Terms and Conditions – CAPREMA BV
Article 1 Definitions
In these terms and conditions shall apply:
CAPREMA: the private company with limited liability CAPREMA, based in Amsterdam, with offices in the Meern, registered in the Commercial Register of the Chamber of Commerce under number 57231230 (also the contractor).
Client: the natural or legal person who has to CAPREMA assignment to carry out work and / or delivery of products and services.
Agreement: the agreement under which CAPREMA behalf of the client activities and / or services and supplies products.
Parties: CAPREMA and client jointly.
Article 2 Applicability
These general conditions apply to all activities, services and legal relations between the Client and CAPREMA. Changes in these conditions must be expressly confirmed in writing by both parties.
The applicability of any general terms and conditions by the Client is expressly hand.
The terms also apply to all agreements whereby the implementation of which third parties are involved.
Article 3 Offer and Agreement
All offers of CAPREMA are free. One by CAPREMA sent offer is valid until 30 days after shipment. If the client accepts an offer, CAPREMA reserves the right to revoke the offer within three business days after receipt of the acceptance.
CAPREMA is not bound to offers if they contain an obvious mistake or error. If an offer or quotation of CAPREMA based on requirements provided by the client, requests or other data, the client is responsible for the correctness and completeness of the data provided by or on behalf of him / her to CAPREMA CAPREMA which bases its quotation or offer.
If the acceptance, whether or not on subordinate points from the offer included in the quotation or offer, then CAPREMA not bound. The agreement will not be concluded in accordance with said deviating acceptance, unless CAPREMA indicates otherwise.
Offers, prices c.q. rates do not automatically apply to new contracts.
The agreement is concluded at the moment that was sent an order confirmation to the customer by CAPREMA and, if applicable, a required deposit is paid. The order confirmation is deemed to reflect the agreement correctly and completely.
Article 4 Data, information and products
Client is obliged to all data, information and / or products, which CAPREMA indicates to need to execute the right of know her assignment and / or of which the Client or can reasonably know that CAPREMA that information and whether products requires for the correct operation of its assignment, the Client shall make them available in the form, in the multiplicity and in the manner required by CAPREMA and also so early that CAPREMA can execute the order without delay.
Client state, if not obvious from the content or nature of the contract, compared CAPREMA for the correctness, completeness and reliability of the data and information available to CAPREMA, even if this information comes from a third party. Unless the content of assignment otherwise, CAPREMA is not obliged to do a study devoted to the accuracy and completeness of the information provided by the Client.
Are there any facts or circumstances for which the Principal knows, or reasonably should know that they are for implementation by CAPREMA the assignment of interest or may be, what the client CAPREMA of those facts and circumstances immediately fully informed.
If the Client, other than by means of CAPREMA, failing in the observance by the Principal of the emergence in paragraphs 1 / m 3 above obligations and thereby on CAPREMA additional costs and work or creates any other damage, the Purchaser is obliged costs extra work and to compensate damage to CAPREMA.
Article 5 Performance
Assignments are carried out on the basis of a reasonably competent and carefully acting professional.
CAPREMA determine the manner, method and equipment used and by whom (o) n (and) the agreement is implemented. CAPREMA will observe the utmost wishes expressed by the Client.
It is CAPREMA free to the execution of the contract entirely or partially to transfer or outsource to about (a) third party (ies).
Deadlines by which services and / or work must be completed, even if there is a specific date or a specific period agreed upon, are indicative and not deadlines unless the parties expressly agree otherwise in writing.
Article 6 Delivery of products
Any date or time recorded for the delivery or agreed CAPREMA are estimates only and CAPREMA is not liable for damage or loss directly or indirectly arising from the delay in the supply and demand or in respect of all or part of the ordered goods or for consequential damage howsoever caused. The Client is not entitled to cancel the agreement in such circumstances, unless it is materially and adversely affected by such delays. In that case they can in a reasonable time cancel the contract in writing, insofar as it relates to the delayed delivery (and the goods in respect of which supply only). The buyer has the right to rearrange delivery dates after giving reasonable prior written notice, provided that this restructuring will not materially and adversely affect CAPREMA.
