and Termination

In the event of force majeure, Vaventis may cancel or suspend the agreement, in whole or in part, for up to six months, without being liable for compensation.
Force majeure includes:
a. generally: any unforeseeable circumstance that reasonably prevents fulfilment of the agreement;
b. specifically: defective or delayed deliveries by suppliers, shortage of raw materials, breakdowns, fire, strikes, sabotage, lockouts, riots, mobilisation, war, threat of war, state of emergency, flooding, ice, transport delays, and government measures.
Force majeure also applies if Vaventis depends on a third party who invokes force majeure.
If the Buyer fails to meet any contractual obligation, or in the event of bankruptcy, suspension of payments, debt restructuring or liquidation, the Buyer is deemed in default. Vaventis may terminate the agreement fully or partially without notice or court intervention. All claims become immediately due.

Article 14 – Further Application

These General Terms and Conditions also apply to agreements under which Vaventis performs tasks related to consultancy, repair, maintenance or similar activities.
Unless expressly agreed otherwise:
a. any conditions conflicting with these General Terms and Conditions are void,
b. the Buyer’s general terms and conditions do not apply.

Article 15 – Applicable Law and Disputes

All legal relationships between Vaventis and other parties are governed by Dutch law.
All disputes arising from these legal relationships shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, or its legal successor.