General terms and conditions
General Terms Interno-online.nl
Article 1. general
1. In these conditions Interno-online, based in Groningen, referred to as Supplier and its contractual partner as a customer.
2。These general conditions apply to all offers and offers of and agreements with Supplier.
3.In addition to these general conditions may apply additional conditions that specifically apply to the type of transaction or type 。
4. A customer, who according to these terms Supplier has contracted, is considered possibly followed by him orally, in writing, to give orders or to reaching agreements implied by application of these general conditions to have agreed.
Article 2. Offers & Deals
1. All offers are without obligation, unless the offer a deadline for acceptance. A tender offer is void if the product to which the offer or the offer relates, in the meantime no longer available
2.Supplier may not have bids or offers if the buyer can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or error.
2.In a bid or offer prices are excluding VAT and other government levies, if any part of the contract costs, including shipping and handling, unless otherwise indicated.
3. If the acceptance (or not to subordinate items) from the tender offer or the offer included the Supplier is not bound. The agreement is not in accordance with said deviating acceptance, unless I indicate otherwise.
4. A compound quotation Supplier fails to execute part of the assignment against a corresponding part of the price. Offers and tenders shall not apply automatically to future orders.
Article 3. Contract Duration, delivery, implementation and modification agreement
1. The agreement between the Supplier and the Customer shall be entered into for an indefinite period, unless the nature of the agreement
2. For the supply of products a period agreed or specified, this is never a deadline. When a term is exceeded, the Counterparty Supplier a written notice of default. Supplier must be a reasonable period to be offered to implement the agreement。
4. If the agreement is amended, including an addition, the Supplier is entitled to first implement after it has been agreed by the Supplier within competent person and the other party has agreed to implement the specified price and other conditions, including understood it then determine which implementation will be. Failure or delay implementation of the amended agreement does not breach of Supplier and the Other is not under the agreement to terminate. Without being in default, the Supplier may request to amend the contract, if the qualitative and / or quantitative terms could result, for example in that context deliverables.
5. If the other party is in default should be in the proper fulfillment of its obligations to the Supplier is required, then the party will be liable for all damages (including costs) on the part of the Supplier thereby directly or indirectly.
6. If the Supplier to the Counterparty a fixed price, then the Supplier shall nevertheless be entitled to increase the price without the other party being entitled to terminate the contract for that reason to dissolve, if the increase in price resulting from a power or duty under any law or regulation or its cause in an increase in the price of raw materials, wages and so on other grounds at the conclusion of the agreement can not reasonably foreseeable.
7. If the price other than as a result of an amendment to the contract that exceeds 10% within three months after the conclusion of the contract, then the only other party that appeals to Title 5 Section 3 of Book 6 BW entitled agreement by written notice, unless the Supplier then still willing to sign the agreement on the basis of the originally agreed to perform, or if the price increase resulting from a power or a supplier obligation under the law or if it is stipulated that the episode is longer than three months after the purchase.
Article 4 Suspension, dissolution and termination of the agreement
1. Supplier, the fulfillment of the obligations to suspend or terminate the agreement if:
- The other party's obligations under the agreement, not fully or timely manner;
- After the conclusion of the contract Supplier learns of circumstances giving good ground to fear that the other party will not fulfill its obligations;
- The other party at the conclusion of the agreement is requested to provide security for the fulfillment of his obligations under the agreement and this security is not provided or insufficient;
- If the delay on the part of the Other no longer Supplier may be required that the agreement at the originally agreed conditions, the Supplier is entitled to terminate the agreement.
2. Furthermore, the Supplier is entitled to terminate the agreement if circumstances arise of such a nature that fulfillment of the contract impossible or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can not reasonably be demanded of Supplier .
3. If the agreement is dissolved, the assets of the Supplier to the Other payable immediately. If the Supplier's performance of the obligations, he shall retain his rights under the law and the agreement.
4. If the Supplier to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
5. If the dissolution is attributable to the other party, the Supplier is entitled to compensation for damages, including the costs directly and indirectly.
6. If the other party arising from the agreement fails to comply, and this failure justifies termination, the Supplier may terminate the contract with immediate effect to dissolve without any obligation to pay any damages or compensation, while the other party, under of default, or for damages or compensation is required.
