Delivery

Mazon B.V., Post box 2646, 6401 DC Heerlen is registered with the Chamber of Commerce and Industry in Limburg under number 14022002.

1.  Definitions
In these general terms and conditions, the following terms shall have the following meanings unless specifically indicated otherwise.
User:  Mazon B.V.
Opposing party:  the party opposite the user.

2. Applicability
a. These terms and conditions apply to all our offers and to all agreements for purchase and sale or of any other nature which are entered into with us.

b. Any deviations and / or additions to these conditions apply only if and insofar as these are explicitly made and confirmed by us in writing and apply only to the agreement for which they are made.

c. If one or more of the stipulations in these general terms and conditions are invalid or are nullified, the remaining stipulations of these general terms and conditions remain fully applicable. The user and opposing party will then enter into discussions to determine new conditions to replace the invalid and / or nullified conditions, whereby if and to the greatest extent possible, the objective and the intent of the original conditions will be taken into consideration.

d. The conditions indicated are equally applicable to all assignments with the provider for which third parties must be involved for the completion.

3. Offers and agreements
a. All offers are without obligation. Verbal and telephonic agreements, as well as non-documented discussions regarding changes or additions to these conditions are non-binding for us insofar as these are not confirmed in writing by us.

b. Purchase and sales agreements, as well as any other agreements, are entered into only after we have received written confirmation of the order or assignment from our customer, or in case of lack thereof, by the actual execution of the agreement by us.

c. Additions to / or modifications to concluded agreements must occur in writing and be signed by the parties involved. The additions or modifications are only binding after we have signed.

d. Offers from the user are based on the information supplied by the opposing party. The user ensures that, to the best of his knowledge, he has provided all the essential information required for the set-up, execution and completion of the assignment.

e. The offers created by the user are without obligation. The offers are valid for 30 days unless stated otherwise. The user is only bound to the tenders if acceptance by the opposing party is confirmed in writing within 30 days, unless indicated otherwise.

4. Prices
a. Prices are based on the material-, production- or other costs effective on the date of the offer, confirmation or agreement. The prices indicated are based on delivery ex factory, unless agreed otherwise.

b. The user retains the right to adjust pricing due to cost increases and exchange rates which occur after the offer is presented and / or the agreement is approved and to charge these to the opposing party.

c. Amounts do not include VAT.

d. The user retains the right to increase the tariff approved in the agreement up to a maximum of the inflation percentage indicated by CBS for the prior year on 1 January of each calendar year and without prior written notification.

5. Delivery
a. The delivery is to occur ex factory unless agreed otherwise. The delivery method will be determined by the user. The opposing party always carries the risk for loading and transport from the moment the goods purchased leave our company. Insurance against breakage, theft, loss or other damage during transport is to be taken out and paid for by the consumer.

b. The opposing party is required to remove the goods purchased on the date indicated by the user. In the event this does not occur, the user is authorised, should he choose, to store the goods at an external company at the cost and risk of the opposing party.

6. Delivery period
a. Delivery dates will be indicated as precisely as possible yet should never be considered as deadlines. Deliveries not made on time do not give the opposing party the right to cancel the purchase or demand damages unless the delivery is more than 2 months late and can be attributed to the user.

7. Subsequent deliveries
a. If the user does not have the goods ordered in stock, these will be noted for delivery as soon as possible. Circumstances such as delays and supply of goods as well as non-occurring deliveries may occur. However no liability can be accepted for such events.

8. Returns
a. Goods will only be accepted after approval from our side, if sent postage paid return and after prior discussion. If packaging is included with the goods and purchases, this is to be returned undamaged. Damaged packaging will be calculated in materials and wages. The opposing party, which has received the goods sent by the user, may produce evidence of any shortcomings to be charged to us at any time.

b. All complaints are to occur in writing within eight days after receipt of the goods. The user may decide to repair or replace the complaint goods. For replacement, the defective goods must be returned to the user. Incorrect storage or handling of the delivered goods is not grounds for repair or replacement.

9. Warranty
a. The warranty is always limited to the replacement, repair or compensation of the goods delivered by the user. The warranty is invalidated if there is indication of unprofessional or incorrect assembly, abnormal use or insufficient maintenance. It is also invalidated if the user is not given a reasonable amount of time to conduct an investigation into a complaint or if all details required for the investigation are not provided upon initial request.

10. Liability
a. The user accepts no liability for damages in any form under which is also understood to include loss of profits or delays existing due to shortcomings or deviations in material or execution unless there is evidence of malice or gross error by the user and according to imperative law regulations with respect to liability. The user is prepared to assign any rights to claims against the supplier to the opposing party.

b. If the user is liable for damages, the maximum amount of this liability is limited to the payment provided to the user by the insurer, the maximum of which is the invoice value.

