Terms and Conditions
TERMS AND CONDITIONS
DELIVERY AND PAYMENT CONDITIONS OF THE PRIVATE COMPANY WITH LIMITED LIABILITY LIO LEATHERWORKS B.V. LOCATED AND OFFICE IN SPRANG-CAPELLE
Art. 1. Applicability
1. These delivery and payment conditions apply to all offers from, agreements with, deliveries of and work performed by Lio Leatherworks B.V. (trade name: Lioné Leatherworks), hereinafter referred to as Lioné Leatherworks. Deviating terms, agreements or arrangements only apply if and insofar as they are confirmed in writing by Lioné Leatherworks. If a provision of these conditions only applies to consumers or only to non-consumers, this will be stated.
2. By entering into an agreement with Lioné Leatherworks, the other party waives any conditions it may apply, however named, so that only the conditions applied by Lioné Leatherworks apply to all agreements.
3. If the other party is a consumer who agrees on an adjustment to these conditions with Lioné Leatherworks, he is encouraged to confirm this adjustment in writing to avoid misunderstandings about the expectations of the parties.
4. Every order for products is regarded as an offer from the other party to purchase products subject to these conditions.
Art. 2. General
1. In these general terms and conditions, "the other party" means: any legal or natural person who has concluded or wishes to conclude an agreement with Lioné Leatherworks.
Consumer means a natural person not acting in the exercise of a profession or business and non-consumer means any legal or natural person acting in the exercise of his profession or business.
2. Changes to an agreement, which would cause adverse consequences for Lioné Leatherworks, and cancellation of an agreement, are non-binding without the permission of Lioné Leatherworks, except as this could be required by law or to the extent herein by the conditions are provided
3. Stipulations on the basis of which Lioné Leatherworks assumes a delivery obligation without the other party committing to purchase the goods in question, or on the basis of which the quantity and/or price of the goods to be delivered or to be purchased is are subject to a reservation, are non-binding.
Art. 3. Offers and quotations
1. All offers and quotations made by Lioné Leatherworks, where the contrary is not expressly stated, are entirely without obligation. Sending quotations, in any form, does not oblige Lioné Leatherworks to deliver.
2. Lioné Leatherworks has the right to refuse an assignment without giving reasons.
Art. 4. Conclusion of the agreement
1. Lioné Leatherworks is only bound to its written offers and to orders given to Lioné Leatherworks by the other party when Lioné Leatherworks has confirmed acceptance in writing.
2. Additional agreements, changes and/or commitments made later and in deviation from paragraph 1, either verbally or in writing, made by persons who are not statutorily authorized or those who do not have power of attorney on the basis of power of attorney/mandate, are not binding. , unless these are confirmed in writing by Lioné Leatherworks and the other party.
3. If, in the opinion of Lioné Leatherworks, the other party appears not to be sufficiently creditworthy to fulfill the agreement, Lioné Leatherworks is entitled to suspend all its contractual obligations, without prejudice to the obligations owed to Lioné Leatherworks under the law or these conditions. due rights.
4. Consumers have the right to unilaterally terminate the purchase agreement without giving reasons within 7 working days after receipt of the product. In that case, Lioné Leatherworks has the right to require written confirmation of this from the consumer.
Art. 5. Prices and Rates
1. All quotations made by Lioné Leatherworks are without obligation and subject to price changes, unless expressly stated otherwise.
2. Lioné Leatherworks prices are based on (cost) price-determining factors applicable on the day the agreement is concluded. If any increase in the (cost) price-determining factors occurs before delivery or, if delivery is made in instalments, during delivery, Lioné Leatherworks has the right to charge a proportionate increase to the other party.
3. The prices stated by Lioné Leatherworks are always exclusive of VAT, import duties, other taxes, levies and duties, unless expressly stated otherwise. Lioné Leatherworks is entitled to pass on any changes in these rates to the other party.
4. In the case of a consumer purchase, the price and other costs, including transport, are made clear stated in the quotation, and/or order confirmation and in the invoice.
5. If the other party is a consumer, that consumer is entitled to terminate the agreement if the price increase takes place within three months after concluding the agreement.
Art. 6. Delivery
1. Delivery is made to the other party's home or warehouse unless expressly agreed otherwise in writing. For shipments with an invoice value of less than €450, non-consumers will be charged a surcharge for handling costs and freight. Special packaging and/or packaging desired by the other party will also be charged extra. The method of shipment and the means of transport to the other party are at the discretion of Lioné Leatherworks.