If goods are sold ex works or otherwise in circumstances where CAPREMA not explicitly responsible for insurance during transportation or any part thereof and its effusive responsibility CAPREMA, this will not apply if the products leave the factory in good condition . Additionally CAPREMA is not obliged to report this to the Principal.
Where CAPREMA arranges transportation of the goods, it does so as agent for the Customer and not as principal, even if the costs incurred for the transport of the goods are not directly traceable to the actual cost. The only task of CAPREMA regarding such transport is that it is performed by a person who is here for reasonably competent.
Except as provided in paragraphs 2 and 3 or in the specific conditions that apply to the sale CAPREMA responsible for the goods until they leave the premises of CAPREMA then the risk is transferred to the Client.
Article 7 Amendments and dissolution
If CAPREMA More work will not run a command with good activity described or charge to the Client after client about with a previous agreement.
If the client cancels an order preserving CAPREMA bring the right to the purchaser:
a) All purchases of material specially produced for that order. b) All work performed as a direct result of the order. c) All tools made or bought specifically for the order. d) 10% of the total order value for the internal administration.
CAPREMA has, notwithstanding its legal powers to terminate and suspend, terminate the agreement unilaterally with immediate effect to stop completely or partially and / or implementing its commitments arising from the agreement with immediate effect, totally or partially suspend.
This is the case at least when it encounters one of the following events:
A request to grant – provisional – moratorium on the client application;
A bankruptcy petition has been filed by the Client;
Paid by the Principal arrested;
A dissolution and / or liquidation of the Customer effect shall be established.
CAPREMA client is obliged to immediately notify of the occurrence of sub a to d mentioned events.
Article 8 Prices and Payment
Unless expressly agreed otherwise, the work done will be charged at the time of the performance of these activities for the current rate prevailing at CAPREMA. The fee does not depend on whether the command desired result has been fully achieved.
CAPREMA always has the right to express one or more advances to the Principal, even if this is not mentioned in the offer or order confirmation.
If after the conclusion of the agreement, but before the order is executed in full, wages and / or prices change, CAPREMA is entitled to the agreed rate to adjust accordingly. Unless Client and CAPREMA have made other arrangements. This includes currency fluctuations, which introduced increase in the Netherlands costs CAPREMA, materials or goods. This includes the additional costs due to the cancellation, modification, postponement or rescheduling of orders.
Payment of the amount that Client to CAPREMA is due, must be made without deduction, discount or debt settlement. The payment of the amount due must be made to a bank account specified by CAPREMA and, unless otherwise agreed, in Euro. As far as not agreed on another term must have the crediting place within fourteen days of the invoice date.
In late payment on the outstanding amount an interest of 1% per month, whereby a part of a month counts as a full month. Furthermore, all costs, both judicial and extrajudicial, which should make CAPREMA consequently for collection of which the Client wrongly unpaid, on behalf of the Client. Additionally CAPREMA authorized any work for the client, including providing information to the Client, suspend, until full payment is received.
If the financial position or the payment behavior of the Client’s opinion CAPREMA gives cause CAPREMA is entitled to require the Client, which determine immediately provide (additional) security in a form by CAPREMA.
In the case of jointly given assignments jointly and severally liable for payment of the invoice amount.
Article 9 Secrecy and intellectual property
CAPREMA, unless she has a legal obligation to disclose duty of confidentiality towards third parties.
CAPREMA is entitled numerical results obtained after processing, provided these figures can not be traced to individual Clients to use for statistical or comparative purposes.
Unless authorized by CAPREMA prior written consent, the Client will the content of communications, correspondence, reports, advice or other written or oral statements of CAPREMA not disclose. The Client will also to ensure that third parties do not like the content of the statements referred to in the preceding sentence may take notice.
Caprema reserves all rights with respect to products of which it uses or has used in the context of the implementation of the Customer’s order, to the extent that the law
The Client is expressly forbidden from reproducing, also includes computer programs, designs, procedures, advice, drawings, inspection and investigation reports and other intellectual property of CAPREMA, in the broadest sense, whether or not to reproduce with third parties, to disclose or exploit.
