1.1. These general conditions apply to all offers and quotations, in whatever form, of Alveru and to all agreements concluded with Alveru.
1.2. In addition to these conditions, if agreed in writing, additional conditions may apply to certain services and / or products. If there are differences between the additional conditions and these conditions, then the provisions of the additional conditions apply above these conditions, unless otherwise stipulated in writing.
1.3. From the provisions in these conditions can be deviated if this is agreed in writing. In that case, the other provisions of these conditions remain in full force. The agreed deviations apply exclusively to the agreement where these deviations have been agreed.
1.4. If these conditions apply once, they automatically apply to new agreements between parties, unless otherwise agreed in writing.
1.5. If any provision of these terms and conditions is null and void, is annulled or otherwise declared to be out of application, the remaining provisions of these terms and conditions will remain in full force, and the parties will agree instead of the provision that has expired a replacement clause, whereby the purpose and the scope of the expired provision is taken into account.
1.6. General terms and conditions used by the buyer of Alveru do not apply unless agreed in writing by Alveru. The buyer means any natural person or legal entity that is or will be placed in a contractual relationship of any kind with Alveru. In particular, the buyer also means the person for whose account products are supplied or the (sports) association, club or foundation which has delegated one or more of its members to order products and to have Alveru delivered in its order and for its account. .
2. Offers, quotations and agreements
2.1. All offers and quotations are without obligation, unless otherwise agreed in writing, are as accurate as possible and are based on the numbers, specifications, dimensions and suchlike provided by or on behalf of the buyer. The designs, drawings, models, samples, descriptions, illustrations and suchlike provided with a quotation, as well as any appendices and documents relating to a quotation, are part of this. The non-availability of offers and quotations also applies to orders placed by Alveru buyers or requests made to Alveru via Alveru staff. Offers and quotations have a validity of two weeks, unless a different period is stated in writing.
2.2. An agreement is concluded at the moment that the order placed by the buyer has been confirmed by Alveru, or if the buyer clearly agrees to the offer, or allows Alveru to start executing the order. As long as the order of the buyer has not been refused by Alveru, the buyer remains bound.
2.3. Alveru has the right to execute an order in parts. Each partial delivery counts as a delivery within the meaning of these conditions.
2.4. The order confirmation contains all information regarding the order as it will be executed. The buyer is obliged to immediately check the order confirmation and must report any inaccuracies in the confirmation to Alveru in writing within two working days of the date of dispatch. If such a report remains within this period, the buyer is not entitled to come back to this later, for example by submitting an advertisement for the delivery.
2.5. The buyer is obliged - if the delivery or service outside the Netherlands must take place - in the country where the contract is to be performed on the execution related rules of mandatory nature in any case before issuing the offer in writing to Alveru, in the absence of which no liability can be and will be accepted by Alveru, irrespective of the regulations of the country concerned, in respect of non-compliance with these mandatory rules.
2.6. Images and descriptions in Alveru or suppliers of Alveru-derived catalogs and the like are as accurate as possible but are indicative and do not bind Alveru.
2.7. All advice and communications provided by Alveru regarding the expected use possibilities of products to be delivered by Alveru are without obligation, without any obligation, and are only provided as non-binding indicative information.
2.8. Naturally, Alveru does not bind Alveru in offers, quotations, order confirmations and agreements. Alveru is always entitled to adjust.
3.1. All prices are always based on factory prices, material prices, transport prices and the like applicable at the time of the offer and / or offer.
3.2. If after the quotation date the factory prices, material prices, wages, social security charges, taxes, transport costs, insurance premiums or other price-determining factors are subject to an increase, including price increases as a result of depreciation of the Euro- or if by changing one or more of these factors Alveru's margins undergo a change, even if this is due to circumstances already provided for in the offer, then Alveru is entitled to adjust the prices, until delivery to the buyer has taken place.
3.3. If the price increase amounts to more than 20% with regard to the originally agreed price, the buyer is entitled to dissolve the agreement by means of a so-called written statement, sent within 5 days of the date of the increase notice, without any claim from this dissolution. to claim compensation.
