General Terms & Conditions
GENERAL TERMS & CONDITIONS FOR DELIVERY OF POT & VASE V.O.F.
PRIVACY
Pot & Vaas does not provide any data to third parties, other than for the execution of the agreement concluded or currently to be concluded with you. If you have objections to any provision of address details to third parties, please notify Pot & Vaas in writing. Pot & Vaas reserves the right to use data entered by you to send you offers and/or other marketing-related documents; this applies to your address details, your email address and your telephone number.
PAYMENT TERMS & CONDITIONS
Outstanding items become immediately due and payable in case of:
• Providing incorrect, incomplete or misleading information before, during or after the conclusion of the agreement;
• Bankruptcy, debt restructuring or death.
In the event of late payment, default interest will also be charged, which is equal to 1% per month, unless the statutory interest is higher at the time of non-compliance by the client. In that case, the statutory interest takes precedence. Delivery of further orders will be suspended until the required amount has been paid. In addition, the balance will be increased by 15% extrajudicial costs, with a minimum of €50. In addition, all costs related to debt collection, both amicable and judicial, will be borne by the client.
1. Definitions
1.1 In these general terms & conditions, the following terms have the following meanings:
• (a) Pot & Vaas V.O.F .: the Company established under Firma Pot & Vaas in 's-Hertogenbosch (the Netherlands)
• (b) Client: any natural or legal person who supplies products and/or services on the instruction of Pot & Vaas, or with whom Pot & Vaas enters into an agreement or with whom Pot & Vaas is discussing or negotiating the conclusion of an agreement.
2. General
2.1 These general terms & conditions apply to every offer, quotation and agreement between Pot & Vaas and the client, unless parties have explicitly deviated from this in writing.
2.2 The present terms & conditions also apply to agreements with Pot & Vaas if third parties need to be involved for the execution thereof. In that case, the general terms & conditions also apply to the relationship with these third parties.
2.3 Any deviations from these general terms and conditions and the agreement are only valid if they have been expressly agreed in writing.
2.4 The applicability of the client’s general terms & conditions is expressly rejected.
3. Offers and quotations
3.1 All offers and quotations are without obligation and are made in any written form, unless Pot & Vaas refrains from a written offer for practical, urgent or other reasons. The offer provides a date, or can be determined by date.
3.2 Pot & Vaas cannot be held to its offers and quotations if the client should have understood, in terms of reasonableness and fairness and generally accepted views in society, that the offer or quotation or part thereof is an obvious mistake or error.
3.3 If the acceptance deviates (on minor points) from the offer included in the quotation, Pot & Vaas shall not be bound by it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless Pot & Vaas indicates otherwise.
3.4 A composite quotation does not oblige Pot & Vaas to deliver part of the goods included in the offer or quotation at a corresponding part of the quoted price.
3.5 Offers or quotations do not automatically apply to repeat orders.
4. Conclusion of the agreement
4.1 The agreement is concluded by the client’s timely acceptance of Pot & Vaas’s offer.
5. Delivery
5.1 Unless otherwise agreed, delivery takes place within 10 working days or by post.
5.2 If Pot & Vaas has specified a term for delivery, this is indicative. A specified delivery time is, therefore, never a strict deadline. However, the final delivery time will never exceed the specified delivery time by more than one week, unless there is a case of force majeure. If a term is exceeded, the client must give Pot & Vaas notice of default in writing.
5.3 The minimum order size is €250 excluding VAT
Pot & Vaas will ship orders above €1,500 (excl. VAT) free of charge within the Netherlands. Depending on the product and country, a fixed amount will be charged for postage for orders under €1,500. The shipping costs vary from €10 to €50 and will be indexed annually.
6. Warranty
6.1 Pot & Vaas guarantees that the goods to be delivered meet the usual requirements and standards that can reasonably be imposed on them and are free from any defects during the period stated in Article 6.3.
