De Kazematten 19
Listed in the trade register of the Commercial Register of Central Gelderland under number 53707850
1.1 These General Terms and Conditions shall apply to all offers and quotations sent out by Sales-All (SA), as well as to all agreements concluded between SA and the other party (as hereinafter described), on the basis of which SA delivers one or more goods and/or carries out work and/or provides advice.
1.2 In these General Terms & Conditions, “the other party”, is any natural person/legal entity, its representative(s), agent(s), successor(s) in title and/or heir(s) that has concluded or wishes to conclude an agreement with our company.
1.3 In these General Terms and Conditions “products" is understood to mean: In these General Terms & Conditions “goods” is hardware and/or software and furthermore all material that can be the object of an agreement, in compliance with the commercial activities of SA.
1.4 Deviations from the general conditions will only become valid if they are agreed on in writing by SA and the other party. Any purchasing conditions or other conditions of the other party are explicitly declared not to be of application, unless parties have agreed otherwise explicitly and in writing.
1.5 The Dutch-language version of these conditions prevails any version in another language.
2.1 All offers are without commitment unless explicitly agreed otherwise in writing. All our offers are to be considered to be an invitation to the making of an offer. Unless expressly stated otherwise, the offers by SA do not include assembly or installation. Unless explicitly indicated otherwise, offers by SA are no longer valid than forty five (45) days, starting from the day of the offer.
2.2. All drawings and data, that are included with an offer, such as measurements, weights, power and amounts are indicated as accurately as possible. These offers and/or quotes are binding only insofar as is explicitly confirmed. Providing details is not required.
2.3 In all offers/quotations SA assumes that all materials are delivered as usual and that all works can be carried out in a normal manner. Particular demands or circumstances are to be notified to SA in prior in sufficient detail in writing. SA will then explicitly state in the offer to what extent this has been taken into account by SA.
2.4 Offers/quotations, as well as by SA (or as commissioned by SA) produced drawings, designs, patterns of prototypes, computer programmes and calculations are property of SA and are not to be passed on or made available for perusal to third parties without the express written authorization of SA.
2.5 SA reserves the right, without giving any reason not to accept orders and/or instructions.
3.1 Subject to the provisions set out below, an agreement is only concluded when SA has accepted or confirmed the order in writing and confirmed the order or by executing the agreement. Acceptance or confirmation shall be deemed to reflect the agreement accurately and in full.
3.2 Any additional arrangements or alterations made at a later date as well as oral commitments by employees of SA will only be binding when confirmed by SA in writing.
3.3 For supplies and/or activities for which, due to their nature, no offers and/or order confirmation is provided, the invoice is also regarded as the order confirmation which is also considered to represent the contract fully and accurately.
3.4 Every contract is entered into the suspensive condition that the other party, exclusively according to our evaluation, turns out to be sufficiently creditworthy for the financial performance of the agreement.
3.5 SA is also entitled, on or following the formation of the contract, before fulfilling the contract (further), to demand security from the other party that both the payment obligation and other obligations will be fulfilled.
3.6 SA is also entitled, on or following the formation of the contract, before fulfilling the contract (further), to require the buyer to request an advance of whichever extent from the other party.
3.7 The other party is not entitled to hand over rights ensuing from the agreement on the services to be delivered by SA to third parties without prior consent of SA. Without prejudice to the provisions of subsection 9 of this article, SA will not grant such an authorization if a price has been stipulated for this transfer.
3.8 Cancellation of the arrangement by the other party is only possible, if this takes place in writing prior to the commencement of the implementation of an action or delivery of goods. With due observance of the provisions below, in case of cancelation all costs incurred will be charged to the other party. Should the other party cancel sooner than five (5) working days prior to the execution or delivery of goods, then the other party owes SA, besides the preparatory costs as indicated in de second line of this article, compensation payment of 50% of the agreed price. If the cancellation is later than five (5) working days prior to the execution or delivery of goods, then the compensation payment comprises of the full agreed amount.
3.9 The financial obligations of SA towards other parties, in connection with the cancelled agreement which is to be respected by SA, including goods purchased or ordered from third parties and/or implementations will also be fully passed on to the other party.