3.4. If Alveru engages a third party for the execution of an agreement, and this third party raises its prices or rates, then Alveru is entitled to pass on the newly applicable prices and / or rates to the buyer with immediate effect.
3.5. The prices quoted by Alveru are always set in Euros, unless otherwise agreed, and always excluding sales tax (VAT) and other equivalent taxes, and are exclusive of transport packaging and transport costs.
4. Security and advances
4.1. Before proceeding to execute the confirmed order, Alveru is entitled to require the buyer to pay an advance payment in respect of its payment obligations up to a maximum of the amount resulting for the buyer from the agreement, or - at the option of Alveru- he provides security, such as an irrevocable bank guarantee up to the amount as due by the buyer in the execution.
4.2. If the buyer refuses to issue an advance or security deposit at the request of Alveru, Alveru is entitled with immediate effect to dissolve the agreement by a written statement in this way, without prejudice to the other grounds for termination referred to in these conditions and without prejudice to the right to compensation of damage. as a result of the dissolution by Alveru ago.
5. Changes or cancellation of the order
5.1. If the purchaser makes changes of any kind whatsoever in the original order, these must be in the written consent of Alveru. The additional costs associated with the change will be charged extra to the buyer.
5.2. In the event of cancellation, the buyer is obliged to reimburse Alveru for all the costs of preparation, storage and the like already incurred with a view to the execution of the order, and to pay compensation, large 25% of the agreed price, all this without prejudice to the right from Alveru on compensation for the entire damage caused by the cancellation.
5.3. Any changes in the performance of the order still required by the buyer after the order has been issued must be communicated to Alveru in good time and in writing, without prejudice to the above provisions. If there is a change in numbers, the buyer must notify this in writing within 24 hours after sending the confirmation.
5.4. Change or cancellation of an order is not permitted with regard to products that have already been delivered for delivery, nor with regard to products that have already been ordered by Alveru specifically for the buyer.
5.5. The execution of verbal and / or telephone urgent changes in an order previously issued shall take place entirely at the expense and risk of the buyer.
5.6. Changing an order may lead to a change in the agreed delivery time, in which case the provisions of article 6 of these conditions will apply in full.
6. Delivery time and delivery
6.1. The delivery time starts from the moment at which Alveru sends the order confirmation in accordance with the provisions of article 2 of these conditions, or Alveru has started the execution of the order. If certain data are required for the execution of the order, or the fulfillment of certain formalities is required, the delivery time will only take effect after all data are in the possession of Alveru, or the necessary formalities have been fulfilled. If Alveru requires a down payment on the order, the delivery period starts on the day on which this down payment is received.
6.2. The delivery times specified by Alveru are without obligation, however much they aim to observe them as accurately as possible, and are only approximate and therefore never as a fatal term as referred to in the Act. Exceeding the delivery time, for whatever reason, never gives the buyer the right to compensation, dissolution of the agreement or non-fulfillment of any obligation, which may result from the agreement concerned or any other agreement related to this agreement, unless there is talk
intent or gross negligence, errors of employees or third parties engaged by Alveru are not included here.
6.3. In any case, if the buyer believes that Alveru has exceeded the delivery time, the buyer will be obliged to give Alveru notice of default in writing and to give Alveru an extra period of 14 days.
6.4. With regard to damage suffered by the buyer as a result of exceeding the delivery time, the provisions of Article 14 of these conditions also apply in addition to the above provisions.
6.5. Delays in the execution of the agreement for whatever reason, causes among employees or suppliers of Alveru included below, automatically lead to an extension of the stated delivery time with as many days as the delay has occurred.
6.6. Postponement of delivery at the request of the buyer can only be done with written approval from Alveru. Any costs and losses resulting from this postponement for Alveru are fully at the expense of the buyer. The cost specification to be provided by Alveru is binding on the buyer.
7.1. Delivery as referred to in these conditions is the act with which Alveru meets its delivery obligation. Partly in view of the provisions of article 9 regarding retention of title, delivery does not have to aim or effect a transfer of ownership.
