For the company Dakshampoo, located at Grote Voort 293A, 8041 BL Zwolle, registered with the Chamber of Commerce in Zwolle under number 58685979
Article 1 - Applicability
1.1 These terms and conditions apply to all offers, quotations, agreements and orders placed.
1.2 The Dutch text of the general terms and conditions is always decisive for their interpretation.
1.3 In these terms and conditions, "purchaser" means any (legal) person who has entered into or wishes to enter into an agreement with the supplier, and in addition to this, his representative(s), which also includes store personnel, authorized representative(s), legal successor(s) and heir(s).
1.4 In these conditions, "consumer" means any natural person who is not acting in the exercise of a profession or business, or the purchaser who occupies a position comparable to a consumer and has concluded an agreement with the supplier. All provisions included in these conditions also apply to the consumer, unless an explicit deviation has been made therefrom.
1.5 Additions to and/or deviations from these terms and conditions shall only apply if agreed in writing between the supplier and the purchaser.
1.6 If the supplier has made a deviation from these conditions with the purchaser in any agreement, the purchaser can never rely on this deviation in subsequent agreements. Deviations from these conditions must always be expressly agreed upon.
1.7 Any reference by the purchaser to its own general terms and conditions is expressly rejected by the supplier.
1.8 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, all other provisions of these general terms and conditions will remain fully applicable. Supplier and purchaser will then enter into mutual consultation in order to agree on new provisions. In doing so, the purpose and scope of the original provisions will be observed as much as possible.
1.9 If a situation arises between the parties that is not covered by these general terms and conditions, the purpose and scope of these general terms and conditions must be taken into account as much as possible when assessing this situation.
Article 2 - Offers, quotations and agreements
2.1 All offers and quotations from the supplier, whether in the form of price lists or otherwise, including verbal offers and quotations and other statements from representatives and/or employees of the supplier, are without obligation and are subject to confirmation in accordance with the provisions of Article 2.4 of these general terms and conditions.
2.2 An offer or quotation will lapse if the product to which the offer or quotation relates is no longer available.
2.3 The Supplier cannot be held to its offers or quotations if the Customer could reasonably understand that the offer, quotation or part thereof contains an obvious error or mistake.
2.4 An agreement will only be concluded after it has been confirmed in writing by the supplier within 8 (eight) days after the customer has placed the order, or if the supplier has commenced execution of the order within 8 (eight) days.
2.5 If the order deviates from the offer included in the offer or quotation, the supplier is not bound by it. The agreement will then not be concluded in accordance with this deviating order, unless the supplier indicates otherwise.
2.6 In the event of delivery in parts, the agreement shall be deemed to have been concluded in its entirety when the first partial delivery takes place.
2.7 Any subsequent agreements, commitments and/or changes to the agreement made by or on behalf of the supplier (via its personnel) to the purchaser shall only be binding if they are confirmed in writing by the supplier within 8 (eight) days, or if the supplier implements them in whole or in part within 8 (eight) days.
2.8 Each agreement is entered into under the condition precedent that the purchaser, at the sole discretion of the supplier, proves to be sufficiently creditworthy for the financial fulfilment of the agreement.
2.9 The Supplier is entitled, upon or after entering into the agreement, and before making further deliveries, to request security from the Purchaser that all payment and other obligations will be met.
2.10 Supplier is authorized, if it deems this desirable or necessary for the correct execution of the order placed, to engage others in the execution of the agreement, the costs of which will be passed on to the purchaser in accordance with the price quotations provided. If possible and/or necessary, supplier will consult with the purchaser about this. If the purchaser is a consumer, these costs will be stated in advance.
