LAZE VOF – GENERAL TERMS & CONDITIONS B2B
General terms and conditions for the sale and delivery of products to businesses
Article 1. Definitions
In these general terms and conditions, the terms used shall have the following meaning:
- Supplier: the company as mentioned in Article 2 of these conditions.
- Customer: the party with whom the supplier enters into an agreement.
- Parties: the supplier and the customer together.
- Agreement: any agreement between the supplier and the customer.
- Product: the goods supplied by the supplier.
- Written: by email, by message via an electronic device, or by post.
Article 2. Identity of the Entrepreneur
Company: LAZE VOF
Registered address: Zijtak 11, 1251 RR Laren
Phone number: +31(0)202117689
Email address: in**@**ze.nl
VAT identification number: NL864172382B01
Chamber of Commerce number: 87000741
Article 3. Applicability
3.1. These general terms and conditions apply to all quotations, offers, orders, agreements, and deliveries of products by or on behalf of the supplier.
3.2. Any additions or modifications to these terms must be in writing and agreed upon by both parties.
3.3. Additional and/or deviating general terms and conditions of the customer or third parties are expressly excluded.
Article 4. Quotations and Offers
4.1. All quotations and offers are non-binding, including price, delivery times, and the possibility of delivery, unless expressly agreed otherwise in writing.
4.2. All quotations or offers are valid for a maximum of 4 weeks from the date of issuance, unless another period is stated in the quotation or offer.
4.3. Quotations and offers do not apply to subsequent orders unless expressly agreed upon in writing between the parties.
Article 5. Fabric Samples, Models and Samples of a Product
5.1. If the customer receives a sample, model, or sample of a product, no rights can be derived from it other than that it gives an indication of the nature of the product, unless expressly agreed that the delivered product will fully correspond to it.
5.2. Images, numbers, sizes, weights, and descriptions included in a quotation, offer, price list, or on the supplier’s website are only indicative and no rights can be derived from them.
Article 6. Acceptance
6.1. Upon acceptance of a quotation or offer, the supplier reserves the right to withdraw the quotation or offer within 3 (three) days after receiving the acceptance, without the customer being able to derive any rights from such withdrawal.
6.2. Oral acceptance by the customer binds the supplier only after the customer has confirmed it in writing.
6.3. After acceptance by the customer, the supplier sends a written order confirmation, including an invoice for the initial payment.
6.4. If, after acceptance, it is necessary to modify or supplement the content of the agreement for its execution, the parties will adjust this in a timely manner and in mutual consultation.
6.5. Minor deviations from the product are permissible. In the case of interim changes to models by the manufacturer, the supplier is entitled to deliver the modified model.
Article 7. Prices
7.1. The price is, unless expressly stated otherwise, based on the prices applicable at the time of concluding the agreement, excluding VAT, shipping costs, transport costs, and other costs.
7.2. Increases in the cost of the product or its components, which the supplier could not foresee at the time of issuing the quotation or concluding the purchase and delivery agreement, may lead to a price increase.
7.3. The customer has the right to terminate an agreement due to a price increase as referred to in section 2 of this Article unless the increase is the result of a legal regulation.
7.4. Any applicable taxes and levies on the transaction will be passed on to the customer.
7.5. If the freight and shipping costs, insurance premiums, taxes, customs duties, and other levies imposed by government authorities, both domestic and foreign, are increased after the conclusion of the agreement, the supplier has the right to pass these on in its prices.
Article 8. Delivery
8.1. For national and international orders, shipping costs and delivery times will be quoted upon receiving the order.
8.2. The delivery times specified by the supplier are indicative and do not constitute strict deadlines unless expressly agreed otherwise in writing. Delayed delivery does not entitle the customer to refuse acceptance or claim damages.
8.3. The delivery time starts when the customer has made the initial payment to the supplier.
8.4. The customer is obliged to accept the product at the time the supplier delivers it, or has it delivered to the customer, or when it is made available according to the agreement.
8.5. If the customer refuses to receive the product or is negligent in providing information or instructions necessary for delivery, the supplier is entitled to store the product at the customer’s expense and risk.
8.6. The supplier is at all times entitled to deliver cash on delivery. In case of refusal of a cash-on-delivery delivery, the customer is obliged to pay all costs resulting from the refusal.
8.7. The supplier is always entitled to deliver the product in parts and to invoice separately.
Article 9. Liability
9.1. The supplier is liable for damage directly resulting from intent or gross negligence. Additionally, the supplier is responsible for ensuring the conformity of products with agreed specifications.
9.2. The liability of the supplier is capped at the invoice amount.
9.3. The supplier ensures adequate liability insurance, and any compensation cannot exceed the maximum amount payable under this insurance.
9.4. The customer will indemnify the supplier against any claim by third parties for damages against the supplier.
9.5. The supplier is never liable for consequential damage, loss of profit, savings, or damage to third parties.
Article 10. Transfer of Risk
The risk of loss or damage to the product passes to the customer at the moment it is legally and/or factually delivered to the customer and thus brought into the power of the customer or of a third party designated by the customer.
Article 11. Expiry Period
Any right of the customer to compensation from the supplier expires in any case 12 (twelve) months after the event from which the liability directly or indirectly arises. This does not exclude what is stipulated in Article 6:89 of the Dutch Civil Code.
Article 12. Inspection and Complaints
12.1. Any defects must be reported in writing within 7 (seven) days of delivery with a precise statement of the nature and grounds of the complaints. Visible defects must be reported in writing within 48 hours of delivery.
12.2. In case of complaints about the quality of the delivered goods, they must be kept for inspection and returned after written permission.
12.3. In case of complaints, the date and number of the relevant invoice must be stated.
12.4. Complaints do not suspend the payment obligations of the customer.
12.5. In case of a justified complaint, the supplier has the right to provide compensation or proceed with a new delivery within 4 (four) weeks.
