General conditions for sale and delivery of Semaphore Signs B.V.
Registered office at Bakkershaven 13 in Schiedam
In these general terms and conditions, “Seller” means Semaphore Signs B.V., established in Schiedam ,.
In these general terms and conditions, the term “Buyer” means the Seller’s counterparty.
These terms and conditions apply to all agreements to be concluded by the Seller with its Buyer and the resulting obligations, to the exclusion of other terms and conditions that may be declared applicable by the Buyer.
It is only possible to deviate from these general conditions if this has been agreed and confirmed in writing by the Seller.
All offers from the Seller are without obligation.
With compound quotations there is no obligation to deliver a part at a corresponding part of the price quoted for the whole.
In connection with the printing or printing process, the normal and / or usual tolerances apply to all goods offered, in addition to what is stated in the documentation. In particular, express reservations are made with regard to nuances in the specified color, weight and format of goods. Slight deviations from the illustrations and / or descriptions in the documentation are therefore reserved. Such deviations never release the Buyer from his obligations under the agreement.
Changes in cost prices of materials and / or raw materials, wages, exchange rates or other changes which increase costs for the Seller and which relate to the agreement give the Seller the right to pass these on. In the event that this occurs within 2 months after the conclusion of the agreement, the Buyer has the right to cancel the agreement subject to payment of the part of the agreement that has already been executed.
Unless explicitly confirmed by the Seller, quoted prices are always exclusive of freight costs, import duties and excise duties, customs formalities and other additional costs.
An order is binding on the Buyer. The seller is first bound by sending an order confirmation. If the Buyer has not made his objections known to the Seller within 3 days after the order confirmation has been sent, the order confirmation is deemed to represent the agreement correctly and completely.
Any changes in the execution thereof still desired by the Buyer after the order has been issued must be made known by the Buyer to the Seller in time and in writing. Seller will confirm and implement changes, if practicable, in writing with the right to charge the additional price.
If the Buyer cancels the order in whole or in part, he is obliged to reimburse the Buyer for all costs reasonably incurred with a view to the execution of this order.
Every partial delivery, which also includes the delivery of parts of a compound order, can be invoiced, in which case that partial delivery will be considered as an isolated transaction. In such a case, payment must be made in accordance with the provisions of the “payment” chapter.
Delay or delay is not for the account of the Seller, unless caused by its fault, all this without prejudice to the provisions of Chapter 5.
The goods to be delivered by the Seller always travel for the account and risk of the Buyer.
The Buyer must check these in the presence of the carrier upon receipt of goods.
In the absence of a receipt with comments, the Buyer implicitly acknowledges that the packaging was in good condition.
All delivery times are always approximate by the Seller and are not binding. The delivery period starts as soon as the order confirmation has been sent and moreover, in the opinion of the Seller, any necessary information has been received by the Seller. Exceeding the specified delivery time will never release the Purchaser from its obligations under the agreement and will not give the Purchaser the right to claim dissolution of the agreement and / or compensation.
Goods wrongly returned to the Seller remain available and at the risk of the Buyer; any transport and / or storage costs are for his account.
The Seller is entitled to outsource the assignment or parts thereof to a third party that is not employed by it without notice or consultation with the Buyer
If the Seller has goods from the Buyer in its possession, it is entitled to retain those goods until all costs incurred by the Seller in carrying out orders from the same Buyer, regardless of whether these orders relate to the aforementioned or other goods of the Buyer, have been paid in full by the Buyer, unless the Buyer has provided sufficient security for those costs. The Seller also has the right to retention in the event that the Buyer is in a state of bankruptcy.
Delivery time exceeded
The periods agreed with the Seller can always be regarded by the Buyer as approximate and never as strict deadlines.
Disruptions in the company as a result of force majeure (as such will include: war, mobilization, riots, flooding, strikes, governmental measures, and other unforeseen circumstances, also in the country of origin of the materials, which disturb normal business operations and execution) delaying a contract or making it reasonably impossible) release the Seller from the fulfillment of the agreed term or from the obligation to execute, without the Buyer being able to assert any right to compensation for costs, damage or interest.
In the event of force majeure, the Seller will immediately inform the Buyer thereof. The buyer has the right to cancel the order for eight days after receiving the notification, but with the obligation to compensate the seller for the part of the order that has already been carried out.
All additional costs associated with the assignment caused by the force majeure will be borne by the Buyer.
Guarantees and complaints
The seller does not provide a guarantee for products supplied by it, unless this is recorded in writing. This guarantee expires if the Buyer makes changes himself or has them made to the delivered products or has been used improperly, or if, in the opinion of the Seller, the products have been treated improperly.
