Terms and Conditions reseller
Terms and Conditions Heinen Delfts Blauw – commercial sale
Article 1 – Areas of application
In these terms and conditions, "Heinen Delfts Blauw" means:
the private company, Heinen Delftware Trading B.V .;
having its registered office in Amsterdam, the Netherlands;
the main office is located at the address: Industrieweg 7, 3881 LB Putten, the Netherlands;
Registration in the Trade Register with Chamber of Commerce number: 70420742;
VAT number: NL 8583 11 781 B01;
These general terms and conditions apply to every concluded agreement and delivery between Heinen Delfts Blauw and the buyer, acting in the exercise of a profession or business (hereinafter referred to as: the buyer). A reference by the buyer to his own general or purchasing conditions and the applicability thereof, is expressly rejected by Heinen Delfts Blauw. By placing an order, the buyer accepts to be bound by these general terms and conditions and the buyer declares that these terms and conditions were available to him in such a way that he has been able to save them and make them accessible for later access. He also declares that he has read and understands the terms and conditions. The terms and conditions can be sent on request.
Article 2 – Realization agreement
- The agreement is concluded at the time of receipt by Heinen Delfts Blauw of the acceptance of the offer by the buyer, by placing an order with Heinen Delfts Blauw.
- Heinen Delfts Blauw reserves the right to not accept orders (in part) without stating reasons. 3. The buyer guarantees that the provided (name and address) data in the context of the agreement are correct, complete and up-to-date. The buyer is obliged to immediately report any inaccuracies in payment data provided or stated to Heinen Delfts Blauw.
Article 3 – Prices and payments
- The prices stated in the range of products are (unless stated otherwise) exclusive of any VAT and in Euro, and are subject to printing and typing errors. The prices are exclusive of shipping costs, which are made known separately.
- For payment, within the payment period of 14 days use can be made of the payment options stated on the invoice and the associated conditions.
- Any objections to invoices, specifications, descriptions and prices must be notified in writing to Heinen Delfts Blauw within 5 working days.
- All amounts charged to the buyer must be paid without discount or deduction.
Article 4 – Images and specifications
- All images of products as well as associated specifications, sizes and data as shown on the Heinen Delfts Blauw website 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 – Delivery and risk
- Heinen Delfts Blauw will take the greatest possible care when receiving and when executing orders.
- The place of delivery is the address that the buyer has made known to Heinen Delfts Blauw.
- Heinen Delfts Blauw is entitled to deliver in parts (partial deliveries), which it can invoice separately.
- The delivery period specified by Heinen Delfts Blauw is based on the prevailing circumstances at the time of concluding the agreement and commences at the time of the order confirmation to the buyer. Heinen Delfts Blauw always strives for the communicated delivery period.
- The buyer is not entitled to terminate the agreement if Heinen Delfts Blauw exceeds the specified delivery period, unless the delivery period is exceeded in such a way that the buyer cannot reasonably be expected to leave the relevant part of the agreement concluded.
- If an order cannot be executed, or only partially, the buyer will be notified as soon as possible after Heinen Delfts Blauw notified this. In that case, the buyer has the right to dissolve the agreement (in part) free of charge.
- In case of dissolution in accordance with paragraphs 5 and 6 of this article, Heinen Delfts Blauw will immediately refund the amounts that the buyer may have paid to Heinen Delfts Blauw. The buyer is not entitled to compensation.
- The risk of damage or loss of the products lies with Heinen Delfts Blauw until the moment of delivery to the buyer, unless explicitly agreed otherwise. The burden of proof that a product is damaged on delivery or is missing, lies with the buyer. This provision does not apply to international/cross-border contracts.
- For deliveries outside the Netherlands and deliveries of unique assignments or a combination thereof, stated in articles 6 and 9, deviating and/or additional provisions regarding deliveries and risk are applied.
Article 6 – Delivery of cross-border contracts
- "Cross-border contracts" means the contracts that Heinen Delfts Blauw carries out for the buyer with a place of delivery outside the Netherlands. The relevant provisions, just like the other provisions from these general terms and conditions, apply to this.
- For international assignments, 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 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.
Article 7 – Retention of title
- If applicable, Heinen Delfts Blauw reserves the ownership of all products delivered by Heinen Delfts Blauw until the moment of full payment of the price of all products delivered or to be delivered by Heinen Delfts Blauw to the buyer (including any interest or costs due), under the relevant agreement or earlier or later similar agreements.
Article 8 – Intellectual property
- Heinen Delfts Blauw guarantees, insofar as it is aware of this, not to infringe the intellectual property rights of third parties.
- The buyer vouches not to infringe on the intellectual property rights of Heinen Delfts Blauw, or suppliers of Heinen Delfts Blauw.
Article 9 – Delivery of unique orders
- "Unique assignments" means the products that Heinen Delfts Blauw manufactures or causes to be manufactured on the specific assignment of the buyer. The relevant provisions, just like the other provisions from these general terms and conditions, apply to this.
- Heinen Delfts Blauw always strives for the agreed delivery period. If, due to unforeseen circumstances in the production process at Heinen Delfts Blauw, this delivery period cannot be achieved, a satisfactory solution will be sought with the buyer. An order for unique products that has been put into production cannot be dissolved.
