General Terms and Conditions Housevitamin
HOUSEVITAMIN: the companies Chimax BV and HOUSEVITAMIN VOF, situated at Neutronweg 39, 1627 LG Hoorn.
The goods which HOUSEVITAMIN intends to supply to the client, together with the estimate for the associated costs.
The individual or legal body who instructed HOUSEVITAMIN to supply the items and/or goods.
Each contract between HOUSEVITAMIN and client concerning the purchase and sale of goods.
General Terms & Conditions:
These general terms & conditions of HOUSEVITAMIN.
Article 1 Applicability
- The general terms & conditions apply to all offer requests, proposals, contracts and supplies concerning the sale and purchase of items and/or goods by HOUSEVITAMIN.
- All of the clauses in these general terms & conditions have been drafted for the benefit of all of the directors of HOUSEVITAMIN and all persons employed by HOUSEVITAMIN and/or engaged by HOUSEVITAMIN.
- Deviations from and supplements to these general terms & conditions may only be agreed with HOUSEVITAMIN in writing.
- By entering into the contract the client accepts these general terms & conditions, without the requirement for any further written confirmation.
- The company, its brands, logos, pay-off, images, photographs and product names are copyrighted by HOUSEVITAMIN and are not allowed to be used without permission. Abuse and deception by using the brands, trademarks, logos, pay-off, images, photographs and product names is not allowed.
Article 2 Offers
- All of HOUSEVITAMIN’s offers and price lists continue to be without obligation, under the condition that the items are unsold and on stock.
- All offers apply for the term stated in the offer. In the event that no term is stated in the offer, the offer is valid for 14 days. HOUSEVITAMIN is only bound by the offer in the event that the offer is signed by the client and received by HOUSEVITAMIN within fourteen (14) days. HOUSEVITAMIN is entitled to revoke the offer within two (2) working days of receipt of the acceptance.
- In the event that discrepancies from the offer arise in the implementation of the contract, HOUSEVITAMIN shall inform the client of this as swiftly as possible.
- HOUSEVITAMIN is entitled to refuse an assignment for its own reasons, even if the client is a member of the HOUSEVITAMIN dealer network.
Article 3 Dispatch and delivery
- Delivery occurs as soon as HOUSEVITAMIN surrenders or allows the goods to be surrendered to the client.
- Unless otherwise agreed, delivery is made by presenting the goods at ground floor level of client’s warehouse or showroom.
- The risk for the goods transfers to the client at the moment that the client takes delivery. Delivery is defined as: the placing of goods under the client’s control. The goods are also placed under the client’s account and risk from the moment the client neglects to perform actions which it is required to perform in cooperation with the delivery. The client is in default if he does not accept delivery of the goods immediately at the agreed delivery time and delivery location. The client must make available (allow to be made available) sufficient resources and personnel for the swift and undisrupted unloading of the goods. Extra costs generated by negligence on the part of the client, including storage, administration and transport costs for the unaccepted goods shall be borne by the client.
- HOUSEVITAMIN cannot accept liability for colour variations which are no greater than colour nuances. The client may not reject delivery on that premise.
- The client is obliged to check the delivered goods for quantity, quality, specification and other discrepancies from the agreed standard immediately and within 5 days of the delivery at the latest.
- HOUSEVITAMIN is entitled to deliver an order in full or in part deliveries. In the latter case HOUSEVITAMIN is entitled to demand separate payment for each individual part delivery. If and so far as a part delivery is not paid for by the client, HOUSEVITAMIN is not obliged to delivery the subsequent part delivery, but HOUSEVITAMIN is entitled, at its own discretion, to suspend or dissolve the contract for the duration that the client fails to fulfil this obligation, without legal intervention and without the requirement to place the client in default, without prejudice to its other rights, including the right to compensation.
Article 4 Prices
- The delivery terms stated in the offer and/or contract only apply for the purpose of information and never apply as deadlines.
- The delivery time in the offer and/or contract shall in any case be extended for the duration of any delay, in the event that the delay is the consequence of insufficient cooperation by the client in the implementation of the contract.
- Exceeding the delivery time by HOUSEVITAMIN shall never be considered to be a shortcoming in the fulfilment of the obligations arising from the contract and does not allow the client the right to dissolve the contract, refuse payment or to neglect its obligations in any other way. Nor does the exceeding of the delivery time render HOUSEVITAMIN liable for the payment of compensation of any nature whatsoever.