4.1 Each quotation that is sent out is subject to price changes, unless this has been agreed on in writing.
4.2 Unless stated otherwise, the SA prices are:
4.3 If the cost price factors referred to in the previous section would rise during the period between the offer date and the actual delivery of the service or execution, then SA shall have the right to increase the price accordingly, in compliance with any legal regulations.
4.4 If works have been agreed on, SA is authorised to charge any costs connected to demonstrable extra or more difficult work than foreseen or connected with the fact that SA was asked to work during other hours than the usual working hours, or if any delays beyond the control of SA have been encountered during the execution of the works, SA is also authorised to index the wages component and thus charge higher labour costs.
4.5 If the other party wishes SA to perform more services or wishes to extend the period of the provision of more goods and/or works during the execution of the works, and if SA is able to carry out this work, then aforementioned work shall be written down in a supplement to the agreement. The additional goods and/or works shall be delivered/performed after the supplement has been signed. The additional services shall be paid in accordance with the stipulations in article 16 (Payment).
4.6 All prices are subject to misprints and technical amendments. SA will not accept any liability as effect of misprints or technical amendments. In addition, SA has no obligation to deliver the product in accordance with the wrong price.
5.1 In this article delivery time is understood to mean: the term set in the agreement during which the goods shall be available to the other party, or if works have (also) been agreed upon, the term set in the agreement during which the works shall be executed.
5.2 Specified delivery times are always approximate, unless explicitly stated otherwise in writing.
5.3 The statement of the agreed delivery time is done on the condition that all the information required is in possession of SA and the payment, if and insofar as this payment has been done for this agreement, or if the requested security has been provided or the requested advance has been paid.
5.4 SA is obliged to observe the specified delivery time or delivery period as much as possible, yet will never be liable if they are exceeded a reasonable time.
5.6 Delivery will be made, unless otherwise has been agreed otherwise “ex business/warehouse”.
5.7 SA is entitled to deliver in instalments (part deliveries), which SA can invoice separately; in such case the other party is obliged to effect payment in accordance with the provisions of article 16 of these conditions.
5.8 If the other party has not taken delivery of the goods after expiry of the delivery term, they will be stored at his disposal, at his expense and risk. In case of long-term storage as the result of not taken delivery of the goods after expiry of the delivery term, storage costs will be charged by SA.
5.9 Minor deviations of the delivered goods in size, colour, capacity, shape and packaging, can never give cause to the buyer to entirely or partially cancel the order or to refuse full or partial payment or to claim compensation of damages.
5.10 The other party is obliged to inspect the goods sold and packaging upon delivery both quantitatively and qualitatively. This also covers the situation as mentioned in subsection 8 of this article. Any shortcomings or damages in accordance with article 13 (Complaints) are to be notified to SA,
5.11 If the works have been agreed on outside of the SA business premises, then the other party must see to it that the works can commence with all speed, amongst other matters by making the workplace easily accessible for SA staff and ensuring that material and equipment can easily be supplied. The other party is furthermore obliged to ensure that the required electricity terminals are present and that the workplace is sufficiently lit, as well as to make all auxiliary equipment or material such as hoists and scaffolds available – if necessary- and to ensure that no other works performed by third parties slow down or hinder the work of SA.
5.12 SA is authorised to hire third parties (subcontractors) to perform the works.
5.13 If the execution of the works is done within a shorter term than specified in the agreement upon request of the other party, then the extra costs connected to this request shall be charged to the other party. SA shall provide the other party with a specification of these costs.
5.14 If the preparation of the execution of the works (partially) depends on the other party as a result of the provision of data, instructions, documentation or materials specified in the agreement, including scripts, texts, image and sound carriers and if the other party, irrespective of the cause, does not provide aforementioned documents in a timely manner, the set times shall be altered accordingly. If an alteration of the start date is not possible, or if such alteration would lead to a fatal term, then the other party has the right to annul the agreement and the stipulations of article 3.8 and 3.9 shall apply.
6.1 Testing of the goods to be delivered generally takes place in the warehouse, given the particular nature of the goods, according to usual standard procedures.