11. Force majeure
a. Should Acts of Nature or other circumstances outside the user’s power entirely or partially prevent, aggravate or delay the completion of accepted assignments or agreements, the user retains the right to cancel such assignments or agreements or to ration or defer the obligations resulting for the user so long as such circumstances persist and including a reasonable lead time thereafter.

b. Acts of Nature with respect to these terms & conditions include (and are not limited to) the following: fire, water damage, disasters, war or threats of war, revolt, occupation, mobilisation and other war measures, governmental measures, strikes and other actions by employees or trade unions, defective machinery and interruptions, hindrance to or rationing of deliveries of raw materials and additives, energy, services, transport or import and export.

c. If, contrary to article 2, the user has agreed to a fixed price, the user will nevertheless be authorised to adjust the price due to cost increases which appear as a result from or after such circumstances arise, until the goods are delivered.

d. The user also has the right to declare force majeure if the circumstances which hinder (further) completion occur after the user should have fulfilled his obligations.

e. Parties may defer the obligations of the assignment for the period in which the force majeure persists. If this period continues for more than two months, either party is authorised to dissolve the assignment without obligation for compensation of damages to the other party.

f. In the user has partially fulfilled or may fulfil his obligations from the agreement at the time of entering force majeure, and a nominal value is accrued on the fulfilled or the respective portion to be fulfilled, the user is entitled to separately claim the portion already fulfilled or to be fulfilled. The opposing party is obliged to satisfy this claim as if it were a separate assignment.

12. Retention of title
a. All goods delivered remain the property of the user until the opposing party has made full payment on all claims, regardless of origin. The title retention also applies to the combining of goods with goods from third-parties and / or goods that have become immovable by accession yet may be removed in a simple manner and thereby can again become moveable.

b. If retention of title would not be possible, the opposing party provides the user with a silent lien on the goods combined.  C. c. In so far as applicable title law on combine goods permits, the opposing party transfers the goods to the user in title only by fact of combining. The consumer is empowered to process and sell the goods within the scope of the regular execution of his business.

d. The user is entitled to compensation without prejudice for costs, damages and interest at any time and, in the event the opposing party does not fulfil his agreed obligations, is entitled to take the goods and materials back without proof of default, wherever and in whatever state they are found.

e. If, while in the opposing party’s possession, garnishment of the goods which fall under the title retention is made by any organisation, the opposing party is to immediately inform the garnisher of the unlawfulness of this seizure. The user is also to be informed at the same time of the garnishment.

f. The opposing party is obliged to fully compensate the user for all costs associated with the removal of the garnishment which is also understood to include the costs of any legal proceedings.

g. The opposing party is neither empowered to pawn the goods which fall under the title retention nor to mortgage them in any other manner.

h. The opposing party agrees to insure the goods delivered under title retention, to maintain insurance against fire, explosion- and water damage as well as against theft and to provide the policy for inspection upon the first request.

i. Goods delivered by the user which fall under title retention may only be sold to third parties within the scope of normal business and may never be used as means of payment.

13. Payment
a. Unless agreed otherwise, payment is to be made within 30 days from the invoice date and without discount or adjustment other than that indicated.

b. If payment from the opposing party is not received on time, it will be considered in default and the user has the right to charge the opposing party, without need for injunction or lien, interest at 1% per month on the entire amount due beginning on the expiry date and for which an entire month will be calculated for a partial month without prejudice for the obligation of the buyer to immediately satisfy the entire capital plus interest and the costs indicated hereafter unless the legally permissible interest rate is greater, in which case the legally permissible interest rate will be used. 
c. Complaints with respect to invoices must occur in writing within 8 days after receipt.

d. All extrajudicial costs (including costs for drafting and sending out reminders, procedures of settlement proposals and other acts of preparing possible judicial procedures) as also the actual judicial costs will be held at buyer ’s expense.
Extrajudicial of bank recovery costs will be calculated according to “Rapport Voorwerk II”, and will be added with € 25,00 registration costs.

e. In case of liquidation, bankruptcy, seizure or suspension of payment by the opposing party, claims by the provider on the client are due on demand.

f. The user retains the right to use payments from the opposing party to first decrease costs, thereafter to decrease the interest coming due and finally to decrease the capital and current interest. The user may, without entering into default as a result, refuse an offer for payment if the opposing party designates a different order of assignment. The user can refuse full repayment of the capital if the interest coming due and current interest as well as the costs are not also satisfied.

14. Cancellation and dissolution  
a.The user is permitted to defer the completion of the obligations or to dissolve the agreement if:
- The opposing party does not or does not completely fulfil the obligations of the agreement. After entering
   into the agreement, the user learns of circumstances which offer good reason for concern that the opposing
   party will not fulfil its obligations. In case good reason exists for concern that the opposing party will only
   fulfil a portion or will inadequately fulfil the obligations, then the deferment is only permitted to the extent
   the inadequacy is justified.
-  When entering the agreement, the opposing party is requested to provide assurance for the completion 
   of the obligations committed to in the agreement and this assurance fails to occur or is insufficient.

b. Furthermore, the user is empowered to dissolve the agreement if circumstances of such nature occur which cause fulfilment of the agreement to be impossible or if the level of reasonableness and fairness can no longer be demanded as well as if circumstances of such nature occur under which the unaltered preservation of the agreement can not be reasonably expected.

c. If the agreement is dissolved, the claims by the user against the opposing party are due on demand. If the user defers the fulfilment of the obligations, he retains his rights according to the law and the agreement.

d. The user always retains the right to claim damages.
  
15. Applicable law and settlement of disputes
a. All disputes which occur as a result of an agreement with respect to the delivered goods or services for which these terms & conditions are fully or partially applicable or which result from specific agreements and in which the Magistrate is empowered in the first instance will be adjudicated by the Heerlen Magistrate and for cases in which the courts are empowered in the first instance, by the County Court of Maastricht unless a mandatory forum selection is accordance with the law.

b. Only Dutch law is applicable to all agreements for which these terms & conditions fully or partially apply or for any specific agreements.

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