Article 5 Changes in goods
HOUSEVITAMIN is authorized to deliver goods that deviate from what has been agreed if it
concerns changes in the goods to be delivered, the packaging or related documentation required to comply with the applicable legal requirements or if it concerns minor improvement changes improvement.
Article 6 Termination of the agreement
a. HOUSEVITAMIN's claims against the other party are immediately due and payable in the following cases:
- if HOUSEVITAMIN becomes aware of circumstances after closing the agreement, which give HOUSEVITAMIN good grounds to fear that the other party will not fulfil its obligations;
- if HOUSEVITAMIN has asked the counterparty during the agreement to provide security for the fulfillment and this security is not provided or is insufficient.
In the cases mentioned HOUSEVITAMIN is entitled to suspend the further execution of the agreement or to dissolve the agreement, without prejudice to the right of HOUSEVITAMIN to claim compensation.
b. If circumstances arise with regard to persons and / or material that HOUSEVITAMIN uses or commits to operate in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or is so objectionable and / or disproportionately expensive that compliance with the agreement can no longer be reasonably expected, HOUSEVITAMIN is authorized to dissolve the agreement.
Article 7 Retention of title
- The delivered goods and the goods to be delivered remain the exclusive property of HOUSEVITAMIN for as long as the client fails to fully comply with its obligations arising from the contract and all claims which HOUSEVITAMIN has or shall have against the client, including claims as defined in article 3:92, clause 2 of the Dutch Civil Code for interest and legal and extrajudicial costs have been paid in full.
- The client is obliged to store goods which are delivered subject to retention of title with all due care and recognizably as the property of HOUSEVITAMIN. The client is obliged to preserve and use the delivered items with the original HOUSEVITAMIN marks and labels. It is prohibited to delete or change the HOUSEVITAMIN marks and labels or to add your own labels to our products.
- As long as the title to the goods has not been transferred to the client, these goods may not be pledged or any right to them be extended to third parties, except for within the normal course of its business.
- The client is obliged to store goods which are delivered subject to retention of title with all due care and recognizably as the property of HOUSEVITAMIN. The client shall insure the goods against all risks based on the invoice value. The client shall provide HOUSEVITAMIN with the name and address of the insurers and copies of the policies at its first request. Furthermore the client shall establish a silent pledge in favor of HOUSEVITAMIN over its claims in respect of that insurer at HOUSEVITAMIN’s first request as defined in article 3:239 of the Dutch Civil Code
- HOUSEVITAMIN is entitled to recover goods delivered subject to retention of title and which are still present at the client’s premises in the event that the client is in default of its payment obligations or encounters or threatens to encounter payment difficulties. The client shall permit HOUSEVITAMIN access to its premises and/or buildings at all times to inspect the goods and/or for the implementation of its rights.
- The aforementioned provisions are without prejudice to HOUSEVITAMIN’s other rights.
- The other party is obliged at the first request of HOUSEVITAMIN:
a. to pledge all claims of the other party to insurers with regard to the goods delivered subject to retention of title to HOUSEVITAMIN in the manner prescribed in Article 3: 239 of the Dutch Civil Code;
b. to pledge the claims that the counterparty obtains against its customers in the resale of property delivered by HOUSEVITAMIN under retention of title to HOUSEVITAMIN in the manner prescribed in Article 3: 239 of the Dutch Civil Code;
c. to cooperate in other ways with all reasonable measures that HOUSEVITAMIN wishes to take to protect its property rights with respect to the goods and which the other party
Article 8 Claims
- The client is obliged to inspect the goods thoroughly for defects immediately following delivery. In the event that the client is of the opinion that there are defects, the client must state these defects on the shipper’s consignment note upon receipt and inform HOUSEVITAMIN of this within 5 days of delivery by letter including illustrations. Claims will only be accepted provided they are submitted to HOUSEVITAMIN by letter within 5 days of delivery. Once the aforementioned time period has expired the delivered goods are deemed to have been accepted irrevocably and unconditionally by the client. Any legal claims must be instigated within one year of the timely communication of the claim upon penalty of expiry. The burden of proof of timely communication of the claim rests with the client.
- Claims of whatever nature do not suspend the clients payment obligations.
- Discrepancies in quality, dimensions or colours which cannot be technically prevented or which are generally accepted in custom and practice may not constitute any grounds for claims. The same applies in the event that the supplier/manufacturer from whom HOUSEVITAMIN obtains his materials has made any modifications, provided that these modifications have not materially affected the goods. In addition it is not possible to submit a complaint if: the delivered goods are used for a purpose other than for which they are normally intended; the manifested defects are due to normal wear and tear; the damage is caused by negligence on the part of the client or of a third party (including but not limited to inadequate maintenance); or because the client has acted contrary to the instructions, directions, and advice of HOUSEVITAMIN.