2.11 Supplier is entitled to deliver goods cash on delivery.
Article 3-Prices/sales prices
3.1 All prices are exclusive of VAT and ex warehouse, unless expressly agreed otherwise in writing.
3.2 In addition, unless expressly stated otherwise, the following are not included in the price: Special import duties and/or other taxes and levies - Special packaging material and/or packaging - Costs of loading and unloading, transport and insurance
3.3 Prices are based on cost prices, valid at the time of the offer. If these cost prices have increased since the date of the offer due to price increases of raw materials, (auxiliary) materials, parts, transport costs, wages, insurance premiums, tax charges, import duties, exchange rates, etc., the supplier is entitled to pass on this increase in the prices.
3.4 The provisions of the previous paragraph also apply if these cost-increasing factors were foreseeable at the time the agreement was concluded.
3.5 In the event that the price increase of an already concluded agreement amounts to more than 15% of the agreed price, the Purchaser shall have the right to dissolve the agreement without judicial intervention by means of a registered letter, in which case he shall be obliged to compensate the already delivered or performed work pro rata. The provisions of these conditions shall remain fully applicable to that part.
3.6 If the purchaser is a consumer, he or she is entitled to cancel if a price increase occurs in accordance with paragraph 3, unless the price increase occurs three months after the conclusion of the agreement, in which case paragraph 5 applies accordingly.
3.7 The purchaser is obliged to adhere to the (minimum) sales prices set by the supplier for the goods delivered by it, unless the purchaser expressly agrees otherwise with the supplier in writing.
3.8 If the purchaser violates the provisions of the previous paragraph, the supplier is entitled to terminate all (yet to be executed) delivery agreements without judicial intervention and to consider the agreement terminated on the basis of article 7 paragraph 1 sub b, without prejudice to the other provisions of article 7. In addition, all claims of the supplier on the purchaser are immediately due and payable.
Article 4-Delivery/delivery time
4.1 In the event of late delivery, the supplier must be expressly put in default and be granted a final term for delivery.
4.2 The purchaser is obliged to accept the products at the time they are made available to him. If the purchaser refuses to accept the products at the time they are made available to him or is negligent in providing information necessary for the delivery, the supplier is entitled to store the products at the expense and risk of the purchaser.
4.3 The purchaser is obliged to check (the packaging of) the delivered goods immediately upon delivery for any shortages with regard to the number of packages and visible damage, or to carry out this check immediately after the supplier has notified that the goods are at the purchaser's disposal. Any shortages of/to (the packaging of) the delivered goods that appear to be present upon delivery must be noted by the purchaser on the delivery note, the invoice and/or the transport documents, failing which any complaints in this regard will no longer be processed. It is the customer's responsibility to note all damage and shortages found on the carrier's consignment note when signing for receipt of the goods, so that the carrier cannot later rely on the purchaser's signature for complete receipt in good condition in the event of a claim for damages. The supplier's administration is binding in this case.
4.4 The Purchaser is also obliged to check immediately after delivery whether the quality and quantity of the delivered goods correspond with what was agreed and meet the requirements that the parties have agreed in this regard. Any visible defects must be reported to the supplier in accordance with the procedure described in article 9. Any invisible defects must be reported to the supplier in writing immediately, but in any case within 14 (fourteen) days after discovery of these defects. The report must contain a description of the defect that is as detailed as possible, so that the supplier is able to respond adequately. The Purchaser must give the supplier the opportunity to investigate a complaint.
4.5 The purchaser shall not use a product in which he has previously found a defect. The purchaser is obliged to retain a product in which he has found a defect in order to enable the supplier to conduct an investigation. The purchaser's retention obligation ends after the complaint has been fully settled by the supplier.
4.6 Minor deviations in quality, quantity, colours, finish, size, weight, etc. that are considered acceptable in trade or technically unavoidable never give the purchaser the right to refuse any delivery.
4.7 Supplier is entitled to deliver in parts (partial deliveries), which supplier can invoice separately. Purchaser is then obliged to pay in accordance with the provisions of article 12.
4.8 The supplier's delivery obligation is fulfilled once the goods have been offered to the buyer. The receipt signed by the buyer or the person representing the buyer serves as full proof of delivery.
