Article 1 - Definitions
In these general delivery terms the following terms have the following meaning:
We or Us
The entity that makes products available via the website or provides information about them or with whom the customer has entered into an agreement regarding these products, namely AVLlabels or its legal successor (s);
The natural or legal person with whom we conclude or want to conclude the agreement, or for whom we make an offer or perform a supply or performance, as well as its legal successor (s).
Each party to the agreement;
Our websites where the customer can order certain products: www.thermische-printkoppen.nl, thermo-printkoppen.nl, thermalhead.nl, thermalheads.nl, thermalprinthead.nl, thermalprintsheads.nl, TPhholland.nl.
Any item offered, delivered or delivered by us on the basis of the agreement or on the basis of traffic conceptions as equivalent product.
Any work to be carried out by us on the basis of the agreement as well as all materials and results produced thereby intended for the customer.
Electronic document in which a further specification of the product is included and / or with which an order is placed for the product or with which the product is reserved or ordered.
These general conditions.
The agreement between us and the customer that consists of a confirmation by e-mail and / or any other provision or statement declared valid in accordance with the legal relationship between the parties.
Article 2 - Applicability
All our offers - including price quotations, brochures and price lists and other information on the website - are without obligation, indicative and count as an invitation to make an offer.
Changes and additions to any provision in an agreement and / or the conditions are only valid if they are agreed in writing and / or electronically and can only be proven with them.
Article 3 - Establishment Agreement
Orders placed via the website, by e-mail or by fax, by telephone or by letter are deemed to have been placed by the customer and are binding.
Every agreement is entered into under the suspensive condition of sufficient availability of the products and / or services concerned.
The agreement is established by our confirmation of the order of the customer, or by our commencement of the execution of the order. Confirmation can take place electronically (for example via the website, by e-mail or by SMS or similar technologies) or, if this has been agreed, in writing (by fax or letter). The order confirmation is deemed to accurately and completely reflect the agreement.
Any communication between us and the customer can take place electronically, except to the extent that the agreement and / or the conditions and / or the law deviate from this. Electronic communication is deemed to have been received on the day of dispatch and the version of the communication in question that we store is valid as proof of the communication and the time of sending thereof, subject to proof by the customer. If the communication has not been received as a result of delivery and / or accessibility problems relating to the customer's email box, this is at the risk of the customer.
We have the right to attach conditions to the execution of an order, such as requesting a down payment or advance payment, or other security, and can refuse an order from the customer without stating reasons.
Article 4 - Delivery and Delivery periods
We will deliver the goods of each sales agreement to the customer from our warehouse. Irrespective of the stipulated article 11, the goods are at the expense and risk of the customer as from delivery. We are authorized to deliver in parts. Each partial delivery can be regarded as an independent delivery. Parties make separate agreements about the costs of partial deliveries. The Buyer undertakes to ensure that someone is present at the time of the (partial) delivery of the order to receive the goods. If products do not turn out to be deliverable, the costs that may result from this, namely extra shipping costs, administration costs and / or storage costs, may be charged to the customer. Articles 10.4 and 10.8 apply to the payment of these costs.
Unless expressly agreed otherwise, we will send the goods to us in the manner that we deem favorable with the forwarders to be chosen by us at the expense and risk of the customer, even if the transport may be done by us and / or on our behalf.
If the customer requests that the delivery of goods be effected in a manner other than usual, we may charge the buyer for the associated costs.
If there is a need for the customer to cooperate in the execution of the agreement, the customer will always provide us with all useful and necessary data or information in time and furthermore provide all other desired cooperation. If for the execution of an agreement the necessary data, equipment and / or materials are not, not in time or not in accordance with the agreements at our disposal or if the customer does not fulfill his obligations in other manner, we have the right to suspend the agreement and the right to charge extra costs according to the usual rates.
All (delivery) terms mentioned by us are given by approximation and are determined on the basis of data and circumstances known to us when entering into the agreement. Specified delivery times are never deadlines. If a change in the data and / or circumstances, irrespective of its foreseeability, results in a delay, the delivery date shall accordingly be removed, without prejudice to the provisions in the conditions concerning force majeure.
