Terms & Conditions

GENERAL TERMS AND CONDITIONS OF BELTPARTNER ESTABLISHED AND HAVING ITS OFFICE IN VARSSEVELD

1. Applicability
1.1. These terms and conditions apply to all quotations, offers and all agreements entered into by the seller with or with the buyer.
1.2. Deviating provisions must be expressly agreed in writing and will only be accepted as a supplement to these general terms and conditions after both parties have signed them.
1.3. By entering into an agreement with Beltpartner, the other party waives any terms and conditions it may have used, regardless of their name, so that only these terms and conditions used by Beltpartner apply to all agreements.
1.4. If and to the extent that any part or provision of these terms and conditions appears to be in conflict with any mandatory provision of national or international legislation, it will be deemed not to have been agreed and these terms and conditions will otherwise remain applicable. Seller and buyer will then enter into consultation to agree on a new provision to replace the conflicting provision, whereby the purpose and scope of the original provision will be taken into account as much as possible.

2. Definitions
2.1. In these general terms and conditions, the following terms shall have the following meanings:
Buyer: with whom seller concludes purchase agreements for the delivery of products or is negotiating such a purchase agreement.
Seller: Beltpartner established in Varsseveld, registered with the Dutch Chamber of Commerce under number 55674127.
Products: the items sold or potentially sold by seller to buyer.
Agreement: any agreement for purchase or sale that is concluded between buyer and seller.

3. Offers, conclusion of agreement and determination of price
3.1. All quotations, offers regarding prices, stated delivery times, etc. made by seller are entirely without obligation and in no way binding on seller, unless expressly stated otherwise.
3.2. The agreement is concluded by a written confirmation by the seller of the order placed by the buyer or by the execution of the agreement by the seller. Based on a quotation issued, the seller is not obliged to deliver a part for a (corresponding) part of the price stated for the whole.
3.3. Delivery of products takes place at the agreed price. Furthermore, the seller is entitled to pass on price increases if the rates with regard to, for example, wages or other costs have increased between the moment of the offer and delivery.
3.4. The seller is entitled to increase this price in the event of a change or addition to the agreement.
3.5. The prices stated in quotations and agreements are exclusive of VAT and exclusive of delivery costs, unless otherwise stated.

4. Execution of the agreement
4.1. The seller will execute the agreement with the care of a good contractor. However, it does not guarantee the achievement of a specific result.
4.2. The terms stated by the seller are always indicative and do not apply as fatal terms. Exceeding these terms does not oblige the seller to pay any compensation and does not give the buyer the right to terminate the agreement, unless there is intent or gross negligence on the part of the seller that can be equated with intent.
4.3. If and to the extent that proper performance of the agreement requires this, the seller has the right to have certain work carried out by third parties.
4.4. The buyer ensures that all data that the seller indicates is necessary or that the buyer should reasonably understand is necessary for the performance of the agreement, are provided to the seller in a timely manner. If the data required for the performance of the agreement are not provided to the seller in a timely manner, the seller has the right to suspend the performance of the agreement and/or charge the buyer for the additional costs resulting from the delay at the usual rates.

5. Delivery
5.1. Delivery of the products takes place ex warehouse of the seller, unless otherwise agreed. The seller is entirely free to determine the method of transport. From the moment of delivery, the buyer bears the risk of loss or damage to the products.
5.2. Costs of delivery of orders with a purchase value of less than € 300,- excluding VAT are entirely for the account of the buyer. For orders with a purchase value of € 300,- or more, the transport costs are for the account of the seller, unless it concerns shipments abroad, or otherwise agreed.
5.3. The buyer is obliged to take delivery of the goods at the moment that the seller delivers them to him or has them delivered, or at the moment that they are made available to him in accordance with the agreement.
5.4. If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer's expense and risk.
5.5. The seller is entitled to deliver the products in phases and to invoice the different phases separately.
5.6. The seller reserves the right not to execute an agreement if the buyer has not paid an advance or previous deliveries, or at least not within the agreed payment term.
5.7. The seller cannot be held liable for damage suffered by the buyer as a result of failure to deliver or failure to deliver on time.

6. Payment
6.1. Unless otherwise agreed, payment must be made in advance within a payment term of fourteen days after the invoice date. The payment term is a fatal term.
6.2. If full payment is not made within the payment term, the buyer exceeds a fatal term and the buyer is legally in default. The seller is then free to terminate the agreement and sell the products to a third party. The foregoing is without prejudice to the seller's other rights, for example to claim performance, statutory commercial interest and/or compensation.
6.3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the seller's claims on the buyer are immediately due and payable.
6.4. In the event of exceeding any payment term, the seller is entitled to stop further deliveries to the buyer until the full outstanding amount from all agreements concluded with the seller has been paid in full. In this case, the seller is also entitled to send subsequent items exclusively cash on delivery.

