Terms and Conditions
1. Applicability of General Terms and Conditions:
- These conditions apply to all offers and deliveries, as well as to the execution of work, in short to all agreements concluded by us.
- Orders and assignments shall be deemed to include acknowledgement and acceptance of these terms and conditions.
- These terms and conditions mean that (general) terms and conditions of the client are not applicable, unless otherwise agreed in writing.
- All our offers are without obligation.
- The responsibility of assessing whether a product is suitable for the application lies with the client and/or user. We do not accept any liability, except in the case of gross negligence or wilful misconduct on the other hand, for any damage caused by or in connection with the use (of any kind) of the product by the client or a third party.
- We do not accept liability for any inaccuracies or imperfections in data, drawings etc. supplied to us by or on behalf of the principal for the purpose of using them in the execution of the agreement. We are not obliged to check the information or documents received from the principal or through him from third parties and may rely on their accuracy. Our client will indemnify us against any claims from third parties arising from such inaccuracies or imperfections.
- We explicitly reserve the intellectual property rights for designs produced by PyraSied on behalf of the buyer.
3. Prices and delivery
- All prices are for delivery ex factory and exclusive of packaging and VAT unless agreed otherwise in writing.
- Should circumstances arise after the acceptance of an order which affect the cost price, such as changes in import duties, taxes, prices of raw materials, etc., we shall be entitled to settle the price fluctuation with our customer.
- We are not obliged to deliver offered goods which have been removed from their delivery package by our manufacturers after our offer has been made and/or which turn out not to be manufacturable for any reason whatsoever. Nor are we liable in any way for the consequences of this for our client or third parties.
- Only the delivery time stated in our order confirmation is decisive. If the delivery time is exceeded, we shall not be obliged to pay any compensation, unless expressly agreed otherwise in writing. Nor can there be any question of compensation or indemnity for consequential losses suffered by the customer or third parties.
- An order is only binding for us in as far as it has been accepted and confirmed by us in writing and without reservation. The foregoing shall also apply to further amendments of existing agreements.
- If, after the order has been accepted, changes are made by our client or the order is fully or partially cancelled, all costs already incurred as well as the amount of our loss of profit and idle time shall be borne by our client.
- In the event of changes to quantities, the originally confirmed unit price shall no longer be binding and additional costs may be charged in connection with changes to the composition of the cost price of the product (e.g. transport costs).
- Cancellation or modification of the order on the part of the customer shall only be binding if approved by us in writing.
- In the case of customer-specific manufacture/production in our factories, we usually work in batches. It is impossible to predict whether and to what extent production will be successful. We expressly reject all liability (including for delays) in this regard. The factory usually delivers the first and second choices and the customer accepts these. The second choice plates are invoiced accordingly.
5. Product provisions
- The tolerances stated in our data sheets or in those of our suppliers apply to all semi-finished products supplied by us. On all manufactured products, the tolerances as customary in plastics apply, unless agreed otherwise in writing.
- We accept no liability for colour deviations if they do not exceed colour nuances. Since most plastics exhibit a thickness tolerance, the colour tolerance associated with the thickness tolerance is a material property and can never be a reason for refusal or notice of default etc.
6. Safeguarding against third party claims
- In case of manufacture or delivery of articles according to drawings, samples, models or other instructions in the broadest sense of the word, received by us from our client or through him from third parties, our client assumes the full guarantee that the manufacture and/or delivery of those articles does not infringe any patent, trademark or user rights or trade models or any other third-party rights, and our client indemnifies us against any claims which may be made against us.
- If a third party objects to the manufacture and/or delivery on the grounds of any alleged right, we shall be entitled, without delay and exclusively on that basis, to cease manufacture and/or delivery and/or to suspend it and to demand reimbursement of costs incurred, without prejudice to our claims for any further compensation from our principal and without ourselves being liable to pay any compensation to him.
- We are obliged to notify the client immediately of any objections we receive against the manufacture and/or delivery of the article concerned.
- Complaints concerning possible incorrect execution of orders, quality, dimensions, numbers or other characteristics of delivered goods etc. must be submitted to us in writing within eight days after receipt of the goods. Subsequent claims shall – subject to the following – not be accepted or honoured by us.
- If, due to special circumstances, our client is unable to inspect the shipment within the stipulated time, he may, upon his written request, be granted a longer time by us in writing.
- If a complaint has been lodged in time and the goods show material or manufacturing defects, we shall take care of repair or redelivery free of charge, in whole or in part (at our discretion). We shall not be obliged to assume any further obligations, in particular not to compensate any (consequential) damage.
- Even if delivered products show defects or are unusable and it is impossible/unjustifiable to expect us to deliver within the required period, we are not liable for any (consequential) damage.
- If redelivery within this period would involve costs disproportionate to the delivery, this form of redelivery may not be demanded or required from us.
- Claims arising from incorrect choices of material or product by the customer cannot be honoured by us.
- We never accept any liability for the applicability of our products.
- If, after a considerable time, a complaint is submitted by the client about the delivered goods and if this complaint is acknowledged by us, we will deduct an amount to be determined by us in relation to the period during which the delivered goods functioned and the period of use for which the product was designed and/or ordered.
- Complaints shall certainly not be considered if our client has in any way remained negligent in fulfilling his then existing obligations towards us from any agreement. Failure to fulfil the payment obligation for the product about which the complaint was made shall result in the discontinuation of the handling of the complaint. The promise to honour the complaint is the assumption of an obligation by us to the customer, which certainly does not entitle him to suspend the payment obligation and term already entered into.
- Unless otherwise agreed in writing, payment shall take place within 30 days of the invoice date, without any discount, at our office or by deposit into or transfer to our bank account.
- First delivery is always to be paid in advance or cash on delivery.
- For larger projects or projects with a long duration, partial invoices will be sent. We expressly reserve the right to halt projects if the customer does not meet the agreed deadlines, without being held liable for any damage resulting from this. We may, however, pass on to the client costs incurred, such as obsolete stock, space requirements and hours planned but not worked.
- In the event of non-compliance with the payment obligation, we are entitled to charge the generally established statutory commercial interest. The statutory commercial interest in 2015 is 8.05%.
- If the customer still has not fulfilled his obligation to us 75 days after the invoice date, we shall be obliged to make a claim. Naturally, all current orders will then be stopped and certainly nothing will be delivered. We shall then be released from all obligations towards the defaulting customer.
- If the client is in default, all judicial and extrajudicial (collection) costs shall be for his account. Our collection costs shall in any case amount to 14% of the principal sum.
9. Retention of title
- As long as our client has not made full payment, goods delivered shall remain our property until the invoice amount (if applicable, increased by the legally permitted interest) has been paid in full. In case our client does not fulfil any obligation from any agreement with us concerning the execution of work or sale of goods, we are entitled to take back the goods without any notice of default, in which case the agreement can also be dissolved without judicial intervention, without prejudice to our right to claim damages, lost profit, interest and costs.
10. Applicable law
- Dutch law shall apply to all our agreements. In case of proceedings, the court or district court in the place of our registered office shall have jurisdiction.
- These terms and conditions were filed with the Chamber of Commerce in Leeuwarden on 19/5/2015.
- The registration number of PyraSied BV is 01043736. General terms and conditions of delivery PyraSied BV
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