The guarantee also becomes void if a defect has occurred in the delivered products due to circumstances outside the control of the Seller, such as extreme wind, precipitation and temperature.
The seller is not liable for printing, writing and / or counting errors and / or uncertainties in quotations or order confirmations, nor for the consequences thereof. In the event of a difference in the interpretation of quotations or order confirmations, the Seller’s explanation will be binding.
Defects in part of the delivered goods do not give the right to reject the entire delivered performance.
Any complaints about defects of the goods must be reported in writing to the Seller within eight days after receipt.
Defects that could not reasonably have been detected within the period stated in the previous article must be reported to the Seller immediately after discovery, but no later than within 60 days after receipt of the goods, while the working or processing of the goods must be done without delay. be discontinued.
Buyer will provide all cooperation desired by Seller for investigation of the complaint.
If the Seller considers that a defect in the delivered goods has been demonstrated, he will have the choice either to re-deliver the goods that were not found to be sound or free of charge, or to grant the Buyer a discount on the selling price to be determined after mutual consultation. In the first-mentioned case, the Buyer will return the goods found to be defective to the seller at the request of the Seller
The seller does not accept any responsibility for defects caused by or arising from the delivered goods due to fault or fault of the Buyer or third parties, or for external causes.
The Seller does not have more obligations than arising from this chapter; in particular, the Seller will in no case be liable for direct or indirect business damage that might arise from non-delivery, late delivery, incorrect delivery or a defect in the delivered goods.
Except in cases of intent or gross negligence, to be proved by the Buyer, the Seller bears no liability whatsoever for any damage, by whatever name and by whatever cause, insofar as this damage is the amount of the work to be performed by the Seller, or a proportional part of that.
If an order for the delivery or for the execution of work is issued for the account of two or more natural or legal persons, these persons are each jointly and severally liable for the full compliance with the ad hoc obligation ensuing from the agreement.
By giving an order to manufacture / assemble, reproduce or multiply objects protected by copyright or any industrial property right, the Buyer declares that no infringement of the copyright or industrial property rights of third parties is made and indemnifies the Seller in and out of court all consequences, both financial and other, arising from manufacture / assembly, reproduction or multiplication.
The Seller is not liable for inaccuracies in the declaration of freight, rights and expenses by third parties to the Seller.
Nor is the Seller liable if incorrect freight, costs and rights are charged. Claims and additional claims that arise on that account are for the account of the client.
In the event of late and / or incomplete delivery of data by the Buyer, the Seller accepts no liability for timely and complete processing of the data, nor for the consequences thereof for the Buyer.
Nor does the Seller accept any liability for errors or imperfections as a result of the Buyer providing incorrect data, or as a result of the non-processing of data that has not been explicitly communicated or handed over to the Seller.
Retention of title
The ownership of the goods to be delivered will, notwithstanding the actual delivery, only pass to the Buyer as soon as he has paid the Seller everything that he owes the Seller for whatever reason.
The Seller is at all times entitled to remove the delivered goods from the Buyer or its holders, if the Buyer fails to fulfill his obligations towards the Seller. The Client must cooperate in this regard on pain of a fine of € 500 for each day that it fails.
If the execution of an assignment extends over a period longer than a month or if the amount involved in the assignment is, in the opinion of the Seller, eligible, he may demand payment or advance payment, or payment in installments. The seller is entitled, regardless of the agreed payment condition, to require sufficient security for payment in advance or to demand this during the execution of an order.
All payments must be made within 14 days after the invoice date, net cash without any deduction in the usual Dutch currency.
If a loan is approved for longer than 14 days after the invoice date or if it is taken incorrectly, the Buyer will owe interest on the invoice amount to 1% per month or part of a month, starting on the due date of the invoice amount.
All costs that the Seller must incur to enforce its rights are for the account of the Buyer. These costs amount to at least 15% of the amount involved with a minimum of € 100.
A dispute is present as soon as a party declares that this is the case.
Dutch law is exclusively applicable to all agreements and transactions of the Seller
All disputes, by whatever name, will be subject to the judgment of the competent Dutch court, to the exclusion of all other arbitrating, advisory and judicial bodies.
The Dutch text of these general terms and conditions prevails over translations thereof.
These general terms and conditions have been filed with the Chamber of Commerce of Rotterdam. The most recently filed version or the version that applied at the time of the conclusion of the agreement with the Buyer always applies.
In all cases not covered by these general terms and conditions, the decision rests solely with the Seller.