General terms and conditions Import Export Trader
Art. 1: Definitions
Seller : Import Export Trader BV
Buyer : The person with whom Import Export Trader has concluded a contract of sale, and also
The person to whom Import Export Trader has made an offer.
Art. 2: Applicability
2.1
These general terms and conditions are, with the express exclusion and rejection of all purchase conditions, general terms and
or other conditions of the buyer, apply to all offers, all agreements, the conclusion
conclusion, the contents and the execution thereof, made by Import Export Trader to and/or entered into with the
buyer.
2.2
Deviations from these terms and conditions are binding on Import Export Trader only if they have been agreed upon in writing
agreed and Import Export Trader has confirmed them in writing. Agreed deviations have no
consequences for the validity of the other provisions and never apply to more than one transaction, being the transaction for which the written deviation has been agreed upon.
transaction for which the written deviation has been agreed upon. The Buyer cannot derive any
Buyer cannot derive any rights from an agreed deviation for future agreements.
2.3
These conditions also apply to all agreements with the buyer for the execution of which
third parties (should) be involved.
2.4
Import Export Trader is at all times entitled to amend these general terms and conditions.
If the acceptance by the other party (even on evidently subordinate points) deviates from the offer included in the quotation, Import Export Trader
included in the offer, Import Export Trader is not bound to it. The contract will then not be concluded in accordance
acceptance, unless Import Export Trader indicates otherwise.
2.5
The conclusion of contracts by Import Export Trader with the purchaser may be subject to an offer made by Import Export Trader.
3.5 The conclusion of contracts by Import Export Trader with the buyer may be made dependent on an investigation into the creditworthiness of the buyer to be carried out by Import Export Trader before the conclusion of the contract.
Art. 3: Goods
3.1
The goods included in the offer are purchased by the buyer on foot. The buyer buys the
goods as mentioned in the offer concerning weight, number, kind, composition and quality.
quality. The buyer buys at his own risk. Indications and statements about the condition of the goods are
are indicative and do not bind Import Export Trader.
3.2
The condition of goods is described by Import Export Trader in the offer and has the following
descriptions:
New : new
Used: A Grade: tested, working and complete
B Grade: optically complete / reasonably clean, not fully tested / scratches / dents
C Grade: not tested, condition of the good is not known, possibly incomplete.
3.3
Goods can be viewed by the buyer. The buyer can make an appointment with Import Export Trader to view the
goods.
3.4
Goods are in the state “AS-IS” which means that the goods are sold / bought in the state
as they are at the time of the offer or if buyer wishes to inspect the goods at the time of inspection.
at the time of inspection.
3.5
Import Export Trader is not responsible for the completeness of the goods, the efficient, proper, safe or durable functioning. functioning, the usefulness or economic usefulness or the compliance or non-compliance with any legal requirement thereof. regulations.
3.6
After receipt/delivery and payment, goods cannot be returned. If the goods are not picked up within this time Import Export Trader has the right to throw away the goods.
Art. 4: Prices
4.1
The prices in offers and quotations of Import Export Trader are exclusive of VAT and other government levies, unless explicitly stated otherwise.
government levies, unless explicitly stated otherwise.
4.2
Statement of prices is always made on the basis of the prices valid at the time of the agreement.
prices. If one of the cost price factors is increased after the conclusion of the contract and before its full
execution thereof, Import Export Trader is entitled to increase the agreed price. If the price
referred to here amounts to more than 10%, the buyer is entitled to dissolve the contract within eight days of the announcement of the price increase by Import Export Trader.
after the announcement of the price increase by Import Export Trader.
Art. 5: Delivery period and delivery / acceptance
5.1
Delivery times in offers/quotes of Import Export Trader are indicative and if exceeded do not give the buyer any
right to dissolution or damages, unless expressly agreed otherwise.
5.2
Delivery takes place at the business address of Import Export Trader unless explicitly indicated otherwise in writing.
5.3
If the contractor/buyer refuses to accept the goods offered by Import Export Trader forthwith
or to collect them, all resulting costs (including freight and storage costs) will be at the expense and
risk of the buyer.
5.4
Import Export Trader is entitled to deliver the goods in parts. Import Export Trader is entitled to invoice the thus delivered goods separately.
delivered separately.