4.9 In the event of non-acceptance by the purchaser, travel expenses, storage and other costs will be borne by the purchaser. After a period of four weeks, the supplier is entitled to (privately) sell these items. The costs of the private sale will be borne by the purchaser, without prejudice to the supplier's right to claim the provisions of article 7.3.
Article 5 - Force Majeure
5.1 In the event of force majeure, including but not limited to: strike, fire, loss of goods during transport, water damage, government measures, damage during shipping or transport, export ban, war, mobilization, import or export restrictions and all other situations that cannot be attributed to the supplier and that prevent performance of the agreement, whether temporarily or otherwise, the supplier shall be entitled, at its discretion, either to extend the delivery time by the duration of this hindrance or to cancel the purchase to the extent that it is affected by the hindrance.
5.2 If the impediment does not last longer than one month, the purchaser is not entitled to cancel. If the impediment lasts longer than one month, the purchaser is entitled to cancel the agreement, provided that this is done by registered letter and that this letter is received by the supplier before delivery of the purchased goods.
5.3 Supplier is entitled to demand payment for the services provided in the execution of the relevant agreement before the circumstance causing force majeure became apparent.
Article 6 - Transfer of ownership
6.1 Until the time at which the purchaser has fulfilled all (payment) obligations, the delivered goods remain the property of the supplier.
6.2 The purchaser is not authorised to transfer the delivered goods to third parties as collateral or as ownership. The purchaser is also not permitted to transfer the delivered goods for use to third parties, unless in the course of his business.
6.3 In the event of resale by the purchaser of items that have not yet been paid for, in whole or in part, the purchaser hereby assigns the claim on its purchaser arising from this resale to the supplier, whereby each transfer will be regarded as (partial) payment.
6.4 Purchaser is obliged to provide supplier with the relevant resale data at supplier's first request, so that supplier can collect the amount owed directly from purchaser of purchaser. The amount paid by this purchaser to supplier will be deducted from the total amount owed by purchaser to supplier.
6.5 In the event of resale, the Purchaser is obliged to make the same retention of title towards its buyer as stated in this article.
6.6 If the purchaser fails to fulfil any obligations towards the supplier under the agreement, fails to fulfil them on time or fails to fulfil them properly, or if another circumstance as referred to in article 7.1 occurs, the supplier is entitled to take back the delivered goods without any notice of default or judicial intervention. The purchaser hereby grants the supplier unconditional and irrevocable permission in advance to enter all places where the supplier's property is located, as well as all other places necessary to take back these products.
6.7 The Purchaser must always do everything that may reasonably be expected of him to safeguard the ownership rights of the Supplier.
6.8 If the supplier has actually taken back the delivered goods, the agreement will be terminated in accordance with the provisions of Article 7.1.
6.9 The Purchaser is obliged to immediately notify the Supplier in writing of the fact that goods delivered under retention of title are seized or if third parties assert rights to what has been delivered by the Supplier, insofar as this is (still) the property of the Supplier, as well as when any circumstance as referred to in Article 7.1 occurs.
Article 7 - Termination/Cancellation of Agreement
7.1 Supplier reserves the right to terminate the agreement(s) with the purchaser immediately and without judicial intervention or to suspend its obligations arising from the agreement, if: Purchaser is declared bankrupt, applies for a suspension of payments, or is placed under administration/curatorship, goes into liquidation or if there is another circumstance as a result of which the purchaser can no longer freely dispose of its assets. Purchaser does not pay invoices (on time), or otherwise fails to fulfil any obligation under this or another agreement concluded between the parties, fails to fulfil it properly or fails to fulfil it on time. Circumstances that have come to the supplier's attention after the conclusion of the agreement give good reason to fear that the purchaser will not fulfil its (payment) obligations.
7.2 In the event of suspension or termination of the agreement as referred to above, all claims on the purchaser shall become immediately due and payable and the supplier shall also be entitled to claim full compensation for damages, lost profits and/or lost interest.
