General Terms and Conditions

 

Art. 1 General

paragraph 1 'customer' and 'buyer' in these conditions mean the client; anyone with Grayle. B.V. enters into or wants to enter into an agreement, or for whom Grayle B.V. makes an offer or makes a delivery. In these terms and conditions, 'the seller' means Grayle B.V.
paragraph 2 These conditions apply to all our agreements and offers. Deviations from this only apply if and insofar as they have been confirmed by us in writing.

 

Art. 2 Offer and acceptance

Paragraph 1 All offers made by the seller are without obligation.

paragraph 2 Grayle B.V. is entitled to revoke the offers within 1 month after receipt of acceptance by the client.

Paragraph 3 All price lists, brochures and other documentation provided with an offer have been compiled as accurately as possible. These are only binding for the seller if this has been expressly confirmed in writing. All intellectual property rights of the products shown remain fully reserved.

paragraph 4 The agreement is concluded by written order confirmation.

paragraph 5 The customer is obliged to receive written confirmation by post/fax/electronically from Grayle B.V. and in the case of (a) verbal or telephone order(s) previously issued, reference must be made to this in the confirmation.

 

Art. 3 Prizes

paragraph 1 The prices stated by the seller are net unit prices excluding VAT. unless otherwise stated.

Paragraph 2 If the product costs change in a broad sense after the offer has been made, the seller has the right to adjust the price for the part of the agreement that has not yet been executed, even if the agreement has been concluded.

 

Art. 4 Delivery times

The delivery time starts as soon as the seller has accepted the customer's order and all information required for execution has been received. The delivery times stated by the seller are approximate and are therefore not binding.

 

Art. 5 Delivery 

Paragraph 1 Deliveries on account are free of charge unless otherwise agreed. Free home delivery means that we will deliver via normal transport at our expense but at the risk of the client. This does not include unloading.

Paragraph 2 No order costs will be charged for orders above €300 excl. VAT. You will be charged €12.50 between €0 and €300 excl. VAT. 

Paragraph 3 For cash on delivery or express shipments, €15 will be charged or postage costs if these are higher than €25. The seller is entitled to periodically adjust these amounts. This will be made known.

paragraph 4 If the customer is in arrears with payment, the seller is not obliged to make further deliveries until the amount due has been paid.

 

Art. 6 Retention of title

paragraph 1 All goods that the seller delivers to the client remain the property of the seller as long as the client does not meet all claims of the seller regarding the consideration of goods delivered under the agreement.

Paragraph 2 Without prejudice to our other rights, the seller is entitled to take back the goods delivered under retention of title if the client is in default of fulfilling his payment obligation or gives the seller good reason to fear that he will fail to fulfill that obligation.

paragraph 3 If the seller takes back the goods, the client will be credited with the proceeds to be realized by the seller with those goods. The costs incurred by the seller in connection with the return or otherwise will be deducted. The credit will never exceed the original value of the repossessed goods invoiced by the seller.

 

Art. 7 Warranty and complaints

paragraph 1 The seller guarantees the soundness of the delivered goods.  The delivered goods have the properties required for normal use. The customer loses his rights in the event of incorrect use.
paragraph 2 The seller applies a warranty period of 3 months on, in principle, all products.
paragraph 3 For products or parts thereof that the seller obtains from third parties, the seller's guarantees are in any case limited to those guarantees that the seller has stipulated from the suppliers and furthermore only to the extent that the suppliers fulfill their guarantees and their liability to the seller has been fulfilled.
paragraph 4 Defects in the delivered goods must be brought to the attention of the seller by the client immediately and in any case no later than 6 working days after they have been discovered or could reasonably have been discovered.
paragraph 5 Any obligation arising from a defect shall lapse as soon as 2 weeks have passed after delivery of the goods and the buyer has failed to notify the seller. paragraph 6 After receipt of the notification, the seller will determine whether it will repair or replace or compensate the defect insofar as the client's objection is justified in our opinion and whether the customer qualifies for a Return Authorization (RA) number and RA fax form. The seller is not liable for damage caused as a result of the defect.

paragraph 7 RA shipments to the seller of goods supplied by the seller will only be accepted if the conditions stated below are met. If this does not happen, the goods will be refused and returned to the customer free of postage:

- the goods are in principle offered at the expense and risk of the sender

- the faxed RA form must be returned with the shipment

- the invoice stating the item (code) in question must be enclosed

- the RA number must be clearly legible on the outside of the packaging

- the goods must be delivered in proper packaging. If the packaging is defective, the warranty will be irrevocably void.

Returns are only accepted within two weeks of receipt of the goods.

 

Art. 8 Liability and indemnification

paragraph 1 Any liability of the seller for damage suffered by the buyer is excluded regardless of the grounds on which any action is initiated, whether due to breach of contract or due to tort of the seller

paragraph 2 In those cases in which the seller cannot rely on the provisions of the previous paragraph, the seller will under no circumstances be liable for business damage or other indirect damage, including damage due to lost profits, missed savings or loss of data.

Paragraph 3 In cases where the seller is liable for damage, the client is only entitled to compensation if he immediately makes everything he has received available to the seller upon declaration of liability. Acceptance of the goods thus delivered by the seller does not imply any acknowledgment of liability.

paragraph 4 The deliveries are made exclusively for the buyer. Therefore, the seller only accepts responsibility for the goods towards the client. The client will indemnify the seller against actions by third parties.

 

Art. 9 Payments

Paragraph 1 Payments must be made within 14 days of the invoice date. If the buyer does not pay within this period, he is legally in default.

paragraph 2 If payment is not made on time, the client owes interest of 1% for each month or part thereof by which the payment term is exceeded.

The interest due is calculated on that part of the total invoice amount (including sales tax) that has not been paid.

Paragraph 3 If the client remains in default of payment even after the first reminder, he will reimburse the extrajudicial collection costs to the seller.

paragraph 4 If the seller has submitted the claim in legal proceedings or arbitration, the client is obliged to reimburse the costs of these proceedings, without prejudice to the claims in the previous paragraph

 

Art. 10 Force majeure

Paragraph 1 Force majeure means circumstances that prevent the fulfillment of the obligation and that cannot be attributed to the seller. Force majeure shall in any case include:

supplier delays
internal and external business disturbances
fire
transport disruption
strikes and blockades
riot and war
sudden increase in taxes and import duties
sudden devaluation
floods, storms and other extreme weather events.

paragraph 2 The Seller undertakes to carry out the client's order with all possible care. However, the seller is not liable to the client for damage due to delayed execution of the order, or other defects in the execution of the order, which are attributable to force majeure.
paragraph 3 During force majeure, the seller's obligations are suspended. If the period in which fulfillment of the seller's obligations is impossible due to force majeure lasts longer than 120 days, both parties are entitled to terminate the agreement, without there being any obligation to pay damages.

Paragraph 4 If the seller has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already delivered or the deliverable part and the client is obliged to pay this invoice if if it were a separate contract.

 

Art. 11 Applicable law

paragraph 1 All agreements are exclusively governed by Dutch law. paragraph 2 If one or more provisions of our agreement and the general terms and conditions prove to be not or only partially legally valid, the other provisions will remain fully in force. In place of any invalid provisions, the parties will be bound by rules that are as similar as possible and which are not void.

 

Art. 12 Disputes

All disputes arising from or related to this agreement will preferably be settled by the court in the Utrecht district.