Exceeding the delivery times specified by us, for whatever reason, never entitles the customer to compensation or non-fulfillment of any obligation on the part of the relevant agreement or a related agreement.
Cancellation of orders is only possible after our written or electronic confirmation of this cancellation. In case of cancellation we have the right to charge 25% of the agreed price of the products / services; this does not affect our right to claim damages (for example, lost profit).
Cancellation of agreements to manufacture goods to be produced, which do not come from our stock, as well as cancellation of agreements to manufacture periodic deliveries [by which we create a stock for the buyer, compare article 9] is not possible.
Article 5 - Complaints
The customer is obliged, after the customer has ensured that the delivered product is the right one, to inspect the products immediately after delivery for defects. The customer must take into account the usual clearances and small changes in the goods delivered by us, in the form of the data, sizes, color fastness and suchlike that we have included in our agreement. More specifically, this applies to deviations from the contracted quantity, here too the customer must take into account usual clearances. The goods delivered by us may therefore deviate from the description in the order if and insofar as small differences in size are involved, changes in quantity and subordinates.All complaints must be submitted in writing within eight days of delivery, stating the nature and the basis of the defects and referring to the number of the invoice or, in the absence thereof, of the shipping note or order confirmation. After the expiry of this period, the customer is deemed to have approved the delivered goods.
An advertising does not suspend payment obligations.
Minor deviations in the quality of the delivered products, which are technically unavoidable or generally permitted in trade, can not constitute grounds for complaint or dissolution of the agreement.
Only products that are complete, in unopened and undamaged condition and in their original packaging, without (printed) adhesive tape and without written text on the packaging, can be returned. Customer is responsible for the products that are returned. Except in the case of a clear error by us, the costs for return shipment are at the expense of the customer and we have the right to charge a fee for treatment of the returned products.
Exclusion of advertising is in any case possible for products:
which have been created by the entrepreneur in accordance with the specifications of the customer;
that are clearly personal in nature;
which can not be returned due to their nature;
that can spoil or age quickly;
the price of which is subject to fluctuations in the financial market on which we have no influence;
computer software, including licenses and license contracts made in the name of the customer or its customers.
Exclusion is also possible if:
The buyer gives us / insufficient cooperation with regard to an investigation into the merits of the complaints.
The buyer has not correctly prepared, handled, used, stored or maintained the goods or he has used or handled the items under circumstances or for purposes other than those provided by us;
The application of the use of the goods with regard to which the complaints were expressed by the buyer will be continued;
the warranty period mentioned in the individual agreement has expired or, if such a period is missing, the complaints are first expressed after a period of more than 12 months since the delivery period has expired.
In disputes concerning the quality of the goods delivered by us, a well-known office known by us will make a binding decision.
Article 6 - Content and amendment agreement
The Buyer bears the risk of misunderstandings with regard to the content and performance of the agreement if these are caused by specifications that are not, not correctly, not timely or incompletely received, or other announcements that have been given orally or by a person designated by the customer for that purpose. or have been transmitted by any technical means such as telephone, e-mail, fax and similar transmission media.
Article 7 - Long-term contracts, stocks
An agreement for the manufacture of products to be supplied periodically shall apply for an indefinite period of time if it has not been expressly agreed otherwise in writing and can only be terminated by giving notice with due observance of a notice period. This notice period is one year if the products to be supplied periodically are purchased four times a year or more and 6 months if the products to be supplied periodically are purchased less frequently.
Items to be delivered periodically as referred to in paragraph 1 of this article are products that are kept in stock and supplied regularly.
An agreement as referred to in this article can only be canceled by means of a letter sent by registered letter or with acknowledgment of receipt.
The provisions in this article can only be deviated from by written agreement.
Article 8 - Intellectual property rights
The Buyer guarantees us that by the fulfillment of the agreement and in particular by the multiplication or disclosure of the items received from the customer such as copy, design, models, drawings, photographic recordings, information carriers, computer software, data files, etc. no infringement made on rights that third parties may assert under the Dutch Copyright Act 1912 or other national, supranational or international regulations in the field of copyright or industrial property law (including trademark law) or the law relating to the unlawful act. The customer indemnifies us both in and out of court for all claims that third parties can enforce under the aforementioned laws or regulations.
