ARTICLE 1 - GENERAL
1.1
ALL OFFERS, DELIVERIES, SERVICES AND SALES ARE SUBJECT TO THESE SALE CONDITIONS.
ARTICLE 2 - OFFERS / PRICES
2.1
ALL OFFERS ARE WITHOUT OBLIGATION.
2.2
THE PRICES QUOTED ARE BASED ON DELIVERY EX FACTORY INSIDE AND OUTSIDE THE NETHERLANDS UNLESS EXPRESSLY STATED
OTHERWISE ON ORDER CONFIRMATION / PROFORMA OR INVOICE.
2.3
IF AFTER THE OFFER DATE ONE OR MORE OF THE COST PRICE FACTORS UNDERGO AN INCREASE - EVEN IF THIS IS DUE TO FORESEEABLE
CIRCUMSTANCES - ILFARI IS ENTITLED TO INCREASE THE AGREED PRICE ACCORDINGLY.
ARTICLE 3 - ORDERS
3.1
ORDERS, COME INTO EFFECT ONLY AFTER EXPLICIT ACCEPTANCE BY ILFARI. THIS EXPLICIT ACCEPTANCE APPEARS FROM THE WRITTEN
CONFIRMATION OF ILFARI OR FROM THE FACT THAT ILFARI EXECUTES THE ORDER.
3.2
VERBAL PROMISES BY AND ARRANGEMENTS WITH SUBORDINATE EMPLOYEES OF ILFARI SHALL NOT BE BINDING UPON ILFARI UNTIL AND
INSOFAR AS THEY HAVE BEEN CONFIRMED BY THE LATTER IN WRITING.
ARTICLE 4 - INTELLECTUAL PROPERTY / DRAWINGS, MODELS, DESIGNS, ETC.
4.1
INFORMATION CONTAINED IN CATALOGUES, IMAGES, DRAWINGS ETC. IS NOT BINDING, EXCEPT INSOFAR AS THESE ARE EXPRESSLY
INCLUDED IN AN ORDER CONFIRMATION SIGNED BY ILFARI.
4.2
ILFARI RESERVES THE COPYRIGHT AND PROPERTY RIGHTS OF DESIGNS, IMAGES, SAMPLES, MODELS AND ALL OTHER ITEMS PROVIDED
WITH THE OFFER AND MAY NOT BE COPIED OR TRANSFERRED TO ANY THIRD PARTY WITHOUT ILFARI’S WRITTEN PERMISSION.
4.3
IF AN OFFER REQUESTED TO ILFARI IS NOT FOLLOWED BY AN AGREEMENT, THE CLIENT TO WHOM THE OFFER IS MADE IS OBLIGED TO
RETURN THE OFFER COMPLETE WITH ALL THE MENTIONED IN THE PREVIOUS PARAGRAPH WITHIN EIGHT DAYS TO ILFARI. FAILING ILFARI
RESERVES THE RIGHT TO FULLY PASS ON THE COSTS INCURRED IN THE BUSINESS, WITHOUT PREJUDICE TO THE RIGHT TO RECOVER FROM
THE CLIENT THE COSTS, DAMAGE AND INTEREST ARISING FROM THE INFRINGEMENT OF SAID COPYRIGHT AND PROPERTY RIGHT ON THE
CLIENT.
ARTICLE 5 - DELIVERY
5.1
ALL DELIVERIES ARE MADE EX FACTORY INSIDE AND OUTSIDE THE NETHERLANDS. EX FACTORY MEANS DELIVERY OF THE ORDERED GOODS
TO THE CARRIER OR FORWARDER. FROM THE MOMENT THAT THE GOODS READY FOR DELIVERY ARE PLACED THERE, THEY STAND AND
TRAVEL AT THE RISK OF THE CLIENT.
5.2
IF ILFARI DELIVERS FRANCO, ALL SHIPMENTS WILL BE MADE BY MEANS OF TRANSPORT OF THE CHOICE OF ILFARI AND AT THE EXPENSE AND
RISK OF THE CLIENT. THE ACCEPTANCE OF ITEMS BY THE CARRIER OR FORWARDING AGENT WITHOUT COMMENT ON THE CONSIGNMENT
NOTE OR OTHER TRANSPORT DOCUMENTS WILL THEN PROVE THAT THE GOODS ARE IN GOOD CONDITION AT THE LATEST.