Article 10 Complaints
The customer may CAPREMA attributable to a defect or deficiency no longer invoke the execution of a contract if he does not within sixty days after the defect was discovered or reasonably could have discovered, has reported in writing to CAPREMA. The term of the defect is not more than one year has elapsed which is reported to be the act or omission is the lack of appearance or has occurred.
Complaints as mentioned above, do not suspend the payment obligations.
In case of a timely and justified, complaint, CAPREMA will:
if correct or repair the defective proven components no longer seems possible or reasonable, CAPREMA will the Client to reimburse the amount which it for the work, which due to the lack or shortage for the Client prove to be without utility, has already paid;
if because of faulty work shown is omitted the further execution of an order, the client will CAPREMA repay the amount it for the not yet completed operations already paid;
Article 11 Liability and Indemnification
The Client shall indemnify and keep indemnified CAPREMA against liability or alleged liability (and all costs, claims, damages and expenses relating thereto) to any third party arising directly or indirectly from defects in the property or otherwise somehow related to the contract of sale or arising under CAPREMA the negligence of its employees or agents or otherwise. 2. In case the liability for damages under an insurance cover, CAPREMA’s liability shall under no circumstances be higher than the allowance to be increased under the insurance is obtained by the amount of the excess of CAPREMA under the relevant insurance.
CAPREMA is not obliged to compensate damage:
caused by third parties, which shows in the performance of a contract to CAPREMA involved unless a third is on the initiative of CAPREMA in the execution of the contract is the Principal and concerned CAPREMA in the selection of the third party has not careful acted;
which is caused by the Client or a third party sourced incorrect or incomplete information, unless the incorrectness or incompleteness without CAPREMA could have been more clear and CAPREMA failed to notify the Client of such inaccuracy or incompleteness thereof;
resulting from damage or loss of information during the transport of information by post or otherwise between CAPREMA and Client or between one of them and third parties;
which is not reported in writing within sixty days after the Client the occurrence of damage and / or may arise from (further) damage was discovered or reasonably could have
discover, and in any case the damage is not reported in writing within six months after the act or omission which caused the damage, occurred. Alleged damage after six months will be accepted under any circumstances.
The limitations of liability contained in the preceding paragraphs of this article shall not apply CAPREMA if the occurrence of the damage caused by intent or deliberate recklessness.
The Client will indemnify CAPREMA against a third-party claim for damages related to an event for which CAPREMA to the Client can be held liable, at least insofar CAPREMA those third more compensation has to pay than he would have to pay to Customer in the event that he CAPREMA itself in relation to the damage compensation would be addressed. The indemnity also covers the costs of defending such claims.
The client CAPREMA will against any liability or alleged liability (and all costs, claims, damages and related costs) as a result of an infringement or alleged infringement of patents, registered design, copyright or other rights belong or allegedly belong to indemnifying a third party and which is entirely related to any goods produced or partially to safeguard clients specification.
Article 12 Descriptions, etc.
Unless otherwise expressly stated in writing his descriptions relating to the weight, dimensions, details of design, texture and composition of materials, color, performance, delivery dates and the like only approximate and may change without prior notice. If the changes are based on a statement or representation made by or on behalf of CAPREMA been made CAPREMA will refer explicitly to the condition described here, that this is the case. This so CAPREMA can confirm or deny the accuracy of these. In the absence of such confirmation CAPREMA can not be held liable in respect thereof.
Article 13 Amendments to product specifications
CAPREMA reserves the right without prior notice to convert the principal products stop or to implement changes in the design of which CAPREMA considers to be necessary.
Article 14 Guarantee
Subject to normal wear CAPREMA will any of the goods that in its reasonable judgment is flawed by poor workmanship and / or take materials used in treatment on the condition that the goods be returned by the Client to CAPREMA. The parts will be replaced free within twelve months after the date of the invoice relating to the sale of the product by CAPREMA. CAPREMA will bring the reasonable cost of transporting the copper accounted for so that the return of the goods within the Netherlands will be refunded to the client in the event that the goods appeared to be actually defective.
