General sale and payment conditions for the private limited liability company Paruzzi BV at Yerseke in The Netherlands.
These general sales and payment conditions have been translated from the lawful Dutch language terms and conditions and are not legally valid in the English version. The actual and lawful Dutch terms and conditions can be accessed here.
The private limited liability company Paruzzi BV is hereafter referred to as the "vendor".
Article 1. Application of conditions
1/1. The below conditions apply to all agreements undergone by the vendor. That is to say that the conditions apply to contracts and agreements entered by the vendor, regarding the sale and delivery, production and assembly, repairs and maintenance, of motorcars, auto-parts and accessories and furthermore regarding the rendered services.
1/2. When referring to the "buyer" in these general terms and condition, it applies to all ordinary or official persons, that undergo an agreement or contact with the vendor, as the party that makes the purchase or the use of services offered by the vendor
1/3. When referring to the "client" in these general terms and conditions, it applies to all ordinary or official persons, that reach an agreement or contact with the vendor, as the party that gives the assignment for the purchase of articles or the use of services offered by the vendor.
1/4. Any exception to the terms and conditions are valid only when the exceptions are agreed upon in a written contract or statement.
1/5. In case the buyer or the client refers to his/her own terms and conditions, these shall not be considered as valid. The only exception to this is when the vendor has specifically requested or permitted the application of an exception, which however may not violate the general conditions of the vendor.
1/6. When these terms and conditions are referred to, they relate to any form of services of the vendor, what so ever.
Article 2. Offers
2/1. Any and all quotations given by the vendor shall be considered as an invitation towards the making of an offer. They shall not bind the vendor to any obligations, except in case of a written quotation that explicitly states otherwise. All quotation forwarded by the vendor are done on the basis of prices and specifications that are in affect at that moment.
2/2 The assignment or order given to the vendor by the buyer or client, is an offer that the vendor confirms in writing, by means of an invoice or by other medium, making it known to the buyer or client that an assignment or order has been placed
2/3. All article offers are made with the reservation that the articles are available to the vendor. Even after an agreement has been made, in case the vendor fails to supply a certain article due to the unavailability of the article or due to other legal reasons, the vendor shall have the right to supply the buyer or client with an alternative article, the quality and price of which shall equal the article that was agreed upon, or otherwise the vendor may terminate the agreement and refund whatever payment that may have been made in advance.
Article 3. The presence of an agreement / contract
3/1. Any verbal agreement or statement is considered to be an official contract, as soon as the vendor confirms the agreement or the order that has been given to the vendor, or when the vendor engages in the execution of the order that has been given by the buyer or the client.
3/2. All pictures, illustrations, figures, descriptions, specifications and other information delivered by the vendor are done with utmost care and precision, but do not bind the vendor to any obligations. During delivery, minor variations are to be accepted. In case the delivered article does not match the ordered article, both the vendor and the buyer or client have the right to terminate the contract within a period of 7 days.
3/3. All prices are including BTW (VAT), unless it is otherwise agreed upon in writing. In case there was no price decided at the moment when the agreement was made, the price that applies at the moment of the delivery shall be considered as the valid price.
3/4. In case of any changes in the agreed price, due to changes in factory or importer prices, or due to the exchange rate, the vendor holds the right to pass on the changes to the buyer or client without prior consent. The buyer or client has the right to terminate the contract within 3 months after placing the order, in case of price increase. This termination must take place in writing, within 7 days after the buyer or client has been informed of the price increase.
Article 4. Delivery
4/1. The delivery time that has been agreed upon by the vendor may never be taken strictly, unless it has been specifically entered into the contract. In case the vendor does not deliver on time, the buyer or client is required to make his/her complaint known in writing.
4/2. The agreed upon period commences from the moment the agreement is made, but only when all the article and information regarding delivery or repair are available to the vendor at that moment.
4/3. In case of circumstance under which the vendor fails to deliver articles or services to the buyer or client, the delivery period is extended with the time that to the vendor is provided by his supplier. In case the said delivery time is exceeded by more than 3 months, the buyer or client has the right to terminate the contract, though in writing.