7. In case of liquidation, (application) suspension of payment or bankruptcy of attachment - when and where the herd within three months - at the expense of the Other, of a debt or other circumstance that the other party is no longer freely about his ability available, the supplier is free to the agreement with immediate effect to cancel or to cancel the order or contract, without any obligation to pay any damages or compensation. The claims of the Supplier to the Other in that case immediately due and payable.
8. If the Counterparty placed an order wholly or partially cancel, then the appropriate order or ready made products, plus the potential to drain and delivery costs and for the implementation of the reserved time, integral to the Other be charged .
Article 5 Force Majeure
1. Supplier is not obliged to perform any obligation to the other party if he is hindered due to a circumstance that is not due to negligence, and not under the law, a legal act or generally accepted for its account.
2. Force majeure is in these terms and conditions, in addition to the provisions of the law and jurisprudence, all external causes, foreseen or unforeseen, that Supplier can not influence but which prevents Supplier is unable its obligations. Strikes in the company of Supplier or third parties included. Supplier has the right to invoke force majeure if the circumstance rendering (further) fulfillment of the contract occurs after the Supplier should have fulfilled his obligation.
3. Insofar Supplier at the time of the occurrence of force majeure its obligations under the agreement has been partially fulfilled or will fulfill, and to fulfill or to be an independent value, the Supplier is entitled to the already performed or to be part separate bill. The other party is obliged to pay this invoice as if it were a separate agreement.
Article 6 Payment and collection costs
1. Payment must be made in accordance with the contractually agreed payment (s). If no payment in the contract (s) down payment must be made within 14 days after the invoice date, in a manner to be specified by the Supplier in the currency of the invoice.
2. If the other party defaults in the timely payment of agreed payment (s) and if no payment (s) established an invoice, then the Party is legally in default. The Other Party shall owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest. The interest on the amount due shall be calculated from the time that the other party is in default until the moment of payment of the full amount owed.
3. Supplier has the right by other payments made to stretch in the first place to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal and accrued interest.
4. Supplier may, without being in default, to refuse an offer for payment, if the other party a different order for the allocation of the payment. Supplier may refuse full payment of the principal, if not also the cases and accrued interest and collection costs.
5. The Other is never entitled to set off the amount due to Supplier.
6. Objections to the amount of a bill to suspend the payment obligation. The Party that does not appeal to section 6.5.3 (Articles 231 to 247 of Book 6 BW) is not entitled to the payment of an invoice for any other reason to suspend
7. If the other party is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining payment out of court on behalf of the other party. The extrajudicial costs are calculated on the basis of what the Dutch collection practice. If Supplier higher costs for collection has been reasonably necessary, the actual costs recoverable. Any judicial and execution costs will also be recovered from the other party. The Other is on the collection costs also include interest.
Article 7 Ownership
1. All Supplier in connection with the delivered goods remainning the property of the Supplier until the other party all obligations under the agreement concluded with the Supplier (s) Properly Implemented.
2. Products supplied by the Supplier, pursuant to paragraph 1. under the title, may not be resold and must never be used as payment. The other party is not entitled to under the title falling products to pledge or otherwise encumber.
3. The Other is always to do what was reasonably expected of him may be the property of
4. If third parties seize goods delivered under retention of title or rights to establish or exercise, then the Party obliged to Supplier shall immediately notify.
5. The Counterparty agrees to the property delivered products to insure and keep insured against fire, explosion and water damage and theft and the insurance policy upon request to the supplier for inspection. Any payment of the insurance Supplier is entitled to these amounts. Insofar as necessary, the other party is there to Supplier in advance to co-operate with all that in that context was necessary or desirable (appear) to be.
6. In the event Supplier is in this article to exercise property rights, the other party in advance unconditional and irrevocable consent to Supplier and Supplier to designate a third party to all these places to enter the property of the Supplier is located and doing business to take.
Article 8 guarantees, research and advertising, period
1. The Supplier deliverables meet the usual requirements and standards that at the time of delivery can be made reasonably and in which they normally use in the Netherlands there. The guarantee referred to in this Article shall apply to products intended for use within the Netherlands. When outside the Netherlands, the other party to verify whether the use is suitable for use there and meet the conditions which they are made. Supplier may in that case other guarantees and other conditions in respect of the products to be delivered.
2. In paragraph 1 of this Article shall guarantee for a period of one year after delivery, unless the nature of the provided otherwise or the parties have agreed otherwise. If the guarantee provided by the Supplier a product that was produced by a third party, then the guarantee is limited to those provided by the manufacturer of the product shall be provided, unless otherwise stated.