2. Delivery is deemed to have taken place when the goods to be delivered leave the Lioné Leatherworks warehouse. From the moment of delivery, the goods are at the risk of the other party. When delivered to consumers, the risk passes to the consumer from the moment of delivery of the product(s).
3. All delivery times stated by Lioné Leatherworks are only approximate and never binding. The specified delivery period is not fatal, unless expressly agreed otherwise. If the delivery time is exceeded by more than 30 days other than due to force majeure, the other party is entitled to give Lioné Leatherworks a reasonable period in writing to deliver. If delivery is not made within that period, the other party is entitled to cancel the order, without any claim for compensation.
4. Until the moment of delivery, consumers are entitled to unilaterally terminate the agreement if delivery has not taken place within 30 days after the agreed delivery date, without any claim for compensation. If this authority is used, the consumer must notify Lioné Leatherworks in writing before delivery.
Art. 7. Storage
1. The other party is obliged to take delivery of the purchased item within the agreed period.
If the other party does not accept the goods before the delivery period has expired and/or the other party refuses the goods, Lioné Leatherworks has the right to declare the agreement dissolved without prior notice of default, insofar as it has not yet been executed. , without prejudice to the right of Lioné Leatherworks to claim full compensation for the damage suffered. The damage suffered is set at at least 50% of the sales price of the portion not purchased. If the other party is a consumer, Lioné Leatherworks remains entitled to the full sales price.
2. If desired, Lioné Leatherworks can choose to store the goods in its warehouse or elsewhere at the expense and risk of the other party, including the risk of quality reduction. By such storage the goods are deemed to have been delivered. The other party must be notified in writing of this storage immediately, upon submission of the invoice for delivery.
Art. 8. Force majeure
1. In the event of force majeure, both permanent and temporary, Lioné Leatherworks is entitled to cancel or temporarily suspend the agreement in whole or in part without the other party and/or third parties being able to claim performance and/or compensation. assert. Force majeure includes, but is not limited to: danger of war, war, rebellion, molestation, strikes, boycott, business disruption, disruptions in traffic or transport, in (data) networks, government measures, scarcity of raw materials, nature -disasters, fire, atomic reactions, machine breakdown and other circumstances under which full or partial compliance with the agreement cannot reasonably and fairly be expected from Lioné Leatherworks.
2. If force majeure occurs while the agreement has already been partially executed by Lioné Leatherworks, or can only partially fulfill its obligations, Lioné Leatherworks is entitled to invoice separately for the part already delivered or the deliverable part and the other party is obliged to pay this invoice. as if it were a separate contract.
Art. 9. Liability
Lioné Leatherworks is not liable for any direct or indirect damage that may arise for the other party or for third parties as a result of the use of Lioné Leatherworks products, unless the applicable legal regulations and/or the present conditions expressly provide otherwise. in which case the liability of Lioné Leatherworks towards;
- the other party who is not a consumer is limited to compensating direct damage, not being business damage, lost profits or other consequential damage, of the other party with a maximum of € 5,000 per event and a third party, insofar as the claim liability of Lioné Leatherworks towards this third party would go further than the liability of Lioné Leatherworks towards the other party, limited to compensating the damage suffered by this third party, as if the damage had been suffered by the other party and indemnifies the other party Lioné Leatherworks for more.
-the other party consumer is in all cases limited with regard to damage to goods to an amount not exceeding the invoice value of the part of the agreement from which the liability arises.
Art. 10. Complaints/non-conformity
1. Complaints should be understood to mean all grievances of the other party with regard to the quality of a delivery, other than deviations with regard to the technical implementation and the model that are permitted to the manufacturer and Lioné Leatherworks, insofar as this affects the value of the delivered goods are not adversely affected.
2. The other party is obliged to check the delivered goods, including the packaging, immediately upon delivery for shortages and/or damage, or to carry out this check after notification from Lioné Leatherworks that the goods are available to the other party.
3. Any identified shortages and/or damage must be stated by the other party, non-consumer, on the invoice/waybill upon delivery, failing which the other party will be deemed to have accepted the delivered goods. Complaints in this regard will then no longer be processed.
4. Complaints by non-consumers can only be asserted if they are submitted in writing and the advertising advice, which must contain a description of the complaint, is in the possession of Lioné Leatherworks within 8 days after delivery, without prejudice to the provisions in the following paragraphs.
