General terms & conditions
- These terms of delivery apply to all by AOKE Europe B.V. hereinafter AOKE Europe, done offers/quotes, agreements and all the resulting commitments.
- Deviations from these conditions of delivery can be made only in writing and are only valid on the specific agreement.
2. Offers / quotations
- All offers / quotations from AOKE Europe are non-binding and may be revoked by its ever, whether or not a time limit for acceptance. Offers/quotations may be revoked by AOKE Europe within 3 working days of receipt of acceptance in writing, in which case no agreement has been concluded between the parties.
- Offers / quotations can only be requested in writing: AOKE Europe nevertheless has the right to accept an oral acceptance as would be done in writing.
- Offers / quotations to manufacture products, especially for the purchaser, retains AOKE Europe the right to supply the ordered quantities by the customer, with a maximum margin of 10% increase or decrease, this is also to pass on some direct technical manufacturing costs, if this is necessary.
- The above under paragraphs 1 to 3, shall also apply to calculate additional work, including by AOKE Europe carry out installation work beyond the regular working hours and introducing additional amenities. Less work should in all cases agreed in writing.
- In advertising material in the broadest sense of the term, such as catalogues, price lists, leaflets etc. recorded data for AOKE Europe is never binding.
- Without prejudice to article 3 and subject to express written agreements are assignments of sizes, weights and other data as reliable estimates.
- All prices charged by AOKE Europe are based on at the time of the release of the offer/quotation acquaintances price determining factors.
- Unless explicitly agreed otherwise in writing, by AOKE Europe prices indicated always exclusive of VAT and apply for delivery carriage paid to home in Netherlands (excluding Islands).
- AOKE Europe is entitled to the prices or parts thereof for not delivered and/or not paid business or services to adapt to any changes in price-determining factors, such as raw material prices, wages, taxes, manufacturing costs, currency-exchange rates, etc.
- AOKE Europe is becoming empowered to adjust prices without delay if a legal price-determining factor there-AOKE Europe.
- For orders below an order amount of € 250.00 be administration-excluding VAT and transportation costs à € 35.00 excluding VAT on account.
- The minimum order amount is € 25.00 excluding VAT.
- Packaging is free, with the understanding that cases and crates are calculated, but without charges when returned by the calculated value will be credited.
- AOKE Europe is at all times entitled to demand security of the customer for the correct and timely performance of his payment obligations.
- The delivery in portions, each portion by AOKE Europe be invoiced separately, unless agreed otherwise in writing with respect to customer.
- AOKE Europe is also entitled the cost of additional work as referred to in article 2 of this agreed terms of delivery and invoices to calculate.
- De payment term is net cash within fourteen days of the invoice date. However, if ' month invoicing ' is agreed, the payment terms Net cash within 8 days. Under month billing means that the buyer during a calendar month Affairs of AOKE Europe may decrease, with AOKE Europe every time at the end of the calendar month.
- In the event that the purchaser does not pay within this period, has AOKE Europe, without that a default is required, the right Buyer for the entire amount due the Dutch to charge legal interest from the due date, without prejudice to the other rights to AOKE Europe.
- All court costs, as well as the extrajudicial collection costs, which are created by AOKE Europe in order to ensure fulfilment of the obligation of the customer, shall be borne by customer. When the collection in the hands of a lawyer, the costs will be calculated according to the rates applicable in that Declaration by lawyers, which by the General Council of the Bar Association shall be adopted and published.
- All payments must be made on a point to IBAN number by AOKE Europe in Netherlands.
- payments by the customer done always in settlement of all interest and costs and then of payable invoices which have been outstanding the longest open, even though the purchaser mentions that payment relates to a later invoice.
- Set-off by the customer is not allowed, unless AOKE Europe has recognised the counterclaim cool and unconditionally in writing.
- The place of delivery shall apply in all cases, save as otherwise provided written arrangement, the actual place of establishment of the customer or service establishment that was contracted.
- De of contents of delivery periods in offers/quotations, confirmations and/or contracts are done and this may be observed, but they are never as a deadline.
6. Warranty customer
- The purchaser undertakes to enable the AOKE Europe episode.
Buyer is there at your own risk and expense for that:
- to AOKE Europe to carry out the presentation necessary cooperation;
- spending business or services are decreased;
- the episode under normal working conditions, during normal working hours from 08:00-18:00.