4/4. Delivery time may be extended for as long as the buyer or client has not made the necessary payments.
4/5. The delivery of articles or services take place at the premises of the vendor, unless it is otherwise agreed upon in writing.
4/6. In case the delivery of articles or services takes place at another location than at the premises of the vendor upon the request of the buyer or the client, all extra costs relating to the change of location are to be borne by the buyer or client.
4/7. The buyer or client bears the risk of all articles delivered to him/her, from the moment that the articles have been delivered. Negligence to collect articles or services on part of the buyer or client, do not eradicate the obligation of the buyer or client to make the contracted payment.
4/8. Should the buyer fail to collect the ordered articles, despite having been informed officially of the articles to be collected, the vendor holds the right to either propose another day for the collection or to terminate the entire agreement or that part of the agreement that had not yet been executed, without prior notice to the buyer or client and without the involvement of the court or other legal parties. In this case the buyer or client has no right to claim damages.
Article 5. Repairs and maintenance
5/1. The client may wish to inquire about the costs and the time duration for articles or services to be rendered to him by the vendor. The client is informed of the prices at the moment of the agreement. In case there is an increase of more than 10% in the agreed price or in case an increase in the agreed price is expected, the vendor is obliged to contact the client to inform him/her of the increase. In that case the client has the right to terminate the agreement without being held responsible for the services that the vendor may already have rendered.
5/2. A receipt is sent to the buyer or client specifying the rendered services.
5/3. In case the client does not collect the ordered articles within a period of 3 weeks after the articles have arrived at the premises of the vendor, so as to be collected by the client, the vendor holds the right to charge the client its standard storage fee.
5/4. The vendor holds the right to charge the buyer or client, the official retention right, in case the client fails to make payment, partly or totally, for the articles or services delivered by the vendor, unless the buyer or client is able to give alternative assurances.
Article 6. Payment
6/1. All due payments are made in Dutch currency, whether it refers to cash payment during delivery, advance payment or payment by bank onto a bank account number given by the vendor, within 14 days after the receipt date.
6/2. The buyer or client is in violation of the agreement from the moment that he/she fails to fulfill his/her obligation to make the agreed payments on time, without that the vendor is required to bring this to the notice of the buyer or client. In this case the vendor has the right to charge the buyer or client, the official legal rent commencing from the date of expiry of the payment. This rent is valid without that the buyer or client is informed of it in advance.
6/3. In case the buyer or client fail to make the contracted payment, all costs undergone by the vendor with regards to legal actions or with regards to the collection of the due payments, shall be borne by the buyer or client. These legal costs are to have a minimum of 15% of the total contracted sum with a further minimum of € 23,00, unabated to charge by the rest of the legal costs as in ex art. 6:96 part 2 sub c from the (Dutch) Civil Code
Article 7. Incapacitation
7/1. If in case of circumstances beyond the control of the vendor, and not to be blamed on the vendor, the vendor fails to carry out its obligations towards the buyer or the client, the vendor may extend the duration of the agreed delivery or services, by as long as the circumstances prevail. In that case the client or the buyer has the right to terminate the contract, if it is reasonable to expect that the buyer or client cannot continue to wait for the circumstances of the vendor to reach an end.
7/2. If in case of the circumstance as mentioned in article 7/1, the circumstances of the vendor continue to prevail and continue to hinder the vendor from carrying out its obligations, both parties have the right to terminate the agreement, as long as no services have been rendered till that moment.
7/3. Among the circumstances mentioned here above, reference is made to matters such as war, riots, molestation, fire, water damage, flood, labor strike, company occupy, exclusion, in and export obstructions , government measures, machine breakdown, malfunction, power failure, and the failure on part of the vendor's own supplier to make delivery.
7/4. In case of the above mentioned circumstance, the buyer or client may not hold the vendor responsible for any damages of any form.