7.3 The item "lost profit" will amount to 25% of the agreed price, unless the supplier provides proof to the contrary.
7.4 The item "lost interest" will be calculated on the basis of the statutory interest applicable at that time.
7.5 If the supplier suspends or terminates the agreement on the basis of the provisions of this article, he is in no way obliged to compensate the purchaser for any damage or costs incurred as a result.
Article 8 - Transport risk/transfer of risk
8.1 All risks of transport or of goods to be delivered or delivered (such as the risk of loss, damage or depreciation) shall rest with the purchaser from the moment the goods leave the supplier's warehouse. This concerns both direct and indirect damage, even if the purchaser demands that the clause that all transport damage is for the account and risk of the sender appears on consignment notes, transport addresses, etc.
8.2 If the purchaser is a consumer and it has been agreed that the goods will be delivered to his home, the risk of the goods to be delivered or delivered will only be transferred upon actual delivery.
8.3 The method of transport, shipment, packaging, etc., if no further instructions have been provided by the purchaser, will be determined by the supplier as a good entrepreneur. Any specific wishes of the purchaser regarding transport and/or shipment will only be carried out if these wishes have been accepted by the supplier and the purchaser has declared that he will bear the additional costs thereof.
Article 9 - Advertising
9.1 Complaints/claims about the delivered goods must be submitted in writing or by e-mail to the supplier's customer service within 8 (eight) days after receipt of the delivered goods by the purchaser.
9.2 Complaints about invoices must be received by the supplier within five days of the dispatch date.
9.3 After the expiry of a period specified in 9.1 or 9.2, the purchaser is deemed to have approved the delivered goods or the invoice, respectively. In that case, complaints will no longer be processed by the supplier.
9.4 Submitting complaints/claims never releases the purchaser from his payment obligations; the provisions of Article 12 remain fully in force.
9.5 For the application of these provisions, each partial delivery shall be considered a separate delivery.
9.6 The Purchaser is not entitled to return items about which he has made a complaint without the written permission of the Supplier.
9.7 If it is determined that a complaint is unfounded, the costs incurred by the supplier as a result, such as investigation costs, will be borne by the customer.
Article 10 - Liability and warranty
10.1 If the supplier is liable, then this liability is limited to what is stated in this provision.
10.2 The warranty on the delivered goods is entirely in accordance with and limited to the warranty provided by the manufacturer of the said goods.
10.3 No warranty is ever provided in the event of breakage.
10.4 If a product that exhibits a design, material or manufacturing defect causes damage to persons or other property for which the supplier is liable, this liability is limited to the invoice amount of the order, or at least to that part of the order to which the liability relates.
10.5 The supplier's liability is in any case always limited to the amount of the payment from its insurer in the event.
10.6 Supplier is only liable for direct damage. Supplier is never liable for indirect damage, including, for example, consequential damage, lost profit and missed savings.
10.7 Supplier shall never be liable for any harmful consequences of the products and services supplied by it, if it appears that the purchaser or user/consumer: has not complied with the instructions for use - has added other products to the product that negate the intended effect of the supplier's product - is allergic to the supplier's product or has an allergic reaction to the product - has not stored the product in the prescribed manner or has used the product for purposes other than those for which it is intended - has not maintained the product properly - has taken the non-consumable product - has used the product after the expiry date - has provided the supplier with incorrect and/or incomplete information and the supplier has assumed this information - has used the product while it was clear to the purchaser that the product had a defect.
10.8 Supplier shall also never be liable for harmful consequences arising from or as a result of circumstances over which Supplier has no influence, including, for example, extreme weather conditions.
10.9 Supplier is not liable for advice on products to be used or other advice, unless there is a separate advice agreement concluded with the customer in which the customer actually provides consideration for the advice work to be carried out by the supplier. Should the supplier be liable for advice services on the basis of this provision, this liability is limited to the invoice amount of the advice services carried out.
10.10 If the purchaser is a consumer, the statutory rules apply to the supplier's liability.
10.11 If damage is due to intent or gross negligence on the part of the supplier, the above limitations regarding the supplier's liability do not apply.
