1. In these general terms and conditions “Herante BV” , operating from Maastricht at Karveelweg 12, registered with the Dutch Chamber of Commerce under number 63671719.
2. In these general terms and conditions by “business” is meant the by Herante either offered or delivered goods, which include, among other things, foils, tapes, advertising materials, machines and accessories.
3. To the exclusion of other terms and conditions, these general terms and conditions shall apply to all quotes, offers and agreements made by Herante to/with a third party, hereinafter called the "buyer", unless explicitly agreed otherwise.
4. Agreements, such as meant in clause 3 of this article, include sales and buy agreements, commission and related agreements.
5. Conditions that differ from these general conditions shall only be binding if these have been agreed to in writing.
6. The applicability of the purchasing or other conditions of the (potential) buyer is explicitly waived.
7. The Dutch source text is binding.
1. Agreements are expected to be made at the place of residence of Herante, both with respect to the execution as well as the payment of them. The prices listed in a quote or offer are excluding VAT, taxes, import duties or other governmental levying, possible costs to be incurred within the frame of the agreement, among which travel, dispatch or administration costs are included, unless otherwise indicated.
2. Herante cannot be kept to her quotes or offers in case the buyer can reasonably understand that the quotes or offers, or part of those, contain an obvious error or miswriting.
3. Every offer is completely free of engagement and as long as stocks last. The agreement is considered fully made, unless Herante recalls the offer immediately after acceptance. The pricing lists, brochures and other data mentioned in the offer are very carefully described; however they cannot bind Herante by any means. Herante can only be bound after a request, based on the offer or quote, has been confirmed by Herante.
4. Herante is entitled to raise the agreed price at all times, while the buyer does not have the right to dissolve the agreement for that reason, in case the rise in price arises from an authority or obligation pursuant to the legal and regulatory framework or if the rise in price is caused by fluctuations in currency, raw materials, wages, etcetera, or due to other grounds that were not reasonably to be expected at the time of engaging into the agreement.
5. In case the rise in price, other than due to a change in the agreement, amounts to more than 10 % and takes place within three months after making the agreement, it is only the buyer, according to Title 5 Section 3 of Book 6 of the Dutch Civil Code, who is entitled to dissolve the agreement by a written statement, unless:
- Herante is then still willing to execute the agreement on the basis of the original agreed conditions;
- the rise in price arises from an authority or an obligation weighing on Herante pursuant to the law;
- it was agreed that the delivery would take place more than three months after the agreement was made.
1. Delivery takes place from the place of residence or loading of Herante.
2. In case it is agreed that transportation will take place by or through Herante, the sale will take place at the time of delivery at the agreed location. The goods are then transported at the account and risk of the buyer.
3. In case and insofar the buyer has specific requests regarding the (way of) transportation, Herante will only meet all these requests if the buyer has declared in writing to pay for the (extra) costs involved in such case.
4. If, on behalf of the buyer, the goods are stored by Herante at Herante or with a third party, the delivery will take place at the time the goods are stored and from that moment on the risk of loss, damages or devaluation will be transferred to the buyer.
5. Delays in delivery, as far as within reasonable limits, do not give the buyer the right to dissolve the agreement.
6. Herante's indication of the term of delivery is only by approximation and this term is not to be considered as final date. Herante is not liable for the consequences of exceeding this term.
1. The buyer is obligated to take up the goods at the time these are made available to him. In case the buyer declines the sale or is negligent in providing information or instructions necessary for the delivery, Herante is entitled to store the goods at the account and risk of the buyer.
2. The risk of loss, damages or devaluation will be transferred to the buyer at the time the goods are made available to the buyer.
1. In case the buyer fully or partially cancels the agreement made with Herante, the buyer is bound to compensate Herante for the actual costs incurred in preparation of and for the execution of the agreement, as well as for other costs arising from the cancellation, such without prejudice to the right to full indemnification due to, among other things, loss of profit, which is set to 15 % of the total amount of sales.
2. The costs mentioned in clause 1 of this article amount to at least 20% of the agreed price and the costs are to be paid within fourteen days after receipt of the invoice.
1. The delivered amount regarding quantity and volume as well as requirements laid down by public or private law, is expected to comply with what has been agreed or laid down respectively, subject to evidence in rebuttal to be provided by the buyer.
1. The by Herante delivered goods shall remain the property of Herante until all claims of Herante against the buyer due to the agreement(s) made between the parties, have been paid in full, including interest and costs.
2. The by Herante delivered goods, which by virtue of clause 1 of this article fall under the retention of title, cannot be resold, neither can they be used in any case as a means of payment. The buyer is not authorised to pawn the goods falling under the retention of title, or to encumber them in any other way.
