GENERAL TERMS AND CONDITIONS OF CALIBER EUROPE B.V.
Registered at the Arrondissementsrechtbank te ‘s Hertogenbosch at July 19 2001, under depotnumber 76/2001.
Article 1 – Definitions
In these general terms and conditions and the agreements to which they have been declared to apply, the following terms have the following meanings:
1.1 Vendor: the (legal) person that declares these general terms and conditions to be applicable in the framework of a quotation to or Agreement with Purchaser.
1.2 Purchaser: the other party to Vendor that has accepted the validity of these general terms and conditions in writing or otherwise.
1.3 Agreement: the agreement between Vendor and Purchaser.
Article 2 – General
These terms and conditions are applicable to all offers and all agreements relating to deliveries of Vendor’s goods and/or services, unless expressly agreed otherwise in writing.
Article 3 – Coming into Being of the Agreement
3.1 The Agreement comes into being only by the written acceptance or confirmation by Vendor of an order from Purchaser within five working days of receipt of an order or by the actual performance of the order in question by Vendor.
3.2 Regarding activities for which no quotation or order con¬firmation is sent owing to their nature and extent, the invoice also counts as order confirmation.
3.3 Every Agreement is entered into on the suspensive condition of Purchaser’s creditworthiness.
Article 4 – Offers
4.1 All offers from Vendor are without engagement and based on delivery/performance under normal circumstances and during normal daily working hours.
4.2 All offers have a period of validity of not more than 1 month, unless agreed otherwise in writing.
4.3 Details specified in price lists, catalogues, illustrations, drawings, dimensions, weights and other (technical) information are not binding.
Article 5 – Industrial and Intellectual Property
5.1 The Purchaser is not permitted to publicise, copy, imitate, bring to the notice of third parties details as specified in the previous article and to sell, rent out, alienate, transfer as security or relinquish to third parties as security or modify (the usufruct of) such details. The title of all rights of industrial and intellectual property relating to the products remains with the Vendor.
5.2 The Purchaser is not permitted to delete or modify any indication concerning copyrights, trademarks, trade names, patents or other rights deriving from the goods delivered.
Article 6 – Prices
6.1 The prices stated are without engagement and exclusive of value added tax and all other taxes, dues, import duties, etc. due at home and/or abroad, which are for the account of Purchaser, unless expressly agreed otherwise. The prices stated apply to delivery ex factory/warehouse.
6.2 Price-increasing factors that occur after the date of an offer made by Vendor, such as exchange rates, wages, insurance premiums, fiscal charges, etc. are for the risk of the Purchaser.
6.3 The stated prices are inclusive of a discount of 5%. As a consequence of this discount, Purchaser may not have recourse to Vendor’s warranty obligation pursuant to Article 10.
6.4 The above discount is applicable only to agreements concluded with Purchasers that are resident or have their re-gistered office outside the Benelux countries. Purchasers that are resident or have their registered office within the Benelux countries may derive no rights from that provided for in Article 6.3.
Article 7 – Payment
7.1 Payment shall be effected upon delivery unless expressly agreed otherwise in writing and/or, as the occasion arises, stated on the Vendor’s invoice. Payment is deemed to have been effected when the full amount owed has been credited to the bank or giro account to be nominated by Vendor and shall be effected without any deduction or set-off. In the event of the agreed payment period being exceeded, Purchaser is deemed to be legally in default and is liable without any notice of default to pay interest on the outstanding amount from the date on which the claim falls due at a percentage of 1% per month or, if this is higher, a percentage equal to the legal interest, plus all expenses resulting from the failure by the Purchaser to pay (on time), including both legal and non-legal collection costs.
7.2 The non-legal collection costs are 15% of the amount owed, with a minimum of N 450,-.
7.3 Vendor is entitled to demand security that in its view is satisfactory for the fulfilment of the Purchaser’s obligations if Vendor has good grounds for fearing that the Purchaser will fail to fulfil its obligations.
7.4 Invoices are deemed to have been accepted and approved by Purchaser if Vendor has not received any objection to them within eight days of invoice date by means of a registered letter.
Article 8 – Delivery
8.1 Stated delivery times shall always be regarded as approximate. Delivery shall be ex factory/warehouse unless expressly agreed otherwise in writing.
8.2 The goods delivered are for risk of Purchaser from the moment of delivery or from the moment of refusal to take delivery.
8.3 Failure to meet the delivery date does not entitle Pur¬chaser to refuse the goods nor to receive compensation nor to terminate the agreement in full or in part.
