These conditions apply to all offers and agreements for the sale of goods by Exposupply B.V., as well as orders placed via the website www.exposupply.com (hereinafter: "Website").
8263 CB KAMPEN
Tel .: +31 (0) 85 273 64 21
Chamber of Commerce number: 64663183
VAT number: NL855767856B01
1.1 These terms and conditions, as well as all other conditions and documents which are referred to in these terms and conditions (hereinafter referred to as: "Terms and conditions") apply to all agreements and other (legal) acts between Exposupply and business clients, not being consumer (hereinafter referred to as: "customer").
1.2 The applicability of general and/or special conditions of the customer is excluded, unless Exposupply has accepted the applicability of such terms in writing.
2.1 All quotations and offers (on the website), including the Exposupply folders, are without engagement and do not bind Exposupply, unless otherwise indicated. An order from a customer only forms an offer leading to the purchase of a product and must explicitly be accepted by Exposupply. An agreement only goes into effect if and as far as Exposupply has accepted an order, by sending an order confirmation by E-mail with the content of the agreement and/or within 5 working days after the order has begun with the implementation of the agreement.
2.2 All contents on the website, of numbers, sizes, weights, descriptions and/or other particulars have been done with care, but serve only to identify the products and are only approximate, as long as they are not explicitly written or confirmed by Exposupply.
2.3 Clear mistakes, such as calculation, writing and typesetting errors in tenders, offers, prospects, publications, folders, order confirmations, invoices and other documents submitted by Exposupply, do not bind Exposupply. Shown or provided (trial)models or drawings are only non-binding indications of the respective products.
2.4 Guarantees concerning the quality, durability, function and suitability for a particular use are only binding if explicitly indicated by Exposupply, for instance the technical specifications of a product.
2.5 Possibly later made additional agreements or modifications, as well as appointments or commitments bind Exposupply only if they are confirmed in writing by Exposupply.
3. TERMS OF DELIVERY AND TRANSFER OF RISK
3.1 Delivery terms and -times are taken into account by Exposupply as much as possible, but are not binding.
3.2 In case of delay of the delivery due to a change of circumstances of any kind, the term of delivery will be extended in accordance with the duration of the delay. Exposupply will inform the customer timely of any delay.
3.3 In the event of a delayed delivery the customer is only entitled to a compensation or dissolution of the agreement, if this is in accordance within the standards of reasonableness and fairness are acceptable and the circumstances of the case so warrant it.
3.4 Delivery of products will only take place after verification and approval of the particulars of the customer. If the data do not appear to comply with Article 1.1 of these Terms and conditions, Exposupply will cancel the contract. The customer will be informed concerning this in writing.
3.5 The delivery period starts on the day of the conclusion of the Agreement as defined in Article 2.1 of these Terms and conditions.
3.6 Delivery takes place - by a transport company designated by Exposupply - at the address and for the account of the customer. When shipping outside of the Netherlands Exposupply shall observe international export requirements. Delivery costs for export documents are for the account of the customer.
3.7 Exposupply reserves the right to make partial deliveries on justified grounds.
3.8 The risk of damage to the items, irrespective of the cause, shall pass to the customer upon delivery of the items by Exposupply to the forwarder, the carrier or any other transportation designated third party. This shall also be applicable for partial deliveries.
3.9 If delivery of the items is delayed by the customer, he is in default without notice from the time Exposupply has indicated that the items are ready for shipment.
3.10 As discussed in [3.9] Exposupply is entitled at the expense and risk of the customer to store or to sell the items to a third party. The customer keeps the purchase sum, increased with the interest and expenses (by way of compensation for damages) owing.
3.11 If it should occur, the amount due will be reduced with the net profit of the sale under [3:10] mentioned third party.
4. TRANSFER OF OWNERSHIP
4.1 All prices are net prices (excluding VAT) in Euro's. VAT and additional costs, such as transport, will be listed separately on the website and order.
4.2 An invoice with the product, transport and additional costs, the VAT due, together with the order confirmation will be sent by e-mail to the e-mail address known by us.
4.3 Delivery will take place under extended retention of title. The property of delivered items is reserved until all claims for payment, including interest and costs, are met.
4.4 Before the ownership of the items has passed to the customer, the same is not entitled to dispose the items, to rent, give for use, pawn or other complaints.
4.5 If and as long as Exposupply is owner of the items, the customer shall immediately inform Exposupply in writing, when the items are seized (or threaten) to be seized or otherwise a claim made on (or any part of) the items. In addition, the customer shall, on the first request to Exposupply, inform where the items are located and, if required, provide access to the items.
4.6 On seizure of (part of) the items, (provisional) suspension of payments or bankruptcy of the customer, the customer shall immediately point out the ownership rights of Exposupply to the bailiff, administrator or curator.
