Terms and Conditions:
These terms and conditions apply to every offer, quotation and agreement between Fennemania, hereinafter referred to as “Supplier”, and a Counterparty to which Supplier has declared these terms and conditions applicable, insofar as these terms and conditions are not explicitly and in writing by the parties has deviated.
The present conditions also apply to agreements with the Supplier, for the implementation of which the Supplier must involve third parties.
These general terms and conditions are also written for the employees of the Supplier and his management.
The applicability of any purchase or other conditions of the Counterparty is explicitly rejected.
If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be declared null and void, the other provisions in these general terms and conditions will remain fully applicable. The Supplier and the Counterparty will then enter into consultation in order to agree new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these provisions.
If a situation occurs between parties that is not regulated in these general terms and conditions, then this situation must be assessed in the spirit of these general terms and conditions.
If the Supplier does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Supplier would lose the right to demand strict compliance with the provisions of these conditions in other cases. .
Offers and quotations
All quotations and offers from the Supplier are without obligation, unless a period for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
Supplier cannot be held to his quotes or offers if the Counterparty can reasonably understand that the quotes or offers, or a part thereof, contain an obvious mistake or error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the offer or the offer, then the Supplier is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Supplier indicates otherwise.
A compound quotation does not oblige the Supplier to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Contract duration; delivery times, execution and modification
The agreement between the Supplier and the Counterparty is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a period has been agreed or specified for the completion of certain activities or for the delivery of certain goods, then this is never a strict deadline. If a term is exceeded, the Counterparty must therefore give the Supplier written notice of default. The Supplier must be offered a reasonable period of time to still implement the agreement.
If the Supplier requires information from the Counterparty for the implementation of the agreement, the implementation period will not commence until after the Counterparty has made this correct and complete available to the Supplier.
Delivery takes place from the Supplier’s company. The Counterparty is obliged to take delivery of the goods when they are made available to it. If the Counterparty refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Supplier is entitled to store the goods at the expense and risk of the Counterparty.
Supplier has the right to have certain work done by third parties.
Supplier is entitled to execute the agreement in different phases and to invoice the executed part separately.
If the agreement is executed in phases, the Supplier can suspend the implementation of those parts that belong to a following phase until the Counterparty has the results of
If during the execution of the agreement it appears that for a proper implementation thereof it is necessary to change or supplement it, then the parties will proceed to adjust the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or indication of the Counterparty, of the competent authorities, etc., is changed and the agreement is thereby amended in qualitative and / or quantitative terms, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The Supplier will quote as much as possible in advance. Furthermore, the originally specified term of implementation can be changed by changing the agreement. The Counterparty accepts the possibility of changing the agreement, including the change in price and execution time.
If the agreement is amended, including an addition, the Supplier is entitled to implement it only after approval has been given by the person authorized within the Supplier and the Counterparty has agreed to the price and other conditions specified for the implementation. , including the then to be determined time at which it will be implemented. Failure or immediate implementation of the amended agreement does not constitute a breach of contract on the part of the Supplier and does not justify the Counterparty to terminate the agreement. Without failing to do so, the Supplier may refuse a request to amend the agreement if this could have a qualitative and / or quantitative consequence, for example for the work to be performed or the goods to be delivered in that context.
If the Counterparty should fail to properly fulfill its obligations to the Supplier, the Counterparty will be liable for all damage (including costs) incurred by the Supplier directly or indirectly as a result.
If the Supplier agrees on a fixed price with the Counterparty, the Supplier is nevertheless entitled to increase this price at any time without the Counterparty being entitled in that case to terminate the agreement for that reason, if the increase in the price ensues. derives from a power or obligation under the law or regulations or its cause in an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
If the price increase, other than as a result of a change to the agreement, exceeds 10% and takes place within three months after the conclusion of the agreement, then only the Counterparty is entitled to appeal to Title 5, Section 3 of Book 6 of the Dutch Civil Code. entitled to dissolve the agreement by means of a written statement, unless the Supplier is then still prepared to execute the agreement on the basis of the originally agreed upon, or if the price increase results from a power or a Supplier’s obligation under the law or if stipulated that the delivery will take place longer than three months after the purchase.
Suspension, dissolution and early termination of the agreement
The Supplier is entitled to suspend compliance with the obligations or to terminate the agreement if: the Counterparty does not, not fully or not timely fulfill the obligations arising from the agreement; after the conclusion of the agreement, circumstances that have come to the knowledge of the Supplier give good reason to fear that the Counterparty will not fulfill its obligations; the Counterparty was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient; If, due to the delay on the part of the Counterparty, the Supplier can no longer be expected to fulfill the agreement under the originally agreed conditions, the Supplier is entitled to terminate the agreement.
Furthermore, the Supplier is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are such that unchanged maintenance of the agreement cannot reasonably be assumed by the Supplier. be required.
If the agreement is dissolved, the Supplier’s claims against the Counterparty are immediately due and payable. If the Supplier suspends compliance with the obligations, he retains his rights under the law and the agreement.
If the Supplier proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs arising in any way.