If reasonable doubt arises or continues to exist regarding the correctness of the rights claimed by third parties as referred to in paragraph 1 of this article, we are authorized, but not obliged, to suspend the fulfillment of the agreement until such time as irrevocably fixed in court. to state that we do not violate these rights by the fulfillment of the agreement. After that, we will still execute the order within a reasonable period.
Unless expressly agreed otherwise in writing, we always remain the copyright owner that can arise on the works we have made in the fulfillment of the agreement such as copy, design drawings, models, work and detail drawings, information carriers, computer software, data files, photographic recordings. and similar production and auxiliary materials, even if the activities in question are listed as separate items in the offer or on the invoice.
The items to be delivered or delivered by us in accordance with our design, such as copy, design, design drawings, models, work and detail drawings, information carriers, computer software, data files, photographic recordings and similar production and auxiliary materials, as well as a design belonging to the essence of that design. part thereof, may not, even if or insofar as the design does not include copyright or other legal protection for us, be reproduced in the framework of any production process without our written consent.
After our delivery, the customer acquires the non-exclusive right to use the works produced by us within the framework of the agreement within the meaning of the Copyright Act 1912 or works within the meaning of paragraph 4 of this article. The right of use referred to in the previous sentence is limited to the right of normal use of the delivered goods and in particular does not include the use to multiply these items in the context of any production process.
Article 9 - Warranty
The warranty with regard to the products supplied by us is limited, both in terms of content and duration, to the warranty granted by the manufacturer.
Customer is only entitled to warranty against us if and insofar as we still have a guarantee from our supplier or the manufacturer.
Any warranty obligation lapses if the customer himself carries out or has made changes or repairs to the delivered good, or in case of damage (s) that is not the result of normal use.
Article 10 - Prices and payment
The customer pays for the products and / or services ordered by the customer the price stated in the agreement. Payment will take place on the manner indicated by us on the website, the form or the invoice, without prejudice to the provisions of article 12.7.
Prices are in euros, excluding VAT, other government levies and shipping costs. The prices stated on the website and in advertising can be changed without prior notice.
The price stated on the form and / or on the order confirmation is binding, unless there are circumstances between the time of order and the time of delivery that increase the cost price of the ordered products and / or services. In that case we are entitled to increase the prices accordingly. Such a price increase entitles the customer to dissolve the agreement. If no price has been agreed between the parties, but in one year prior to the agreement the parties have concluded one or more agreements with an identical or virtually identical content, the price will be calculated on the basis of the production methods used and the calculation rates used.
If the customer has opted for payment against an invoice and we offer this option, the customer must pay within 14 days after receipt of the invoice, unless another invoice is stated on the invoice. Bills sent by mail are deemed to have been received within 2 days after postmark by buyers in the Benelux and within 5 days after postmark for buyers in other countries, unless the contrary is proven by the recipient.
Complaints about invoices must be submitted in writing or electronically within a period of 8 working days after the invoice date. After the expiry of this period, the customer is deemed to have approved the invoice.
Unless expressly agreed otherwise in writing, payment will take place without set-off or suspension for whatever reason.
All that the customer pays first and foremost is to settle the interest and / or (collection) costs due and then to pay the oldest outstanding invoices.
In the event of late payment, we have the right: (1) without the need for a notice of default or notice, to charge the statutory commercial interest on the full amount due from the date on which payment should have been made to the date on which the due received by us, plus a surcharge of 1% on a monthly basis, a part of a month for a whole and (2) after a notice of default transfer the claim for collection to a third party. The Purchaser will reimburse all costs that we and this third party have to incur to collect the due, including costs of legal assistance, legal costs and extrajudicial costs, with a minimum of € 200, - including VAT, or if this is higher, a minimum of 15% of the outstanding sum. A notice of default may be sent electronically if the customer has opted for electronic payment or payment has taken place after receipt of an electronic order confirmation.