7.2. Place of delivery is the place of delivery stated in the order confirmation. Transport to this place takes place with own means of transport and / or means of transport from third parties, and at the expense of Alveru for orders over € 500.00 excluding VAT, unless otherwise agreed. From the moment of leaving the warehouse of Alveru, the products are for the account and risk of the buyer.
7.3. For orders that have to be delivered outside the Netherlands, the clause ex-works (ex-works), as referred to in the Incoterms 2000, means that the products are ready for the buyer in accordance with this clause at a time to be specified, unless a different agreement concerning the transport and the delivery has been made in writing.
7.4. For orders where one or more products have to be delivered to addresses indicated by the buyer, Alveru can not be held responsible in any way for the (correctness and / or completeness and / or correctness of the) address data provided by the buyer. In such a case, Alveru also has no obligation of result, but only a best effort obligation. Any additional costs resulting from this method of delivery will be charged to the buyer.
7.5. In the event of a change of the delivery address, the buyer is obliged to inform Alveru by registered letter within 3 x 24 hours, with accurate and complete statement of the new delivery address.
8. Suspension and dissolution
8.1. In case the buyer:
a. does not, not properly or not in time comply with any obligation which may result from the agreement or any other agreement concluded with Alveru, financial obligations included, as well as obligations pursuant to article 4;
b. is affected by a seizure of its products;
c. requests the bankruptcy of the company itself, or the bankruptcy is applied for by a third party;
d. postponement of payment;
e. the company is shutting down or liquidating;
f. is placed under administration and / or curatorship and / or equivalent foreign variant;
g. without Alveru's knowledge of any payment arrangements with creditors or late payments due to third parties after payment has expired,
the buyer is deemed to be in default by operation of law without notice of default and Alveru is entitled without any judicial intervention to suspend the execution of any agreement concluded with the buyer in whole or in part or - at its option - to terminate the agreement (s) in whole or in part. by a so-called written statement, without Alveru being obliged to pay any compensation or guarantee, all without prejudice to Alveru's further rights, including the right to recall the products delivered by Alveru, as well as the right to full compensation.
8.2. In the cases referred to in paragraph 1, all claims that Alveru has or acquire on the buyer are due and payable at once.
9. Reservation of ownership
9.1. All delivered products will only transfer ownership to the buyer if he has fully complied with all his obligations towards Alveru, arising from the agreement that led to the delivery of the products concerned, or from other agreements concluded with the buyer regarding the delivery of products and the related provision of services, as well as in respect of claims due to the buyer's failure to fulfill the agreements.
9.2. Until the moment of full and proper fulfillment by the buyer of the aforementioned obligations, the delivered products remain the property of Alveru. The buyer is not entitled to sell or process the products unless Alveru has given permission in writing. In addition, the buyer is not entitled to sell (rent) the products in question to third parties, to rent them out, to loan them, to pledge them or to provide them as security, in any way whatsoever, or otherwise in the actual power of to bring a third party without written permission from Alveru.
9.3. With regard to registration (Section 5:14 of the Dutch Civil Code) and admixture (Section 5:15 of the Dutch Civil Code), the buyer is obliged to do so now in respect of products delivered by Alveru which may involve registration or mixing, in respect of the applicability of the legal provisions mentioned, to classify the products delivered by Alveru as essential within the meaning of the law, so that a case as a result of accession or admixture becomes wholly the property of Alveru until the moment the buyer meets the obligation referred to in paragraph 1 has met.
9.4. If required, the buyer is obliged to show the products referred to in this article to Alveru on first request and to hand them over to Alveru immediately in case of payment default, and if there is a dissolution as referred to in Article 8.
9.5. The purchaser is also deemed to have already granted Alveru an irrevocable power of attorney for it to enter Alveru or a third party appointed by Alveru from all its business premises and buildings in order to inspect the state of the products and, if necessary, conform to the provisions of the previous paragraph determined to take the products.
9.6. For the products taken on the basis of this article, the products will be credited to the market value to be determined in accordance with the commercial practices of the trade at the time of the return, provided the products are in good condition and / or otherwise used for Alveru. notwithstanding the right of Alveru to settle this crediting all financial obligations resting on the buyer (including compensation) towards Alveru, with due observance of the provisions of Article 10 et seq. regarding the allocation of payments.
