TERMS AND CONDITIONS
Trading company Troedoor BV (trade name J&E, Troedoor)
6666 MP HETEREN
tel. 026 - 479 0871
filed with the Chamber of Commerce at Arnhem
under number 09069735
Article 1. Definitions
In these GTC, the terms and expressions used below are defined as follows:
- User: Troedoor B.V. ("Troedoor")
- Buyer: every legal or natural person, who in the exercise of a profession or business has concluded or wishes to conclude a contract with Troedoor, and also their representatives and agents, as well as their legal successors.
- Terms and Conditions: this AVLV of Troedoor.
- Products: all items that are the subject of an agreement with Client.
- Order: any order from the Buyer to Troedoor.
- Agreement: every agreement that comes into being between Troedoor and the Buyer, as well as every amendment or addition thereto, as well as all (legal) acts in preparation and execution of that agreement.
- In writing: signed by the person(s) with statutory authority to validly represent the party in question, unless the term "in writing" is expressly and unambiguously defined otherwise.
Article 2 Applicability of these terms and conditions
- These terms and conditions apply to all offers, quotations, all agreements of Troedoor and all resulting engagements with the Buyer.
- If the Buyer declares his own General Terms and Conditions applicable to an agreement with Troedoor or refers to them, then these General Terms and Conditions are not accepted by Troedoor. The applicability of General (delivery and payment) conditions and/or other conditions of the Buyer is expressly excluded. The Buyer's General Terms and Conditions are only valid if and insofar as they have been expressly accepted by Troedoor and this acceptance has been confirmed in writing by Troedoor to the Buyer.
- Deviations from or additions to these General Terms and Conditions are only binding on Troedoor if they have been expressly agreed upon in writing by Troedoor prior to the conclusion of the Agreement.
- In these Conditions, written shall also mean electronic if electronic communication has been agreed upon.
- Troedoor has the right at all times to unilaterally amend, supplement and/or apply new Terms and Conditions. Troedoor will inform the Buyer of such change(s), addition(s) or new conditions 10 working days in advance.
- If and to the extent that any provision of these GTC is void or voidable, the other general provisions shall remain in full force and effect. If and to the extent that these general terms and conditions do not provide for a clause or if there is ambiguity about a clause, then this omission, or this ambiguous provision, should be interpreted "in the spirit" of these general terms and conditions.
- Troedoor's AVLV have been communicated to the Buyer in advance and are always available for consultation on Troedoor's website and can also be downloaded there as a PDF file. These Terms and Conditions will be sent free of charge to the Buyer upon request.
- All that is stipulated in these Terms and Conditions and in agreements with Troedoor is also stipulated for intermediaries and other third parties engaged by Troedoor.
Article 3 Offers and Quotations
- Offers and/or quotations issued by Troedoor are without obligation and are valid for 30 days.
- During the offer period, offers are valid as long as the respective products can be delivered.
- Images, drawings, sizes, weights and prices of the products to be delivered are/are displayed on the website as accurately as possible. Models and samples shown or provided
are only indications of the products in question and are never binding on Troedoor. The aforementioned product designations cannot be invoked by the Buyer. However, Troedoor is never liable for the errors and/or discrepancies herein or the consequences thereof.
- Offers/offers can only be accepted in writing (including acceptance electronically or by fax). Troedoor is nevertheless entitled to accept a verbal acceptance.
Article 4 Delivery
- Delivery, unless otherwise agreed, shall be made from the warehouse. Unless otherwise agreed, delivery shall be DAP (Delivered At Place), according to the latest Incoterms in force.
- The buyer is obliged to take delivery of the purchased goods at the time when
these are delivered to him or at the time when, according to the
agreement are made available to him. If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the items will be stored at the buyer's risk. Security deposits (usually down payments) are forfeited to Troedoor. In such case, the buyer shall be liable for all additional costs, including in any case storage costs.
- Troedoor is entitled to make partial deliveries provided they do not lead to an increase in costs for the Buyer.
- The risk relating to the products will pass to the Buyer at the time of delivery. Delivery is deemed to have taken place once the products have been presented to the Buyer and the Buyer (or its employee) has signed them for receipt. Delivery is also deemed to have taken place once the Buyer (or his employee) has signed for receipt of the products offered by Troedoor, but that delivery has proved impossible in the judgment of Troedoor.
