General terms and conditions

GENERAL CONDITIONS OF SALE AND DELIVERY
123flowmarker.com, LOCATED AT HOOGVLIET

Download a PDF of our terms and conditions (in Dutch) here.

Article 1 - Applicability

1.1 These general sales and delivery conditions apply to all legal relationships between 123flowmarker.com, hereinafter referred to as "123flowmarker.com" and the other party, hereinafter referred to as "the Other Party", even after the termination of a legal relationship.

1.2 The applicability of any other terms and conditions, to which the Other Party in any way may be referred, is hereby expressly rejected.

1.3 Any different conditions used by the Other Party, 123flowmarker.com only be binding if and insofar as 123flowmarker.com has agreed in writing. No rights can be derived from such deviations with respect to subsequent contractual relationships.

1.4 If 123flowmarker.com has agreed in writing to the applicability of different conditions, remain, even if it is not expressly stated, these general conditions of sale and delivery for the rest in force.

Article 2 - Offer

2.1 All offers of 123flowmarker.com are without obligation.

2.2 The information in price lists and brochures and communications of 123flowmarker.com on technical qualities, etc. of the goods of 123flowmarker.com are non-binding, unless 123flowmarker.com in its offers to the Other expressly stated otherwise.

Article 3 - Agreement

3.1 An agreement is only established by a written order confirmation of 123flowmarker.com, or by executing the order by 123flowmarker.com.

3.2 Promises by and agreements and agreements with sales staff, representatives, intermediaries of 123flowmarker.com or other employees of 123flowmarker.com not bind 123flowmarker.com, unless these agreements and commitments by under the Commercial Register representative persons of 123flowmarker.com confirmed in writing.

3.3 The content of the agreement is limited to what is agreed in writing.

3.4 The agreement is deemed to have been established at the place where 123flowmarker.com has its headquarters.

Article 4 - Amendment of the Agreement

4.1 Any or alleged inaccuracies in the order forms or order confirmations should be communicated in writing to 123flowmarker.com within 7 days after the date of the order form or order confirmation, failing which the order form or order confirmation is correct.

4.2 Mistakes, printing and / or calculation errors give 123flowmarker.com right to withdraw or change the offers of 123flowmarker.com or rectify the order form or order confirmation.

4.3 Modification of the agreement requires the written consent of 123flowmarker.com. If the Other Party wishes to amend the agreement and 123flowmarker.com agrees, then the Other Party shall be obliged to 123flowmarker.com all damages, including lost profits and all costs arising from the amendment.

Article 5 - Prices

5.1 Unless otherwise agreed in writing, all prices are exclusive of the applicable taxes, duties or other charges and excluding packaging, transportation and insurance costs.

5.2 If after the conclusion of an agreement, but before the delivery of the goods, changes occur in cost factors such as material and labor costs, freight rates, exchange rates, taxes, duties, levies, etc., then 123flowmarker.com entitled to adjust the price accordingly. 123flowmarker.com will the Other Party of any price adjustment as soon as possible in writing.

5.3 Price discounts must be agreed in writing between 123flowmarker.com and the Other Party. They expire immediately once the Other Party is in default with respect to any of its obligations under any agreement concluded between it and 123flowmarker.com.

Article 6 - Delivery

6.1 Delivery is made:

a. if the goods are collected by or on behalf of the Other Party by handing over the goods to the Other Party or the person who comes to receive them on its behalf;

b. if shipped by a professional carrier by transferring the goods to that carrier;

c. when sending by means of a means of transport of 123flowmarker.com by delivery to the home, store, warehouse of the Other Party or another designated address of delivery.

6.2 Unless the order confirmation shows otherwise, the cost of transport of the goods will be borne by the Other Party.

6.3 After delivery, the Other Party shall bear the risk of the goods in question, regardless of whether ownership has transferred to the Other Party at that time.

6.4 The Other Party is obliged to take delivery of the goods upon presentation. Goods not collected on time may be stored at the expense and risk of the Other Party. The storage costs to be reasonably determined shall be charged to the Other Party in writing by 123keuringsstickers.com and shall be immediately due and payable.