4.7 If and insofar as the customer has not paid the price agreed upon for the items delivered, the customer is then, if the items delivered by Exposupply have been delivered to a third party, mandatory on the first request of Exposupply for complete cooperation with the establishment of a property right for the benefit of Exposupply on all claims of the customer on that third party, under re-extradition without prejudice to the other rights of Exposupply under the Agreement or the law.
5.1 Payment is only made in Euros by fulfilment of a bill or immediate electronic payment via iDEAL, Paypal or credit card.
5.2 Payments for orders via the website of Exposupply can only be made by the methods mentioned in [5.1].
5.3 Under payment of invoice is understood that payment of the items is made before delivery.
5.4 Should there be, in contradiction to [5.3], between Exposupply and customer a agreement, that the payment takes place after delivery, an extra charge of 4% of the net invoice amount with a minimum of € 50,00 will be charged. The standard payment term is 14 days.
5.5 Should the customer choose delivery to an address other than the address where its credit card is registered, it may be that Exposupply must first verify this information before the order is accepted and completed.
5.6 If an invoice as mentioned in [5.4] is not paid within 14 days, the customer shall be in default without a summons or a letter of notice being is been required. From that moment all outstanding invoices of Exposupply can be demanded from the customer fully and immediately.
5.7 All payments must be made without any deductions or rebate. The customer is not allowed to suspend payments without reason given by Exposupply.
5.8 The customer has to pay default interest for non-timely payment. The default interest is equal to 0,05% of the invoice amount per day after expiry of the due date.
5.9 If, due to default of the customer, Exposupply has to refer the claim to a third party for collection, the associated costs are on behalf of the customer, such as administration costs, judicial and extra judicial costs, and including costs for a bankruptcy petition. The extra-judicial collection costs amount to at least 15% of the unpaid amount, with an absolute minimum of € 250,00.
5:10 Payments made by the customer are in the first instance always to cover all due interest and costs, and in the second instance due invoices that are the longest overdue, regardless of the intended use of Exposupply.
5:11 If the customer fails to comply with any agreement with Exposupply or if Exposupply has reasonable doubt concerning the payment capacity of the customer, Exposupply is authorized to postpone the delivery of the items until the customer has security for the claims and payment for the items to be delivered. Customer is obliged at the first request to provide security.
5:12 Exposupply is entitled to suspend delivery if the credit insurer does not issue a limit, the given limit has been exceeded or revoked.
6. INSPECTION AND RECLAIM
6.1 The customer must inspect the items for defects within 48 hours of delivery. The customer is expected, in the context of this inspection, to inspect the packaging material and/or surface protection foils that are to be delivered or/are to be removed.
6.2 The quantities such as the cargo manifests, delivery receipts or such documents that are listed, are deemed to be correct if not immediately after receipt and prior to processing and/or operation is reclaimed and is not registered in the consignment note or delivery receipt.
6.3 Reclaims on the basis of external visible defects shall lapse if the client does not immediately, on receipt of the items on the consignment note or evidence of receipt of the said alleged defect is noted. Delivery takes place - by a transport company designated by Exposupply - at the address and for the account of the customer. When shipping outside of the Netherlands Exposupply shall observe international export requirements. Delivery costs for export documents are for the account of the customer.
6.4 All other possible defects described under paragraphs 2 and 3 must, within 5 days after the defect was identified, at least in all reasonableness determine, in writing an accurate description of the type and grounds of the complaints of clients, that are reported to Exposupply.
6.5 After the expiry of the deadline for reclaims the customer can only make an appeal based on the lack in the performance, when facts and circumstances are recognised that this lack came into existence by interference of Exposupply.
6.6 No reclaims are accepted on items, which have been opened fully or partially or partially processed and/or operated. Defects in a portion of the delivered goods shall not give the right to refuse all the delivered goods.
6.7 Return shipment of the delivered goods is prohibited without the express written authorisation of Exposupply. Return shipments are primarily at the expense and risk of the customer. If Exposupply considers the complaint justified Exposupply shall reimburse the return costs to the customer, insofar as they are provable and reasonable.
6.8 Defects in a portion of the delivered goods shall not give the right to refuse all the delivered goods.
6.9 If the reclaim is justified, Exposupply shall make its choice of either a pay fair compensation - not exceeding the invoice value of the rejected part of the items delivered - or replace the item(s) on return of the original delivery. Intangible damage and damage suffered by third parties and/or other damages other than direct financial loss will never be compensated.
7.1 Exposupply is not liable for losses incurred by the customer, unless and to the extent the customer can show that there is intent or gross negligence on the part of Exposupply.
7.2 In no instance shall Exposupply be liable for any form of consequential damage, indirect loss, damage caused to third parties and/or loss of profit on the customer’s part.
7.3 Exposupply is not liable for damage arising from use and/or application of the product contrary to the installation instructions from the manufacturer and/or supplier.
7.4 Purchaser is deemed to be familiar with these processing instructions.
7.5 Exposupply is not liable for slight colour differences on delivered goods or colour differences due to the influences of time and light.