- If delivery of the products to the Buyer proves impossible due to circumstances not attributable to Troedoor, or if the Buyer does not accept the products, then the Buyer is in default without notice of default and the Buyer is liable to compensate all of Troedoor's resulting losses. In that case, Troedoor is entitled to store the products at Troedoor's expense and risk of the Buyer without prejudice to the Buyer's obligation to pay the invoice amount due on the due date and, for that matter, without prejudice to what is stated in article 8 regarding retention of title. Troedoor can also choose in this case to redeliver the products to third parties, on the understanding that the Buyer, apart from the damage and storage costs incurred as mentioned above, will bear the difference in the invoice prices.
Article 5 Delivery time
- The statement of delivery time is approximate and is based on the circumstances prevailing for Troedoor at the time of this statement. This delivery time will be observed by Troedoor as much as possible.
- If Troedoor requires data or auxiliary means for the execution of the Agreement that must be provided by the Buyer, the delivery time can never begin until the day that all the necessary data or auxiliary means are in Troedoor's possession.
- Troedoor has the right to delay delivery. If the delivery time is exceeded, the Buyer is not entitled to any damages or compensation otherwise. Buyer shall in that case also not be entitled to rescind the agreement, unless the exceeding of the delivery time of the relevant products is such that Buyer cannot reasonably be required to maintain that particular part of the agreement. In this case, the Buyer shall be entitled to rescind the agreement however only insofar as it concerns late delivered/to be delivered products as referred to above.
- Troedoor is permitted to deliver goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, Troedoor is authorized to invoice each part separately.
Article 6 Warranty
- Goods delivered by Troedoor are sound and at the time of delivery meet the requirements that can reasonably be made of them and for which they are intended in normal use.
- Troedoor gives no warranty on items that must meet specific technical requirements at the Buyer's request. If the Buyer has different technical requirements, he must request these in writing and expressly to Troedoor at the conclusion of the purchase agreement. Items that need to meet specific requirements should be ordered by signed detail drawing.
- Insofar as a warranty is given by Troedoor, this warranty goes no further than supplying new parts (to replace what is faulty). In monetary terms, it shall not exceed the invoice value of the delivered goods, insofar as the delivered goods are defective. In the case of manufacturer's warranty, then this warranty applies to the Buyer with Troedoor as intermediary.
- If defects in the item reveal themselves after two years from delivery, Troedoor is never liable for this, unless the nature of the product dictates otherwise.
- Any form of guarantee lapses if the defect is the result of improper assembly, injudicious or improper use of Troedoor's products. In the event that the Buyer itself or third parties have made changes to the delivered item, the warranty shall also lapse. Nor is a claim under the guarantee possible if the defect arises due to or as a result of circumstances beyond Troedoor's control.
Article 7 Suspension, Termination of the Agreement and Interim Termination
- Troedoor is entitled to suspend the fulfillment of its obligations, or to dissolve the Agreement, if the Buyer does not, does not completely or does not timely fulfill the obligations under the Agreement. In this case, the Buyer is liable to compensate Troedoor for the resulting costs and damages, including property damage.
- Troedoor's claims against the buyer are immediately due and payable in the following cases:
- if, after the conclusion of the Agreement, circumstances come to the knowledge of Troedoor that give Troedoor good reason to fear that the buyer will not fulfill his obligations;
- if Troedoor has asked the buyer at the conclusion of the agreement to provide security for fulfillment for a specified period and this security is not provided by the deadline set or is insufficient.
- If the Buyer does not wish to take delivery of the goods for whatever reason, the security deposit (usually the down payment) expires only in the event that the goods do not meet the requirements agreed upon in writing between Troedoor and the Buyer. In this case, Troedoor offers to replace these goods once with others provided that these goods represent the same values as the goods previously purchased. In the latter case, the deadlines mentioned in Article 6 will then apply.
- If circumstances arise relating to persons and/or material that Troedoor uses or tends to use in the execution of the Agreement, which are of such a nature that the execution of the Agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the Agreement can no longer reasonably be required, Troedoor is authorized to dissolve the Agreement.
- If the dissolution is attributable to the Buyer, the Buyer must compensate Troedoor for the resulting (direct and indirect) damage.
- If Troedoor suspends or dissolves (a part of) the Agreement, Troedoor is in no way bound to compensate the Buyer for any damage resulting from this. However, the Buyer is obliged to compensate the damage if the Buyer proceeds to suspend or dissolve all or part of the agreement.
- In case of suspension of payment or bankruptcy at the Buyer's expense, Troedoor is free to terminate the contract without further obligation to pay compensation or the right to indemnification.
