1. Applicability

• These general terms and conditions apply to – and form an integral part of – every offer, quotation and agreement relating to products of any nature to be supplied by DMJ Outdoor BV, established at Gildenweg (1695GD) in Blokker, registered with the Chamber of Commerce under trade number 70208484, hereinafter referred to as “user”, unless expressly agreed otherwise in writing.
  
  
• In these general terms and conditions, "the customer" means: any (legal) person who orders and/or purchases goods from or through the user.
  
  
• These conditions may only be deviated from if the parties have expressly agreed to this in writing.
  
  

1. Establishment and amendment of agreement

• All offers and quotations by user, in whatever form, are without obligation unless a term for acceptance is included in the offer. An agreement is only concluded by written (order) confirmation by user or by actual execution by user.
  
  
• All indications in offers, quotations or agreements and the appendices thereto, such as images, drawings, sizes, weights, yields and colours and in addition the properties of any provided samples are only indicative. Minor deviations are therefore not at the expense and risk of the user.
  
  
• Obvious errors or mistakes in the user's offers release the user from the obligation to perform and/or any obligations to pay damages arising therefrom, even after the agreement has been concluded.

1. Execution of the agreement

• Delivery takes place according to the applicable Incoterm: Ex Works (ex warehouse DMJ Outdoor BV), unless otherwise agreed. If the customer refuses to accept delivery at the agreed time, or is negligent in providing information or instructions necessary for delivery, the user is entitled to store the products at the expense and risk of the customer.
  
  
• Goods are deemed to have been delivered as soon as the user has informed the customer that the goods, whether or not yet to be assembled in whole or in part, are ready at the user's or at a third party's premises to be collected by the customer or to be sent on behalf of the customer. From the moment of delivery, the delivered goods are at the customer's risk.
  
  
• If the parties expressly agree that the user will arrange the transport of the products, both the costs and the risk of loss or damage during transport will be borne by the customer.
  
  
• The user always provides delivery times stated in offers, quotations, agreements or otherwise to the best of his knowledge and these times will be observed as much as possible, but they are not binding.

 

1. Prices

• All prices are in euros and exclude sales tax and other levies imposed by the government. Any special additional costs relating to the import and/or customs clearance of items to be delivered by the user to the customer are not included in the price and are therefore for the account of the customer.
  
  
• The amounts shown in the user's offers are based on the prices, rates, wages, taxes and other factors relevant to the price level that exist at the time of the offer. If one or more of the factors mentioned changes after the (order) confirmation, the user is entitled to adjust the agreed price accordingly. If a price increase is made pursuant to this provision and the increase amounts to more than 10% of the total agreed amount, the customer has the right to terminate the agreement in writing within eight days after she is or could have been aware of the price increase.

1. Payment

• Payment must always take place within 30 days after the invoice date. The customer is not entitled to offset any claim on the user with the amounts charged by the user.
  
  
• The user always has the right to invoice delivered or delivered goods per partial delivery.
  
  
• Payment is made by deposit or transfer to a bank or giro account designated by the user. The user always has the right to request security for payment or advance payment both before and after the conclusion of the agreement, such under suspension of the execution of the agreement by the user, until the security has been provided and/or the advance payment has been received by the user. If advance payment is refused, the user is entitled to terminate the agreement and the customer is liable for any damage resulting therefrom for the user.
  
  
• User is entitled to suspend the delivery of products that it has in its possession for the customer in connection with the performance of the agreed work until all payments owed by the customer to User have been paid in full.
  
  
• If payment is not made on time, the customer is in default by operation of law without a notice of default being required. From that moment on, the customer owes the user statutory commercial interest as referred to in article 6:119a BW.
  
  
• If no payment has been received after the expiry of an additional payment term set by written notice, the customer shall owe a fine equal to 10% of the principal sum owed by the customer to the user, including VAT, regardless of whether the user has had to incur extrajudicial collection costs and without prejudice to the user's right to claim damages.
  
  
• Without prejudice to the other rights of the user under this article, the customer is obliged to reimburse the user for the collection costs that the user has had to make and which go beyond sending a single formal notice or simply making an – unaccepted – settlement proposal, obtaining simple information or compiling the file in the usual manner. These costs are determined on the basis of the guidelines applicable at that time for this at courts in the Netherlands.
  
  
• The applicability of Article 6:92 of the Dutch Civil Code is excluded with regard to the penalty clause included in this article.

1. Warranty

• If the user provides the customer with a guarantee regarding the work or products delivered or to be delivered by it, it will expressly notify the customer of this in writing. In the absence of such express written notification, the customer cannot invoke the guarantee, without prejudice to its statutory rights arising from mandatory provisions.
  
  
• If a claim under the warranty by the customer is justified, the user will repair the products to be delivered - at the user's choice - or deliver them as agreed, unless this has demonstrably become pointless for the customer in the meantime. If the user informs the customer that it will proceed with repair, the customer will make the delivered products available to the user again, at its own expense and risk.
  