12.6. After the expiration of the period mentioned in section 1 of this Article, the customer is deemed to have approved the delivered.
Article 13. Retention of Title
13.1. The delivered product remains the property of the supplier until the customer has fully fulfilled its payment obligations.
13.2. Until that moment, the customer is prohibited from pledging, selling, alienating, or otherwise encumbering the product.
13.3. Without prejudice to the right of compensation for costs and loss of profit, the supplier has the right to take possession of the product again if the customer fails to fulfill its payment obligations.
13.4. If the supplier invokes its retention of title, the agreement is considered dissolved, and the supplier has the right to claim compensation, lost profit, and interest.
Article 14. Payment
14.1. Payment must be made under the following payment conditions:
a. For the first two orders: 100% of the principal amount is due after order confirmation.
b. Starting from the third order onwards: 50% of the principal amount is due after order confirmation, and the remaining 50% must be paid within 14 (fourteen) days after the product is delivered.
14.2. All payments must be made without any deduction of costs or discounts to the bank account specified by the supplier.
14.3. In case of non-payment within 8 (eight) days after the due date, the customer is deemed to be in default, and the supplier is entitled to charge legal interest of 8% per month, with a part of a month counting as a whole month.
14.5. If the customer is in default, he is also obliged to pay extrajudicial collection costs and any damages to the supplier. Collection costs are calculated based on the Dutch Decree on Compensation for Extrajudicial Collection Costs.
14.6. If the customer liquidates, applies for suspension of payments, or is declared bankrupt, the claims of the supplier on the customer are immediately due and payable.
14.7. If the customer refuses to cooperate in the execution of the agreement, he is still obliged to pay the agreed price to the supplier.
Article 15. Set-off
The customer waives his right to set off a debt to the supplier against a claim on the supplier.
Article 16. Force Majeure, Termination, and Suspension
16.1. The supplier is not obliged to fulfill any obligation if he is hindered from doing so as a result of circumstances that are not due to his fault, and do not come on his account according to the law, a legal act, or generally accepted practices.
16.2. Force majeure includes, in addition to what is understood in law and jurisprudence, in any case: war, terrorism, import or export bans, strikes, fire, epidemics, and currency changes.
16.3. The supplier also has the right to invoke force majeure if the relevant circumstances occur at the manufacturer, importer, or other (intermediary) trader from whom the supplier obtains the goods.
16.4. If the customer defaults on the fulfillment of any obligation incumbent upon him under the agreement, if he liquidates, applies for suspension of payments, is declared bankrupt, or is placed under administration, guardianship, or curatorship, the supplier has the right to dissolve the agreement, reclaim and take back the goods, by simple notification without any judicial intervention. This does not prejudice the right to compensation for damage suffered by the supplier.
16.5. If the customer defaults on any obligation towards the supplier, the latter has the right to suspend or discontinue deliveries to the customer in whole or in part.
16.6. In both the case of suspension and termination, the supplier is entitled to demand immediate payment for the product delivered and costs incurred for the value that should reasonably be attributed to it.
Article 17. Transfer of Rights
The rights and obligations arising from an agreement cannot be transferred by the customer to another party unless the parties have expressly agreed otherwise in writing. This provision has a property law effect as meant in Article 3:83 paragraph 2 of the Dutch Civil Code.
Article 18. Intellectual Property
18.1. All documents provided by the supplier, such as images, product texts, and brochures, are intended exclusively for use by the customer and may not be disclosed, duplicated, or made known to third parties without the express permission of the supplier.
18.2. If the customer acts in violation of section 1 of this Article, the supplier can claim a fine up to the total amount of this agreement.
18.3. When an intellectual property right is obtained by the supplier in the performance of the agreement, this right always remains with the supplier. The customer is granted only the non-exclusive and non-transferable right of use granted by these terms and conditions or by law.
18.4. The supplier is not liable for claims and/or claims by third parties for infringement of their copyrights, licenses, trademarks, designs, and other rights.
18.5. The supplier has the right to use the name and logo of the customer for reference and promotion.
Article 19. Personal Data
19.1. The personal data of the customer and any other persons involved will be included in the customer file of the supplier.
19.2. The supplier keeps as little personal data as possible and in any case no special personal data as referred to in Article 9 section 1 of the Dutch General Data Protection Regulation (AVG).
19.3. The supplier does not provide personal data to third parties without the consent of the customer unless any legal provision so requires.
Article 20. Constitution of the Customer
If someone has entered into an agreement with the supplier in his own name while this is for the benefit of a legal person, general partnership, limited partnership, or other third party that the customer is authorized to bind, then that person is deemed to have acted on behalf of that business organization. They are therefore jointly and severally liable for the agreement.
Article 21. Applicable Law
21.1. Dutch law applies to this agreement. Any disputes will be submitted to the court that has jurisdiction in the district where the supplier is located.
21.2. The invalidation by judicial decision of one or more provisions of these general terms and conditions does not affect the other provisions. An invalidated provision will be replaced by a provision that comes as close as possible to what the supplier had in mind in that regard.
Article 22. Version(s) and Depositing Conditions
22.1. These terms and conditions have been deposited with the Chamber of Commerce on November 23, 2023, under Chamber of Commerce number 87000741 and published on the supplier’s website.
22.2. When submitting a quotation or making an offer, these terms and conditions are sent to the customer as an attachment.
22.3. The supplier is free to publish a new version of the terms and conditions. Changes of minor importance can be made at any time. In the case of major changes, the supplier will inform the customer explicitly. There is a minimum of 30 days between the notification and the entry into force of the amended terms and conditions.
These general terms and conditions were last modified on January 11, 2024.