- Interim termination by the Buyer leads to an obligation of compensation on the part of the Buyer towards Troedoor.
Article 8 Retention of title
- Troedoor remains the owner of the goods sold until the Buyer has paid the price (and any additional costs) in full.
- Goods delivered by Troedoor, which are subject to retention of title by virtue of paragraph 1, may only be resold in the context of normal business operations.
- The buyer is not authorized to pledge the goods or to establish any other right on them.
- If the Buyer fails to fulfill his obligations or if there is a well-founded fear that he will not do so, Troedoor is entitled to remove from the Buyer or third parties holding the goods on behalf of the Buyer the delivered goods on which the retention of title referred to in paragraph 1 rests. The buyer is obliged to provide all cooperation to this end on penalty of a 10% fine of the amount owed by him per day.
- If third parties wish to establish or assert any right to the goods delivered under retention of title, the Buyer is obliged to inform Troedoor as soon as may reasonably be expected.
- The buyer undertakes at the first request of Troedoor:
- to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to make the policies of these insurances available for inspection;
- to pledge to Troedoor all the Buyer's claims against insurers regarding the goods delivered under retention of title in the manner prescribed in Art. 3:239 of the Civil Code;
- to pledge to Troedoor the claims that the purchaser acquires against his purchasers when reselling goods delivered by Troedoor under retention of title in the manner prescribed in Art. 3:239 of the Civil Code:
- mark the goods delivered under retention of title as the property of Troedoor;
- to cooperate in other ways with all reasonable measures that Troedoor wishes to take for the protection of its property rights with respect to the goods and which do not unreasonably interfere with the Buyer in the normal conduct of its business.
- All goods delivered by Troedoor remain the property of Troedoor until the Buyer has properly fulfilled all obligations from the agreement(s) concluded with Troedoor. Only after full fulfillment of all obligations, including the payment obligation(s) by the Buyer to Troedoor, does ownership of the products pass to the Buyer.
- Before ownership of the products is transferred to the Buyer, the Buyer is not authorized to pledge, otherwise dispose of or encumber the products or grant rights to third parties thereon.
- If Troedoor wishes to exercise its property rights, the Buyer gives in advance unconditional and irrevocable permission to Troedoor to enter the places where the delivered goods are located and to effect its right of ownership.
- In the event that third parties seize the goods delivered under retention of title, or third parties wish to establish or assert rights to these goods, the Buyer is obliged to inform Troedoor of this immediately. The Buyer shall also immediately inform the attaching bailiff, administrator or receiver of Troedoor's (ownership) rights. The Buyer shall ensure and warrant that a seizure of the products is promptly lifted.
- If the Buyer has an insurance policy for the benefit of the delivered goods, then in the event of damage and in the event of payment by the insurer, the proceeds thereof will accrue to Troedoor.
- The Buyer shall expressly not be permitted to invoke a right of retention with respect to safekeeping costs and to set off such costs against the performance due from it.
Article 9 Defects and Complaint Periods
- The Buyer is obliged to carefully check the products immediately upon delivery to ensure that the correct number and type have been delivered according to the shipping documents. In addition, the Buyer is obliged to carefully inspect the products for visible defects and damage immediately upon delivery.
- Complaints relating to visible defects must be reported to Troedoor in writing by the Buyer immediately, but no later than 5 calendar days after delivery of the products, on pain of forfeiture of the right to complain. Complaints relating to non-visible defects within 3 days of discovery thereof, such also on pain of forfeiture of the right to complain.
- Troedoor is not obliged to deal with complaints about deviations concerning the delivered products that reach it later than 10 calendar days after receipt of the products by the Buyer.
- even if the buyer complains in a timely manner, his obligation to pay and take delivery of orders placed remains. Items can only be returned to Troedoor with prior written consent.
- The Buyer will provide all cooperation necessary for investigation of the complaint, including by giving Troedoor the opportunity to investigate the circumstances of use (or have them investigated).
- If the Buyer does not cooperate or otherwise investigation is not (no longer) possible for Troedoor, the complaint will not be processed and the Buyer has no claims in this regard. If the complaint is found to be unfounded by Troedoor, then costs of investigating the complaint will be borne by the Buyer.
- Buyer cannot derive any rights from the consideration of a complaint.
- The Buyer is not free to return the products until Troedoor has agreed to this in writing. Only if a timely, correct and justified complaint has been made will the reasonable costs of return be borne by Troedoor.