6.5 Agreed delivery times are indicative and not a deadline. 123flowmarker.com is therefore not in default by the mere exceeding thereof. If, due to circumstances not attributable to 123flowmarker.com, delay occurs, the delivery time will be extended accordingly, unless that, considering all circumstances, clearly unreasonable.

6.6 123flowmarker.com is entitled to deliver the goods in parts. The payment terms as stated in Article 7 of these conditions apply to these invoices.

6.7 The transfer of ownership of the goods is only done if the payment of the goods has taken place. Article 8 shall apply.

Article 7 - Terms of payment

7.1 Payment by the Other Party must be made on the date agreed between 123flowmarker.com and the Other Party. If no specific date for payment is agreed, payment must be made within 14 days after the invoice date.

7.2 Payment by the Other Party should only be made in the currency in which the agreed prices are expressed.

7.3 All costs in connection with incorrect or late payment shall be borne by the Other Party.

7.4 Payment by the Other Party of each obligation entered into towards 123keuringsstickers.com shall take place without discount or appeal to set-off by the Other Party. Also in case of exceeding the delivery time with regard to any order or in case of submitting a complaint, the Other Party remains obliged to make full and timely payment as referred to in article 7.1.

7.5 Payments made by the Other Party shall primarily serve to pay the amount referred to in Article 7.6, as well as the interest referred to in Article 7.7 and the judicial and extrajudicial costs referred to in Article 7.9, and shall thereafter be deducted from the oldest outstanding claims.

7.6 If the term of payment is exceeded, the Other Party will owe an amount equal to 2 percent per month on the outstanding invoice amount excluding VAT, without any reminder or notice of default being required.

7.7 Without prejudice to the provisions of Article 7.6, if the payment term is exceeded without any reminder or notice of default being required, the Other Party shall owe default interest on the outstanding amount equal to the refinancing rate ECB increased by 7% (seven percentage points) per annum and calculated from 30 days after the invoice date. 123keuringsstickers.com is authorized to charge a higher interest rate if the interest rate reasonably requires it.

7.8 In the event of delivery in parts, an invoice can be issued for each part delivered. The provisions of this article also apply in that case.

7.9 All costs of legal measures (including bailiff fees, costs of custody, litigation and attorney fees), which 123keuringsstickers.com makes as a result of the other party's failure to fulfill its payment obligations, shall be borne by the other party. 

7.10 In case of non-timely payment of an invoice by the Other Party, all payment obligations of the Other Party, regardless of the payment term and whether 123flowmarker.com in this regard has already invoiced, immediately due and payable.

7.11 As long as the other party is in default, 123flowmarker.com is entitled to orders still in order not to deliver.

7.12 In case of late payment of an invoice 123flowmarker.com has the right to require advance payment of delivered and pending goods before it proceeds to further delivery. The same right to payment before delivery has 123flowmarker.com if the invoice amount outstanding at the Other Party in its judgment is too high.

Article 8 - Ownership and Retention of Title

8.1 Notwithstanding the actual delivery and transfer of risk, 123flowmarker.com retains ownership of all its delivered and to be delivered goods, as long as the Other Party has not fully complied:

a) to all its payment obligations in respect of the aforementioned deliveries; and

b) to all claims on account of the Other Party's failure to fulfill the payment obligations referred to in (a) above.

8.2 The Other Party is not permitted to invoke its right of retention in respect of safekeeping costs incurred by it or to offset these costs against what it owes to 123keuringsstickers.com.

8.3 The Other Party is entitled to sell the goods, which are subject to retention of title, in the context of its normal business activities to third parties, if its normal business operations so require, but the Other Party is not entitled, as long as the payment of those goods by it has not been made in full, to pledge those goods to third parties or in any other way to have them serve as security for third parties. If the Other Party contrary to the above, the goods to third parties or pledged, the Other Party must transfer the funds or claims, which it obtains by sale or pledge, to 123flowmarker.com.

8.4 123flowmarker.com is always entitled to the delivered goods on the basis of the provisions of this article at the principal or its holders (or have) to retrieve. All costs associated with the retrieval of the goods will be borne by the Other Party.

