GENERAL CONDITIONS OF SALE
The private limited company Plus Power Group B.V., also acting under the name "Allwrite", referred to below as: User, registered at Soest, and having its office at (3760 AA) Soest, Zuidergracht 21-18.
In these Conditions the following definitions apply: 1.1. User: Plus Power Group B.V. and/or one of the above trade names, offering distance marketing of products and/or services to Customers; 1.2. Customer: any purchaser/contract party, including Consumers, with whom User negotiates or enters into Contracts. 1.3. Consumer: the natural person not acting in the exercise of a profession or business, who has entered into a distance contract with the entrepreneur; 1.4. Distance Contract: a contract for which one or more means of distance communication are used exclusively as part of a system for the distance sale of products and/or services organised by the entrepreneur up to and including the conclusion of the contract; 1.5. Means of distance communication: a means that can be used for entering into a contract without the simultaneous presence of consumer and entrepreneur in the same physical room; 1.6. Right of withdrawal: the possibility for Consumer to withdraw from the Distance Contract within the reflection time; 1.7. Durable medium: any medium that enables Consumer or entrepreneur to store information addressed personally to themin such a way that it is accessible for future reference and that allows the unchanged reproduction of the information stored.
2.1. These General Conditions shall apply to any offer of User and to any (Distance) Contract entered into between User and Customer. User expressly rejects the applicability of any general conditions of Customer.
3.1. Any offers and/or quotations of User shall at all times be free of engagement, and are considered one integrated offer and/or quotation. An offer or quotation is cancelled if the Product to which the offer or quotation applies, has meanwhile become (temporarily) unavailable or undeliverable. In all other cases an offer or quotation shall lose its validity in case a Customer has not approved in writing of the quotation or offer made, within 10 days. 3.2. Illustrations, drawings, dimensions, quantities, weights, price lists, print, brochures, mailings, letters, faxes, emails, websites, advertisements, advertising provided by User, and any other general information provided on behalf of User give a general representation of that which is offered, but shall be free of engagement. 3.3. Immediately after the acceptance of the offer User may withdraw the offer, even if the offer contains a term of acceptance, and acceptance has taken place within said term. A withdrawal shall at any time be effective immediately if it has taken place within 2 business days of acceptance. 3.4. Offers or quotations shall not be binding on User if Customer should reasonably understand that the quotations of offers or part thereof contain an apparent mistake or typographical error. 3.5. A distance contract is at all times considered concluded in case User has commenced the performance of the order but not before receipt of an electronic confirmation of the order by Consumer. 3.6. A quotation of offer made by telephone is not considered concluded until after User has confirmed said quotation or offer to Customer in writing, including by email. 3.7. The extent of our obligations is exclusively determined by the order confirmation, unless expressly agreed otherwise.
4.1. Specified or agreed delivery times shall never be considered final dates. User shall not be in default due to mere non-observance of said times, and Customer cannot rescind the Contract or part thereof on account of that. In that case Customer is not entitled to damages. In the event of late delivery therefore, User must be declared in default in writing, and must be given a reasonable time limit to subsequentlyperform. A reasonable time limit shall be a time limit as considered reasonably in the industry. 4.2. At User's discretion the services of a reliable (international) forwarding agent are used for all deliveries. Unless agreed otherwise with Customer delivery shall take place ex warehouse of User. At the time of delivery the risk (of loss, destruction, damage and such) passes to Customer. 4.3. User has the right to supply and invoice part deliveries. 4.4. In case Customer fails to take delivery of the goods in time, User shall store these goods at the risk and for account of Customer, and User may demand payment as if delivery had taken place. Subsequently Customer shall have the opportunity to take delivery of the goods during a time not exceeding 25 days against payment in advance of all costs resulting from the failure to take delivery in time. The latter costs are also due in case Customer does not take delivery at all.