6.2 The warranty mentioned under 6.1 applies for a period of 1 month after delivery.
6.3 If the goods to be delivered do not comply with this guarantee, Pot & Vaas will replace the goods within a reasonable period of time after receipt thereof, or, if return is not reasonably possible, after written notification of the defect by the client, at its discretion, replace the goods or ensure repair. In case of replacement, the client undertakes to return the item to be replaced to Pot & Vaas and to transfer ownership thereof to Pot & Vaas. The return costs are for the account of the client.
6.4 The aforementioned warranty does not apply if the defect has arisen as a result of injudicious or improper use or if, without written permission from Pot & Vaas, the client or third parties have made changes, or attempted to make changes to the item or have used it for purposes for which the item is not intended.
7. Retention of title
7.1 Pot & Vaas remains the full owner of the delivered goods until the purchase price has been paid in full.
7.2 The client will fully cooperate with the return of the goods delivered by Pot & Vaas if Pot & Vaas invokes its right of retention.
8. Research, complaints
8.1 The client is obliged to inspect the delivered goods at the time of delivery, but in any case, within the shortest possible period of time. In doing so, the client should investigate whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements that apply in normal (commercial) traffic.
8.2 Any visible shortcomings must be reported to Pot & Vaas in writing within 3 days of delivery, with simultaneous delivery of the guarantee certificate and the defective item, unless this is impossible or unreasonably onerous. Articles can only be returned in the original packaging.
8.3 The client must report an invisible defect to Pot & Vaas within eight days after discovery, but at the latest within the warranty period, with due observance of the provisions of the previous paragraph of this article. After the warranty period, Pot & Vaas is entitled to charge all costs for repair or replacement, including administration, shipping and call-out costs.
8.4 If a complaint is made in time pursuant to the previous paragraph, the client remains obliged to purchase and pay for the items purchased. If the client wishes to return defective goods, this will be done with the prior written permission of Pot & Vaas and in the manner indicated by Pot & Vaas. Articles can only be returned in the original packaging.
9. Transfer of risk
9.1 The risk of loss or damage to the products that are the subject of the agreement passes to the client from the moment they are legally and/or actually delivered to the client and therefore under the control of the client or of a third party to be designated by the client.
10. Payment
10.1 The first payment of 30% must be paid at the time of ordering. 70% of the remaining total amount must be paid in case of container purchases or large batches that are produced to order for the client.
10.2 Payment must be made within 8 days of the invoice date, in a manner to be indicated by Pot & Vaas and in the currency in which the invoice was made.
10.3 New clients must pay the invoice amount in advance on delivery in case of an initial delivery, in a manner to be indicated by Pot & Vaas and in the currency in which the invoice was made.
10.4 Objections to the amount of the invoices do not suspend the payment obligation. The client is not entitled to suspend payment obligations or to invoke set-off.
10.5 After the expiry of 8 days after the invoice date, the client will be in default by operation of law; from the moment of default, the client will owe interest of 1% per month on the due amount, unless the statutory interest rate is higher, in which case the statutory interest will apply.
10.6 In the event of bankruptcy, admission to legal debt rescheduling, suspension of payments or receivership, the claims of Pot & Vaas and the client's obligations towards Pot & Vaas are immediately due and payable.
10.7 Pot & Vaas has the right to have the payments made by the client used first of all to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal and accrued interest.
10.8 Pot & Vaas can, without being in default as a result, refuse an offer of payment if the client designates a different sequence for the allocation.
10.9 When sending the first reminder to the client, Pot & Vaas will charge €10 in administration costs. In case of the 2nd and last reminder to the client, it will charge €25 in administration and postage costs to the client.
11. Dissolution
11.1 Pot & Vaas is entitled to dissolve the agreement, extrajudicially or in court, by means of a written statement - in addition to the cases referred to in the law - if the client has applied for a suspension of payment, has been declared bankrupt, has been granted legal debt rescheduling or ceases their business.