8.5 In case of attachment by third parties on the goods of 123flowmarker.com, the Other Party must immediately notify these third parties on the property of 123flowmarker.com and 123flowmarker.com to inform about the attachment.

Article 9 - Security

9.1 If there is good reason for 123keuringsstickers.com to suspect that the Other Party will not strictly observe its obligations, the Other Party shall be obliged at the first request of 123keuringsstickers.com to immediately provide sufficient security in the form desired by 123keuringsstickers.com and if necessary to supplement this security for the full observance of all its obligations towards 123keuringsstickers.com.

9.2 If the Other Party does not comply with a request as referred to in 9.1 shall, without prejudice to the other rights of 123flowmarker.com, all that the Other Party owes to 123flowmarker.com on any account whatsoever, immediately due and payable and 123flowmarker.com will be entitled to immediately suspend its fulfillment of any obligation.

Article 10 - Complaints

10.1 The Other Party is obliged to examine upon delivery whether the goods meet the agreement. If this is not the case, the Other Party must within eight days after receiving the goods to 123flowmarker.com its objections. If the basis of the objection by the Other Party reasonably could not be discovered within this period, a period of eight days from the time that the ground is discovered by her, or should have been discovered. Complaints must be in writing and justified to 123flowmarker.com to be submitted.

10.2 Claims and defenses, based on the proposition that the goods do not meet the agreement, barred by lapse of one year after delivery.

10.3 Do the delivered goods do not meet the agreement is 123flowmarker.com at its option only required to deliver the missing, repair or replacement of the delivered goods.

10.4 Complaints can only be considered when full payment within the period set by 123flowmarker.com has occurred and this can be demonstrated.

Article 11 - Returns

11.1 Returns to 123flowmarker.com are at the expense and risk of the Other Party. 123flowmarker.com is entitled to late and / or manifestly unfounded returns, and returns whose costs are not paid, to refuse.

11.2 Returns are only allowed after consultation with 123flowmarker.com.

11.3 Stores 123flowmarker.com the returned goods or attracts them in any other way, this will be at the expense and risk of the Other Party. From these measures can never be derived an approval or acceptance of the return. In the event of storage, the provisions of Article 6.4 apply.

Article 12 - Liability

12.1 123flowmarker.com is not liable to the Other Party for damages of any kind, unless the damage is due to intent or gross negligence of 123flowmarker.com is attributable, or is caused by circumstances for its account.

12.2 Circumstances that are in any case not at the expense of 123flowmarker.com (this list is not exhaustive), are: conduct, except intent or gross negligence of persons, which 123flowmarker.com in the implementation of the agreement with the Other Party makes use of; unsuitability of the products, which 123flowmarker. com in the implementation of the agreement with the Other Party uses, exercise by third parties against the Other Party of one or more rights in respect of a failure of the Other Party in the performance of an agreement between the Other Party and said third parties with respect to the by 123flowmarker. com delivered goods closed agreement; strike, lockout, illness, import, export and / or transit prohibition, transport problems, failure to fulfill the obligations of suppliers of 123flowmarker.com failures in production, natural and / or nuclear disasters and war and / or threat of war.

12.3 The Other Party will in no case be able to assert any claim against 123flowmarker.com, if the Other Party fails to fulfill any obligation towards 123flowmarker.com.

12.4 The Other Party is obliged to indemnify 123flowmarker.com for all claims by third parties for damages against 123flowmarker.com regarding the implementation of any agreement entered into between 123flowmarker.com and the Other Party and is liable for all costs arising therefrom, unless there is intent or gross negligence on the part of 123flowmarker.com or on the part of its subordinates.

12.5 If 123flowmarker.com would rely on the provisions of this article, its employees may also be addressed, as if they themselves were party to the agreement between 123flowmarker.com and the Other Party.

12.6 123flowmarker.com is never liable for damages if and insofar as such damage amounts to an amount higher than the amount 123flowmarker.com under its liability insurance can claim. Furthermore, compensation under the liability for damages, without prejudice to the other provisions of these conditions, never exceed the principal amount payable for the goods.

12.7 The provisions of this article are without prejudice to the legal liability of 123flowmarker.com under mandatory provisions.