5.3
ILFARI WILL START WITH AN EXECUTION / PRODUCTION ORDER WHEN A PARTIAL PAYMENT IS RECEIVED, WHEN FULL PAYMENT HAS BEEN
RECEIVED OR IF EXPRESSLY AGREED IN WRITING.
ARTICLE 6 - DELIVERY-TIME/RETURN SHIPMENTS
6.1
UNLESS EXPLICITLY AGREED IN WRITING, DELIVERY-TIMES ARE NOT CONSIDERED AS FATAL. THE DELIVERY PERIOD STARTS ON THE DAY OF
THE CONCLUSION OF THE AGREEMENT.
6.2
IF A DELAY ARISES BECAUSE FOR THE EXECUTION OF THE WORK, MATERIALS ORDERED ON TIME ARE NOT DELIVERED ON TIME,
PRODUCTION ERRORS OR IRREGULARITIES, AS A RESULT OF WHICH A PRODUCT CAN NOT BE DELIVERED ON TIME, THE DELIVERY TIME IS
EXTENDED TO SUCH AN EXTENT THAT, TAKING INTO ACCOUNT ALL CIRCUMSTANCES, IS REASONABLE .
6.3
EXCEEDING THE DELIVERY TIME, FOR WHATEVER REASON, DOES NOT ENTITLE THE CLIENT TO NON-COMPLIANCE WITH ANY OBLIGATION
ENTERED INTO WITH ILFARI.
6.4
RETURN SHIPMENTS MUST BE MADE FRANCO AND ARE ONLY PERMITTED AFTER VERBAL OR WRITTEN PERMISSION FROM ILFARI. THE RISK
OF RETURN SHIPMENTS IS FOR THE CLIENT.
6.5
EXPENSES INCURRED BY CHANGING A CURRENT ORDER ARE AT THE EXPENSE OF THE CLIENT.
6.6
THE CANCELLATION OF ALREADY COMPLETELY OR PARTIALLY PAID ASSIGNMENTS IS NOT POSSIBLE. ILFARI WILL NEVER REFUND THE
AMOUNTS ALREADY PAID. HOWEVER, IT IS WITHOUT OBLIGATION TO ILFARI TO COME TO THIS WITH A PROPOSAL TO THE CLIENT.
6.7
WHEN CANCELLING PENDING ORDERS, WHICH HAVE NOT YET BEEN PAID BY WRITTEN AGREEMENT BEFORE PROCEEDING TO PRODUCTION
/ DELIVERY, ILFARI RESERVES THE RIGHT TO CHARGE THE COSTS TO THE CLIENT. COSTS OF SO-CALLED SPECIAL PRODUCTS, OTHER THAN
THE STANDARD ENTRY IN THE THEN CURRENT CATALOGUE, ARE ALWAYS 100% CHARGED TO THE CLIENT.
ARTICLE 7 - GUARANTEE AND CLAIMS
7.1
ILFARI GUARANTEES BOTH THE SOUNDNESS AND QUALITY OF THE GOODS SUPPLIED BY HIM.
7.2
THE CLIENT MUST AT ALL TIMES GIVE ILFARI THE OPPORTUNITY TO CARRY OUT TO REPAIR POSSIBLE DEFECTS. DEFECTS CAUSED BY
NORMAL WEAR AND TEAR, IMPROPER HANDLING OR INJUDICIOUS OR IMPROPER USE OR THOSE THAT OCCUR AFTER MODIFICATION BY
OR ON BEHALF OF THE CUSTOMER OR BY THIRD PARTIES, ARE NOT COVERED BY THE GUARANTEE.
7.3
NO GUARANTEE IS GIVEN IN RESPECT OF DEFECTS THAT ARE WHOLLY OF PARTLY DUE TO ANY GOVERNMENT REGULATION WITH REGARD
TO THE NATURE OF QUALITY OF THE MATERIALS USED.
7.4
ANY CLAIMS REGARDING EXTERNALLY PERCEPTIBLE DEFECTS OR EXECUTION OF THE ORDER MUST TAKE PLACE WITHIN EIGHT DAYS AFTER
RECEIPT OF THE GOODS BY THE CLIENT, IN THE EVENT OF EXCEEDING OF WHICH TERM ANY CLAIM AGAINST ILFARI IN RESPECT OF THOSE
DEFECTS LAPSES.