5.1. Upon delivery and arrival of the goods Customer shall immediately inspect said goods and check for any inconsistencies between delivery and Contract; in case of inconsistencies Customer shall immediately, but in any case within 2 business days of receipt, report those to User, stating the reasons. Minor deviations in quality, colour, weight and such that are considered tolerable in the industry shall not be a reason for complaints. 5.2. Customer cannot complain about a non-visible defect in the good or service in case he has not submitted a complaint to User in writing, stating the reasons, within a reasonable time not exceeding 2 business days after he had or reasonably should have discovered the defect; 5.3. Customer shall at all times give User the opportunity to remedy any defects. 5.4. Customer cannot derive any rights from User looking into a complaint. Submitting a complaint does not discharge Customer from its payment obligations towards User. 5.5. In case of defects Customer is obliged to immediately suspend the use, processing and/or installation of the goods concerned, and further, to take any reasonable measures or refrain from any actions in order to prevent (further) damage. 5.6. Customer shall forfeit any rights and powers granted to him on account of a defect, in case he has not complained within the times referred to in 5.2 above in the manner as referred to in 5.2 above, and/or has not given User the opportunity to remedy a defect. 5.7. Returns of items supplied by User shall take place only after User's prior written approval.
6.1. Except to the extent as agreed otherwise in writing or clearly stated otherwise all prices and rates shall be in euro, exclusive of BTW (Dutch VAT) and transaction costs. 6.2. Prices are based on those prices, rates, wages, taxes, duties, levies and such as current at the time of the offer. In case of an increase in one or more of the factors determining cost price User has the right to increase the price accordingly. Such a price increase does not give Customer the right to rescind the Contract. 6.3. Prices shall at all times be exclusive of levies by government entities or otherwise in connection with the sale or the use of the goods to be supplied by User, including environmental levies, waste disposal fees and packaging regulations. User has the right to charge the levies and costs concerned to Customer. 6.4. The Consumer has the right to rescind the Contract by means of a written declaration to that effect in case the price increase as referred to under 6.2. exceeds 10% of the price originally agreed, unless User is prepared to perform the contract on the basis of the provisions originally agreed.
7.1 Unless agreed otherwise in writing payment shall take place by means of payment or transfer to a bank account specified by User, within fourteen (14) days of invoice date. The value date specified on the statements of account of User is considered the date of payment. 7.2 Payment shall take place without set-off or delay for whatever reason. 7.3 Payment shall take place in one amount, unless payment in instalments has been agreed, in which case each instalment due is considered a separate payment. 7.4 In case Customer fails to pay the amounts due within the term agreed, Customer shall be in default by operation of the law, and User shall have the right, without prejudice to any other rights of User, to charge to Customer an interest on the entire amount due of 1.5% per month, increased by a collection letter fee of € 7,50, from the due date of the invoice concerned until the day of payment in full. The costs of collection, both judicial and extrajudicial, shall be borne by Customer. The extrajudicial collection costs shall be 15% of the unpaid part of the principal amount with a minimum of € 340,00. The amounts of the costs referred to above, as entered in the accounts of User shall provide full proof of their existence. 7.5 In case User sees fit, User may demand additional security, failing which User shall have the right to suspend the performance of the Contract. 7.6 Unless agreed otherwise in advance the first three orders of new Customers shall be supplied after payment in advance. As long as User has not approved of a credit limit, delivery shall take place COD or after payment in advance only. 7.7 In case Customer fails to fulfil or timely fulfil any obligation resulting from the Contract, enters into a debt settlement with its creditors, applies for suspension of payment, is declared bankrupt, closes down or transfers its company, in case its assets are attached or in case fulfilment by Customer cannot be expected on reasonable grounds, any claim of User against Customer shall become immediately due and payable. User shall also have the right to rescind the Contract to the extent that it has not been (fully) performed, without notice of default or the intervention of a court of law being required, and to take back any unpaid goods supplied, the above without prejudice to the right of User to receive payment or damages and its right to suspend the performance of the Contract.