5.5
If any delivery period given by Import Export Trader or agreed with the buyer is exceeded
Import Export Trader is only in default in that respect after the buyer has given Import Export Trader written notice of default and
has granted Import Export Trader a reasonable period of time to still fulfil its obligations towards the buyer and
compliance is not achieved within this period. 6.6
If the latter term is exceeded, the buyer will be entitled to dissolve the contract.
Buyer in that case has no right to compensation and no right, whether or not with judicial
Export Trader BV to carry out work, or to have work carried out, at the expense of Import Export Trader BV.
BV, unless the exceeding of the latter period is the result of
gross negligence of the Management Board of Import Export Trader and/or its executive employees.
5.7
If it transpires that the contract cannot be performed as a result of force majeure or circumstances similar to force majeure
circumstances Import Export Trader is entitled to regard the contract as dissolved at its own discretion without being
be obliged to pay any compensation and to retain the right to payment in proportion to the part of the contract that has been
executed part of the contract, or to claim that the contract be adapted in such a way that fulfilment is still possible.
so that fulfillment becomes possible.
Art. 6: Modification and cancellation
6.1
Amendment or cancellation of the contract by the buyer requires the explicit consent of Import Export Trader BV.
Should Import Export Trader agree to cancel the contract, it is entitled to invoice 20% of the
agreed amount to the buyer.
6.2
If the agreement is changed or cancelled by the buyer, then the buyer is obliged to compensate Import Export Trader BV for any financial loss resulting from that.
7.2 If the agreement is changed or cancelled by the buyer, then the buyer is obliged to compensate Import Export Trader BV for any financial loss, including loss of profit.
Art. 7 : Reservation of title
7.1
Ownership of the goods delivered is transferred to the buyer only if all the invoices issued by Import Export Trader to the buyer have been paid.
invoices issued to the buyer have been paid. Until that moment the buyer is supposed to keep the goods for Import Export Trader BV.
7.2
The goods are at the risk of the buyer from the moment of delivery or, insofar as the goods have not been
purchased, after the expiry of the delivery time.
7.3
Import Export Trader retains title to the goods delivered or to be delivered to the buyer under the contract until the buyer has fulfilled his obligations.
8.3 Import Export Trader retains title to the goods delivered or to be delivered to the buyer under the contract, until the buyer has met his payment obligations of all that which is due to Import Export Trader BV
as well as all other obligations towards Import Export Trader, including possible
claims of Import Export Trader on the buyer in connection with the buyer’s failure to fulfil his obligations towards Import Export Trader BV.
obligations towards Import Export Trader BV.
Import Export Trader is entitled, if the buyer fails to fulfil his obligations towards Import Export Trader
BV, to take back all goods delivered to the buyer. The buyer gives Import Export Trader or its designated
representative to enter his premises, warehouses, factory halls, building site, etc. for this purpose.
in this respect. All costs related to the recovery, retrieval and return of
goods subject to retention of title shall be borne by the buyer.
7.4
Buyer undertakes with respect to the goods mentioned in paragraph 3 not to perform any acts of disposal,
such as pledging, or otherwise encumber these goods or transfer them to third parties, except insofar as
buyer has at that time fulfilled all his obligations mentioned in paragraph 1.
7.5
If a third party wishes to encumber or take possession of goods belonging to the Buyer and these goods are still subject to retention of
title on behalf of Import Export Trader, then the buyer undertakes vis-à-vis Import Export Trader to inform the third party in question of that title.
such third party of that retention of title.
7.6
In case the buyer acts in violation of the obligations mentioned in this article Import Export Trader has the right to confiscate all
to remove and take back all goods it has delivered to the buyer and/or third party. Buyer is obliged
to provide Import Export Trader with all cooperation to this end, in particular by giving it or persons designated by it
access to the company or other premises used by him. The Buyer hereby gives its
for this and shall also ensure the consent of the aforementioned third party.
Article 8: Payment
8.1
Payment of the amounts invoiced to the buyer by Import Export Trader must be made before the agreed date of delivery to the account of Import Export Trader.
the agreed date of delivery in the way indicated by Import Export Trader, or in cash on delivery/picking up the goods.
delivery/pick up of the goods, unless otherwise agreed.