7.5
ANY DEFECTS AS A CONSEQUENCE OF MANUFACTURING AND ASSEMBLY FAULTS ON THE GOODS, ILFARI WILL REPAIR OR REPLACE IT FREE
OF CHARGE FOR ITS CHOICE.
7.6
SUBMITTING A CLAIM DOES NOT ENTITLE YOU TO POSTPONE PAYMENT.
7.7
GUARANTEE ONLY APPLIES IF THE CLIENT HAS FULFILLED ITS OBLIGATIONS AGAINST ILFARI (BOTH FINANCIAL AS OTHERWISE).
SUPPLY CONDITIONS
ARTICLE 8 - RETENTION OF TITLE
8.1
THE GOODS REMAIN THE EXCLUSIVE PROPERTY OF ILFARI UNTIL FULL PAYMENT OF THE INVOICE OCCURRED.
8.2
IN CASE THE CLIENT FAILS TO FULFIL THE PAYMENT OBLIGATION TOWARDS ILFARI. ILFARI IS ENTITLED TO TAKE BACK THE DELIVERED
GOODS WITHOUT NOTICE OF DEFAULT. THE CLIENT AUTHORIZES ILFARI TO ENTER THE PLACE WHERE THE GOODS ARE LOCATED.
ARTICLE 9 - LIABILITY
9.1
ILFARI IS NOT LIABLE FOR OPERATIONAL LOSS OR OTHER INDIRECT DAMAGES WITH RESPECT TO THE DELIVERED GOODS.
9.2
ANY CLAIM EXCEEDING THE AMOUNT OF INVOICE SHALL BE EXCLUDED.
9.3
ILFARI IS NOT LIABLE FOR DAMAGES BEYOND THEIR CONTROL, SUCH AS WAR, DANGER OF WAR, CIVIL WAR, REBELLION, REVOLUTION,
INSURRECTION, STRIKES, TRANSPORTATION DIFFICULTIES, FIRE AND OTHER SERIOUS INTERRUPTIONS IN THE BUSINESS ACTIVITIES OF ILFARI
OR ILFARI’S SUPPLIERS AND, MORE GENERALLY, NOT EVERY CAUSE THAT CAN BE ATTRIBUTED TO ILFARI.
ARTICLE 10 - TERMS OF PAYMENT
10.1
FULL PAYMENT HAS BEEN MADE FOR DELIVERY OF GOODS. UNLESS EXPLICITLY AGREED OTHERWISE IN WRITING IN A SPECIFIC PERIOD.
10.2
IF THE CLIENT DOES NOT PAY WITHIN THE AGREED TERM, ILFARI IS ENTITLED TO CHARGE THE CLIENT AFTER THE EXPIRY OF THE
AFOREMENTIONED PERIOD FOR LOSS OF INTEREST OF 3% PER MONTH OR PART OF A MONTH.
10.3
THE ENTIRE PURCHASE PRICE IS IMMEDIATELY DUE AND PAYABLE IN THE EVENT OF NON-PROMPT PAYMENT OF THE AGREED TERM ON THE
DUE DATE, WHEN THE CLIENT IS IN A STATE OF BANKRUPTCY, REQUESTS SUSPENSION OF PAYMENTS OR HAS BEEN REQUESTED UNDER
GUARDIANSHIP, IF ANY ATTACHMENT TO THE GOODS OR CLAIMS OF THE CLIENT IS MADE. AND WHEN IT DIES, GOES INTO LIQUIDATION
OR IS DISSOLVED.
10.4
IN ADDITION TO ILFARI’S PRINCIPAL CLAIM AND INTEREST FROM THE CLIENT, ILFARI IS ENTITLED TO CLAIM ALL EXTRA-JUDICIAL COSTS,
WHICH ARE CAUSED BY THE NON (TIMELY) PAYMENT. EXTRA-JUDICIAL COSTS ARE PAYABLE BY THE CLIENT IN ANY CASE IF ILFARI
HAS INSURED HIMSELF FOR THE COLLECTION OF THE ASSISTANCE OF A THIRD PARTY. ILFARI RESERVES THE RIGHT TO START THESE
PROCEDURES WITHOUT PRIOR NOTIFICATION TO THE CLIENT.