If the termination is attributable to the Counterparty, the Supplier is entitled to compensation for the damage, including the costs, arising directly and indirectly as a result.
If the Counterparty fails to fulfill its obligations arising from the agreement and this non-compliance justifies termination, then the Supplier is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Counterparty, due to non-performance, compensation or compensation is required.
If the agreement is terminated prematurely by the Supplier, the Supplier will arrange for the transfer of work still to be performed to third parties in consultation with the Counterparty. This unless the cancellation is attributable to the Counterparty. If the transfer of the activities entails additional costs for the Supplier, these will be charged to the Counterparty. The Counterparty is obliged to pay these costs within the specified period, unless the Supplier indicates otherwise.
In the event of liquidation, (application for) suspension of payment or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Counterparty, of debt rescheduling or any other circumstance whereby the Counterparty can freely dispose of his assets for a longer period of time, the Supplier is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on his part to pay any compensation or compensation. In that case, the Supplier’s claims against the Counterparty are immediately due and payable.
If the Counterparty cancels an order in whole or in part, the goods ordered or prepared for that, plus any delivery and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Counterparty. are being brought.
Supplier is not obliged to fulfill any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act or generally accepted views at his expense. coming.
Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard by law and case law, all of external causes, foreseen or unforeseen, over which the Supplier cannot influence, but as a result of which the Supplier is unable to fulfill his obligations. to come. Strikes in the business of the Supplier or third parties included. The Supplier also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Supplier should have fulfilled his obligation.
Supplier can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the Counterparty.
Insofar as the Supplier at the time of the occurrence of force majeure has partly fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled owes independent value, the Supplier is entitled to fulfill or to fulfill the part already fulfilled. part to be invoiced separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.
Payment and collection costs
Guarantees, research and complaints, limitation period
The items to be delivered by the Supplier meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items that are intended for use within the Netherlands. For use outside the Netherlands, the Counterparty must itself verify whether the use thereof is suitable for use there and meet the conditions that are imposed on it. In that case, the Supplier may set different warranty and other conditions with regard to the items to be delivered or work to be performed.
Any form of guarantee will lapse if a defect has arisen as a result of or results from improper or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Counterparty and / or third parties when, without written permission from The Supplier, the Counterparty or third parties have made changes to the item or have attempted to make changes, other items have been confirmed to it or that have been processed or processed in a manner other than the prescribed manner. The Counterparty is also not entitled to a warranty if the defect is caused by or is the result of circumstances over which the Supplier cannot influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), et cetera.
The Counterparty is obliged to investigate the goods supplied or have them examined, immediately as soon as the goods are made available to it or the relevant work has been carried out. In addition, the Counterparty should investigate whether the quality and / or quantity of the delivery corresponds to what has been agreed and meets the requirements that the parties have agreed in that regard. Any visible defects must be reported to the Supplier in writing within seven days of delivery. Any non-visible defects must be reported to the Supplier in writing immediately, but in any case, no later than within fourteen days, after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the Supplier is able to respond adequately. The Counterparty must give the Supplier the opportunity to investigate a complaint or have it investigated.
If the Counterparty complains in time, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to purchase and pay for the otherwise ordered goods.
If the Supplier should be liable, then this liability is limited to the provisions of this provision.
The Supplier is not liable for damage, of whatever nature, caused by the Supplier relying on incorrect and / or incomplete information provided by or on behalf of the Counterparty.
If the Supplier should be liable for any damage, then the liability of the Supplier is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
The liability of the Supplier is in any case always limited to the amount paid out by his insurer where appropriate.
Supplier is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to compensate the Supplier for a defective performance. to have the agreement answered, insofar as these can be attributed to Supplier and reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
Supplier is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Supplier or his managerial subordinates.
Transfer of risk
The risk of loss, damage or depreciation is transferred to the Counterparty at the time when items are brought under the control of the Counterparty.
The Counterparty indemnifies the Supplier against any claims from third parties who suffer damage in connection with the implementation of the agreement and whose cause is attributable to others than the Supplier.
If the Supplier may be called on to do so by third parties, the Counterparty is obliged to assist the Supplier both outside and in court and immediately do everything that may be expected of him in that case. If the Counterparty fails to take adequate measures, then the Supplier is entitled to do so without notice of default. All costs and damage on the part of the Supplier and third parties that arise as a result are integrally for the account and risk of the Counterparty.
The Supplier reserves the rights and powers that belong to him under the Copyright Act and other intellectual laws and regulations. The Supplier has the right to use the knowledge gained through the implementation of an agreement for other purposes, insofar as this does not involve disclosing strictly confidential information from the Counterparty to third parties.
Applicable law and disputes
All legal relationships to which the Supplier is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The judge in the place of business of the Supplier is exclusively authorized to take cognizance of disputes, unless the law prescribes otherwise. Nevertheless, the Supplier has the right to submit the dispute to the competent court according to the law.
Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Location and change of conditions
These terms and conditions have been filed with the Chamber of Commerce.
The most recently filed version or the version as it applied at the time the legal relationship with the Supplier was established applies.
The Dutch text of the general terms and conditions always determines the explanation thereof.