All terms of payment are to be regarded as deadlines, unless expressly agreed otherwise in writing.
agreed otherwise. Every right of settlement of the buyer, on whatever account and for whatever reason, is
expressly excluded. 8.2
Objections to invoices sent by Import Export Trader to the buyer do not suspend his payment obligation.
8.3
If payment has not been made by the buyer within the specified period all outstanding invoices will be due immediately without
immediately due and payable without notice of default. This is also the case if there is a situation of
suspension of payment, bankruptcy or receivership.
8.4
If the buyer fails to pay, fails to pay on time or fails to pay in full, he will be liable for the statutory
9.4 If the buyer fails to pay, fails to pay on time or fails to pay in full, he will owe the statutory (commercial) interest on the outstanding invoice amount without
full month.
8.5
If the buyer is in default in the (timely) fulfillment of its obligations, it will owe extrajudicial
9.5 If the buyer is in default in the (timely) fulfilment of his obligations he will owe extrajudicial collection costs in accordance with the above, without prejudice to the rights otherwise accruing to Import Export Trader,
such as those to damages or fulfilment.
8.6
Payments made by the buyer shall be applied respectively to settle costs due, interest and then to settle due and payable invoices.
9.6 Payments made by the buyer shall be applied respectively to settle costs due, interest and then due and payable invoices which have been outstanding the longest, even if the buyer states that the payment relates to another invoice.
relates to another invoice.
8.7
Import Export Trader is entitled to suspend the fulfilment of its obligations until the buyer has complied with all his claimable
obligations due.
Art. 9: Guarantee
9.1
Import Export Trader gives no guarantee on the goods it supplies.
9.2
If a factory guarantee applies to a product delivered by Import Export Trader, the buyer will have to settle this directly with the manufacturer concerned.
settle this directly with the manufacturer concerned, whereby the applicable rules of the manufacturer concerned apply.
apply. Whether or not the factory guarantee is granted is reserved to the manufacturer concerned.
manufacturer concerned.
Art. 10: Liability
10.1
Import Export Trader is not liable for any damage suffered or to be suffered by the buyer (or third parties), of whatever nature and/or extent, in
nature and/or extent whatsoever, connected with or resulting from the execution of the contract,
including damage to goods owned by the buyer or third parties, as well as indirect damage, including for instance
damage, including for example trading loss, consequential damage, loss of profit, missed savings and
damage due to business stagnation, unless there is intent or equivalent gross negligence on the part of Import Export Trader BV.
Import Export Trader BV.
10.2
Import Export Trader is only liable for damage suffered by the buyer insofar as this damage is covered
insurance of Import Export Trader BV.
10.3
Import Export Trader will never be liable towards the buyer for damage and/or costs, of whatever nature and/or extent, that
which are in any way connected with or result from acts, omissions, errors and/or the quality of
quality of delivered goods by third parties who have been called in by Import Export Trader in the execution of the agreement
unless that damage was partly caused by intent or equivalent gross negligence on the part of Import Export Trader.
gross negligence of Import Export Trader BV.
10.4
If and insofar as, despite the provisions in the above-mentioned paragraphs, Import Export Trader is
the buyer in whatever capacity and/or for whatever reason, this liability is
liability is limited to a maximum of the invoice amount (exclusive of turnover tax), which has been charged to the buyer for the goods
for the delivered goods in which the cause of damage is situated with a maximum of € 1.000,-.
1.000,-.
The foregoing is an exception in case of intent or equivalent gross negligence of
Import Export Trader BV. A series of connected claims/events shall be considered as one claim/event.
event.
10.5
Insofar as, in a given case, the buyer has not yet been invoiced, in the text referred to above the term
“invoice amount” is to be read as the agreed fixed price or customary rate that would be charged to the buyer for the delivered goods.
would be charged for the goods delivered or to be delivered, in which the cause of the
damage is located.
Art. 11: Indemnification
The buyer indemnifies Import Export Trader against all claims of third parties concerning damage in connection with the goods supplied/concluded by
Import Export Trader, unless it has been legally established that these claims are the result of
claims are the result of intent or equivalent gross negligence on the part of Import Export Trader and the buyer moreover shows that
moreover the buyer demonstrates that he cannot be blamed in any way.