Article 11 - Retention of title
All goods delivered to the customer remain our property until all amounts owed to us by the customer have been paid, including any interest and collection costs due.
The customer is obliged to keep the delivered products of which the property belongs to us separately stored or otherwise stored in an individualized manner.
Article 12 - Liability and indemnity
We shall never be liable for any indirect damage of the buyer or third parties, including consequential damage, loss of turnover and profit, loss of data and immaterial damage, related to or arising from the agreement or the use by the customer of the products and / or services. .
Without prejudice to the provisions in the agreement, our liability for direct damage to the customer, for whatever reason, per event (in which a coherent series of events counts as one event) is limited to the actual amount of the contract that the customer has paid to us exclusively. VAT.
With due observance of the provisions of article 5, the customer indemnifies us against all claims from third parties, for whatever reason, with regard to compensation of damage, costs or current interest payments, related to the agreement, products and / or services.
Possible claims must be submitted to us by the customer within 8 working days after delivery of the products, failing which all claims on that account have expired.
Articles 14.1 and 14.2 do not apply if and insofar as the relevant damage is caused by intent or deliberate recklessness by us or by our contractors or our employees.
Article 13 - Absenteeism and dissolution
The Buyer is deemed to be legally in default and the (remaining) debt will be immediately due in case:
the customer does not fulfill or does not timely fulfill any obligation of the agreement, in particular the payment;
we have good grounds to fear that the customer will fail in the performance and does not comply with a written warning stating the grounds to declare himself willing to comply with his obligations within a reasonable period set by that reminder;
the buyer applies for its own bankruptcy, is declared bankrupt, transfers its assets, submits a request for suspension of payment, or seizes all or part of its assets and this is not remedied within 10 days after the attachment;
the customer passes or decides to cease or transfer his business or an important part thereof, including the contribution of his company to an existing or existing company, or passes or decides to change the objective of his business or to dissolve ;
the customer is a natural person and dies.
We are entitled in the cases mentioned in Article 15.1 without any obligation to pay damages and without prejudice to the rights accruing to us, such as rights in respect of costs or interest already due and the right to compensation, and without the need for notice of default or judicial intervention for this purpose:
to dissolve the agreement in whole or in part by a written notice to the customer and / or;
to immediately claim all amounts owed to us by the customer and / or;
to invoke the retention of title based on Article 13.
Article 14 - Force majeure
A party is not obliged to fulfill one or more obligations, other than obligations to pay money, if it is prevented from doing so as a result of force majeure. As soon as it is clear that the force majeure situation will last longer than three (3) months, the other party has the right to dissolve this agreement, without being liable for damages.
Force majeure to comply with our obligations applies any strange cause, which can not be attributed to us and which prevents the fulfillment of the agreement, or severely impedes or makes it objectionable, that this fulfillment can not reasonably be expected from us. . Force majeure also means a non-attributable shortcoming of engaged third parties or suppliers, as well as any situation where the party concerned can not actually exercise (decisive) control.
Article 15 - Applicable law and competent court
Dutch law applies to our offers and to these terms and conditions and the agreement. The applicability of the Vienna Sales Convention 1980 (CISG) is explicitly excluded.
Insofar national or international legal rules do not forcefully prescribe otherwise, all disputes between parties will be submitted to the competent court in 's-Hertogenbosch.
Article 16 - Various provisions
The provisions in these terms and conditions and the agreement jointly determine the legal relationship between the parties, replace all previously made agreements or statements concerning the subject of the agreement.
We may determine when and how we engage third parties in the execution of the agreement.
We may transfer rights and obligations from the agreement to third parties and we will inform the customer about this. If the transfer of obligations to a third party is not reasonably acceptable to the customer, he has the right to cancel the agreement within 5 days after receipt of the notification.
Should any provision in these terms and conditions be null and void or otherwise unenforceable, then only the provision in question will be considered as not written and the parties will replace it with one or more provisions that are as close as possible to the conflicting stipulation and will, moreover, apply these general terms and conditions. conditions remain in full force.