Article 8. Assurance
8/1. The vendor is authorized to expect from the buyer or client that he/she shall carry out his/her obligations even when it has been agreed upon in the contract.
8/2. In case the vendor fails to obtain the required assurances from the buyer or client, with regards to the fulfillment of the agreement, the vendor holds the right to terminate the contract without being required to take legal actions prior to the termination.
Article 9. Liability
9/1. In case the vendor fails to fulfill its part of the agreement with regards to delivery or services, the buyer or client shall not hold the vendor responsible for any form of damages, direct or indirect, caused to the company or property or personnel of the buyer or client, or to their company profits, nor due to company stagnation. In case of claims, a damage sum may not exceed the sum that was entered in the order, to which the damage is related.
9/2. The buyer or client may not hold the vendor responsible for any damages that a third party may undergo in relation to the agreement or procedures undergone between the buyer or client and the vendor.
Article 10. Ownership reservations
10/1. As long as the buyer or client has not made the contracted payment, be it partly or wholly, all articles delivered to the buyer or client remain the property of the vendor.
10/2. The buyer or client does not have the right to re-sell, to pawn, to pass over to another party, any articles that have been delivered to him/her, as long as these articles have not fully been paid for.
10/3. As long as the delivered articles have not fully been paid for, the buyer or client is obliged to have the said articles insured against all risks.
Article 11. Return rights
11/1. The buyer or client has the right to return articles to the vendor along with a copy of the purchase receipt and giving the reason of the return, within a period of 14 days. This right is not valid when it conflicts with article 11/2, and does not apply to articles that have been damaged. The returned articles should be stamped sufficiently. The risk of sending articles back to the vendor is that of the buyer or client. In case the articles are returned unused, undamaged and sufficiently stamped, the vendor refunds the payment, excluding sending costs, as soon as possible within a period of 30 days, from the moment the articles are received, or otherwise sends a crediting invoice that may be balanced with other open invoices or payments to be made in the future.
11/2. Excluded from the articles that may be returned are: books, all electronic components of which the packing has been opened, and all articles that are not included in the standard assortment of the vendor.
Article 12. Guarantee
12/1. The vendor gives guarantee that the articles delivered are not defective, or have flaws that affect the value or hinder the normal use of the articles.
12/2. The buyer or client has the right of guarantee from the factory that makes the delivery. The buyer or client must check the bought articles within 14 days and in case of defective articles, make claims promptly. In case of hidden defects, the buyer or client must make the defect know to the vendor as soon as he encounters this defect. Claims must be made using a short description of the encountered defect and a copy of the purchase receipt.
12/3. In case of defective articles, the buyer or client has the right to have the articles replaced or repaired free of cost. In case repairs cannot be made on the articles, nor can the articles be replaced, the buyer or client has the right to terminate the contract.
Article 13. Claims
13/1. All complaints must be made clearly and in writing to the vendor within 14 days of the delivery, whereby the nature and the origin of the complaint is clearly mentioned, together with the delivery date and the purchase receipt number.
13/2. Articles may be returned to the vendor within a period of 14 days after delivery. This does not imply that the complaint is legitimate. Articles may only be returned to the vendor in their original packing and at the cost and risk of the buyer or client.
13/3. As long as articles have not been returned but are registered by the vendor as sold, or the complaint has been accepted by the vendor, the obligation on part of the buyer or client to make the payment remains in force.
Article 14. Applicable law
14/1. All services rendered by the vendor and all agreements made by the vendor are subjected to the Dutch law.
Article 15. Dispute settlement
15/1. Any dispute of any nature that arises from the agreement entered by the vendor and from the delivered articles, repairs and services, is to be taken up by courts or other legal authorities in the district of the vendor, being Yerseke in Reimerswaal in The Netherlands.
Article 16. Registration
16/1. These general terms and conditions have been registered at the chambers of commerce in Middelburg and came into force on 15-07-2010. These conditions have priority over any and all other general conditions of the vendor that may have existed before the said date.