Art. 12: Force majeure
12.1
Force majeure means a shortcoming which cannot be attributed to Import Export Trader.
This includes in any case a shortcoming as a consequence of: a. stagnation in the supply by the supplier(s) of Import Export Trader.
supplier(s) of Import Export Trader BV; b. serious business interruptions at Import Export Trader BV; c. Transport stagnation; d.
Government measures, including import and export bans and import and export restrictions.
12.2
In case of permanent force majeure Import Export Trader is entitled to dissolve the contract with the buyer out of court
by written declaration without judicial intervention. Import Export Trader will not be
liable towards the buyer for any damage suffered by the buyer, of whatever nature and extent.
whatsoever.
12.3
In the event of temporary force majeure, Import Export Trader is entitled to extend the periods within which the contract must be
13.3 In the event of temporary force majeure Import Export Trader is entitled to extend the periods within which the contract must be executed by the time during which the temporary impediment applies or to dissolve the contract in
contract in whole or in part, whereby in the event of suspension and/or full or partial dissolution the buyer is not
partial dissolution, the Buyer shall not be entitled to any damages. If said hindrance lasts longer than one
month, the buyer may demand (partial) dissolution of the agreement, without the buyer being entitled
to compensation for damages, such without prejudice to the (payment) obligations of the buyer with regard to the work already carried out by Import Export Trader.
part of the contract already fulfilled by Import Export Trader.
12.4
If Import Export Trader has already partly fulfilled its obligations when the force majeure occurs or is
can only partially fulfil its obligations, Import Export Trader is entitled to fulfil the part of the contract already performed,
respectively the part of the agreement to be performed, to be invoiced separately.
Art. 13: Dissolution, damages and lapse
13.1
If the buyer fails to fulfil one or more of his obligations (including payment obligations) towards Import Export Trader,
not in time or not properly fulfilled, Import Export Trader is entitled – without prejudice to all other rights accruing to Import Export Trader BV – to fulfil its obligations towards the buyer.
to suspend the fulfilment of its obligations towards the buyer until the buyer has fully met his obligations towards Import Export Trader BV.
has as yet fully complied with its obligations towards Import Export Trader.
13.2
Import Export Trader BV has, in addition to all other rights to which it is entitled, the right to dissolve the contract concluded with the buyer without (further) notification.
contract concluded with the buyer, without (further) prior notice of default or judicial intervention, by means of a written
written out-of-court statement, wholly or partially, without prejudice to the right to compensation of
compensation for costs, damages and interest, if:
a. there is permanent force majeure as referred to in article 14 of these general terms and conditions;
b. buyer does not, does not timely or does not properly comply with one of the obligations under the agreement;
c. the Buyer applies for a moratorium or is granted a (provisional) moratorium; d. the Buyer fails to fulfil any of the obligations
granted;
d. the bankruptcy of the buyer is applied for or the buyer himself files for bankruptcy
e. the buyer offers its creditors a (private) composition or (for this purpose) calls a meeting of
creditors or if application is made or granted with regard to the Buyer under the Dutch
the Debt Rescheduling (Natural Persons) Act;
f. a prejudgment attachment or attachment under execution is levied against the Buyer;
g. the Buyer is a legal entity and the legal entity is dissolved, liquidated and/or the Buyer’s business activities are actually carried on.
business activities of the purchaser are actually discontinued or moved to a location outside the Netherlands
or, if the purchaser is a natural person, the purchaser dies or is no longer able to run his business
is no longer able to conduct his business;
h. other circumstances arise which endanger Import Export Trader’s possibilities of recourse.
of Import Export Trader.
All this
-applies without Import Export Trader being under any obligation to pay damages.
-In that case Import Export Trader is entitled to remove and take back all goods it has delivered.
take back.
-The buyer is obliged to give Import Export Trader all cooperation to this end, in particular by allowing Import Export Trader or persons designated by it access to the company or premises.
persons appointed by it access to the company or other premises used by it.
by him. The Buyer hereby grants permission for this in advance.
