Additional Delivery Conditions Customization
Article 1 – Areas of application
All our offers and agreements between Heinen Delfts Blauw and the buyer, acting in the exercise of a profession or business (hereinafter referred to as: buyer), are subject to the Terms and Conditions of Heinen Delfts Blauw – Commercial Sale (hereinafter referred to as: general terms and conditions). These delivery conditions apply in addition to the general terms and conditions. The general terms and conditions, as well as the additional delivery conditions, can be downloaded from https://www.heinendelftsblauw.com and can be sent on request.
These additional delivery conditions apply to all agreements whereby Heinen Delfts Blauw custom work manufactures or has manufactured, on specific instructions from the buyer. In this context, customization means the products that Heinen Delfts Blauw manufactures in large numbers or has them manufactured at production locations outside the Netherlands, on specific instructions from the buyer.
Because the customization agreements cannot be fully compared with the other agreements between Heinen Delfts Blauw and the buyer, additional delivery conditions from Heinen Delfts Blauw apply. Where the delivery conditions differ from each other or are contradictory, the additional delivery conditions of Heinen Delfts Blauw will expressly prevail over the general terms and conditions. The additional delivery conditions concern the following provisions.
Article 2 – Prices and payments
- The costs incurred in the preliminary phase of the agreement (including sample costs) are charged to the buyer by Heinen Delfts Blauw.
- The costs charged referred to paragraph 1 of this article will be settled with the offer by Heinen Delfts Blauw upon conclusion of the agreement.
- Unless otherwise agreed, the buyer will make a down payment of 30% of the total amount, or an advance payment of the start-up costs will be requested. The remainder must be paid to Heinen Delfts Blauw within 14 days after delivery by the buyer in the manner determined in article 3 paragraph 2 of the general terms and conditions.
- Heinen Delfts Blauw is responsible for the costs of shipping the products to the customer, provided that the delivery address is in the Netherlands. For deliveries outside the Netherlands, shipping costs are charged, which are made known separately.
Article 3 – Numbers
- Heinen Delfts Blauw usually applies a minimum purchase of 500 items by the buyer for the first order. A smaller purchase is possible, in this case Heinen Delfts Blauw will possibly charge extra costs.
- Possible follow-up orders can be delivered in smaller quantities than the 500 items mentioned in paragraph 1.
Article 4 – Images and specifications
- All images of products as well as associated specifications, sizes and data as shown in the samples are only approximately. The product ultimately delivered to the buyer may differ in color, size and the like from these images or specifications to a certain extent. This does not mean that the product does not comply with the agreement.
Article 5 - Deliveries and risk
- The provisions in this article prevail over the provisions in articles 6 and 9 of the general terms and conditions and apply in addition to the provisions in article 5 of the general terms and conditions.
- The INCO terms 2010 of the International Chamber of Commerce apply.
- Unless explicitly agreed otherwise, Heinen Delfts Blauw is responsible for the costs and the risk of damage or loss of the products until the moment the products are delivered to Heinen Delfts Blauw in the Netherlands. For the provisions that apply from here, reference is made to the general terms and conditions. The burden of proof that a product is damaged or missing before the delivery at Heinen Delft Blauw in the Netherlands lies with the buyer.
- If delivery is executed directly from the place of production to the buyer, Heinen Delfts Blauw is, unless explicitly agreed otherwise, responsible for the costs and the risk of damage or loss of the products until the moment that the products are placed on board of the ship, as prescribed in the INCO term Free on Board (FOB). From this "critical point" the costs and risk are transferred to the buyer. The burden of proof that a product is damaged or missing before delivery on the critical point lies with the buyer.
- The delivery period stated by Heinen Delfts Blauw is only an indication and is based on the circumstances prevailing at the time the agreement was concluded. No rights are derived to the buyer based on the specified delivery period.
- In the event of an increase in one or more cost price factors, Heinen Delfts Blauw is entitled to increase the price, unless the increase was already known at the order confirmation.
- The buyer guarantees that the use of data, (trade) names, brands or otherwise provided by the buyer does not violate Heinen Delfts Blauw with legal requirements or rights of third parties. The buyer fully indemnifies Heinen Delfts Blauw against all direct and indirect damage arising from claims made by third parties against Heinen Delfts Blauw.
- Heinen Delfts Blauw is, if necessary or desirable for the correct execution of the assignment, entitled to engage third parties. The costs of this will be charged to the buyer in accordance with the provided quotations.
Article 6 – Termination
- After the down payment of 30% by the buyer, as determined in article 2 paragraph 3, Heinen Delfts Blauw will take the order into production and the buyer will lose the right to terminate the agreement.
- Heinen Delfts Blauw is entitled to terminate the agreement at any time if it appears that it cannot properly perform the agreement for any reason whatsoever.
- Any costs incurred in the preliminary process (including sampling costs) will be reimbursed to the buyer by Heinen Delfts Blauw in the event of dissolution.
Article 7 - Retention of title
- If an offer contains budgets, plans, catalogues or other documents, these remain the property of Heinen Delfts Blauw at all times and must be returned by the buyer on request. They may not be reproduced or given to third parties for inspection without the permission of Heinen Delfts Blauw.
- Heinen Delfts Blauw stands for the greatest possible care when the buyer submits (trade) names, brands, figurative elements, logos or other documents for making an offer.
- All drawings, templates, lithographs, designs, sketches, models, as well as the graphic design of (trade) names, brands, figurative elements and logos, made by or on behalf of Heinen Delfts Blauw in the execution of the agreement, remain (intellectual) property of Heinen Delfts Blauw. They may not be used for other purposes without permission from Heinen Delfts Blauw.
Article 8 - Intellectual property
- Heinen Delfts Blauw guarantees, insofar as this is known, not to infringe the intellectual property rights of the buyer.
Article 9 - Warranty and conformity
- Heinen Delfts Blauw uses a standard 90-day guarantee, as determined in paragraph 2 of Article 10 of the general terms and conditions. Depending on the agreement, Heinen Delfts Blauw can including agreements for customization, and the product type. This will be determined separately.
Article 10 – Liability
- Any liability of Heinen Delfts Blauw for damage is excluded in the event that it wishes to dissolve the agreement, as determined in article 6 paragraph 2, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage or damage due to lost profit, all this except for intent or deliberate recklessness on the part of Heinen Delfts Blauw.
Article 11 - Force majeure
- In the event of force majeure and both parties have the right to dissolve the agreement, as determined in article 13 paragraph 3 of the general terms and conditions, an appropriate solution will be sought for the costs already incurred by both parties.
The other provisions that apply to agreements for customization are contained in the Terms and Conditions Heinen Delfts Blauw - Commercial sale.
Heinen Delftware Trading B.V. 2019