9.7. The buyer is obliged to insure the products referred to in paragraphs 1 to 3 against the risks of fire, theft, storm and water damage, and in such a way that the insurance policy includes the stipulation that the insurance also runs on third-party products. .
9.8. The buyer is not permitted to pledge to third parties any claims against his insurer under the insurances as referred to in the previous paragraph insofar as pertaining to the products referred to in paragraphs 1 to 3 or as security in the widest sense. to use the word to serve third parties. Distributions in respect of damage and loss of the products in question take the place of the products concerned.
10. Payment and costs
10.1. Insofar no other payment conditions have been agreed in writing or mentioned below, the buyer must pay the total amounts of the invoice or invoices without discount, for whatever reason and in whatever way, within 14 days after the invoice date.
10.2. Alveru is entitled to charge a credit limitation surcharge on top of the agreed price. In case of payment within the term as referred to in paragraph 1, the buyer is entitled to deduct the surcharge from the invoice amount.
10.3. The buyer is not entitled to set off outstanding invoices against a claim against Alveru, nor is the buyer entitled to subjugate attachment to Alveru.
10.4. If the buyer has not paid within the period referred to in paragraph 1, he is legally in default and Alveru has the right to demand interest from the due date (Article 6: 119a Dutch Civil Code) without a summons or notice of default being required. ) in the amount of the statutory interest increased by 4%, until the day of full payment, all this without prejudice to the further rights of Alveru.
10.5. Payments by the buyer will be paid in accordance with art. 6:44 BW processed; therefore payments will first be deducted from the costs, including those referred to in paragraph 9, then from the interest referred to in paragraph 4, and finally from the principal sum.
10.6. In the event of non-fulfillment of the payment obligations by the buyer, Alveru is entitled to terminate the agreement with immediate effect or to suspend (further) delivery of products and / or services until the moment the buyer has fully complied with the (payment) obligations, the payment of interest and costs owed.
10.7. The buyer will owe Alveru, in addition to the obligations arising from these terms and conditions and the agreement (s), all out-of-court and judicial costs which Alveru incurs, in order to comply with, dissolution or compensation as a result of the entered into.
to demand the agreement (s), whether or not in court, from the buyer, or to be heard by the buyer to defend himself.10.8. Extrajudicial costs are payable by the buyer in any case in which Alveru has insured the assistance of a third party in respect of legal assistance, including collection of amounts due to Alveru.
10.9. Without prejudice to any further rights and claims, the extrajudicial costs shall in any case be at least 15% of the principal sum owed, or the amount for which Alveru appeals to the buyer, or the buyer alveru, with a minimum of á 250.00 excluding VAT.
11. Right of withdrawal
11.1. Alveru is entitled to suspend the obligation to issue products under Alveru in the context of the relevant legal relationship, or otherwise in the context of regular contact under Alveru, until the buyer has fulfilled his obligation to compensate Alveru and has paid payment of outstanding amounts, including interest and costs.
12. Warranty and complaints
12.1. Alveru is responsible for the soundness of the products it supplies and for a reasonable quality -in the light of the customs in the sector- during a period of six months after delivery, unless otherwise agreed, or unless there is a situation as in paragraph 5.
12.2. If products delivered by Alveru prove inadequate or of insufficient quality during the period referred to in paragraph 1, Alveru is only obliged to replace these products with other similar products against return of the products to be replaced, or - at its option - to reimburse the products. invoice amount in respect of the products to be replaced, this against the return of these products, or Alveru is entitled to - at its option - deliver new products and not return the previously delivered products.
12.3. Without prejudice to these terms and conditions regarding liability, Alveru is never obliged to repair or compensation of any kind of indirect or consequential damage caused by products replaced by Alveru.
12.4. The buyer is only entitled to a guarantee in accordance with these conditions if and as soon as the buyer has fulfilled all its payment obligations towards Alveru.
12.5. For products that Alveru does not manufacture itself, Alveru does not provide any more extensive guarantee than that obtained from its supplier (s). If required, Alveru will further inform the buyer about this guarantee.