- If Buyer complains about defects in a product in a timely, correct and justified manner, the resulting liability is expressly limited to the provisions of Article 14.
- The warranty expressly excludes damage resulting from normal use or wear and tear and damage not resulting from a manufacturing defect.
- If Troedoor delivers products to the Buyer that Troedoor has obtained from its suppliers, Troedoor is never bound to a more extensive guarantee vis-à-vis the Buyer than that to which Troedoor can lay claim vis-à-vis its suppliers.
- Returns will only be accepted if the product is in its packaging and both the product and packaging are in complete, complete, undamaged, clean, unused and original condition. The assessment of this is up to Troedoor. Also, all manuals and/or accessories provided must be returned in the aforementioned condition.
Article 10 Prices and Price Increase.
- Prices are always exclusive of VAT/sales tax, any other taxes and/or levies and exclusive of shipping, postage and packaging costs, unless otherwise stated or agreed in writing. Any handling and/or shipping costs will be charged separately.
- The prices are based on the circumstances applicable to Troedoor at the time of the agreement, such as, among other things - but not limited to - statutory regulations, labor, cost prices of raw materials and materials, purchase prices, excise, import and export duties, exchange rates, levies and taxes levied directly or indirectly from Troedoor or charged to Troedoor by third parties and/or other factors that influence the price for whatever reason. If these circumstances change after the conclusion of the Agreement but before the aﬂivery, Troedoor has the right to pass on the resulting costs to the Buyer through a price increase. If this is the case, Troedoor will notify the Buyer of the changes as soon as possible
- Without prejudice to the previous paragraph, Troedoor has the right to increase prices at any time, with a maximum of 20% per calendar year. Troedoor will inform the Buyer of this price increase as soon as possible, and no later than 30 calendar days in advance. If the other party is a natural person who is not acting in the exercise of a profession or business, in the event of a price increase, as referred to in paragraph 2 of this article, within three months after the agreement has been concluded, this other party shall be entitled to dissolve the purchase agreement in writing, unless the parties have stipulated that delivery shall take place three months after the purchase.
Article 11 Packaging
- The buyer is obligated to return loaner packaging within 14 days empty and in undamaged condition. If the buyer fails to fulfill its obligations with respect to packaging, all costs resulting from this shall be borne by the buyer. Such costs include those resulting from late returns and costs of replacement, repair or cleaning.
- If the Buyer does not return loaned packaging after a demand for payment within the period stated therein, Troedoor is entitled to proceed with replacement and to charge for the costs thereof, provided that Troedoor has announced these steps in its demand for payment.
Article 12 Payment
- Payment must be made by direct debit or after written permission from Troedoor BV within 30 days of the invoice date, by legal tender at the offices of Troedoor by transferring the amount owed to account number: NL91RABO0387077111 Rabobank in Oosterbeek. If payment is not made within that period, Troedoor can suspend its work on behalf of the buyer without further notice of default.
- After the expiry of 30 days from the invoice date, the Buyer shall be in default; in that case, the Buyer shall owe default interest equal to the then current statutory commercial interest rate in the Netherlands (as referred to in Article 6:119a of the Dutch Civil Code) plus a surcharge of 8 percentage points on all amounts not paid by the last day of the payment period from that day. In addition, the Buyer owes Troedoor the collection costs indicated in Article 13.
- Payment shall be made without discount or offset.
- If the Buyer has not paid on time, In the event of liquidation, bankruptcy or suspension of payment of the Buyer, the Buyer, without a notice of default being required, is legally in default and Troedoor's claims on the Buyer are immediately due and payable.
- Payments made by the buyer shall always serve to settle firstly all interest and costs due, and secondly payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
- Disagreement over the invoice amount to be paid does not suspend Buyer's payment obligation.
Article 13 Collection costs
- If the buyer is in default or breach of one or more of his obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the buyer. In any case, the buyer shall owe: on the first 6500,- 15% with a minimum of € 300,- ex. VAT, on the excess up to 13000,- 10%, on the excess up to 32500,- 8%, on the excess up to 130000,- 5% and on the excess 3%. The Buyer shall owe interest on the collection costs due. If Troedoor proves to have incurred higher costs, which were reasonably necessary, these are also eligible for reimbursement.
- The Buyer owes Troedoor the legal costs incurred by it in all instances. This only applies if Troedoor and the purchaser conduct legal proceedings in relation to an agreement to which these General Terms and Conditions apply and a court ruling becomes final and conclusive whereby the purchaser is found to be completely or predominantly in the wrong.