8.1. User reserves the title in all goods supplied or to be supplied to Customer for as long as Customer has not paid its liabilities toward User on account of this Contract or similar Contracts, for as long as Customer has not paid the amounts owed on account of services performed or to be performed under this Contract or similar Contracts, and as long as Customer has not paid the claims of User on account of a failure in the performance of such Contracts, including claims for interest and costs. 8.2. As long as Customer has not paid the liabilities referred to above Customer does not have the right to create a right of pledge or non-possessory lienor any other right on the goods supplied or to be supplied by User, and Customer undertakes to declare to third parties that may wish to create such rights, that Customer is not authorised to create such rights (of pledge), failing which Customer commits embezzlement. Further Customer undertakes in particular to store and keep stored said goods separately and identified as the property of User, and until User has been paid in full, Customer does not have the right to alienate (except in the way as customary in the operation of Customer's company), rent, give in use or relocate outside its company or to otherwise encumber said goods without the prior, written approval of User. 8.3. Customer shall at all times take any reasonable measures as may be expected from him to safeguard the ownership rights of User. 8.4. In case third parties attach the goods supplied subject to reservation of title or wish to encumber them with any rights or wish to execute any rights on said goods, Customer is under the obligation to inform User of this immediately. 8.5. User has the right to suspend the fulfilment of his obligation to issue the goods including for instance documentation, until Customer has paid all his liabilities towards User.
9.1. User is not obliged to fulfil any obligation towards Customer in case User is prevented to do so due to any circumstance beyond User's control, and which is not attributable to User on the basis of the law, a legal transaction or generally accepted views. 9.2. Circumstances as referred to in the previous paragraph include such circumstances as: acts of terrorism, war, trade embargos, natural catastrophes, strike, disruption in the supply of required goods or semi-manufactured goods, fire and similar circumstances at User or User's suppliers, irrespective of whether they could have been anticipated at the conclusion of the Contract. 9.3. In case User is prevented to fulfil or timely fulfil its obligations resulting from the Contract on account of Force Majeure or other extraordinary circumstances as referred to above, User has the right to subsequently perform the Contract within a reasonable time or – in case performance within a reasonable time is not possible – to declare the Contract or part thereof rescinded without ensuing obligation to pay any damages. 9.4. In that case Customer does not have the right to rescind the Contract before Force Majeure has had a duration of 3 months. Neither during these 3 months, nor after expiry of these 3 months in case of rescission shall Customer have any right to damages. 9.5. In case, at the time at which Force Majeure occurs, User has meanwhile fulfilled part of its obligations resulting from the Contract or may perform part thereof, and the performed part or the part to be performed has an independent value, User has the right to separately invoice the part fulfilled or to be fulfilled. Customer is obliged to settle this invoice as if it resulted from a separate contract.
10.1. During the warranty period(s) specified for each separate product User guarantees that the good supplied meets the Contract and the requirements as they apply to said goods in normal business practice. 10.2. The obligations of User under the warranty does not give Customer any other right than the right of replacement or repairs of the goods supplied. Repairs under warranty do not extend the warranty term accordingly. 10.3. User shall be relieved of its obligations under the warranty in case of the use of other items than those prescribed by User, and in case third parties have performed work to the good supplied and/or a defect is caused by inexpert use, normal wear and tear or use of the good supplied that differs from the instructions for use given by User. 10.4. The guarantee shall only apply in case Customer has fulfilled all its obligations toward User. 10.5. Repairs beyond the scope of the warranty that applies shall be charged by User. 10.6. In case of repairs or replacement of defective goods covered by the warranty Customer is obliged to return the goods to an address to be specified by User at Customer’s costs.
11.1. The liability of User is expressly limited to the obligations under warranty as described in article 10. User expressly excludes any further liability towards Customer for any damage however caused, including any direct and indirect damage, such as consequential and operating damage, except the liability for damage caused by gross negligence on the Part of User and/or User’s employees. 11.2. In case and to the extent that User is subject to any liability for whatever reason, this liability shall at all times be limited to the amount invoiced for the contract concerned, and the principal amount exclusive of BTW or, in case of an amount in excess of that, to the amount which User will receive from third parties or insurers on account of the damage, with a maximum of€ 5.000,= per case or connected series of cases. 11.3. User is not liable for damage caused by acting upon instructions of Customer or the use of goods, employees and/or auxiliary staff of Customer, all this in the broadest sense. 11.4. User is not liable for damage in case Customer itself or a third party acting on behalf of Customer has made changes to or performed work to the goods supplied by User and/or in case the goods were used by Customer for other than the normal (operating) purposes. 11.5. Without prejudice to the provision of article 4 damages as referred to in this article must be reported to User in writing within one year after they first occurred, failing which any right to damages will become void. 11.6. The non-Consumer indemnifies User from and against any claims of third parties on account of damage directly or indirectly in connection with the goods supplied.