- Furthermore the claim shall only be honoured by HOUSSEVITAMIN if it is permitted the opportunity to inspect the goods in their original condition. Only goods which are returned upon HOUSEVITAMIN’s instruction and furthermore the claim for which is approved by HOUSEVITAMIN shall be accepted by HOUSEVITAMIN. Return shipping is at the client’s risk and expense. For a claim which has been proved by the client and approved by HOUSEVITAMIN, HOUSEVITAMIN may, at its discretion, opt to replace the components or items to which the claim relates or to credit the client, to the exclusion of any other right to compensation on the part of the client. Each part delivery is regarded as a separate delivery for the purpose of claims.
- The client may not submit claims in respect of goods which it has processed further following delivery by HOUSEVITAMIN
- Should the parties be unable to arrive at an agreement an independent expert shall be engaged, the costs of which shall be borne by the party which is found to be in the wrong
Article 9 Prices
- The minimum order amount for delivery is €500,- and in all cases the prices are exclusive of VAT, sales tax, shipping/dispatch costs, packaging, administration costs, insurances and any other taxes or government levies, apply.
- Prices are exclusive shipping and transport expenses if not otherwise agreed in written form. The amount of shipping costs charged vary per country:
Netherlands Order amount above €500,- (exclusive taxes, article 9.1) free delivery. Deutschland Order amount above €1000,- (exclusive taxes, article 9.1) free delivery. For order amount below €1000,- (exclusive taxes, article 9.1) shipping costs are €55,-. Belgium Order amount above €750,- (exclusive taxes, article 9.1) free delivery. For orders below €750,- (exclusive taxes, article 9.1) shipping costs are €55,-. France All order amount will be charged with €100,- shipping costs. Poland Order amount above €1500,- (exclusive taxes, article 9.1) free delivery. For orders below €1500,- (exclusive taxes, article 9.1) shipping costs are €120,-. Other countries Shipping costs to other countries are on request.
- All deliveries are made at the agreed prices, on the understanding that should any materials, packaging, raw materials, unfinished goods, purchase prices, wages, wage costs, social and government taxes, freight charges, insurance premiums, exchange rates and/or other factors which determine the price of the goods be subject to amendment, HOUSEVITAMIN is entitled to amend its prices accordingly on one (1) occasion per annum, due to the influence of the aforementioned non-exhaustive list of market conditions. Such a price amendment does not entitle the client to dissolve the contract or to have the contract dissolved, unless the price amendment constitutes an increase over more than 15%.
- In the event that a price has not (yet) been agreed, HOUSEVITAMIN shall charge the client the prices and rates which apply at the time of delivery.
Article 10 Contract
- After the clients written order or instruction, HOUSEVITAMIN will process the order and send the confirmation.
- The confirmation of the order by HOUSEVITAMIN must be checked upon receipt by the client and in the event of the establishment of any discrepancies, these must be immediately communicated in writing to HOUSEVITAMIN .
- The client is not entitled to transfer or mortgage his rights arising from the contract to a third party without HOUSEVITAMIN’s written permission.
- HOUSEVITAMIN reserves the right to supply orders on cash on delivery terms without stating the reason.
Article 11 Payments
- All invoices sent out by HOUSEVITAMIN. must be paid by the client within FOURTEEN days of the invoice date, without discounts or settlements of any nature, unless explicitly agreed otherwise.
- HOUSEVITAMIN is entitled to demand payment in full prior to or upon delivery of the goods.
- In the event of non-compliance, part-compliance and untimely compliance with the aforementioned clauses the client is placed in default and in neglect without the requirement for legal notice of default. In the event of default interest is charged which is equivalent to statutory commercial interest on the invoice sum, calculated from the invoice date.
- In the event of default, including in the circumstances referred to elsewhere in this article, legal and extrajudicial costs in respect of the establishment of loss and liability and obtaining compliance, together with the prevention of limitation of loss as a consequence of events upon which liability rests, the interest on the principal sum and other costs – in addition to the principal sum – become payable immediately. Extrajudicial costs amount to 15% of the principal sum with a minimum of € 500.00, supplemented by advances and taxes due.
- The payments due to be made by the client must be made without deduction, discount or suspension, settlement, compensation, debt offsetting, debt mining, however referred to and for whatever reason. The client therefore expressly waives these rights.