7.6 Liability for damages is expressly limited to the amount paid by the insurance in the case concerned is paid, plus the own risk of Exposupply. If for any reason whatsoever, no payment under the insurance policy takes place, the liability for damages is expressly limited to the invoice value of the items to which the damage is determined. Exposupply is entitled to have the damage assessed by an independent expert in the branch and chosen by Exposupply.
7.7 The term in which Exposupply is to pay compensation for damages can be demanded, is in all instances and under penalty of loss of rights, limited to a term of 1 month after the cause of the damage occurred. All claims for compensation for damages expire after 12 months after the start of the day from liability, if they are not made before the court within this period.
7.8 To the extent that the customer does not comply with its contractual or legal duties with the result being that Exposupply is held responsible for third parties; the customer is hereby duty bound to indemnify Exposupply of all the consequences of this liability.
7.9 Exposupply is not liable for any incorrect use and processing of materials supplied by the customer or by third parties.
8. NEGLECT AND CANCELATION
8.1 Exposupply is entitled to terminate the agreement without judicial intervention or any notice in whole or in part if:
- the customer does not fulfil obligations of the agreement,
- declared to be bankrupt
- or is admitted to the statutory debt.
8.2 Likewise Exposupply is entitled to dissolve, as referred to in [8.1], if customer otherwise loses the power of disposition of his assets or parts thereof.
8.3 The same applies if the credit insurance of Exposupply, for any reason whatsoever, withdraws credit of the customer. In such cases each claim that Exposupply has, is immediately and fully claimable.
8.4 The customer is not entitled to terminate the contract, other than on grounds that are given by law.
8.5 By dissolution the existing claims will be due immediately.
8.6 The customer is liable for damages suffered by Exposupply, arising from loss of profit and transport costs.
8.7 In case of cancellation the entire claim of Exposupply is immediately and fully claimable.
9. FORCE MAJEURE
9.1 If Exposupply, due to a non-attributable failure ("force majeure"), can not fulfil its obligations to the customer, the obligations carry shall be postponed for the duration of the force majeure. Under force majeure is understood: each circumstances over which Exposupply has no control, making it impossible to fulfil its obligations to the customer partially or fully, and thereby causing Exposupply not be able - in all that is reasonable - to fulfil its obligations, regardless is those circumstances at the time of he Agreement could have been foreseen. Those circumstances also include: strikes, lockouts, fire, machinery breakdown, stagnation or other problems in the production by the suppliers of Exposupply and/or measures of any government authority, as well as to their lack of any government permit .
9.2 If any force majeure situation has lasted for two months or longer, both parties have the right to dissolve the contract in whole or in part, without being liable for compensation.
9.3 If Exposupply upon the occurrence of force majeure has already partially fulfilled its obligations or can only partially fulfil his obligations then, Exposupply is entitled to make an specific invoice for the items delivered or the items to be delivered and the customer has to pay the invoice as it were a separate Agreement.
10. CHOICE OF LAW AND COMPETENT COURT
10.1 Dutch law shall be applicable on these Agreements and Terms and conditions The applicability of the Vienna Sales Convention 1980 (CISG) is not excluded .
10.2 All disputes arising due to the Agreement or these Terms and conditions shall, unless other prescribed mandatory by law, subject to the discretion of the competent court in Zwolle, provided that Exposupply has the right to claim, whether or not simultaneously to submit claims against the customer before other (judicial) authorities that have jurisdiction to hear such claims.
11. OTHER PROVISIONS
11.1 All costs, judicial and/or extra judicial, which Exposupply incurs due to non fulfilment of the obligations under the Agreement, or any relation whatsoever with the customer, are the sole responsibility of the customer. The extra judicial costs are set to a minimum of at least 15% of the principal amount and interest, without prejudice to the contractors right to claim the actual extra judicial costs exceeding this amount.
11.2 The rights or power of Exposupply under this Agreement shall not be affected or limited by failure of Exposupply to directly enforce any rights or powers. Waiver of right of any provision or stipulation of the Agreement shall only go into effect unless it is done in writing.
11.3 Without express consent of Exposupply the customer is prohibited (any obligation under) to transfer the Agreement to a third party Exposupply is entitled to impose conditions to this Agreement.
11.4 If one or more provisions of these Terms and conditions in whole or in part found to be invalid, the validity of the remaining terms shall remain unaffected and the relevant provision as regards the content and meaning, in any case should correspond as closely as possible.
11.5 Exposupply reserves the right to modify these Terms and conditions from time to time, for example in response to changes in the market, technology, payment options, legislation and the capabilities of its system.
11.6 The Agreement is governed by the Terms and conditiones, applicable at the time when the relevant order had been placed, or subsequently if Exposupply notifies the customer afterwards of the changes, but before the confirmation of the order is sent and in such a case the customer did not respond within seven (7 ) days of receipt that the customer will not agree with changes of the Terms and conditions.
Terms and conditions Exposupply B.V., Januari 2020