12.1. Without prejudice to the other provisions of these Conditions User may unilaterally rescind the Contract in case Customer suspends the operation of his company, winds up his company, applies for suspension of payment, applies for the Application of the debt restructuring scheme as referred to in article 284 ff. Fw (Dutch Bankruptcy Act), is declared bankrupt, the control of the enterprise is changed and/or the enterprise is subject to an attachment that will not have been terminated within 30 business days of the date of the attachment. 12.2. In the case as referred to in article 12.1. User has the right to charge to Customer the damage caused to User due to the rescission. 12.3. In case of purchase of products the Consumer has the right to return the products received during 14 calendar days without stating the reasons thereof. This term commences on the first day after receipt of the product by or on behalf of Consumer. During this term Consumer will treat the product and packing with due care. He will merely unpack the product to the extent necessary in order to verify whether he wishes to keep the product. The right to rescind the Contract is cancelled in case the Consumer has put the product into operation, the product is damaged or the original packaging is missing after receipt. 12.4. In case Consumer uses his right as referred to in article 12.3. all the costs and risks of the return shipment shall be borne by Customer. 12.5. In case Consumer uses the right as referred to in article 12.3. and has already paid an amount to User, User shall repay said amount, including the standard shipping costs, as soon as possible, but no later than 14 calendar days after the returned good has been received.
13.1. The risk of loss, damage or depreciation of value shall pass to Customer at the moment at which the goods have been in the control of Customer.
14.1. Customer indemnifies User from and against any claims for damages of any third partiesdirectly or indirectly in connection with the goods supplied by User according to designs, drawings, data or other instructions provided by Customer, which may infringe on intellectual property rights of said third parties. 14.2. User reserves the right to immediately suspend deliveries in case the third parties referred to in the previous paragraph object to those deliveries.
15.1. All our Contracts are governed by Dutch law exclusively. 15.2. The provisions of the uniform sales law: “Eenvormige Wet inzake de Internationale Koop van Lichamelijke Zaken (Wet van 15 december 1971, Stb. 780 en Stb. 781)” and of the “Weens Koopverdrag (Convention of the international Sale of Goods)” do not apply, the same applies to any future international regulation with respect to the sale of movable property of which the operation may be excluded by the Parties. 15.3. Any disputes resulting from Contracts entered into with User shall be submitted to the competent court in Utrecht. 15.4. The provision of 15.3. does not affect User’s right to submit the dispute to the court having jurisdiction in accordance with the normal rules on competence. 15.5. For the interpretation of international commercial terms the ‘I.C.C. Incoterms’, as compiled by the International Chamber of Commerce of Paris (I.C.C.) shall apply.
16.1. These Conditions have been registered with the Chamber of Commerce of “Gooi-, Eem-en Flevoland” at Almere. 16.2. The applicable version shall always be the latest version filed or the version that applied at the time at which the legal relationship with User was entered into. 16.3. In case one of the provisions of these Conditions is invalid and/or is declared void, this does not affect the validity of the remaining provisions. In that case the parties to the Contract are deemed to have agreed a provision that replaces the invalid provision and/or the provision that was declared void, which new provision approaches the intention and purport of the invalid and/or void provision to the extent as legally possible. 16.4. User may change these Conditions at all times in the future. 16.5. The Dutch text of the General Conditions shall always prevail for the purpose of their interpretation. 16.6. These Conditions may be cited as “General Conditions of Sale 2015”.