– The costs of taking back, storing and selling these goods shall be borne by the Buyer.
Import Export Trader is entitled either to keep the goods in its custody until the buyer has fulfilled his obligations, including
including interest, costs and compensation, or to sell the goods to third parties, in which case the net
third parties, in which case the net proceeds shall be deducted from the total amount owed by the buyer.
due.
– In the event the contract is dissolved Import Export Trader is entitled to compensation by
buyer of the financial loss suffered by it, unless the dissolution is the result of default or
force majeure on the part of Import Export Trader BV.
Import Export Trader will only be in default if it has received a written notice of default from the buyer in which it
in which it is given a reasonable period in order to fulfil its obligations and
and it fails to fulfil them within this period.
– Without prejudice to the foregoing provisions, the Buyer’s claims lapse one
years after they have arisen.
Art. 14: Export / Import
Certain Products sold by Import Trader and related technology are subject to the
export control laws of the United States, the European Union and/or other countries, with the exception
of boycott laws (“Export Laws”). Customer shall comply with such Export Laws and obtain any required
license or title to transfer, export, re-export or import the Products and
related technology. Customer shall not export or
re-export to countries or entities where such export or re-export is prohibited, including
those countries or entities that are subject to a United States, European Union or other
sanctioned or embargoed. Customer shall not use the Products and related
technology with respect to chemical, biological or nuclear weapons,
missile systems (including ballistic missile systems, space launch vehicles and sounding rockets) or
unmanned aerial vehicles capable of performing the same, or for the development of
weapons of mass destruction.
Art. 15: Applicable law/competent court
15.1
On all legal relations between Import Export Trader and buyer, including offers, quotations and agreements
and agreements are governed by Dutch law. The United Nations Convention on
international sales contracts relating to movable property concluded in Vienna does not apply.
applicable.
15.2
Notwithstanding the statutory rules for the competence of the civil court, any dispute between
between the parties, in the event that the Court has jurisdiction, shall be settled by the
District Court of North Brabant. Import Export Trader shall however remain entitled to summon the other party
to summon the other party before the competent court according to the law or the applicable treaty or to submit the dispute to
arbitration.
8. Right of withdrawal for private persons
8.1 When purchasing a product, the Customer has the possibility of dissolving the Agreement without giving reasons for fourteen (14) days after receipt of the product in question. If the Customer wishes to exercise his right of withdrawal, it is therefore sufficient that he returns the product in question to Import Export Trader B.V. in good time, i.e. within 14 days of receipt.
8.2 During the period of the right of withdrawal as referred to in article 8.1 the Client will handle the product and its packaging with care. If he exercises his right of withdrawal, he will return the product, all accessories thereto and parts thereof complete and undamaged, as new in the original and undamaged packaging to Import Export Trader B.V Computers,in accordance with the instructions provided by Import Export Trader B.V Computers, as indicated on the return form. After receipt, Import Export Trader B.V Computers will check whether the customer is entitled to gift voucher. New products must be returned unopened/unused. Used products must be returned in their current state. Of course unused and undamaged. For new products that differ from new condition, we are forced to charge 30%. Used products returned within 7 days we charge 10 %. After 7 days to 14 days we charge 20 %. The amount charged will be used to uninstall and reinstall the software + administration costs. Shipping costs are for the buyer. Specially customized PCs and or Laptops cannot be taken back, and are not entitled to a reflection period. However, one does have the right to offer the product to us.
8.3 Always excluded from this right of withdrawal are (i) audio and video recordings, software products and other similar products whose seal has been broken, (ii) opened consumables such as cartridges, toners and cleaning fluids and (iii) hygienic products.
8.4 If the Customer has exercised the right of withdrawal as stated in Article 8.1 in a timely manner and has also complied with the provisions of Article 8.2 and it does not concern a product as referred to in Article 8.3, Import Export Trader B.V Computers will ensure repayment within thirty (30) days of the amount paid by the Customer to Import Export Trader B.V Computers.
8.5 The costs of returning the product shall be borne by the Customer.
Our company details are : Unsere Firma Name sind :
Import Export Trader BV
De Greefstraat 15
5622 GJ Eindhoven
KVK 78566991
Vestigingsnr. 00003969405