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General Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
of ‘Kom Amsterdam’ having its registered office at Amsterdam (The Netherlands), Commerce Department Registration 33214263. Tax Number: NL 007487319 B01
CLAUSE 1. DEFINITIONS
1.1 These general terms and conditions (referred to hereafter as: the ‘General Terms’) apply to all offers by, orders placed with and contracts with ‘Kom Amsterdam’ of goods by ‘Kom Amsterdam’ to the offered, or the party with whom ‘Kom Amsterdam’ contracts (referred to hereafter as: the ‘Buyer’).
1.2 The applicability of any general terms of the Buyer is hereby expressly rejected.
1.3 Any stipulations diverging from these General Terms only apply if, and in so far as, they have been accepted by ‘Kom Amsterdam’ in writing, in which case the other provisions remain in full force.
CLAUSE 2. OFFERS
2.1 All offers made by ‘Kom Amsterdam’ are without obligation.
CLAUSE 3. CONTRACT
3.1 A contract is formed when the Buyer’s order has been accepted by ‘Kom Amsterdam’. ‘Kom Amsterdam’ is entitled to refuse an order or to attach certain conditions to the delivery. If an order is not accepted, this will be notified to the Buyer stating the reason.
CLAUSE 4. NOTICES, DATA AND REPRESENTATIONS
4.1 Notices, data, representations and samples issued by ‘Kom Amsterdam’, whatever their form or nature, are solely intended as indications and are never binding on ‘Kom Amsterdam’, unless the contrary is stated expressly in the contract.
CLAUSE 5. PRICES
5.1 The prices stated for the goods are in Euros and include VAT. Any handling or delivery charges, taxes or other levies will be stated separately. 5.2 ‘Kom Amsterdam’ has the right to raise the stated and/or agreed prices. If a price increase of the goods offered takes place in the period between the placing of the order and its execution, or within three months of the conclusion of the contract, the Buyer has the right to cancel the order or to terminate the contract within ten (10) days after the price increase was notified by ‘Kom Amsterdam’.
CLAUSE 6. DELIVERY AND DELIVERY PERIOD
6.1 The delivery period is thirty (30) days from the day on which the Buyer placed his order with ‘Kom Amsterdam’.
6.2 If the delivery is delayed because the goods ordered are (temporarily) out of stock or because of some other reason, or if the delivery can only be carried out partially or not at all, the Buyer will be notified accordingly no later than thirty (30) days after the day on which he placed the order. In such a case the Buyer may cancel the order without charge and ‘Kom Amsterdam’ will refund any advance payments, however, without paying interest.
6.3 If delivery of ordered goods proves to be impossible, ‘Kom Amsterdam’ will make an appropriate effort, in accordance with the requirements of reasonableness and fairness, to make substitute goods available. No later than at the time of delivery, ‘Kom Amsterdam’ will notify the Buyer in clear and comprehensible terms that substitute goods are being delivered. If substitute goods are made available, the costs of return shipment are at ‘Kom Amsterdam’ expense.
6.4 ‘Kom Amsterdam’ is always entitled to carry out partial deliveries, unless expressly agreed otherwise.
6.5 The delivery time stated is indicative and not to be regarded as a strict deadline, unless expressly otherwise agreed. If the delivery period is exceeded and if this is attributable to ‘Kom Amsterdam’, notice of default is required in each case. In the case of a late delivery which is attributable to ‘Kom Amsterdam’, the Buyer cannot derive any right to damages or to cancellation or termination of the contract if the delivery time is exceeded by no more than thirty (30) days.
6.6 If ‘Kom Amsterdam’ fails to deliver on time, the Buyer may only cancel or terminate the contract insofar as it is necessary. Advance payments will be refunded in such a case, but without payment of interest.
CLAUSE 7. RISK AND TRANSMISSION OF OWNERSHIP
7.1 The Buyer carries the risk of all direct and indirect damage that may occur to the goods as soon as they have been delivered in accordance with the contract.
7.2 ‘Kom Amsterdam’ retains the ownership of all delivered goods until all the claims which it has on the Buyer in respect of the goods delivered or to be delivered to the Buyer pursuant to contracts, or which arise from failure on the part of the Buyer to fulfil such contracts, have been paid in full.
CLAUSE 8. PAYMENT
8.1 If it has not expressly been agreed otherwise, payment of the agreed price will take place at the time of formation of the contract. However, payments must in all cases be made, without any deduction or setoff, no later than fourteen (14) days of the invoice date if the delivery was made in the Netherlands; or no later than twenty-one (21) days of the invoice date if the delivery was made outside the Netherlands, unless otherwise agreed. If the Buyer believes that he has a claim on ‘Kom Amsterdam’ regarding the performance of the contract, this does not release him from the obligation to pay in the agreed way.
8.2 Payments may be made in the way, or one of the ways, indicated on the order form. The Buyer’s order may be subject to further payment or order conditions. In the case of bank transfers, the date of payment is the date on which ‘Kom Amsterdam’ bank account is credited.
8.3 The Buyer gives ‘Kom Amsterdam’ permission to perform all acts which are necessary to let payments take place in the way chosen by the Buyer.
8.4 If the Buyer has not paid by the time, or within the period, referred to in subclause 1 of this Clause, he is in default by operation of law without prior notice of default being required, and owes statutory interest over the amount payable from the day on which payment was ultimately due, without prejudice to ‘Kom Amsterdam’ other rights (including suspension or termination).