- to be performed by third parties who do not belong to AOKE Europe assigned activities, are carried out properly and in a timely manner and that the work to be performed by AOKE Europe there of no disturbance.
- light and strength flow on reasonable distance available and that the spaces in which we are working is clean, dry and sufficiently heated;
- the alleged Affairs with an appropriate elevator or other suitable means of transport to the place of destination can be transported and that transport of the business by the building is not hindered.
- If the business or services to the customer in the best episode, but episode is by virtue of the fact that the customer one of the obligations referred to in paragraph 1 and 2 above has failed, not been possible, decrease shall be deemed to have been rejected. In that case the customer is in default shall be deemed to be in default without day further objectives required. The day on which refusal of decrease takes place, shall be deemed to be the date of delivery of ordered cases c. q services.
- Without prejudice to the obligation to pay is customer in the case referred to paragraph 3 committed to ensure reparation for damage suffered as a result of the refusal AOKE Europe, including making costs for storage and transport, the latter costs are related to the usual rates set.
- 'Samples' means the on sight placing of products, with the aim of case for which customer interest to visualize and test it.
- De sea shipment will be billed to the customer, on the understanding that final value fee credit if the customer takes place within 30 days after delivery of the shipment visibility, in writing to the sea shipment not to want to preserve it and after the sea shipment in original packaging in good condition and carriage paid to AOKE Europe is returned. Damaged/lost sight shipments are not credited.
- Business not belonging to the standard range of AOKE Europe specifically for customer purchased (' outdoor collection-business '), can never be regarded as sea shipment.
8. Transfer of risk
- Regardless of which between AOKE Europe and the customer about costs of transport and Insurance Commission is agreed, the business risk of AOKE Europe, until the time that they are in the actual possession of the customer or of the third party engaged by the customer (n) are passed through signing of bills of lading, marking lists and/or packing lists.
- As soon as the affairs in accordance with the provisions of paragraph 1 under the actual control of the customer or the third party engaged by the customer (n) is passed, the customer is obliged to adequately insure these items against theft, damaged, extinction, etc.
9. Retention of title
- De property of the items delivered to the customer by AOKE Europe enters the purchaser about like this everything has met what AOKE Europe under all sales contracts with customers and in this context, services or works to be recovered.
- The purchaser is, notwithstanding the provisions of paragraph 1, shall be entitled to use the things that he of AOKE Europe has received in the context of its normal business practices to use.
- The purchaser is never authorized goods delivered subject to retention of title in any manner to preserve and/or in (far) on loan and/or from the hands.
- AOKE Europe will deliver a performance that lives up to the agreement and guarantees in fairness, quality requirements, taken into account the nature of the performance.
- Improper fulfillment overture from AOKE Europe belongs in each case no small customary or technically unavoidable deviations and differences in quality, number, color or finish.
- Customer must examine whether the goods supplied or the services rendered meet the agreement.
- Customer can there no job on goods delivered or services performed that do not comply with the agreement, if not within this research he fails or AOKE Europe following term of the defects in writing.
- Visible defects must within three working days after delivery or after the provision of the relevant services to be reported in writing to AOKE Europe.
- Hidden defects must immediately after Customer she has discovered, but not later than that months after delivery or service to be reported.
- Defective Affairs may, with the exception of consignments referred to in article 7, only to be sent back with the express prior consent of AOKE Europe and shall be provided with the original packaging and return receipt. Returns must in all cases be made carriage paid. AOKE Europe reserves the right to require things referred to a specified address.
- As regards ' outdoor collection ' business as referred to in article 7 paragraph 3 will grant permission from AOKE Europe aforementioned conclusive if the ' outdoor collection ' cases damaged or otherwise unsound or not usable.
In case of the view of AOKE Europe legitimate and duly filed complaints is AOKE Europe, her choice, taking into account the
interests of the customer and the nature of the complaint, required to or:
- replacement/Exchange of the goods delivered or services rendered either;
- granting of a price discount.
- The law of advertising shall lapse if the delivered is no longer in the same condition in which it was delivered.
- Complaints about invoices payable within eight working days from the date of dispatch of invoices be submitted in writing.
- De liability of AOKE Europe opposite Customer for direct damages in case of not, not timely or not properly perform is limited to the net invoice value of the relevant business or services, this, however, up to an amount of € 55,000.00.
- De restriction referred to in paragraph 1 shall also apply if the purchaser from AOKE Europe other basis than the agreement concluded between them to be liable for direct damages.