6.2 The other party is only entitled to demand special testing or demand testing elsewhere if this has explicitly been agreed.
7.1 The provisions in this article apply to repairs and maintenance, insofar as not mentioned in the SA warranty conditions.
7.2 SA is at liberty to refuse requests for repair and/or maintenance.
7.3 If the other party wishes an estimation of the repair costs in advance, SA will provide this to the best of its knowledge, yet are provided without any engagement on our part to execute the repair for the amount estimated. SA will never carry out a repair against an agreed fixed price.
7.4 If, after the repair order has been given, the actual costs excessively threaten to exceed the estimated costs or if the likely costs do not outweigh the value of the object, SA will, prior to (further) implement the repair, consult with the other party. If this consultation, for whatever reasons, could not have taken place within a reasonable time, then SA will still (further) implement the repair.
7.5 The other party is obligated to pay the actual repair costs in cash to SA. The obligation payment arises the moment the goods, after repair, are available to the other party. SA is entitled to request (a partial) advance payment of the estimated costs of the repair.
7.6 Repaired goods are available to the other party in the SA warehouse, where the other party needs to verify the limits of the (still) possible, implemented repair. Repaired products are not subject to the same terms of warranty, with the exception of the usual warranty to additional new parts, as far as these do not concern electronic parts.
7.7 If, after the repair, the other party does not collect or pay for the repaired article within 30 days, then SA is free to realize the article and its proceeds, minus the repair costs which are transferred to the other party.
7.8 SA can only give an approximate indication of the time within the repairs must be effected. The other party has no right to refuse payment or to claim any compensation, when that period has been exceeded.
7.9 Maintenance contracts can be signed describing in detail the maintenance work, mutual obligations and any warranty conditions. This mostly concerns repetitive works against a fixed price, in which case SA is bound to the price agreement.
7.10 Replacement materials or goods will only be offered to the other party if this has explicitly been agreed to when the repair order or maintenance order was accepted.
7.11 The goods to be repaired or already repaired good/goods are at SA at risk of the other party.
8.1 If the other party requests SA, without further instructions, to transport the materials, the way of transporting and packaging the equipment shall be determined by SA.
8.2 Transport of material is done at the other party’s risk, even if carriage-paid delivery has been agreed on, or even if the transporter demands that a clause is put on all delivery notes, lists with transport addresses and so on stating that all transport damages are at risk and for account of the sender.
9.1 SA will see to it that the works are performed in a meticulous manner and that the goods to be delivered are of sound quality.
9.2 If the delivered goods do not function properly or do not comply with reasonable quality demands or deviate from what has been agreed on, then SA will notwithstanding the provisions of article 12 (Force majeure) – of what SA considers appropriate and for bearing its own costs arrange, as soon as possible, repair or replacement. Repair or replacement are at the other party’s expense if this is due to incorrect and/or improper use of the equipment that has made repair or replacement necessary. If repair or replacement is not reasonably possible within such term of what has been agreed on with the other party, then SA, as well as the other party, is entitled to dissolve the agreement without judicial intervention. In the latter case the other party is entitled to compensation for the damages demonstrably suffered such in compliance with the provisions of article 10 (Liability of SA). Complaints considering delivered goods are considered only if they are reported no later than 24 hours after delivery or if the defectiveness is not apparent, 24 hours after the defect has been discovered, this should be verbally communicated or in writing and duly justified to SA. When in default of which, any right to fulfilment of the provisions of this article expires. Verbally communicated complaints are to be confirmed in writing within two days.
9.3 SA ensures that the staff that executes the agreed works is capable of performing the task, based on the information the other party has provided SA concerning the works to be executed.
9.4 Regarding the manufacturing or processing of goods: If the agreement (also) includes the manufacturing or processing of goods, SA will, in the event of loss or damage of the goods to be manufactured or processed, cover the costs for repair or replacement. If the loss or damage of the goods is caused by the other party, then the costs for repair or replacement are at the other party’s own expense.