Customers are obliged to inform Lioné Leatherworks within a reasonable time after discovery of the non-conformity, visible deviations from the order confirmation.
5. In the event of a justified complaint, Lioné Leatherworks is obliged to replace the complained of goods as soon as possible, without Lioné Leatherworks being liable for the damage suffered. No complaints can be made that are a result of incorrect and incomplete data provided by the other party.
6. Submitting a complaint does not suspend the other party's payment obligation with regard to the goods in dispute.
7. Complaints can only be returned if Lioné Leatherworks agrees.
The costs and risk associated with sending goods carriage paid to the address designated by Lioné Leatherworks are for the other party. The costs and risks associated with resending to the other party are for Lioné Leatherworks.
Art. 11. Warranty
1. Lioné Leatherworks guarantees the soundness and quality of the goods delivered and/or processed by it, taking into account what is stated elsewhere in these conditions.
2. A guarantee for goods purchased elsewhere by Lioné Leatherworks is only given if and insofar as the relevant manufacturer/supplier provides a guarantee.
3. Warranty claims only include repairing or having repaired any construction and/or manufacturing defects. All damage, both direct and indirect, caused by the improper functioning of the goods supplied by Lioné Leatherworks is not covered by the warranty, unless the damage is the result of intent or gross negligence on the part of Lioné Leatherworks.
4. Warranty claims will not be recognized if the manufacturer's instructions have not been followed when using the item, if the delivered item is used for purposes other than normal or has been improperly treated, used or maintained.
5. Repairs or changes to the delivered goods by the other party without consultation with or written permission from Lioné Leatherworks will void any warranty claim.
6. If the other party does not fulfill its obligation(s), Lioné Leatherworks will also be released from its (warranty) obligation(s).
Art 12. Repair
1. Repair of the goods delivered by Lioné Leatherworks will be carried out in accordance with the provisions elsewhere in these conditions and will be carried out to the best of our ability and knowledge.
2. Lioné Leatherworks is not liable for theft, loss or damage of goods submitted for repair, unless Lioné Leatherworks can be blamed for intent or gross negligence.
3. If it has been agreed with the other party that the repaired goods would be collected by the other party and he, after repeated written notification that the goods are ready, violates this obligation, Lioné Leatherworks is entitled to sell the goods.
Art. 13. Payment
1. All payments must be made in cash upon delivery or within 30 days after the invoice date into a bank or giro account designated by Lioné Leatherworks, with the exception of the other party being a consumer. In that case, payment in advance must be made at the time stated on the order confirmation into a bank or giro account designated by Lioné Leatherworks. The order will only be processed afterwards.
2. When paying by giro or bank, the date of payment is the day of crediting the giro or bank account of Lioné Leatherworks.
3. Lioné Leatherworks is not obliged to inform the other party in advance of the expiry of a payment term or to send him account statements and the like, unless otherwise agreed.
4. After the payment term has expired, the other party is legally in default. From the date that the other party is in default (due date of the invoice), Lioné Leatherworks is entitled to make a claim without further notice of default, - in the case of a consumer, after a reminder with a payment term of 14 days has been issued and no payment has been made, - to incur interest and extrajudicial costs in accordance with the provisions below:
5. Interest; Lioné Leatherworks is entitled to charge interest on the overdue amounts at a rate of 1.5% per month, for each month or part thereof, starting from the due date (being 30 days after the invoice date).
6. Extrajudicial collection costs;
All costs related to the collection, including both judicial and extrajudicial collection costs, are borne by the other party.
If the other party is a consumer, the extrajudicial collection costs will be calculated in accordance with the "Reimbursement of Extrajudicial Collection Costs Decree", as referred to in Article 6.96 paragraph 4 of the Dutch Civil Code.
If the other party is a legal entity or a natural person acting in the exercise of a business profession, the extrajudicial costs amount to 15% of the principal amount due with a minimum of € 40, without prejudice to the right of Lioné Leatherworks to claim the actual extrajudicial costs, if these amount to more. Actual costs include the usual rates of the lawyer, bailiff or collection agency engaged if necessary by Lioné Leatherworks, as well as the internal costs.
7. Lioné Leatherworks always has the right to require security for payment both before and after conclusion of the agreement. The above includes suspension of the execution of the agreement by Lioné Leatherworks until security has been provided; all this without prejudice to the right of Lioné Leatherworks to performance, compensation and/or full or partial cancellation of the agreement, all without any legal intervention and without Lioné Leatherworks being obliged to pay any compensation as a result.