- In case of indirect damage, howsoever arising and of any Earth also, AOKE Europe never liable.
- De limitation of liability does not apply in the case of intent or gross negligence on the part of drivers and managing AOKE Europe.
- AOKE Europe shall under no circumstances be liable to the purchaser in respect of AOKE Europe. is related to the agreement posted materials. Buyer undertakes in respect of these materials an adequate insurance.
- Customer indemnifies AOKE Europe as far as this is permitted by the law, to respect of liability to one or more third parties, which originated from and/or related to the implementation of the agreement, regardless of whether the damage from AOKE Europe or help people, help business or goods supplied or services is caused or inflicted.
- Similarly, shall indemnify Buyer AOKE Europe, as far as this is permitted by the law, in respect of the liability to third parties in connection with any infringement of intellectual property rights of such third parties in the followed by the customer under the agreement given to AOKE Europe command.
- Customer shall ensure adequate insurance in respect of the risks referred to in paragraph 1 and 2 above.
- The purchaser is always required to make every effort to limit the damage.
14. Superiour numbers
- If Customer fulfilment overture from AOKE Europe or decrease by more than one month is delayed by superiour numbers, each of the parties – to the exclusion of further rights – entitled to dissolve the agreement according to the law. What has the agreement been fulfilled or is performed, is then prorated between the parties settled.
Superiour numbers of AOKE Europe is in any case;
- the circumstances that AOKE Europe a performance (including a performance of customer) that is of interest in connection with the supply by her performance, not, not timely or not delivered properly;
- disturbances in traffic;
- government measures that prevent its obligations in a timely manner or sound AOKE Europe;
- riots, call, war;
- extreme weather conditions;
- import, export, transit and/or prohibited.
15. Unforeseen circumstances
If there have been unforeseen circumstances such that customer to reasonableness and fairness fulfilment of AOKE Europe may not expect, the Court may on request of one of the parties that agreement in whole or in part.
16. Right of retention
AOKE Europe has jurisdiction in all matters AOKE Europe by Customer, under visibility to all his obligations towards the purchaser until AOKE Europe with which the relevant business directly or have sufficient cohesion, has met. Matters covered by this law from hitting the most of AOKE Europe, then AOKE Europe entitled to claim these things, as if they themselves owner.
If one of the parties fail to comply with his obligations towards the other, either get a deferment of payment requests, either in a State of bankruptcy, then the other party the right to, without further notice of default or judicial intervention is required, the written agreement concluded between the parties dissolved, or to suspend the fulfilment of the obligations under any outstanding, without prejudice to other legal rights.
18. Industrial and intellectual property
- AOKE Europe warrants, that the goods delivered as such not violate Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
- If nevertheless by AOKE Europe must be recognised or by a Dutch court in a judicial proceeding in a decision is no longer subject to appeal, that any goods supplied by AOKE Europe though infringes rights of third parties shall AOKE Europe at its option replace the individual case after consultation with the customer by an agent , that does not infringe the law or acquire a licence fee in the matter, or the concerned case back for a refund of the price paid, less the normal to deem depreciation, without further compensation.
- However, the right to the Buyer loses under paragraph 2, if he indicated performance AOKE Europe not as such timely and completely over claims of third parties as before, referred to in this article as a result of which AOKE Europe also has not been able to properly defend its rights in the matter.
The customer is not allowed without written permission of AOKE Europe to have obtained de jure obligations, arising from the agreement, to transfer to third parties.
20. Changes / additions
- Changes to this TOS or additions are only valid in so far as they have been agreed in writing.
- In case of invalidity of one or more provisions in these terms of delivery the other provisions still remain in force.
- The Parties shall consult on the invalid provisions, in order to take a replacement valid scheme, so that the thrust of the agreement remains conservative.
- All disputes, including disputes that are considered as such only by one party, which between AOKE Europe and the purchaser were allowed to exist as a result of a contract concluded with the customer by AOKE Europe or further agreement, subject to the competence of parties to a decision of the President of the District Court, be subject to the decision of the ordinary courts in the place of residence or with regard to the arrondissement of AOKE Europe.
- For claims of AOKE Europe is also, however, the district judge of the place of residence or with regard to the District of Recipient competent.
- If one of the parties a dispute pending before this present eight and he wants to make, then they this to the other party in writing with a description of the dispute must consent to make.
On the application of these terms of delivery by AOKE Europe with exit agreements is always governed by Dutch law.