8.5 The costs incurred by ‘Kom Amsterdam’ at law and otherwise, including extrajudicial collection costs and costs of legal assistance, in the event that the Buyer fails to perform his obligations or does not perform them on time or properly, must be reimbursed to ‘Kom Amsterdam’ by the Buyer. The extrajudicial collection costs are determined in advance by ‘Kom Amsterdam’ and the Buyer at 15% of the principal due, without prejudice to ‘Kom Amsterdam’ right to compensation of the actual costs if these prove to be greater.
CLAUSE 9. TERMINATION
9.1 The Buyer is entitled to terminate the contract during fourteen (14) working days after receipt of the goods, without giving reasons, and to return the goods to ‘Kom Amsterdam’ at his own risk and expense, provided that the original packaging of the goods is undamaged. Address: Kom Amsterdam, Amsteldijk-Zuid 198-B, 1188 VP Nes aan de Amstelveen.
9.2 In the event of termination in accordance with the preceding subclause of this Clause, the Buyer will be credited for the purchase price minus the costs of returning the goods, and all advance payments will be refunded (within 14 days), however, without payment of interest.
CLAUSE 10. CLAIMS AND WARRANTY
10.1 No later than at delivery, the Buyer is obliged to inspect the goods for conformity with the contract. If they do not conform, he must inform ‘Kom Amsterdam’ accordingly as soon as possible in writing, giving reasons, but in any case within seven (7) working days of the delivery, or as soon as possible after it was reasonably possible to establish the nonconformity. Failing this, all relevant claims will lapse.
10.2 A claim by the Buyer in respect of delivered goods also lapses if: a. the goods cannot (anymore) be identified as originating from ‘Kom Amsterdam’; b. the defects (also) result from normal wear and tear or the incompetent or incorrect handling, use, storage or maintenance of the goods; c. the Buyer has not immediately given ‘Kom Amsterdam’ the opportunity to investigate the claims and fulfil its obligations; d. the Buyer has not fulfilled an obligation to which he is subject, or has not fulfilled it on time or properly.
10.3 If it is demonstrated that the goods do not conform to the contract, ‘Kom Amsterdam’ has the choice between repairing the goods, making a new delivery or crediting the Buyer for the faulty goods. These General Terms apply in full in the event of a new delivery.
CLAUSE 11. LIABILITY
11.1 ‘Kom Amsterdam’ is not liable for any misunderstandings, mutilation of data, delays or the defective transmission of orders or communications resulting from the use of the internet or any other communication channels used in the traffic between ‘Kom Amsterdam’ and the Buyer or between ‘Kom Amsterdam’ and any third parties, in so far as these misunderstandings etc. relate to the relationship between ‘Kom Amsterdam’ and the Buyer,unless, and to the extent that, ‘Kom Amsterdam’ is culpable of gross negligence or acted with intent.
11.2 ‘Kom Amsterdam’ liability in no case extends to trading loss or any other indirect loss or damage.
11.3 Except in the case of intent or gross negligence, ‘Kom Amsterdam’ is not liable for any direct or indirect loss or damage resulting from the infringement of intellectual or industrial property rights, licenses or other third-party rights.
11.4 The limitations of, and exclusions from, liability and indemnity stipulated for ‘Kom Amsterdam’ in the above subclauses are also stipulated for its employees, all others who are engaged by ‘Kom Amsterdam’ in the framework of the contract, and any parties from whom ‘Kom Amsterdam’ buys delivered goods or parts.
CLAUSE 12. FORCE MAJEURE
12.1 In these General Terms, force majeure means any shortcoming which is not attributable to ‘Kom Amsterdam’ for the reason that it carries no blame for the shortcoming, and for which it is not responsible pursuant to the law, legal acts or common opinion.
12.2 If the contract cannot be performed on the grounds of force majeure, ‘Kom Amsterdam’ is entitled, without judicial intervention being required, either to suspend performance of the contract for a period of no more than three (3) months or to terminate the contract partially or as a whole, by notifying the Buyer and without ‘Kom Amsterdam’ being liable to pay any compensation, unless this should be unacceptable in the given circumstances according to criteria of reasonableness and fairness.
12.3 If ‘Kom Amsterdam’ suspends performance of its obligations, it is entitled – and, at the end of the suspension period, obliged – to choose between performance or the full or partial termination of the contract.
CLAUSE 13. GENERAL
13.1 If the Buyer notifies ‘Kom Amsterdam’ of an address, ‘Kom Amsterdam’ is entitled to send all ordered goods to that address unless the Buyer notifies ‘Kom Amsterdam’ of a different address to which the goods must be sent.
13.2 If ‘Kom Amsterdam’ has permitted divergences from the General Terms for a shorter or longer period of time, whether tacitly or otherwise, this does not prejudice its right to demand immediate and strict compliance with the General Terms. The Buyer can never assert any right on the basis of the fact that ‘Kom Amsterdam’ applies the General Terms leniently.
13.3 If one or more provisions of the contract concluded between the parties, including these General Terms, is (are) void or become(s) invalid, the contract will remain in force in all other respects. The parties shall enter into consultation about the provisions which are void, or which have become invalid, in order to agree on their replacement.
13.4 If one or more provisions of the contract, including these General Terms, should be in conflict with mandatory provisions determined, or to be determined in the future, by a competent authority, the latter provisions will be deemed to have replaced the relevant provisions of the contract.
CLAUSE 14. APPLICABLE LAW
14.1 Dutch law applies to the contract, including these General Terms and any further contracts deriving from, consequential to, or related to the contract.