12. Collection costs
12.1 If the client is in default or breach of one or more of their obligations, all reasonable costs incurred in obtaining extrajudicial settlement will be borne by the client. If the client is in default in the timely payment of a sum of money, they will forfeit an immediately due and payable penalty of 15% of the amount still owed, with a minimum of €50.
12.2 If Pot & Vaas can demonstrate that it has incurred higher costs as a result of a shortcoming on the part of the client, which were reasonably necessary, these costs will also be charged to the client.
12.3 Any judicial and execution costs incurred are also for the client’s account.
12.4 The client will owe the interest stipulated in article 10.4 of these general terms & conditions on the collection costs incurred.
12.5 The liability of Pot & Vaas is in any case limited to an amount equal to the value of the delivered product/service.
13. Indemnities
13.1 The client indemnifies Pot & Vaas against claims from third parties with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the agreement.
13.2 If the client provides Pot & Vaas with information carriers, electronic files or software etc., the client guarantees that the information carriers, electronic files or software are free from viruses and defects.
13.3 The client indemnifies Pot & Vaas against all third-party claims regarding the provision and use of the goods delivered by Pot & Vaas in the context of this agreement.
14. Intellectual property and copyrights
14.1 Without prejudice to the other provisions in these general terms & conditions, Pot & Vaas reserves the rights and powers that Pot & Vaas is entitled to under the Copyright Act, Trademark Act or Patents Act, or any other law that pertains to intellectual property rights.
14.2 The client is not permitted to make changes to the goods, unless the nature of the delivered goods dictates otherwise or unless agreed otherwise in writing.
14.3 Any designs, sketches, drawings, films, software and other materials or (electronic) files possibly created by Pot & Vaas within the framework of the agreement remain the property of Pot & Vaas, regardless of whether they have been made available to the client or to third parties, unless agreed otherwise.
14.4 All documents provided by Pot & Vaas, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended for use by the client and may not be reproduced, published or brought to the attention of third parties without prior permission from Pot & Vaas, unless the nature of the documents provided dictates otherwise.
14.5 Pot & Vaas retains the right to use any knowledge gained through the execution of the work for other purposes, insofar as no confidential information is brought to the attention of third parties in this context.
15. Liability
15.1 Without prejudice to any warranties provided under the agreement and these terms & conditions, the supplier excludes any liability that:
• a) arises from or is related to any shortcoming in or fulfilment of an obligation;
• b) ensues from any wrongful act, with the exception of liability for direct damage caused by gross negligence or wilful misconduct of persons belonging to the circle of managers of the supplier;
• c) is the result of a defect in the item delivered by Pot & Vaas. In that case, the client can only claim replacement or repair of the goods delivered by Pot & Vaas;
• d) due to intent and/or gross negligence and/or culpable action, or injudicious or improper use by the client.
15.2 Paragraphs 3 and 4 below apply only if the exclusion of liability described in the previous paragraph in a specific case against the client would be unreasonably onerous and is annulled or otherwise not applicable.
15.3 Pot & Vaas is never obliged to compensate any indirect damage, including consequential damage, intangible damage, business damage (including loss of profit and income and damage as a result of business interruption) or environmental damage.
15.4 The compensation to be paid by Pot & Vaas will in all cases be limited to the invoice amount paid by the client and will in no case amount to more than the compensation to be paid by its liability insurer.
16. Transfer of rights and obligations
16.1 The client is not entitled to sell, transfer, encumber or otherwise alienate the rights and/or obligations under the agreement to a third party.
16.2 Pot & Vaas is entitled to transfer, encumber or alienate any rights and/or obligations arising from this agreement. Insofar as required, the client hereby grants their explicit permission.
DISCLAIMER: The English version of these terms & conditions is a translation of the original in Dutch, for information purposes only. In case of a discrepancy, the Dutch original will prevail.