12.6. For further elaboration of the provisions of paragraph 1 regarding visible defects or defects concerning numbers, sizes, color (authenticity) and / or other specifications, complaints are only valid if they are received within 24 hours after receipt of the products to Alveru or by telephone ( followed by written confirmation) or made known by e-mail.
12.7. Any advertisement as referred to in this provision must contain a clear description of the complaint. Complaints made in another way or delivered to an intermediary or other third party are of no value and will not be processed.
12.8. Unless special requirements have been set for the order and the products have been confirmed by Alveru, products will be of a quality that is customary in the industry.
12.9. The buyer is obliged to check the delivered products immediately on the basis of the order confirmation issued by Alveru. Complaints must therefore also be based on a deviation from the delivery with regard to the order confirmation.
12.10. The buyer who has not checked the delivered products within 24 hours after receipt on delivered quantities, sizes, color (authenticity) and / or execution, is deemed to have unconditionally agreed with the delivery.
12.11. With due observance of the provisions of paragraph 16, the buyer will be able to submit complaints in writing due to hidden defects within 14 days after discovery.
12.12. Complaints do not entitle the buyer to suspend payment of the invoice relating to the delivery of the products to which the complaints relate or payment of other invoices.
12.13. Products delivered and accepted by the buyer in accordance with this provision will never be taken back.
12.14. Alveru is not obliged to honor complaints relating to defects or errors by or on behalf of the buyer prescribed designs, method of use and the like.
12.15. Neither can Alveru be held liable for the guarantee obligation if there is misuse of the products delivered by Alveru or if products supplied by Alveru have subsequently been processed, repaired or otherwise altered by third parties by or on behalf of the buyer.
12.16. Any claim under this article will lapse six months after the invoice date that relates to the delivery in which the products in respect of which the buyer wishes to advertise are included, unless otherwise agreed in writing.
13. Force majeure
13.1. Fault in the company of Alveru as a result of force majeure (as such, in the context of agreements governed by these terms and conditions, the parties will in any case apply as force majeure the following circumstances: war, riots, flooding, blocks in transport, stagnation or limitation or cessation of supplies of public utilities, lack of means to generate energy, fire, accidents, strikes, exclusions, trade union actions, making supply and / or production impossible or unreasonably onerous, government measures, non-delivery of necessary materials, products and / or semi-finished products to Alveru by third parties, the loss of the products as intended for delivery to the buyer, and other unforeseen circumstances, including in the country of origin of the products, which disrupt the normal course of business in Alveru company, and the execution of the order (s) slowing down or making it reasonably impossible) leads oe that Alveru has been discharged from the fulfillment of the agreed delivery period and / or its delivery obligation, without the buyer being able to exercise any right to compensation for damage, costs and interest on that account. Alveru will immediately notify the buyer if a case of force majeure as referred to in the previous sentence occurs.
13.2. If the force majeure must be assessed as permanent, both Alveru and the buyer can dissolve the agreement in whole or in part by means of a written statement in this way. A permanent force majeure shall in any case apply if the force majeure continues for more than four months. Neither Alveru nor the buyer can claim compensation for damages in such a case.
14.1. Subject to generally applicable rules of public policy, with the exception of the specific provisions of the Dutch Civil Code concerning Product liability (articles 6: 185 up to and including 6: 193 Dutch Civil Code), Alveru shall comply with its obligation to deliver, with due observance of the relevant guarantee and warranty. Complaints are regulated in article 12, always as sole and complete compensation and any other claim for damages on the part of the buyer is excluded.
14.2. Alveru shall never be liable to the buyer, not being a consumer, for compensation of costs and damage due to personal accidents. Alveru is never obliged to the buyer to compensate the costs and damage due to damage to (un) movable products, the loss of value added to products delivered as a result of the total or partial unusability, either directly or indirectly at the time of delivery. the buyer or third parties cause damage of any kind whatsoever, unless the buyer proves that the damage is due to intent or gross negligence on her part, her employees not included here.