Article 14 Liability and indemnification
- Troedoor is not liable for damage to the products other than in compliance with the provisions of Article 6.
- Troedoor is not liable for misunderstandings, mutilation, delays or inadequate transmission of orders, irrespective of the reason for this, and communications in the traffic between Troedoor and the Buyer, or between Troedoor and third parties, insofar as pertaining to the relationship between Troedoor and the Buyer, unless and insofar as there might be a case of deliberate intent or gross negligence on the part of Troedoor.
- Without prejudice to the other provisions in these Terms and Conditions, Troedoor's contractual and legal liability is at all times limited to the amount of the agreed price of the product or service delivered in respect of which that liability would have arisen.
- Troedoor, if it has been given an order for special manufacture, or if it has been given products for repair, treatment or processing, is only liable for damage allegedly caused by intent or gross negligence on its part.
- Troedoor is not liable, either on the grounds of the law or from the agreement, for so-called consequential damage that the Buyer or a third party may suffer in relation to the execution by Troedoor of the agreement and/or (the use of) the products, including trading losses and immaterial damage.
- Otherwise, Troedoor's liability is limited to the amount of the payment made by the insurance company, insofar as this liability is covered by its insurance.
4 If and insofar as, for whatever reason, no payment is made under the said insurance, all liability is limited to the amount invoiced by Troedoor in respect of the matter in question.
- Troedoor's liability expires if the client has not held Troedoor liable in writing within 1 year after the client has become aware of the event leading to the (possible) liability.
- Unless the damage has been caused by intent or gross negligence on the part of Troedoor, the Buyer will indemnify Troedoor for all claims by third parties for whatever reason, including compensation for damage, costs or interest, directly or indirectly related to (the use of) products and will compensate Troedoor for all damage, including (legal) advisor costs, that Troedoor suffers as a result of such agreements.
Article 15 Force majeure
- Force majeure means circumstances that prevent fulfillment of the commitment, and which are not attributable to Troedoor. This shall include (if and insofar as these circumstances make fulfilment impossible or unreasonably difficult): natural disasters (including contagious diseases), strikes or political strikes in the Troedoor company; government measures, general lack of necessary raw materials and other goods or services required for the realization of the agreed performance; unforeseen stagnation at suppliers or other third parties on which Troedoor depends and general transport problems.
- Troedoor also has the right and can invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Troedoor must fulfill its commitment.
- During force majeure, Troedoor's delivery and other obligations are suspended. If the period in which fulfilment of the obligations by Troedoor is not possible due to force majeure lasts longer than 2 months, both parties are authorized to dissolve the agreement, without there being any obligation to pay compensation in that case.
- If Troedoor has already partially fulfilled its obligations when Force Majeure arises, or can only partially fulfill its obligations, it is entitled to invoice separately what has already been delivered or the part that can be delivered, and the buyer is obliged to pay this invoice as if it were a separate This does not apply, however, if the part already delivered or the part that can be delivered has no independent value.
- Interim termination by the Buyer leads to an obligation of compensation on the part of the Buyer towards Troedoor.
Article 16 Modification of conditions
- Troedoor is authorized to make changes to these terms and conditions. These amendments take effect at the announced time of entry into force. Applicable is always the last filed version or, as the case may be, the amended version sent to the buyer or, as the case may be, the version in force at the time the agreement(s) were concluded.
- Deviations from these Terms and Conditions are only effective if confirmed in writing by Troedoor.
- In the event of a contradiction between an agreement with Troedoor and these Terms and Conditions, the agreement always prevails, unless expressly stated otherwise in the agreement.
- In case of deviation from one or more provisions of these Terms, the remaining provisions will remain in full force and effect.
- When deviations from these Conditions on any point and/or part are expressly or tacitly permitted by Troedoor for a shorter or longer period of time, this does not affect Troedoor's right to direct and strict compliance with these Conditions for the future. Also if Troedoor. has not or not fully exercised one or more of its rights under these Terms for a period of time, the Buyer may not derive any rights therefrom for the future.
Article 17 Choice of law, competent court
- Notwithstanding the legal rules for jurisdiction of the civil court, any dispute between the buyer and the seller, in the event that the court has jurisdiction, shall be settled by the District Court of Arnhem. However, Troedoor remains authorized to sue the Buyer before the court that is competent according to the law or the applicable international treaty.
- Dutch law applies to every agreement between Troedoor and the Buyer.