8.4 The transport of goods is for the account and risk of Purchaser, unless expressly agreed otherwise in writing. Vendor has full discretion in the choice of transport. Vendor is entitled to deliver in instalments and to invoice part deliveries.
Article 9 – Complaints
9.1 Complaints relating to visible defects and flaws shall be made in writing within eight days of delivery and complaints relating to concealed defects shall be made in writing to the Vendor within eight days of the moment when such a defect could reasonably have been discovered, though in any event within the warranty period as referred to in Article 10, failing which the deliveries/activities shall be deemed to have been accepted by Purchaser and any dispute with regard thereto shall no longer be possible.
9.2 In the event of any complaint, Purchaser shall return the goods in question, for its account and risk, without delay to the Vendor, this on penalty of loss of the right to complain.
9.3 If and insofar as a complaint is found to be justified by Vendor, Vendor is only obliged, at its discretion: to reimburse the purchase price or to repair or (re-)deliver a good-quality product, which (re-)delivery shall take place on the conditions referred to in Article 7 and such (re-)delivery shall not be considered to be a late delivery, without Purchaser in addition being able to assert any right to any compensation whatsoever. Complaints are not accepted if the defects do not prevent or fundamentally hinder the use of the delivered goods.
9.4 Making a complaint does not relieve Purchaser of its payment obligations vis-à-vis Vendor.
Article 10 – Warranty
10.1 The good quality of the supplied goods and/or activities shall be guaranteed by Vendor for the period equal to that which is granted by the manufacturer for the supplied products, unless expressly agreed otherwise in writing. Under the warranty, the Vendor is liable only for defects that Vendor has been notified of within the warranty period and that Purchaser can prove arose within the warranty period as a direct consequence of faulty manufacture. Otherwise the Vendor is not liable.
10.2 The Purchaser shall at all times require Vendor’s express written approval for repair/replacement and/or maintenance by third parties on penalty of loss of warranty. Vendor shall never be liable for defects resulting from normal wear and tear, im¬proper handling or improper or incorrect maintenance or repairs/ ¬replacements and/or maintenance and the like performed by third parties.
10.3 Purchasers that are resident or have their registered office outside the Benelux countries may derive no rights from that provided for in this article.
Article 11 – Service
11.1 Complaints from Purchasers that are resident or have their registered office in the Benelux countries shall always be evaluated by Vendor irrespective of whether the warranty is still applicable. For this purpose the Purchaser will return the product in question at its own expense.
11.2 If Vendor is of the opinion that the complaint is covered by the warranty, Vendor shall repair the product in question at its own expense and return it free of charge.
11.3 If Vendor is of the opinion that the complaint is not covered by the warranty, Vendor shall automatically perform repairs up to an amount of N 45,- net, exclusive of VAT, without notifying Purchaser. Purchaser will be contacted regarding repairs exceeding the amount of N 45,- net, exclusive of VAT.
11.4 If Purchaser sends products to Vendor unnecessarily, solely in Vendor’s estimation, the examination costs and transport costs shall be charged to Purchaser.
11.5 Purchasers that are resident or have their registered office outside the Benelux countries may derive no rights from that provided for in this article.
Article 12 – Liability and Indemnification
12.1 Vendor’s liability is limited to meeting its obligations arising from the warranty. Any further liability, whether for direct or for indirect damage, costs and interest, is expressly limited to an amount of N 2275,-.
12.2 Purchaser indemnifies Vendor with regard to any possible liability in respect of third parties arising from or relating to services and/or deliveries performed by Vendor on behalf of Purchaser.
Article 13 – Reservation of Title
13.1 All goods delivered remain the property of Vendor until the moment of complete payment by Purchaser of all debts owed to Vendor arising from an Agreement, including claims arising from failure to fulfil an Agreement (such as interest, costs and penalties), this as referred to in Article 3:92 of the Dutch Civil Code.
13.2 As long as the goods fall under the reservation of title of Vendor, Purchaser is obliged to leave the goods in their original form and is not entitled to modify them; this includes by specification, accession and confusion.
13.3 Purchaser is obliged to draw the attention of third parties (such as receivers and execution creditors that claim any right relating to the goods on which Vendor has a reservation of title) to Vendor’s reservation of title and to do this in writing. Whenever this happens Purchaser shall notify Vendor of this in writing without delay.