14.3. Alveru shall never be liable towards the buyer for damage suffered by the buyer as a result of claims by third parties, including its own employees, as a result of damage of whatever nature as caused by products delivered by Alveru to the buyer. The aforementioned claims of third parties include claims based on the legal provisions regarding Product liability.
14.4. The buyer is obliged to deal with the products supplied by Alveru as an expert and to use them correctly and in any case not to use them improperly, or to use them for a purpose other than that for which they are suitable according to objective criteria.
14.5. Alveru is not liable for consequential or consequential loss, indirect damage, lost savings and loss of profit or turnover, in any way whatsoever, or in any way whatsoever caused by Alveru, unless there is intent or gross negligence.
14.6. Upon request, Alveru is prepared to advise the buyer in respect of a specific use, provided that the buyer informs Alveru fully and comprehensively about the proposed use. Processing of the advice takes place at all times on the responsibility of the buyer himself.
14.7. For damage that is directly or indirectly the result of an advice referred to in the previous paragraph or at the request of the buyer performed assembly and repair services applies without prejudice to all that is laid down in this provision, so that every time where Product liability is discussed in the In the context of damage as direct or indirect as a result of an advice or installation or repair carried out by Alveru, it must be read: "Product liability and / or Service liability".
14.8. The purchaser shall indemnify Alveru in respect of all damage suffered by Alveru as a result of any claim for damages by third parties, including the employees' own employees, as a result of damage arising as a result of
Alveru (re) delivered product, including damage claims based on legal provisions regarding Product liability and / or Service liability and also as a result of Alveru's violation of patents and / or other intellectual property rights as a result of the use of data provided by or on behalf of the buyer , drawings, instructions concerning products to be manufactured and / or method (s) to be used and the like.
14.9. In so far as Alveru is addressed by third parties as referred to in the previous paragraph, the buyer shall fully compensate Alveru for all costs of legal and other assistance that Alveru has to make in respect of these claim claims, such as defending, negotiating, etc. These costs are deemed to be at least 15 % of the claim amount claimed, without prejudice to Alveru's right to recover from the buyer the actual reasonable costs of legal assistance.
14.10. Without prejudice to the foregoing, Alveru shall never be liable towards the buyer for a higher amount than the amount of the price stipulated with regard to the agreement with the buyer regarding the delivery of the products and materials that indirectly or directly caused the damage, delay damage here included.
14.11. In all cases in which the buyer is obliged under this provision to indemnify Alveru, he is also obliged to respond to a request to protect Alveru in court proceedings on first request.
14.12. The right to claim compensation will lapse in respect of all agreements governed by these terms and conditions after one year after the invoice date.
15. Waiver of right to dissolution
15.1. The buyer waives his right to demand dissolution of the agreement as regulated in art. 6: 265 BW due to a shortcoming in compliance by Alveru, unless there is a situation as regulated in article 13.2 of these conditions.
16. Intellectual property rights
16.1. By issuing the order, the buyer unconditionally agrees with the fact that all intellectual property rights arising from the calculations, models, drawings and descriptions of all kinds made by Alveru in the context of the execution of the agreement, remain with Alveru or come to rest, this without prejudice to any contributions to the creation of such works by or on behalf of the buyer. If such works are handed over to the buyer, he is bound to secrecy and is not entitled to hand over these works to third parties and / or have them reproduced (or have them reproduced) without written permission from Alveru.
16.2. By issuing the order, the buyer unconditionally agrees with the fact that all intellectual property rights on the products to be delivered by Alveru will be (at least) vested in Alveru.
16.3. The buyer is not allowed to remove and / or change any indication regarding intellectual property rights from or from the products delivered by Alveru.
17. Applicable law and competent court
17.1. All offers, quotations, order confirmations and agreements governed by these terms and conditions are governed exclusively by Dutch law, with the express exclusion of the Vienna Sales Convention.
17.2. All disputes relating to or resulting from the agreements concluded with Alveru or offers, offers and order confirmations will be brought to the exclusion of the competent Dutch court in the district of Alveru's place of business, except insofar as any mandatory regulation in force in the Netherlands stipulates otherwise.