9.5 Regarding subcontracting: SA obliges to subcontract only while maintaining high standards of quality. If SA honours the agreement by subcontracting it fully or partially, then the subcontractor, hereinafter indicated as “the third” in this article shall not be obliged to do more than is agreed. SA will promote as much as possible that the third meets his obligations and will, if necessary in SA’s opinion, institute legal action at SA’s own expense. Should SA find that conducting court proceedings is economically or legally not justifiable, then SA will at request of the other party transfer his rights towards the third to the other party.
10.1 SA is solely liable for direct damage suffered by the other party, which ensues from agreements between SA and the other party on the basis of which SA performs one or more services for the other party, insofar as stipulated in these General Terms and Conditions.
10.2 SA is, with due regard for any other stipulations in these General Terms and Conditions, not liable for damage caused by improper use of the let products or use thereof for purposes other than for which it is suited according to objective standards.
10.3 In case of attributable failure to perform the agreement between SA and the other party on the basis of which SA performs one or more services for the other party, SA shall only be accountable for replacing losses, that is replacement of the value of the performance that was not provided. Any accountability of SA for any other form of damage is excepted, including additional or supplemental compensation in any form whatsoever, compensation of indirect loss or consequential loss or loss due to lost turnover or profit.
10.4 SA shall in no way be accountable for losses suffered due to delays, losses due to exceeding delivery terms due to changed circumstances, losses incurred due to lack of co-operation, information or materials provided by the other party.
10.5 The compensation to be paid by SA in the case of an attributable failure in performing an agreement between SA and the other party on the basis of which SA performs one or more services for the other party shall in no case amount to more than 50% of the amount indicated on the invoices issued by SA to the other party for the services performed, excluding turnover tax. The compensation to be paid by SA in the case of an attributable failure all in no case amount to more than the price (excluding turnover tax) agreed on for the services of SA in the agreement at hand in the period of three months preceding SA’s non-compliance. The amounts and tariffs in this article are reduced with credit requested by the Client and allowed by SA.
10.6 In case of a wrongful act by SA, or her employees or subordinates for which SA can be held legally liable, SA shall solely be accountable for compensation of damage that is the consequence of deliberate or wilful recklessness.
10.7 Accountability of SA for damage due to a wrongful act other than intended to in the previous article is explicitly excluded.
10.8 If and in as far as SA would be liable despite the stipulations in this article, this liability shall be at all times limited to the agreement, for an amount that shall be paid out by SA’s insurance.
10.9 A condition for the originating of any right to compensation remains that the other party has reported the damage to SA in writing as soon as reasonably possible. Each right to take legal action against SA lapses within one (1) year after the termination and/or execution of the agreement to which the claim refers, safe where the fact on which the legal action is based could not have been detected within this term. In that case, the right to take legal action lapses one year after the date on which the intended fact should have or could have been detected by the other party.
11.1 The other party guarantees SA that the other party has authorisation of the owner of the copyright to include components of copyrighted works in her product to be sound and-or image recorded or recorded by other data..
11.2 The other party shall exempt SA for all damage that SA might suffer due to claims from third parties connected with goods delivered or services, including:
11.3 If third parties exercise any rights on delivered but not (fully) paid goods, including attachments, the other party is obliged to immediately inform SA about these rights in writing.
12.1 In case of force majeure, SA has the right to postpone the execution of the agreement or to regard the entire or part of the agreement as terminated without any legal intervention and without being bound to pay any compensation to the other party.
12.2 Force majeure is understood to mean: each circumstance due to which the other party cannot reasonably expect SA to perform the agreement. Force majeure is in each case understood to mean: war, risk of war, civil war, revolt, flooding, water damage, fire, sit-in strike, strike, lock-out, extreme sickness absence of SA’s personnel, transport difficulties, unforeseen technical complications, breakdowns at SA or her suppliers, suppliers failing to deliver products to SA, as well as government measures in each case including import and export prohibitions and restrictions.
12.3 If the execution of the agreement is delayed for more than three (3) months due to force majeure, the parties can then make arrangements to terminate the agreement, in each case with payment of a compensation of the costs made by SA.
12.4 If SA has already partially fulfilled her obligations ensuing from the agreement when force majeure occurs, then SA shall at all times be entitled to invoice the performed services separately and the other party shall at all times be bound to pay this invoice as if it concerned a separate transaction.