THESE COSTS WILL BE CALCULATED IN ACCORDANCE WITH THE COLLECTION RATE ADVISED BY THE NETHERLANDS BAR ASSOCIATION OR
COURT BAILIFF. FROM THE MERE FACT THAT ILFARI IS ASSURED OF THE HELP OF A THIRD PARTY, THE SIZE AND THE OBLIGATION TO PAY
EXTRA-JUDICIAL COSTS IS APPARENT.
ARTICLE 11 - INTERNET AND PROMOTION
11.1
IT IS NOT PERMITTED TO PROMOTE AND / OR OFFER ILFARI NAME, LOGO AND PRODUCTS, WITH OR WITHOUT PRICE INFORMATION, ON
WEBSITE OR THROUGH ANY OTHER PUBLICATION WITHOUT THE EXPRESS WRITTEN PERMISSION OF ILFARI B.V.
11.2
ILFARI WILL ACT DECISIVELY AGAINST VIOLATION OF THE ABOVE.
ARTICLE 12 - DISPUTES AND APPLICABLE LAW
12.1
DUTCH LAW EXCLUSIVELY APPLIES TO ALL AGREEMENTS CONCLUDED BY ILFARI.
12.2
ALL DISPUTES THAT ARISE OR ARISE IN CONNECTION WITH THE AGREEMENTS CONCLUDED WITH ILFARI ARE ONLY FOR THE ATTENTION
OF THE JUDGE IN ‘S-HERTOGENBOSCH, WHO IS COMPETENT IN THE FIRST INSTANCE, OR ANY OTHER COMPETENT COURT, IF ILFARI SO
CHOOSES.
ARTICLE 13 - PRIVACY
13.1
THE COUNTERPART HEREBY GIVES THE USER PERMISSION FOR THE PROCESSING OF ALL DATA OF THE COUNTERPART WHICH ARE
NECESSARY FOR THE EXECUTION OF THE AGREEMENT BETWEEN THE COUNTERPART AND THE USER, AS WELL AS FOR THE PROCESSING
OF ALL DATA PROVIDED BY THE COUNTERPART DURING THE TERM OF THE AGREEMENT AND / OR PRIOR TO THE CONCLUSION OF THE
AGREEMENT HAS BEEN MADE AVAILABLE TO THE USER. THE OTHER PARTY AND USER ACKNOWLEDGE THAT THE PROCESSING OF THESE
DATA IS NECESSARY TO COMPLY WITH THE EXECUTION OF THE AGREEMENT OR THE LEGAL OBLIGATION (S) OF THE USER, TO PECT THE
VITAL INTERESTS OF THE OTHER PARTY, OR FOR THE PECTION OF LEGITIMATE INTERESTS OF THE USER. USER. THE USER WILL NOT USE THIS
INFORMATION FOR ANY OTHER PURPOSE THAN IS NECESSARY FOR THE EXECUTION OF THE AGREEMENT AND MARKETING ACTIVITIES OR
TO COMPLY WITH ANY LEGAL OBLIGATION.
13.2
IN ADDITION, THE OTHER PARTY NOW GIVES PERMISSION FOR THE USER TO KEEP THE DATA AS LONG AS THERE IS ANY (LEGAL OR
FISCAL) RETENTION PERIOD FOR THE USER. THE DATA WILL IN ANY CASE BE KEPT FOR A PERIOD OF FIVE (5) YEARS AFTER THE END OF THE
AGREEMENT.
13.3
THE OTHER PARTY HEREBY DECLARES THAT IT IS AWARE OF HIS / HER RIGHTS IN THIS MATTER, INCLUDING BUT NOT LIMITED TO THE
RIGHT OF INSPECTION, THE RIGHT TO WITHDRAW THE AFOREMENTIONED CONSENT AND THE RIGHT TO LODGE A COMPLAINT WITH THE
SUPERVISOR.
THESE GENERAL DELIVERY AND PAYMENT TERMS ARE REGISTERED
AT THE CHAMBER OF COMMERCE IN EINDHOVEN UNDER NUMBER 16054275.
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