Art 14. Retention of title
All delivered goods remain the property of Lioné Leatherworks as long as the other party has not fully fulfilled all its payment obligations in this regard.
If the law of the state of destination of an item intended for export is more favorable to Lioné Leatherworks, the parties may agree that the property law consequences of the retention of title are governed by the law of the state of destination.
The other party is obliged to ensure careful handling of the delivered goods and does not have the right to relinquish or transfer the goods to third parties or to give them as collateral, to pledge them, or to remove or transfer them from the area where they were delivered. disappear until the entire purchase price and any associated costs have been paid in full.
4. Each payment is made after deduction of any (collection) costs and interest due and furthermore towards settlement of the oldest unpaid invoice.
Art. 15. Trademarks and design rights
1. Lioné Leatherworks is the trademark holder of the (word and image) trademark rights Lioné and Lio and has the license to the (word and image) trademark rights Lioné and Lio and to the (word) trademark rights Lioné.
2. Without the express written permission of Lioné Leatherworks, the brands or models of which Lioné Leatherworks is the model, brand holder or licensee may not be copied or imitated, whether or not there are slight deviations from the original. under penalty of a fine of € 2,500 for each day that the violation lasts, without prejudice to the right of the licensee and the model and trademark holder to make use of the options offered by the law.
Art. 16. Dissolution
1. Without prejudice to the other rights accruing to Lioné Leatherworks and the provisions elsewhere in these terms and conditions, Lioné Leatherworks has the authority, without being obliged to pay any compensation, by registered and write to terminate its agreement with the other party in whole or in part with immediate effect and without judicial intervention as the other party;
- applies for a moratorium on payments, is filed for bankruptcy, loses the free disposal of his assets and/or income in whole or in part, or loses any part of his assets and/or assets, or in any way part of its assets and/or assets is seized and if the other party sells or liquidates its company, the other party does not fulfill one or more of its obligations arising from the agreement in question, does not do so in a timely manner or does not do so properly and it does not comply with this shortcoming within 7 calendar days after having been warned in writing by Lioné Leatherworks to do so.
2. If Lioné Leatherworks uses its authority in accordance with paragraph 1 of this article, Lioné Leatherworks is also entitled to collect the unpaid items from the other party, non-consumer, at any time, without prior notice and at the expense and risk of the other party. ¬tide, and Lioné Leatherworks is authorized by the other party to enter the other party's premises in order to take back the goods. In the event of such dissolution, Lioné Leatherworks is entitled to compensation for the resulting damage, which will amount to at least 50% of the sales price of the order in question.
3. If there is a termination by a consumer within 7 days after delivery of the agreement, as described in Article 4, paragraph 4 of these conditions, the risk and costs of returning are borne by the consumer. The purchase price paid by the consumer applicable to the termination will be refunded to the consumer by Lioné Leatherworks within 30 days after termination.
Article 17.
If and insofar as a provision of these terms and conditions is considered unreasonably onerous by law towards an other party who is a consumer (being a natural person not acting in the exercise of a profession or business), and that other party annuls that provision, then The annulled clause will be replaced by a clause that is not unreasonably onerous but protects the interests of Lioné Leatherworks as best as possible.
Article 18.
Lioné Leatherworks is entitled to change these conditions. Changes will also apply to agreements already concluded. Lioné Leatherworks will announce these changes in a timely manner. The other party is entitled to terminate the agreement with effect from the date on which the amended conditions come into effect if it does not wish to accept the amended conditions.
Art. 19. Currency clause
Lioné Leatherworks reserves the right to cancel the agreement in the event of changes in the currency ratio between the Netherlands and one or more of Lioné Leatherworks suppliers.
Art. 20. Disputes
1. All agreements concluded by Lioné Leatherworks are exclusively governed by Dutch law.
2. All disputes of whatever nature that may arise between Lioné Leatherworks and its other party, including the taking of provisional or protective measures, will be adjudicated by the competent court of the place where Lioné Leatherworks is established, without prejudice to the rights of Lioné Leatherworks to choose the judge appointed by the Legislature. If this is a different judge than the judge of the place of business of Lioné Leatherworks and Lioné Leatherworks submits the dispute to the judge of the place of business of Lioné Leatherworks, then the other party who is a consumer is entitled to Lioné Leatherworks has invoked this clause in writing, to choose the competent court for settlement according to the law.