Article 13 - Warranty

Warranty obligations, including the indemnification obligation due to latent defects, rest only on 123flowmarker.com if expressly agreed in writing. If 123flowmarker.com nevertheless provides a written guarantee, the Other Party may not derive any rights from that guarantee, if it has not timely fulfilled its obligations. Any settlement against 123flowmarker.com is hereby excluded.

Article 14 - Force majeure

14.1 If the manufacturer of which 123flowmarker.com sourcing its goods, by a cause not reasonably attributable to 123flowmarker.com, despite reminders of 123flowmarker.com fails to deliver properly or on time, this applies to the other party for 123flowmarker.com as force majeure.

14.2 Furthermore, there will be force majeure if there is a failure on the part of 123flowmarker.com, which is not due to the fault of 123flowmarker.com, nor under the law, legal act or generally accepted for the account of 123flowmarker.com. 

Article 15 - Non-performance

15.1 If the Other Party in any way fails to 123flowmarker.com in the fulfillment of any obligation, as well as in case of an application for suspension of payments, obtained (temporary) suspension of payments, bankruptcy application, filing or claim, bankruptcy, liquidation or discontinuation of (part of) the business of the Other Party, 123flowmarker. com, without prejudice to its other rights and without any obligation to pay damages, authorized to terminate the agreements in whole or in part with immediate effect or (further) implementation of the agreements) to suspend.

15.2 If 123flowmarker.com on the basis of the provisions in the first paragraph of this article dissolves the agreement (s), then, without prejudice to the other rights of 123keuringsstickers.com, all that the Other Party to 123flowmarker.com on whatever account is due, immediately due and payable and 123flowmarker.com will be entitled to immediately suspend the further implementation of any contract.

15.3 If proper performance by 123flowmarker.com as a result of one or more circumstances that are not for the account of 123flowmarker.com is wholly or partially impossible, either temporarily or permanently, 123flowmarker.com has the right to terminate the agreements with the Other Party.

Article 16 - Transfer of rights and obligations

16.1 123flowmarker.com may transfer its rights under any agreement with the Other Party to third parties. 123flowmarker.com is also entitled to obligations under any agreement with the Other Party to third parties, provided 123flowmarker.com the Other Party prior notice. In this case, the Other Party has the right to terminate the agreement. 123flowmarker.com is not liable for any damages in this respect.

16.2 The Other Party may not transfer its rights and / or obligations under any agreement with 123flowmarker.com to third parties without the prior written consent of 123flowmarker.com.

Article 17 - Numbers, sizes, weights, and other data

17.1 Slight deviations in respect of sizes, weights, numbers, colors and similar data are not shortcomings.

17.2 Trade custom shall determine whether there are minor deviations.

Article 18 - Samples

If no order follows, the samples provided by 123flowmarker.com to the Other Party will be charged.

Article 19 - Conversion

19.1 If and to the extent that any provision of these General Terms and Conditions of Sale and Delivery cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous character, the provision in question shall in any event be accorded a corresponding meaning as far as possible in terms of content and purport, so that it can be invoked.

19.2 The nullity, annulment or disregard of a provision of these General Terms and Conditions of Sale and Delivery or a part thereof shall not result in the nullity, annulment or disregard of the other provisions or the remaining part of that provision, respectively.

Article 20 - Applicable law

All legal relationships between 123flowmarker.com and the Other Party is exclusively governed by Dutch law, unless the parties expressly agreed in writing the applicability of any foreign law in derogation of this provision. Application of the Uniform Laws on the international sale of movable tangible property is expressly excluded.

Article 21 - Competent court

21.1 The competent court in Rotterdam has exclusive jurisdiction to take cognizance of all disputes that may arise in connection with (the implementation of) any agreement between 123flowmarker.com and the Other Party, and all disputes regarding these general conditions of sale and delivery, unless under a mandatory provision another judge would be competent.

21.2 The choice of forum mentioned in the preceding paragraph shall not affect the right of 123flowmarker.com to summon the Other Party to appear before the court which has jurisdiction under the statutory provisions and does not apply if the dispute belongs to the jurisdiction of the district court. 

Article 22 - Dutch text prevails

The Dutch text of these Terms and Conditions prevails over translations thereof.