- For the delivery of unique assignments that cross borders, Heinen Delfts Blauw applies the conditions as described in article 6.
- Unless agreed otherwise, the buyer will make a down payment of 30% of the total amount or advance payment of the start-up costs will be requested.
- 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.
- All drawings, molds, 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.
- 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.
- If an offer contains budgets, plans, catalogs 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 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 10 – Warranty and conformity
- Heinen Delfts Blauw guarantees that the products it delivers meet the legal requirements of usability, reliability and lifespan as they are reasonably intended by the parties to the agreement.
- The delivered products are guaranteed by Heinen Delfts Blauw for a period of 90 days after delivery as a result of material and/or manufacturing errors.
- As far as possible, the buyer is obliged to immediately have the delivered product(s) checked (or have it checked) upon receipt. If it appears that the delivered product is incorrect, inadequate or incomplete, then the buyer (before proceeding to return) must report these defects to Heinen Delfts Blauw as soon as possible after discovery. Any defects or incorrectly delivered products must be reported to Heinen Delfts Blauw within a reasonable time after discovery or after that should have been reasonably discovered. Any return of the products must be in the condition in which the buyer received them and in the manner indicated by Heinen Delfts Blauw.
- If it appears that the delivered product(s) do not meet the agreement, Heinen Delfts Blauw will look for a suitable solution with the buyer. Any replaced items become the property of Heinen Delfts Blauw.
- The buyer cannot invoke the guarantee referred to in paragraph 1 if the delivered product(s) have been exposed to abnormal circumstances, if the buyer has not ensured it as a careful debtor or if these products violate the instructions from Heinen Delfts Blauw and/or the user manual have been treated or if the buyer has repaired and/or modified the delivered products himself or had them repaired and/or modified by third parties.
Article 11 – Liability
- Any liability of Heinen Delfts Blauw for damage is excluded, 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.
- Heinen Delfts Blauw is not liable for errors and/or negligence on the part of its suppliers or auxiliaries.
- If, for any reason whatsoever, the buyer cannot or has not been able to take delivery of a product due to failure of Heinen Delfts Blauw of the requirements in art. 2 paragraph 3, Heinen Delfts Blauw is not liable for the resulting damage and is not obliged to deliver a replacement product.
- The liability of Heinen Delfts Blauw and therefore the amount of the compensation is always limited to at most the invoice amount of the products in question, or (at the option of Heinen Delfts Blauw) to the maximum in the relevant case by the liability insurance of Heinen Delft Blue paid to her amount.
- The provisions of this article are without prejudice to the legal liability of Heinen Delfts Blauw pursuant to mandatory provisions.
Article 12 – Complaints procedure
- Complaints about the implementation of the agreement must be reported promptly, fully and clearly described on www.heinendelftsblauw.com or by telephone or through customer service to Heinen Delfts Blauw, after the buyer has discovered the defects.
- Complaints submitted to Heinen Delfts Blauw will be answered within a period of 10 days from the date of receipt. If a complaint requires a foreseeable longer processing time, Heinen Delfts Blauw will reply within this period with a message of receipt and an indication when the buyer can expect a more detailed answer.
Article 13 – Force of the majority
- If Heinen Delfts Blauw is unable to meet its obligations towards the buyer due to a non-attributable shortcoming ("force majeure"), those obligations will be suspended for the duration of the force majeure situation.
- Force majeure of Heinen Delfts Blauw means any circumstance independent of the will of Heinen Delfts Blauw, as a result of which the fulfilment of (the relevant part of) its obligations towards the buyer is prevented, delayed or made uneconomical or as a result of which the fulfilment of these obligations it cannot reasonably be expected of Heinen Delfts Blauw, including but not limited to industrial strikes, transport disruptions, riots and war situations, natural disasters, theft, molestation, fire and non-timely compliance with suppliers of Heinen Delfts Blauw.
- If the force majeure situation has lasted at least three months, both parties have the right to terminate the agreement in writing, in whole or in part.
- Parties will inform each other as soon as possible of a (possible) force majeure situation.
Article 14 - Dissolution
- In case of a (provisional) suspension of payment, bankruptcy, shutdown or liquidation of the buyer, Heinen Delfts Blauw has the right to terminate all agreements with the buyer.
- If the buyer does not comply properly or within a set period or in time with any obligation arising from the agreement, the buyer is in default and Heinen Delfts Blauw is entitled without notice of default or judicial intervention to dissolve the agreement or to suspend payment until payment has been sufficiently secured.
Article 15 – Other provisions
- If a provision of these terms and conditions is declared void or non-binding, the other provisions will remain in force and an alternative provision will be agreed in mutual consultation that corresponds as much as possible to the old provision.
- The Vienna Sales Convention is not applied.
- All agreements between Heinen Delfts Blauw and the buyer to which these conditions apply are exclusively governed by Dutch law, with the exception of the provisions of private international law regarding the applicable law.
The relevant Court is exclusively authorized to take cognizance of disputes between Heinen Delfts Blauw and the buyer, unless Heinen Delfts Blauw prefers to submit the dispute to the competent court in the place of residence of the buyer.
Heinen Delftware Trading B.V. 2019