  
• Any warranty obligations of the user shall lapse if errors, defects or imperfections with respect to those items are the result of incorrect, careless or unskilled use or management of delivered items by the customer or third parties engaged by the customer or if they are the result of external causes such as fire or water damage, or if the customer or a third party has made or had made changes to the items delivered by the user without the user's permission.

1. Advertisements

• Any complaints about a product delivered by the user must be immediately communicated by the customer to the user in writing and with reasons. If 15 days have passed after delivery of the products, the customer can no longer make a justified complaint, unless the defect would not have been noticeable at the time of delivery during a careful and timely check. In that case, the customer must inform the user of the defect in writing and with reasons within 15 days after the defect has become known to the customer or could have become known to the customer.
  
  
• Without prior written consent, the user is not obliged to accept returns from the customer. Receipt of returns does not imply in any case acknowledgement by the user of the reason for return given by the customer. The risk with regard to returned products remains with the customer until the products have been credited by the user.
  
  
• If the customer invokes any agreed warranty scheme but this invocation subsequently proves to be unjustified, the user has the right to charge the customer for the work and costs of investigation and repair that have arisen on its side as a result of this invocation in accordance with its usual rates, with a minimum of € 100.00.

1. Retention of title

• All products to be delivered and delivered by the user shall remain the property of the user under all circumstances, as long as the customer has not paid any claim of the user, including in any case the purchase price, extrajudicial costs, interest, fines and any other claims as referred to in article 3:92, paragraph 2 of the Dutch Civil Code.
  
  
• The customer is obliged to store the products delivered under retention of title with due care and as identifiable property of the user.
  
  
• The customer is not authorised to pledge, otherwise encumber or transfer in whole or in part the products delivered under retention of title to third parties as long as ownership thereof has not been transferred to the customer, except to the extent that such transfer takes place in the exercise of the customer's usual business activities.
  
  
• If the customer fails to meet its payment obligations towards the user or if the user has good reason to fear that the customer will fail to meet those obligations, the user is entitled to take back the goods delivered under retention of title. The customer will cooperate and grant the user free access to its premises and/or buildings at all times to inspect the goods and/or to exercise the user's rights. After taking back the customer will be credited for the market value, which can in no case be higher than the original price that the customer agreed with the user, reduced by the costs that the user incurs as a result of the taking back.
  
  
• Returns will only be accepted after prior written approval from DMJ Outdoor BV. The costs and risks associated with returns are at the customer's risk.

1. Dissolution and termination

• The customer is deemed to be in default if he fails to fulfil any obligation under the agreement or fails to fulfil it in a timely manner, as well as if the customer fails to comply with a written reminder to fulfil it in full within a reasonable period.
  
  
• In the event of default by the customer, the user is entitled, without any obligation to pay damages and without prejudice to its rights, to terminate the agreement in whole or in part by means of a written notice to that effect to the customer and/or to immediately claim payment in full of any amount owed by the customer to the user and/or to invoke the retention of title.
  
  
• User is authorized to terminate the agreement with immediate effect if the customer applies for a moratorium or bankruptcy or if bankruptcy is applied for against him or if all or part of his assets are seized. All invoiced amounts will then become immediately due and payable. User will never be liable for any damages due to this termination.

1. Force majeur

• User is not liable if a shortcoming is the result of force majeure. During the period in which force majeure exists, the obligations of user are suspended. If the period in which the fulfillment of the obligations by user is not possible due to force majeure lasts longer than three months, both parties are entitled to dissolve the agreement without judicial intervention, without any obligation to pay damages in this regard.
• The term 'force majeure' as referred to in this article shall in any case be understood to mean unforeseen circumstances, including those of an economic nature, which have arisen through no fault or action of the user, such as serious disruptions to the company, forced reductions in production, strikes and lockouts, both at the user and at suppliers, war, hostilities, state of siege, mobilization, either in the Netherlands or in any other country where any establishments of the user or of suppliers are located, delays in transport or delayed or incorrect delivery of goods or materials or parts by third parties, including suppliers of the user.
  
  
• If the user has already partially fulfilled its obligations upon the occurrence of force majeure, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the customer is obliged to pay this invoice as if it concerned a separate agreement.

1. Liability
   
   

• The total liability of the user will in all cases be limited to compensation for direct damage, whereby the total amount to be paid by the user to the customer on account of any undoing obligations and compensation for damage will never exceed the amount of the agreed price for that agreement (excluding VAT).
  
  
• User is not liable for damage if and to the extent that the customer has insured himself against the damage in question or could reasonably have insured himself against it.

12. Disputes and applicable law

• If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation of that provision(s) must take place 'in the spirit' of these general terms and conditions.
• Dutch law applies to any agreement concluded with the user. Foreign legislation and treaties, including the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention), are excluded.
• Any disputes relating to or arising from this agreement shall be settled in the first instance exclusively by the competent court in the district in which the user is established at the time of concluding this agreement.