13.1 Without prejudice to any other stipulations in these General Terms and Conditions, complaints should be reported to SA in writing within eight (8) days after the goods have been delivered or works have been executed.
13.2 If a complaint has been found valid by SA, SA is solely obliged to
repair free of charge or replace the defect (parts of the) object(s) for free or improve the works, without this giving the other party any right to claim any compensation whatsoever. All replaced goods will become property of SA. Defect goods are immediately to be sent carriage paid.
13.3 Complaints about invoices must immediately be reported to SA, if these are handed over together with the material to the other party. If the invoices are sent, the complaints about the invoices should be reported to SA in writing within eight (8) days after the invoice date.
13.4 When the terms referred to in section 1 and 3 of this article have expired, the party is expected to have approved of the delivered services c.q. the invoice. As of then, complaints are no longer dealt with.
13.5 Filing a complaint never releases the other party from her payment obligations towards SA as described elsewhere in these General Terms and Conditions.
14.1 Unless it has been expressly agreed otherwise in writing, SA warrants that the executed works as well as the newly delivered goods are free of defects in material and manufacturing, for a period of twelve (12) months.
14.2 SA warrants that all the delivered products, their nature taken into account, meet the requirements of usability, reliability and durability, and that the installation and assembly meet the prerequisites of craftsmanship and are in accordance with the applicable rules. In respect of cases that have not been manufactured by SA, the size of the guarantee is determined by the warranty of the respective supplier(s).
14.3 Repair costs falling outside the scope of this guarantee will be charged by SA.
14.4 Any and all warranty obligations of SA shall cease, if the products are or have been used improperly, operating instructions have not been observed, improper repairs have been carried out, alterations have been made or numbers or lead seals have been mutilated or removed.
14.5 If it transpires that the other party has made improper assertion of defect rights, all cost incurred for investigation and additional costs will be charged.
14.6 Complete guarantee conditions only apply exclusively in The Netherlands. Guarantee conditions relating to replacement and/or repair or equipment of parts outside The Netherlands are used for costs of replacement and/or repair not exceeding the maximum amount of these costs if it were executed in The Netherlands.
14.7 By derogation from the previously stated, the following applies to ‘Used Products’ and 'B-Stock' products:
14.7.1 The offered goods have been tested by SA for proper operation.
14.7.2 The offered goods come with a 30-day warranty, starting on the date of shipment. Warranty claims must be invoked in writing before the warranty period expires.
Warranty does not include:
15.1 SA retains title to all goods it has delivered to the counterparty, until the purchase price of all these items, including future items, has been fully paid. If SA has (also) carried out activities for the other party, the ownership retention also includes any supplied goods until the other party has (also) fully paid for the executed works. Ownership retention also includes the receivables for these implemented works until the other party has paid these in full. Furthermore, the ownership retention includes the receivables, that SA should receive if the other party fails one or more of its obligations towards SA.
15.2 As long as the title to the goods has not been transferred to the other party the latter shall not be allowed to pledge the goods or give any other right in respect of the goods to third parties.
15.3 On goods delivered that have passed the title through payment by the other party and are still in possession of the other party, the other party is obliged to, in response to a request by SA, give his/her cooperation to establish a pledge as mentioned in art. 3:237 BW as additional security for claims, at variance from the rights referred to in Article 3.92 part 2 BW, may have against the other party on any legal basis whatsoever.
15.4 The other party is obliged to store the goods delivered under reservation of title with the necessary care and as the recognisable property of SA.
15.5 The other party is obliged to insure the goods, for the term of the retention of title, against fire, explosion and water damage, as well as against theft and to grant SA sight of such policies and schedules for such insurance cover at SA´s first request. All claims filed by the other party with the products’ insurers by reason of the abovementioned insurance policies shall, as soon as SA informs that it so wishes, be pledged to it by the contracting party in the manner indicated in Article 3:239 of the Civil Code, to secure SA’s claims against the other party better.
15.6 If the other party fails to fulfil his payment obligations towards SA or SA has good reason to believe that the other party will fail to meet those obligations, SA is entitled to take back all goods supplied subject to retention of title.