- If HOUSEVITAMIN has accepted an order, the client is obliged – which obligation forms an integral part of the contract – to provide HOUSEVITAMIN with proof of its creditworthiness if requested to do so, either prior to delivery or thereafter, to provide security for the fulfilment of all its obligations. The obligation to provide security stated in this clause also applies to the obligation to pay compensation for loss to HOUSEVITAMIN.
- In the event that the client remains in default of its obligation to provide security, HOUSEVITAMIN is no longer obliged to fulfil its obligations to the client, without prejudice to its right to the payment of funds due to HOUSEVITAMIN arising from the contract and the payment of compensation.
- In the event that the client does not fulfil its obligations due to bankruptcy, payment moratorium, receivership, embargo upon its goods, temporary closure, transfer or liquidation of its business or any significant change to its financial circumstances, HOUSEVITAMIN is entitled to dissolve the contract without the requirement for legal intervention, without prejudice to its further rights to compensation.
- Furthermore, in the event of the circumstances stated in the first clause, HOUSEVITAMIN has the right to suspend the implementation of all current contracts between the parties, whereas under these circumstances all of HOUSEVITAMIN’s outstanding claims become due instantly and immediately.
Article 12 Packaging
The other party is obliged to return loaned packaging, including one-way pallets, empty to HOUSEVITAMIN within 30 days and in undamaged condition. If the other party fails to fulfil its obligations with regard to packaging, all costs resulting from this shall be for its account. These costs include costs resulting from the late return, costs of replacement, repair or cleaning.
Article 13 – Guarantee/service
- In the event that within one year of supply goods demonstrate defects which are due to poor manufacture, construction or installation, those goods shall be repaired or replaced at HOUSEVITAMIN ‘s discretion. HOUSEVITAMIN is in that case not liable for any additional costs incurred by the client of whatever nature.
- If the client has made modifications, carried out repairs or used supplied goods in an abnormal way, HOUSEVITAMIN is not obliged to honour the guarantee.
- In the event that the client wishes to make a claim under this guarantee, it must do so in writing within fourteen days of the date it discovered, or could reasonably have discovered, the defects. The goods must be left in unaltered condition until HOUSEVITAMIN has investigated the claim.
- The client indemnifies HOUSEVITAMIN against all claims by third parties in respect of goods supplied by HOUSEVITAMIN or works undertaken by HOUSEVITAMIN unless it is established legally that those claims are a direct consequence of gross negligence on the part of HOUSEVITAMIN and furthermore that the client demonstrates no blame on its part in this respect.
- The client undertakes to take out appropriate commercial liability insurance in respect of his liability for goods delivered by him to third parties which were wholly or partly manufactured by HOUSEVITAMIN or for which HOUSEVITAMIN supplied materials.
Article 14 Force Majeure
- In the event of force majeure, HOUSEVITAMIN is entitled, at its own discretion, to suspend the implementation of the contract in full or in part for the duration of the circumstances leading to the force majeure situation, or to dissolve the contract without the client having the right to claim compensation.
- Force majeure circumstances include the following: strikes, lockouts, fire, water damage, natural disasters, external calamities, mobilization, war, import or export traffic restrictions, government measures, delays in the supply of raw materials or components, lack of workforce, failure by suppliers and any circumstance which obstructs the normal course of business as a result of which the failure to fulfil the contract by HOUSEVITAMIN cannot reasonably be expected.
- In the event that as a result of force majeure HOUSEVITAMIN is unable to fulfil the order normally, it is entitled to implement the contract at a later date or to declare the contract to be dissolved in full or in part without the requirement for legal intervention.
- In the event of dissolution as defined in article 14.3 the client is obliged to accept the available goods and to pay the l purchase price proportionally. In the event that HOUSEVITAMIN is forced to incur extra costs in order to fulfil the order as a result of force majeure, it is entitled to pass on those extra costs to the client.
- In these cases HOUSEVITAMIN is not obliged to pay compensation of any nature whatsoever.
Article 15 – Applicable law and competent court
- All disputes are resolved amicably. Should this not be possible disputes will be ruled upon by the competent court in Alkmaar. HOUSEVITAMIN is also entitled to submit disputes to another competent court.
- Contracts, general terms & conditions and any further contracts, together disputes arising from them are subject to Dutch law. The Vienna Convention on the International Sale of Goods of 11 April 1980, Trb 1981, 184 is in no way applicable.