7. Retention of title
7.1. All delivered products remain the property of the seller until the purchase price of all delivered products as well as any interest, additional costs and other claims under all agreements between the buyer and the seller have been paid in full.
7.2. Until the buyer acquires ownership of the delivered products, the buyer is not permitted to dispose of the products or to pledge or encumber, process or incorporate the products into other items, unless this occurs in the normal course of business of the buyer.
7.3. In the event of non-payment, or at least late payment, of one or more invoices that have already expired or in the event of justified fear by the seller that payment of an invoice will not take place, or at least not in time, the seller has the right to immediately take possession of the delivered products, without prejudice to the other rights of the seller against the buyer. The buyer must fully cooperate with the seller in this regard.
7.4. If third parties seize the products delivered under retention of title or wish to establish or assert rights thereto, the buyer is obliged to inform the seller of this immediately.

8. Collection costs
8.1. All judicial and extrajudicial (collection) costs reasonably incurred by the seller in connection with the non-fulfilment or late fulfilment by the buyer of his payment obligations shall be borne by the buyer. 8.2. Buyer owes statutory interest on the collection costs incurred.

9. Intellectual property
9.1. Seller is the trademark owner and distributor of multiple registered trademarks. If seller offers products without a brand, buyer is not permitted to offer unbranded products delivered by seller online or physically without express written permission from seller, stating these trademarks registered by seller.
9.2. Product images owned by seller may be used by buyer after express written permission from seller to place products purchased from seller online under a trademark registered by buyer and with its own barcode.

10. Defects, inspection and complaints
10.1. Buyer is obliged to inspect the products (or have them inspected) at the time of delivery. In doing so, buyer must investigate whether the products meet the agreed quality and quantity.
10.2. Any directly observable defects must be reported to seller in writing as soon as possible, but no later than seven days after delivery. The complaint must be described in as much detail as possible, so that seller is able to respond adequately.
10.3. Any defects that are not immediately visible must be reported to the seller in writing immediately, but no later than seven days after discovery or after the buyer could reasonably have discovered the defect and in any case within one month after delivery.
10.4. The terms mentioned in the previous paragraphs are fatal terms, after which the buyer can no longer invoke a defect.
10.5. Defects relating to specific deliveries do not affect previous or subsequent deliveries and do not entitle the buyer to refuse and/or suspend payment for the relevant, previous or subsequent delivery.
10.6. Defects in part of the delivery do not entitle the buyer to reject the entire delivery.
10.7. The proof that the delivery does not correspond to the agreement must be provided by the buyer.
10.8. Products may only be returned with the approval of the seller, at the expense and risk of the buyer.

11. Suspension and termination
11.1. If the buyer fails to meet any obligation towards the seller, fails to meet it properly or fails to meet it on time, if the buyer has been declared bankrupt or a request has been filed with the court, if the buyer has applied for or has been granted a moratorium, if the buyer's company is closed down or liquidated, if the buyer's assets are seized, or if the buyer is placed under administration or guardianship, without being obliged to pay any form of compensation and without prejudice to all other rights of the seller towards the buyer, all claims of the seller on the buyer are immediately and fully due and payable and the seller is authorised to suspend performance of the agreement or to terminate the agreement in whole or in part with immediate effect without judicial intervention.

12. Liability
12.1. The seller excludes all liability for damage (both direct and indirect, including consequential damage), including liability of the seller for damage caused by the products delivered by the seller, services provided or employees and assistants employed by the seller. The aforementioned applies with the exception of damage caused by intent or deliberate recklessness on the part of the seller.
12.2. More specifically, the seller is not liable if the buyer is held liable by a third party for infringement of an intellectual property right. If the seller, for example on the basis of an intellectual property right, is forced to retrieve products from the buyer, the seller is not liable for any resulting damage.
12.3. All liability of the seller shall lapse if the damage occurred after the delivered product has been processed or used in a manner other than normal or proper.
12.4. The seller's liability is in all cases limited to an amount equal to the invoice value of the agreement, or at least equal to the part of the invoice value to which the liability relates. The seller's liability is also in all cases limited to a maximum of the amount paid out to the seller under the liability insurance taken out by the seller.
12.5. The buyer indemnifies the seller against all claims by third parties in respect of any damage suffered or to be suffered by the latter.

13. Force majeure
13.1. Parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to fault and that is not attributable to them under the law, a legal act or generally accepted views.
13.2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which the seller has no influence, but which prevent the seller from fulfilling its obligations. This includes strikes in the seller's company.
13.3. In the event of force majeure, the buyer cannot claim any compensation.
13.4. If a case of force majeure leads to the agreed date or term being exceeded, the buyer has the right to dissolve the relevant agreement by means of a written statement. This dissolution does not extend to items that have already been delivered; these must be paid to the seller in accordance with article 6 of these general terms and conditions.

14. Applicable law and choice of forum
14.1. All agreements to which these conditions apply in whole or in part are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
14.2. All disputes arising during the performance of or in connection with an agreement between the parties will be settled by the competent Dutch court in the place of establishment of the seller.