13.4 Notwithstanding that provided for in the first paragraph, Purchaser is authorised to sell items it has received from Vendor as part of its normal operations. A condition for this, however, is always that Purchaser shall have notified its purchasing other party in writing of the entire contents of this article in good time prior to the coming into being of any purchase agreement. Vendor is at all times entitled to require Purchaser not to sell and deliver until a non-possessory right of lien has been established on Vendor’s behalf on the goods in question. As soon as Vendor notifies Purchaser of this demand, the authority as referred to in the first sentence of this article paragraph automatically lapses.
Article 14 – Right of Lien and Right of Retention
14.1 On all goods that the Vendor possesses or shall acquire on any account whatsoever a right of lien shall be established on behalf of the Vendor and a right of retention accrues to the Vendor as security for all claims that it has and/or shall acquire against Purchaser.
Article 15 – Force Majeure
15.1 If as a result of force majeure of a permanent or tempo¬rary nature Vendor is prevented from performing or continuing to perform the Agreement, independently of the question of whether the force majeure could have been foreseen, Vendor is entitled, without any obligation to pay compensation, to termi¬nate the Agreement in part or in full by means of a notification to that effect without a court of law being involved, without prejudice to Vendor’s right to payment by Purchaser for perfor¬mances already rendered by Vendor before the force majeure situation arose, or to suspend the (continued) performance of the Agreement in full or in part.
Vendor shall notify Purchaser as soon as possible of a situation of force majeure. In the event of suspension, Vendor shall still be entitled to declare the Agreement terminated in full or in part.
15.2 Force majeure covers all circumstances as a result of which Vendor is temporarily or permanently unable to fulfil its obligations, such as fire, strike or lock-out, insurrection, war, government measures such as import or export restrictions, default on the part of suppliers, transport problems, natural disasters, disruptions in Vendor’s plant or in suppliers’ plants, power failures, theft or embezzlement from Vendor’s warehouses or workshops and further all circumstances in which Vendor cannot reasonably be required to (continue to) fulfil its obligations vis-à-vis Purchaser. Force majeure applicable to Vendor’s suppliers shall also be deemed to constitute force majeure applicable to Vendor.
Article 16 – Language of Communication
16.1 The communications, written correspondence and phone traffic between Vendor and a Purchaser that is resident or has its registered office outside Dutch territory shall be carried on solely in English.
16.2 That provided for in the previous paragraph is not applicable if a dispute has arisen between Vendor and Purchaser and the dispute is submitted to the judgement of the competent court.
Article 17 – Applicable Law and Choice of Court
17.1 All offers and agreements to which the general terms and conditions apply shall be subject to Dutch law. All disputes arising from offers from and agreements with Vendor shall be submitted exclusively to the judgement of the judge of the District Court at ’s-Hertogenbosch, unless Purchaser is a natural person who is not acting in the course of the exercise of a profession or trade.
17.2 The applicability of the Vienna Convention on the International Sale of Goods of 11 April 1980 (CISG) is expressly excluded.
Article 18 – Amendments
18.1 Vendor is entitled to amend these general terms and conditions. Purchaser is deemed to have accepted the amendments in question if within 14 days following the written notifi¬cation from Vendor that an amendment is to be made Vendor has not received a written objection thereto.
Article 19 – Translations
19.1 These terms and conditions are also available in English. In the event of any conflict between the Dutch and the English versions, the Dutch version shall prevail.
Article 20 – Trade marks
20.1 © 2012 Apple Inc. All rights reserverd. Apple, the apple logo, iPad, iPhone, iPod, iPod touch, iTunes logo, Mac, and QuickTime are trademarks of Apple Inc., registered in the U.S. and other countries. Mutlie-Touch is a trademark of Apple Inc. App Store is a service mark of Apple Inc. IOS is a trademark or registered trademark of Cisco in the U.S. and other countries and is used under license. Other product and company names mentioned herein may be trademarks of their respective companies.
20.2 “The Bluetooth® word mark and logos are registerd trademarks owned by Bluetooth SIG, INc. and any use of such marks by Caliber Europe BV is under license. Other trademarks and trade names are those of t heir respective owners”.
20.3 Android is a trademark of Google Inc. Portions are modifications based on work created and shared by Google and used according to terms described in the Creative Commons 3.0 Attribution License.
20.4 Our website includes GeoLite data created by MaxMind, available from http://www.maxmind.com
Article 21 – Cookies
21.2 These pieces of information are used to improve our services for you by, for example:
• enabling a site to recognise your device so you don’t have to give the same information several times during one task
• recognising that you may already have given a username and password so you don’t need to do it for every web page requested
• measuring how many people are using our sites, so they can be made easier to use and there’s enough capacity to ensure they are fast