3. In case the buyer does not fulfill his obligations or if there is reasonable fear that he will not do so, Herante -in the frame of the valid agreement between buyer and Herante- is entitled to reclaim the delivered goods, on which the in clause 1 of this article meant retention of title weighs, from the buyer or from third parties who are responsible for the buyer’s business. The buyer is obligated to fully cooperate for this purpose.
4. The buyer must always do everything that is reasonably to be expected from him to safeguard the property rights of Herante. In case third parties (want to) confiscate the under the retention of title delivered goods, or want to gain or claim rights on them, the buyer is obligated to immediately notify Herante of this. Furthermore the buyer is obligated to insure the under the retention of title delivered goods and to keep them insured against loss, theft, fire, explosion or water damage and to provide this insurance policy for inspection to Herante on first demand. As soon as requested by Herante, all claims from the buyer against the insurers of the goods due to the insurance policies will be pawned by the buyer to Herante, in the way indicated in article 3:239 of the Dutch Civil Code, for higher guarantee of the claims of Herante against the buyer.
5. Herante is entitled at all times to demand guarantee from the buyer and to postpone the delivery, if legal, until this guarantee has been given. In the latter case, what has been determined in article 4 of these terms and conditions, governs.
1. Herante is not bound to fulfill any obligation against the buyer in case Herante was hindered to do so through no fault of her own and which cannot be attributed to her by virtue of law, a legal action or generally accepted practice.
2. Throughout the duration of the circumstances of force majeure, Herante shall be entitled to suspend the fulfillment of the obligations of the valid agreement between Herante and the buyer.
3. Insofar Herante has already partially fulfilled her obligations resulting from the agreement at the moment the circumstance of force majeure commenced, or shall only be able to fulfill them partially, Herante shall be entitled to invoice the part already fulfilled or still to be fulfilled respectively. The buyer shall be held to pay this invoice as if it were a separate agreement.
1. As referred to in article 3 clause 2 of these terms and conditions, the buyer has to inspect the delivered goods in the presence of the driver upon delivery by Herante. The buyer has to examine whether the delivered goods comply with the agreement, to be more precise:
a. whether the proper goods have been delivered;
b. whether the delivered goods meet the quality requirements, which are allowed to be set for normal use and/or for business purposes;
c. whether the delivered goods meet what has been agreed upon regarding quantity.
2. In case delivery takes place at the place of residence or loading of Herante, as is referred to in article 3 of these terms and conditions, the buyer will have to examine the goods immediately at arrival in accordance to clause 1 of this article.
3. In case the goods are delivered at a third party, who keeps them for the buyer, the buyer is obligated to immediately execute the in clause 1 of this article meant inspection or have it executed by someone else.
4. Possible shortcomings must be communicated in writing to Herante within twenty-four hours following delivery. The notification has to contain a description of the shortcoming that is as detailed as possible, allowing Herante to react on it. Herante has to be given the opportunity by the buyer to examine the shortcoming or have it examined by someone else.
5. In case the buyer does not put in a claim within the set time frame, any claim against Herante will cease to be valid.
6. In case the buyer puts in a claim, he has to give Herante the opportunity to inspect the goods or have the goods inspected, in order to be able to define the shortcoming. The buyer is obligated to keep the goods, on which he has put a claim, available to Herante, under penalty of expiration of any right to claim and/or replacement.
7. In case the complaint is found to be rightful by Herante, Herante is obligated only to repair or replace the shortcoming goods (or part of these) free of charge, unless this cannot be reasonably requested from Herante and without the buyer in addition being able to assert any right on any compensation whatsoever. All replaced goods will become property of Herante.
8. In case the buyer notifies a shortcoming in the in clause 4 of this article described manner, his payment obligations towards Herante will not be postponed. Furthermore, the buyer is bound to take up and pay for the other ordered goods.
9. In case Herante is notified of a shortcoming after the term as described in clause 4 of this article has expired, the buyer will no longer have the right to repairs, replacement or indemnification.
1. Herante shall never be liable for direct and/or indirect damage, including personal or business damage, immaterial damage, consequential damage (loss of profit, damage due to business stagnation, etcetera) or any other damage resulting from any cause whatsoever, unless there is a serious misconduct or intentional act by part of Herante.
2. Herante shall neither be held liable in the above mentioned way for actions of its coworkers or other persons that fall under her scope of risk, including (serious) misconduct or intentional act by these persons.
3. In case and insofar Herante is liable for damages and is bound to proceed to indemnification of those damages, the compensation will never be higher than the invoice amount of the delivered goods in relation to which the damages were caused, with a maximum of € 2,000. In case and insofar Herante shall be liable for the damage and that damage is covered by the business liability insurance of Herante, the indemnification will never be higher than the in such case actual amount being paid by the insurance company to Herante.
