General terms and conditions
General terms and conditions
of TOP-HOBBY established in Meerkerk.
Seller: the user of the general conditions; Buyer: a counter party which is a natural person and/or who acts in the execution of a company or profession; Agreement: the agreement between seller and buyer; The purchase: the agreement on buying and selling with regard to a moveable good, concluded by a seller acting in the execution of a company or profession, a buyer, natural person.
These conditions apply to every offer. Offer and agreement between seller and buyer to which seller has declared these conditions applicable, for as far as parties have not deviated from these conditions explicitly and in writing.
A. Unless otherwise agreed, the place of delivery, apart from the conditions Freight paid, F.O.B., C.I.F or any other similar or equal condition, will be the place where the goods were loaded into the ship, wagon, car or any other means of transport with destination agreed between buyer and us will be valid. If with regard to the transport nothing has been arranged.
B. Buyer is liable for the clearing and the custom
C. If buyer should refuse the purchase or should have been negligent in giving information or instructions, necessary for the delivery, seller will be entitled to consider the agreement as cancelled with immediate effect or the articles destined for supply will be stored up at buyer’s own risk after seller has posted him up; Buyer will be held liable for all the additional expenses.
D. If seller and buyer agree to delivery, delivery
of the goods will take place free of charge, unless seller has communicated the
stipulated conditions to buyer on the moment of the agreement. In case of
delivery, seller will be entitled to charge the expenses for delivery
E. If it has been agreed, that supply will be
carried out in phases, seller will be entitled to postpone the execution of
these parties which belong to a next phase until buyer will have approved the
results of the preceding phase in writing.
F. If seller should need information from buyer in
the frame of the execution of the agreement, the delivery time will start after
buyer will have communicated these to seller.
G. If seller has indicated a term of delivery, this will be just an indication. An indicated term of delivery will therefore be never a fatal term. The final term of delivery will never surpass the term of delivery indicated with more than a week, unless there is mention of circumstances beyond ones control. In case of surpassing a term, buyer will be obliged to inform seller in writing.
H. Unless otherwise agreed, seller sees to the
transport. The shipping and transport will be at sellers risk.
A. All offers are without obligation, unless otherwise explicitly indicated in writing in the offer.
B. Seller will only be bounded to offers if the
acceptance will take place by buyer, preferably in writing, and within 30 days
and subject to stock unsold. The prices mentioned in the offer, are exclusive
VAT and other levy such as tax, import duties and transport costs, unless
C. Seller cannot be bounded to his offers if,
buyer, within the bounds of reason and socially accepted views, was expected to
understand that the offer or a part of it, was apparently a mistake or slip of
D. If the acceptance (of subordinated points)
deviates from the offer made, seller will not be bounded to it. The agreement
will then be established not in agreement with this deviation, unless seller
E. A composed price indication does not oblige
seller to supply a part of the goods mentioned in the offer at a corresponding
part of the indicated price.
F. Offers do not automatically concern a repeat
5. The agreement will be concluded by acceptance
in time of seller’s offer by buyer.
A. Seller guarantees, that the goods to be supplied meet the usual demands and standards put to them and are free of any defaults whatsoever.
B. The guarantee mentioned under point A. is also
applicable if the goods to be supplied are destined for use abroad and buyer
has made mention of it explicitly to seller on the moment of concluding this
C. The guarantee mentioned under point A, is valid for a period of 3 months after supply.
D. If the goods to be supplied do not meet these guarantees, seller will, within reasonable period after their receipt, or if returning is within bounds of reason not possible anymore, after information in writing regarding this default by buyer, replace, arrange for repair according to seller’s option or credit the product. In case of replacement, buyer will commit himself to return the replaced goods now already and to transfer the property of it to seller, unless the seller has determined otherwise.
E. The guarantee mentioned here, is not valid if the default is a consequence of unprofessional or wrong use, or if, without permission in writing of seller, buyer or third parties have introduced changes into the goods or have tried to introduce changes into the goods or have used it for purposes for which the goods has not been developed.
F. If the supplied goods do not correspond to that
what had been agreed to and this non-conformity appears to be a default in the
sense of the settlement of the conditions of product responsibility, seller
will principally not be held liable for the damage resulting from this.
7. Samples and Models:
If by seller a model or a sample has been shown or supplied to buyer, the case will be considered as settled, unless the submission had to be considered as an indication.
8. Reservation of property:
Seller will remain owner of the goods supplied until the moment that the purchase price will have been paid.
9. Investigation, complaints:
A. Buyer is obliged to investigate or to have investigated the supplied goods on the moment of delivery, however in any case in the shortest possible time. In such a case buyer should investigate whether quality and quantity of the supplied goods correspond to that what has been agreed, or at least meet the quality demands, which are valid in normal trade.
B. Eventual visible defaults ought to be communicated in writing to seller within three days after delivery with simultaneous transfer of the guarantee certificate and the defaulted goods, unless this should not be possible or unreasonable onerous.
C. Buyer is obliged to report to seller an
invisible default within eight days after discovery, however within the
guarantee period at the latest, taking the contents of the last paragraph of
this article in consideration. After expiration of the guarantee period, seller
is entitled to charge buyer for all costs of repair or replacement, inclusive
administration-, transport- and call out fees.
D. If, as a consequence of the contents of the
above paragraph, a complaint will be presented in time, buyer will be obliged
to purchase and payment of the purchased goods. Should buyer decide to return
the defaulted goods, this will take place with prior written permission of
seller and according to procedure indicated by seller.