10.12 After the warranty period has expired, all costs for repair or replacement will be charged to the customer.
Article 11 - Returns
11.1 Returns are not permitted without the prior consent of the supplier. If they do occur, all costs associated with the shipment will be borne by the purchaser. In that case, the supplier is free to store the goods at the purchaser's expense and risk (with third parties) or to keep them available to the purchaser himself.
11.2 Returns that have not been accepted do not in any way release the purchaser from his payment obligation.
11.3 With regard to the actual costs associated with returns or costs arising from measures taken by the supplier in response to returns, a specified statement from the supplier is binding on the purchaser, unless proven otherwise.
11.4 The costs and risks of transporting returns are for the account of the purchaser, except in the event that this return occurs as a result of an error by the supplier.
11.5 The right of withdrawal does not apply to B2B business transactions, only for consumers.
11.6 Opened Jerrycans cannot be returned.
Article 12-Payment
12.1 Payment must be made net cash upon delivery or by deposit or transfer to a bank account designated by the supplier within 8 (eight) working days after delivery or invoice date. The value date stated on the supplier's bank statements applies as the date for payment. Online payments are made in collaboration with Intotrust vof.
12.2 If the invoice amount is not received from the purchaser within 8 (eight) days, the purchaser is legally in default. The purchaser is then liable to pay interest on the invoice amount at a rate of 1,5% per month, applicable during the period in which the purchaser is in default, whereby the period is calculated in full months.
12.3 If payment of the invoice has not been received within 8 (eight) working days after the invoice date and if legal measures are then taken against the purchaser to obtain payment, the purchaser is obliged to pay the (extra)judicial collection costs due by the supplier, which are set at a minimum of 15% of the amount to be paid. This with a minimum of € 125,00, without prejudice to any legal costs owed by the purchaser pursuant to a court ruling.
12.4 Payments made by or on behalf of the customer will first be used to settle costs and interest and then the oldest outstanding invoices, even if the customer indicates that the payment applies to a later invoice.
12.5 If the purchaser fails to pay for a partial delivery, the supplier is entitled to suspend the remaining delivery orders still to be executed by the period during which the purchaser leaves a due (partial) invoice unpaid, without prejudice to the supplier's right to definitively terminate deliveries after notice of default and to demand payment of what the supplier is entitled to claim at that time, without prejudice to the supplier's right to compensation in accordance with the provisions of Article 7.2.
12.6 If the customer is a consumer, the statutory rules apply to the payment and collection of the invoice sent by the supplier to the customer.
12.7 Supplier is entitled to demand a down payment from the purchaser before the products to which this down payment relates are delivered.
Article 13 - Portability
13.1 The purchaser is not permitted to transfer its rights and/or obligations arising from the agreement concluded with the supplier.
13.2 Notwithstanding the provisions of paragraph 1, transfer of rights and/or obligations is only possible after the purchaser has informed the supplier thereof and has obtained the supplier's express written consent to do so.
Article 14 - Applicable law and disputes
14.1 Agreements concluded with the supplier are subject to Dutch law, even if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
14.2 With regard to the interpretation of International trade terms, the latest version of the "Incoterms" as compiled by the International Chamber of Commerce in Paris (ICC) applies.
14.3 All disputes between supplier and purchaser arising from agreements shall be settled exclusively by the competent court in Zwolle, unless the subdistrict court established in the Netherlands has jurisdiction in such a dispute.
- Deliveries of Roof Coating - take place on working days within office hours. The delivery time is approximately 5 working days. In case you have not indicated that unloading is allowed when no one is home, and no one is present or there is no delivery possibility, the driver will take the materials back. The materials will be offered again on another day against new freight costs.
- For Belux shipments - the 2nd delivery, or return shipment (refused, undeliverable) will be charged as an additional shipment. Belgium €25,- extra and Luxembourg €35,- extra per shipment.