Grimas B.V.
Nijverheidsweg 35 A 2102 LK Heemstede The Netherlands Tel.: (+31) 23 5 29 01 55 Fax: (+31) 23 5 29 13 99 E-mail: grimas@grimas.nl Correspondence: P.O. Box 3240 2001 DE Haarlem The Netherlands VAT number: NL.8017.60.252.B.01 Chamber of Commerce registration number (Haarlem): 34051942 HEEMSTEDE, 20-DEC-2016 GENERAL TERMS AND CONDITIONS OF PAYMENT Our terms and conditions of payment shall apply exclusively to all our offers, sales agreements and other transactions with and advice given to businesses established either in or outside the Netherlands. Any stipulations deviating from them shall apply only if they have been accepted by us in writing. In such cases, the deviating stipulations shall apply only for the transaction in question. When Grimas BV permits deviations, whether implied or explicit, from these conditions for any length of time, this shall be without prejudice to its right to demand immediate and strict compliance with these conditions. You may never claim any rights on the grounds that Grimas BV has previously not applied these conditions strictly. Article 1 - Offer Our offers are without obligation. The purchase becomes effective by, and at the moment of, our order confirmation, which is our acceptance of buyer's order. Article 2 - Price The price of the goods is the price stated in our price list as valid on the day of the order confirmation. The order confirmation also determines the nature and scope of our delivery obligations, subject to the condition that deviations therein are permitted of up to 5% of the quantities stated in the order confirmation. Article 3 - Delivery The delivery of the goods is from the factory. Ownership is transferred to the purchaser at the moment the goods leave the factory, except as provided for in Article 5 of these conditions. The buyer shall bear the costs and risks of transport. Unless expressly stated otherwise, Grimas keeps the goods insured during transport against the risks of loss, theft and damage. The cost of this insurance shall be borne by Grimas. If the purchaser fails to take up the goods ordered, Grimas shall be entitled to store the goods at the expense and risk of the purchaser. If the goods have still not been taken away after two months, Grimas shall be entitled to sell the goods at the purchaser's expense. The net yield of such a sale shall be deducted from the overall claim that Grimas has against the purchaser relating to the goods that were not taken up. If partial deliveries of the goods have been agreed, the parties shall be deemed to have entered into separate agreements for each individual delivery. The delivery periods are the times stated when the order is confirmed. Delivery periods are target times. Exceeding the delivery period shall not entitle the purchaser to compensation for damages. The numbers, quantities or weights stated on the packaging slip shall be deemed to be correct Article 4 - Suspension and dissolution Grimas shall be entitled as it sees fit either to suspend further implementation of the sales contract or to dissolve the sales contract entirely or in part, notwithstanding its right to compensation for damages, in the event that: (a) the purchaser fails to meet any obligation to Grimas pursuant to this or any other agreement; (b) the purchaser dies, requests a suspension of payments (provisionally or otherwise), is declared bankrupt, or in general loses the right to free control and free disposal of its assets either partially or in full. All claims that Grimas has against the purchaser on whatever grounds shall become immediately claimable in the preceding cases (a) or (b). Article 5 - Retention of title All goods and packaging remain the property of Grimas until the purchaser has met in full all its financial obligations to Grimas under the agreement in question and under any other agreements. In the event that the purchaser remains in default with respect to settlement of its financial obligations, despite reminders, Grimas shall be irrevocably and unconditionally entitled and empowered to reclaim the goods, wherever they may be located, and to sell them on to third parties. The net yield shall be used for reducing the purchaser's obligations. Article 6 - Right of retention Grimas shall be entitled to retain goods that have already become the property of the purchaser but are still under the control of Grimas for whatever reason until the purchaser has fulfilled all its financial obligations to Grimas pursuant to the transaction in question or any other transactions. Article 7 - Payment, interest and costs All payments must be made within fourteen days of the invoice date, without any deductions or compensation. Payment shall be deemed to have taken place at the Grimas office. In the event of a complaint, the agreed purchase sum shall still be paid within the agreed term, although such a payment shall be made subject to the reservation of all rights relating to the complaint. If the purchaser is in default for the fulfilment of its payment obligations to Grimas, Grimas shall be entitled without further notice to claim extrajudicial debt collection costs that shall be set at 15% of the principal sum. Interest of 1% per month shall be owed on open invoices, to be calculated from the moment at which the purchaser is in default. Grimas shall be entitled at all times to require the purchase to guarantee a specific time at which the goods are to be delivered. Article 8 - Complaints Complaints relating to the nature and/or quantity of the delivered goods not complying with what is stated on the packaging slip must be submitted to Grimas in writing within eight days of the day of receipt. All rights to lodge a complaint lapse if this requirement is not met. Article 9 - Product handling and product information The purchaser is obliged to handle Grimas products in accordance with the latest product information provided by Grimas stating how to do so and must also pass this information on to its own customers (in both written and digital forms). The purchaser is forbidden to display the products as toys and/or handle them as such. The purchaser is not permitted to sell goods purchased from Grimas in any packaging other than that delivered by Grimas. The purchaser is not permitted to make any modifications to that packaging. Article 10 - Liability Grimas gives user the guarantee that its products are safe and accepts its liability for this. Grimas only accepts liability for advice about the nature and applicability of goods delivered by Grimas where it issued such advice in writing. Grimas is insured against this liability risk up to a maximum payment of € 5,000,000 per event. The liability of Grimas for its written advice remains limited to the maximum amount paid out by this insurance policy. Written advice issued by Grimas does not absolve purchasers of the obligation to find out for themselves whether the goods supplied are suitable for the intended use and that such use is permissible in the end user's country. Without prejudice to its liability under mandatory legal provisions, Grimas shall not be liable for other direct or consequential damages suffered by the purchaser and/or third parties caused by or to the goods delivered other than the compensation for damages for which Grimas may be held liable pursuant to these conditions. Article 11 - Trade name and brand The purchaser is not permitted to use the Grimas trade name and/or brand other than through advertising and/or informational materials supplied by Grimas or approved by Grimas in writing. Article 12 - Disputes All agreements concluded by Grimas are subject to Dutch law. Any and all disputes that may arise between Grimas and the purchaser shall be adjudicated exclusively by the competent court for the district in which the Grimas offices are located. Article 13 - Liability disclaimer for the website www.grimas.nl / www.grimas.com The content of this website has been put together with the utmost care. Grimas cannot be held liable for any errors or inaccuracies that may have been caused by misuse by others (hackers) or by incorrect translations of the original Dutch or English texts, or for the consequences of using such information. |