15.7 After repossession the other party shall be credited with the market value, to a maximum of the original purchase price, reduced by the costs of the retrieval by SA.
16.1 Payment should be made in cash upon delivery, without any discount or settlement, unless explicitly otherwise agreed on in writing. If SA has explicitly agreed on another payment method in writing than cash, then payment should be made without any discount or settlement by means of a bank transfer or wire to a bank or giro account mentioned on the invoice within a term
specified by SA, though not later than 30 days after the invoice date. The value day stated on the bank/giro account is definite and is regarded as payment date.
16.2 Every payment made by the other party primarily serves as settlement of the interest payable by her, as well as the payment of the collection expenses made by SA and is subsequently deducted from the oldest outstanding invoice, even if the other party states that it is the payment of another invoice that has been sent out later.
16.3 In cases that the other party:
If any of aforementioned situations occur, SA has the right to regard the agreement as terminated without this requiring any legal intervention, or to suspend the (further) execution of the agreement, or to immediately demand full payment of the amount payable by the other party for the services provided by SA without this requiring any warning or proof of default, without prejudice to SA’s right to compensation of costs, damages and interests.
16.4 SA is at all times entitled to ask the other party for (additional) security proving the observance of her obligations. Failing to comply with a written demand sent by SA gives SA the right to immediately claim the (outstanding) payment or annul the agreement with immediate effect without any legal intervention, without prejudice to SA’s right to compensation.
16.5 If the other party is a creditor as well as a debtor of SA and/or of one or more of the other companies of SA, then SA has the right to settle her debt.
17.1 If the payment is not made within the time specified, the other party is legally in default as of the invoice date and must pay an interest of at least 1% for each (part of a) month that the amount is due, even if an extension of payment is agreed on.
17.2 All incurred legal and non-legal expenses shall be charged to the other party, insofar as these expenses exceed the payable legal costs in accordance with legal regulations concerning legal expenses. The non-legal expenses amount to at least 15% of the, including before-mentioned interests and costs, amount payable by the other party, with a minimum of € 250,-.
18.1 SA gives advice to the best of her knowledge on the subject. SA does not accept any liability for advice given orally or in writing concerning, but not limited to, advice about third parties that should be hired by the other party and/or equipment/material that should be purchased by the other party.
18.2 Advice by SA can never release the client c.q. principal from his obligation to check the appropriateness of the objects that have to be delivered in relation to their purpose. The same applies for data with regard to the composition of objects and their applicability.
19.1 Without prejudice to the stipulations in these General Terms and Conditions, the parties are obliged, during the course of this agreement, or after the agreement has ended, to keep any confidential information they receive strictly confidential, to not in any way pass on confidential information to third parties and to solely use this information for the purpose for which it was provided. Third parties are understood to mean all persons working for the organisation of parties who do not necessarily need to be provided about this information.
19.2 In these General Terms and Conditions, confidential information is understood to mean:
19.3 The obligations of the other party with regard to confidential information do not apply for information, of which can be
demonstrated that (i) this is generally known and/or publicly accessible or (ii) if the other party was already aware of this
information in advance and if this information was not subject to any obligation to maintain confidentiality before this information was provided to her by SA.
20.1 All offers, orders and agreements of SA, as well as the execution thereof, to which these Terms and Conditions apply, shall exclusively be governed by the laws of The Netherlands.
20.2 All disputes shall first be settled by the competent court within the settlement area of SA.
20.3 The provisions of the preceding paragraph are without prejudice to SA’s right to refer the dispute to a court with jurisdiction according to the normal competency rules.
21.1 SA has at all times the right to amend and/or supplement these General Terms and Conditions.
21.2 Amendments and/or supplements shall become valid as soon as the other party has been informed about this and shall not have a retroactive effect.
21.3 If a certain stipulation in these present General Terms and Conditions should be no (longer) valid, then the other stipulations of the present general terms and conditions shall remain fully applicable. The case ensuing, the parties shall then enter into negotiations to agree upon new stipulations replacing the invalid conditions, or, as the case may be, the conditions declared invalid, whereby the purpose and the meaning of the original conditions shall be heeded as far as possible.