10. Transfer of risk:
The risk of loss or damage of the products which are the subject of this agreement, will be transferred to buyer on the moment on which these judicially or practically will be delivered to buyer and doing so, into the power of buyer or third party appointed by buyer.
11. Price increase:
A. If seller agrees with buyer to a certain price on the moment of concluding the agreement, seller will still be entitled to increase the price, even if the price was not communicated with reservation
B. If a price increase takes place within three
months after concluding this agreement, buyer is entitled to dissolve this
agreement by means of a written statement, without regard to the percentage of
the increase, unless the power to a price increase results from a competence
given by law.
A. Unless otherwise agreed, payment should take place cash upon delivery. That means payment in advance, creditcard and other available payment methods made by seller.
B. Objections do not postpone the obligation of
payment of the invoices.
C. After expiration of 14 days, buyer will be
legally in delay, and will be obliged to pay over the demandable amount an
interest of 1,5% per month, unless the legal interest is higher, in which case
the legal interest will be applicable.
D. In case of bankruptcy, suspension of payment or
legal restraint and the demands or seller and the obligations of buyer towards
seller will be immediately demandable.
E. Seller is entitled to have the payments,
effected by buyer, in the first place tend to be deducted from the expenses,
after that to be deducted from the amount of interest, and finally to deduct
from the capital sum and the running interest. Seller can, without getting into
delay, refuse an offer for payment, if buyer indicates another sequence for the
allocation. Seller can refuse a complete redemption of the capital sum if
running interest and expenses are not being redeemed as well.
13 Collection expenses:
A. If the buyer is in delay or in default complying with one or more of his obligations, all reasonable expenses for obtaining payment extra judicially will be for account of buyer. In any case, buyer will be obliged to pay, in case of a claim, collection expenses. The collection expenses will be charged in accordance with the collection rate as advised by the Dutch Order of Lawyers in collection affairs.
B. If seller proves to have made higher expenses,
which, within the bounds of reason were necessary, these also will be taken
into consideration for indemnification.
A. The buyer safeguards seller against claims from third parties with regard to the rights of intellectual property on materials and data supplied by buyer, which are being used for the execution of the agreement.
B. If buyer puts information carriers, electronic
files or software to the disposal of seller, latter guarantees, that these
information carriers, electronic files or software are free of defects.
15. Intellectual property and copyrights:
A. Without prejudice to the rest of these general conditions, seller will reserve the rights and powers, which will come to seller by virtue of the copyright law.
B. It will not be permitted to buyer to introduce
changes into the goods, unless from the nature of the supplied material results
differently or otherwise has been agreed to.
Designs, drafts, drawings, films, software and other materials or
electronic files, eventually produced by seller within the frame of the
agreement remain seller’s property, regardless whether these have been put at buyer’s or third parties’ disposal, unless otherwise agreed.
D. All documents eventually produced by seller
like designs, drafts, drawings, films, software, files etc. are exclusively
destined to be used by buyer and may not be multiplied, published or put at
knowledge of third parties, without prior written permission of seller, unless
otherwise should result from the nature of the documents.
E. Seller reserves the right to use the increased
know-how by virtue of the execution of the activities for other purposes, as
far as no confidential information is being brought to knowledge of third
A. If the goods supplied by seller, are deficient, seller’s liability towards buyer will be limited to the contents of these warranties as mentioned under 6.
B. If the producer of a defaulted good is held
liable for the damage resulting from this, seller’s responsibility will be limited to replacement or
repair of the goods in question, or to refund the purchase price.
C. Without prejudice to the contents of above
mentioned paragraph, seller will not be held liable if the damage can be
attributed to malicious intent / or serious fault and / or culpable acting or
unprofessional or improper use by buyer.
D. The limitations of the liability for direct
damage laid down in these conditions are not applicable, if the damage can be
attributed to malicious intent or serious fault of seller or of one of his
17. Circumstances beyond one`s control:
A. Parties are not obliged to fulfill any obligation, if they are being impeded as a consequence of circumstances which cannot be attributed to culpable acting, nor will be considered as their responsibility by virtue of the law, a legal act or generally in trade accepted views.
C. Seller has also the right to appeal to Circumstances
beyond one’s control,
if the circumstance, which impedes further compliance, takes place after seller
should have complied with his obligation.
D. Parties can postpone obligations resulting from
the agreement during period that the Circumstances beyond one’s control are taking place. If this period will
last longer than two months, each of parties is entitled to dissolve the
agreement without obligation to indemnification of damage to the other party.
E. As far as seller, in the meanwhile, has
partially complied with his obligations resulting from this agreement on the
moment of entering the Circumstances beyond one’s control or will be able to comply with them and
independent value will be attached to the complied part or part to comply with,
seller will be entitled to invoice separately the part already complied or
still to comply with. Buyer is obliged to settle this invoice as separate
18 Disputes: The Dutch judge in seller’s place of business is exclusively entitled to
take notice of disputes unless the Dutch county court is competent.
Nevertheless, seller has the right of submit the dispute to a Dutch judge
qualified by Dutch law.
19 Applicable right: Dutch
right is applicable to every agreement between seller and buyer.
20 Adaptations and location of conditions: These conditions have been deposited at the office
of the Chamber of Commerce in Tiel, Depot no. 3012.
The last deposited version or the version applicable at the time of conclusion of the agreement will always be applicable.
Sending e-mails: The buyer
agreed with sending e-mails for advertising proposal. This agreement can be
retracted at any moment.