3. Any form of warranty is void if a defect is caused by or resulting from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the other party and / or third parties when, without written consent of the Supplier, the other party or parties to the product changes are made or tried to bring that other cases were confirmed that it does not need to be confirmed or if they were processed or modified other than as prescribed. The Other is not entitled to warranty if the defect is caused by or arising from circumstances where no supplier's control, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
4. The other party is obliged to (do) investigate immediately the moment that the products are made available to him. The Other Party to examine the quality and / or quantity of the goods delivered correspond to what was agreed and meets the requirements of the parties thereto have agreed. Any visible defects within seven days after delivery to the Supplier to be reported. Any defects are not visible immediately, but in any event within fourteen days after discovery in writing to the Supplier to be reported. The report, a detailed description of the defect, so that Supplier is able to respond adequately. The Other Party must Supplier the opportunity to make a complaint to (do).
5. If the other party timely complaint, suspend its payment obligation. The Other remains in that case also obliged to accept and pay for the ordered
6. If a defect is reported, then the other party is not entitled to repair, replacement or compensation.
7. If it is determined that a product is defective and this in time claim has been lodged, the Supplier will the defective product within a reasonable time after the return receipt or, if return is not reasonably possible, following notification of the defect by the other party, at the discretion of the Supplier , replace or repair thereof or alternative compensation to the other party. In case of replacement is obliged to replace the product supplier to return the ownership to the Supplier, unless this Supplier indicates otherwise.
8. If it transpires that a complaint is unfounded, the costs it incurred, including research costs, on the part of the Supplier thereby cases, on behalf of the other party.
9.After the warranty period, all costs for repair or replacement, including administration, shipping costs and drive, the Counterparty will be charged.
10. Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Supplier is one year.
Article 9 Liability
1. If the Supplier is liable, this liability is limited to what this provision.
2. Supplier is not liable for damages of any kind caused by Supplier is assumed by or on behalf of the Other incorrect and / or incomplete data.
3. If the Supplier is liable for any damage, then the liability of the Supplier limited to twice the invoice value of the order, or to that part of the order to which the liability relates
.4. Supplier's liability is always limited to the amount paid by his insurer, as appropriate.
5. Supplier is liable only for direct damages.
6. Direct damage is only the reasonable costs incurred to establish the cause and extent of damage, where the establishment relates to damage in the sense of these terms, any reasonable costs incurred for the poor performance of the Supplier to the agreement to answer, as far as these can be attributed to the Supplier and reasonable costs incurred to prevent or limit damage, if the other party demonstrates that these expenses resulted in mitigation of direct damage as referred to in these terms and conditions.
7. Supplier shall never be liable for indirect damage, including consequential, lost profits, lost savings and damage due to business stagnation.
8. In this article the limitations of liability do not apply if the damage is due to intent or gross negligence of the Supplier or his subordinates.
Article 10 Transfer of Risk
1. The risk of loss, damage or depreciation is transferred to the Other Party at the time products to the Other in the power of the Other be charged.
Article 11 Safeguard1
1.The Other Party shall indemnify the Supplier against any claims by third parties in connection with the execution of the damage suffered and whose cause other than the Supplier accountable.
2. If the Supplier accordingly by third parties should be addressed, then Supplier is obliged both outside and in law to assist and immediately what to do for him in that case can be expected. Should the other party fail to take adequate measures, the Supplier, without notice, entitled themselves to do so. All costs and damages on the part of the Supplier and third parties, are for the account and risk of the Other Party.
Article 12 Applicable law and disputes
1. For all legal relationships between the supplier and the ordering party, only Dutch law applies even if a contract wholly or partly abroad to be given or if the legal relationship with the party concerned is domiciled. The applicability of the Vienna Sales Convention is excluded.
2. The court in the place of the Supplier shall have exclusive jurisdiction over disputes, unless the law requires otherwise. Nevertheless, the Supplier is entitled to submit the dispute to the competent court according to law. Parties will first appeal to the courts after they turn to the utmost to solve a dispute by mutual agreement to settle.
Article 14 Location and change conditions
1. These conditions are fully transparent and placed on www.interno-online.nl
2. Applicable is the last registered version or the version valid at the time of the creation of the legal relationship with the Supplier.
3. The Dutch text of these general conditions is decisive for the interpretation.