CAPREMA’s not covered under warranty:
a) batteries / accumulators of all types, provided by CAPREMA. b) any damages, in whatever form, which can be caused by batteries supplied by CAPREMA. c) any damage to CAPREMA equipment which is caused by batteries that are not supplied by CAPREMA.
d) any damage resulting from improper or careless handling of the equipment supplied by the Principal.
Article 15 Exclusions and Limitations
CAPREMA is not liable in the event that the goods are not fit for any particular purpose or for use in certain circumstances, even if CAPREMA aware of such purpose or use. The client will therefore have to rely on its own judgment on the suitability. With the only exception that will replace CAPREMA all goods that do not meet the specifications in relation to the goods and are therefore classified unsuitable for the purpose of the Client.
All express warranties and conditions other than those specifically in these terms are made, and all warranties other than the terms implied by statute, usage of trade or the conduct of the parties with respect to the quality of the goods and their fitness for a particular purpose (with thereunder correspondence with descriptions of the taste of life and / or the wear and tear is hereby expressly excluded.
3 Except as expressly stated in these terms CAPREMA is not liable for any direct or indirect consequential loss or damage caused by a defect in the property or otherwise in connection therewith containing such damages which might result from the negligence of CAPREMA, its employees or agents or otherwise anyway.
4 In the event that CAPREMA not fulfill its obligations under paragraph 14 of these Terms and Conditions (entitled “Warranty”) can meet then its liability is limited to the goods price paid by the purchaser and the cost of transportation (within the Netherlands) price referred to in such paragraph.
CAPREMA is not liable for any consequential, indirect or economic damages, whether caused by tort (including negligence) or otherwise somehow related (directly or indirectly) with the performance of the product.
In the event that the client has the right to refuse the goods of one delivery, then this right should not extend to other deliveries of other products and this also refuse or allow it to cancel the contract as a whole.
Any statement contained in limiting the preceding provisions elsewhere in these conditions, CAPREMA liability will and / or exclude. Exclusion (s) and / or restriction (s) of liability will not like conditions can be used for agreements and does not affect the “legal rights” of the “Consumer” (as defined by law) in relation to such similarities.
Article 16 Client recognition
Customer acknowledges that CAPREMA is better able to determine the potential costs which include may result from a defect in the goods, deviation from the specifications or any delay in the delivery to ensure it adequately or to negotiate appropriate exclusions and limitations of liability in contracts with those that relate to the purchase of the client. In the case of goods purchased for resale, certain CAPREMA the price for the goods on the basis that the exclusions and limitations that are effective herein are respected. In case the client does not wish to accept the exclusions and limitations of liability or grant any fees in these conditions or certain parts in this, it claims, before the contract is made, CAPREMA writing thereof with a view to discussion with CAPREMA and a reallocation of risks between them and CAPREMA and will increase the price of the goods to the increased cost of insurance premiums thereby reflecting be taken in context. The client acknowledges that the various exclusions, limitations and disclaimers contained in these conditions in all the conditions are reasonable.
Article 17 Title and risk
1. Notwithstanding the risk of the goods / items are transferred to the client which CAPREMA ceases to be responsible for them, as specified in Article 6 of these conditions, until full payment is made for goods to CAPREMA full legal will and economic ownership of the goods is granted to CAPREMA and the buyer must keep the goods in storage as custodian for CAPREMA (and return to CAPREMA on request). Storing the goods will be separated from all other goods and clearly identified and entries have the same properties as stated by CAPREMA.
Article 18 Force Majeure
In case of interruption or reduction of work in setting up both the Client or CAPREMA or another malfunction in the production or transport of the goods due to strikes, lockouts, trade disputes, disruptions in plant or machinery, accidents, availability or a shortage of materials or energy, a local or national emergency, to comply with a request by a local or national authority, or any other cause beyond the control of CAPREMA or the Client, deliveries may be wholly or partially upon notification be suspended until normal weather conditions have prevailed. The time of such a suspension is added to the original delivery period.
Article 19 Applicable Law and Disputes
All legal relationships with the Principal CAPREMA exclusively by Dutch law.
All disputes between the Principal and CAPREMA be exclusively settled by the competent Dutch civil court of district central Netherlands.