4. In case Herante will proceed to execution of a right to suspension or dissolution on the basis of the facts and/or circumstances known to her at that moment, while afterwards it will irrevocably become evident that the execution of this right took place unlawfully, Herante shall not be liable nor be bound to proceed to any type of indemnification, except in the case of intentional act or serious misconduct on her part.
5. Any claim against Herante, unless acknowledged by Herante, will cease to be valid after a single lapse of 12 months after the cause of the claim.
6. Buyer safeguards Herante’s coworkers and Herante against any claim by third parties regarding persons that were hired for the execution of the agreement, including claims based on product liability, in connection to the execution of the agreement by Herante, regardless the cause, as well as against the costs for Herante arising from such claim.
1. Unless explicitly agreed otherwise payment shall be made in cash upon delivery. In case Herante has agreed explicitly and in writing on a different way of payment then in cash, the payment shall be made within the term set by Herante, but at the latest within 30 days after the invoice date by means of a deposit or transfer to the bank account mentioned in the invoice.
2. The buyer has to notify Herante in writing of any mistakes in Herante's invoices within 5 days after the invoice date; in the absence thereof the buyer will be expected to have approved the invoice.
3. Every payment by the buyer is primarily meant to satisfy the by the buyer owed interest, as well as the by Herante incurred costs of collection and will then be deducted from he oldest open claim, even when the buyer states that the payment is connected with a later invoice.
4. Compensation against any other claim that the buyer has or thinks he has, is not allowed, unless Herante has sent a credit memo to the buyer or in case Herante has been convicted in a legal judgment to pay a sum to the buyer.
5. In case the buyer is both debtor and creditor of Herante, Herante is entitled to settle the debt.
6. In case payment does not take place within the set time frame, the buyer is as of right failing to act and owes as of right an interest of 1% per (part of the) month over the open amount as of the due date of the corresponding invoice, also in case deferment is agreed.
7. All court and out-of-court costs to be made are chargeable to the buyer. The out-of-court costs amount to 15 % of the owed amount, with a minimum of € 150.
1. In case the buyer does not fulfill his obligations (on time) as outlined above, Herante is entitled to postpone any further delivery. The buyer will then be in default. In that case Herante is authorised to dissolve the agreement via a written statement without any court intervention and the buyer will be liable for all damages Herante has suffered, including among other things loss of profits, suffered loss, product damage, costs and interest, costs of transportation, commission, court and out-of-court costs, as well as all further direct or indirect costs in connection with the sale.
2. In case of liquidation, (requesting) judicial settlement or bankruptcy, debt repayment, passing of the buyer or appointment of a guardian, or another circumstance due to which the buyer cannot freely dispose of his capital, Herante is allowed to dissolve the agreement at once and with immediate effect without any court intervention, or to postpone the (further) execution of the agreement, without prejudice to the right of Herante to indemnification.
1. Warranties will only apply in case and insofar these have been issued by Herante in writing.
2. Insofar a warranty has been issued, the scope of the warranty is determined by the warranty of the corresponding supplier(s) and the warranty is only valid during the period that Herante is allowed to appeal to the warranty of its supplier for the applicable product, but never longer than 6 months.
3. Repairs outside the frame of this warranty will be charged for by Herante.
4. All warranty obligations of Herante will cease to be valid in case the goods are not used according to their purpose of use or used incorrectly, if indications for use are not observed, unprofessional repairs were performed, changes were made or in case numbers or leads were damaged or removed.
5. In case it turns out that the buyer has unrightfully appealed to the warranty, all examination and additional costs are chargeable to the buyer.
6. Full warranty provisions are only applied within the Netherlands. Warranty provisions regarding the replacement and/or repair of the equipment or components outside the Netherlands are applied regarding the costs of replacement and/or repair for maximally the amount that would have been incurred for the execution thereof in the Netherlands.
7. By way of derogation from what has been agreed upon above, the following provisions apply for goods of 'second-hand buy':
a. goods of second-hand buy are goods which are used as samples or used for display or used (otherwise).
b. regarding the goods of second-hand buy the reasonable performance is only guaranteed at the time of delivery and for these goods no liability is accepted.
1. Herante reserves all rights and powers that he is entitled to according to the legal and regulatory framework with respect to intellectual property. Herante has the right to use the knowledge gained through the execution of the agreement for other purposes, insofar he herewith does not disclose any confidential information of the buyer to third parties.
1. Dutch law shall apply to each and every agreement, both buy and other agreements, made with Herante, also in case the agreement is fully or partially executed abroad or in case the third party involved with the legal relation resides there. The Vienna Sales Convention shall be explicitly excluded.
1. The Court in Herante’s place of business shall have exclusive jurisdiction to hear actions, unless the law prescribes otherwise. Herante shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.
1. These general terms and conditions are registered with the Dutch Chamber of Commerce under number 63671719.
2. The Dutch source text of the general terms and conditions always prevails in case of disputes regarding the interpretation of these terms and conditions.