GENERAL SALES AND DELIVERY CONDITIONS
established and having its office at Stayerhofweg 2 D, 5861 EJ Wanssum,
registered with the Chamber of Commerce under number 84729414.
1. Applicability of the conditions
These general terms and conditions apply to all offers, assignments, agreements and other commitments of Cooloo V.O.F. (hereinafter referred to as Cooloo) with third parties (hereinafter referred to as: the other party), and its the implementation.
These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Cooloo and the other party.
These General Terms and Conditions also apply to agreements with Cooloo, for implementation in which third parties must be involved.
The applicability of the General Terms and Conditions used by the other party is expressly excluded.
Deviations from these General Terms and Conditions can only be agreed in writing and only apply after written confirmation by Cooloo.
3. Offers and quotes
Offers and quotations from Cooloo are without obligation, unless the offer or quotation explicitly states otherwise.
Quotations will in any case lapse after four weeks from the date of the quotation.
As soon as the other party has expressly accepted Cooloo’s offer and has clearly communicated this to Cooloo, an agreement is deemed to have been concluded, provided that Cooloo cannot be held to its offer and / or quotation due to a force majeure situation.
As soon as the other party has accepted Cooloo’s offer, Cooloo will confirm this in writing.
In the absence of confirmation, no agreement is deemed to have been concluded.
Designs, drawings, images and descriptions stated in quotations, as well as information and advice about sizes, capacities, possibilities and alike, also if these have been mentioned orally, only apply by way of indication and are therefore without obligation and not binding for Cooloo.
Deviation from the information provided in this way therefore does not give grounds for a complaint or liability on the part of Cooloo.
Offers and / or quotations do not automatically apply to future assignments.
Unless explicitly agreed otherwise, all quotations are exclusive of VAT and other government levies, as well as exclusive costs to be incurred under the agreement, including shipping and handling costs, unless stated otherwise.
Increases in the prices of raw materials, transport costs and / or other factors can be charged by Cooloo to the other party, provided that this is expressly excluded in the agreement between the parties.
Any additional work and / or work that must be performed outside the agreed offer at the request of the other party will be charged by Cooloo at the expense of the other party, provided that the parties expressly exclude.
5. Delivery times
The stated delivery times are considered to have been approximated and are not binding for Cooloo. If the agreed term is exceeded, the other party is entitled to claim compensation and / or dissolution of the agreement, but not earlier than after the other party has granted Cooloo, in writing by registered letter, a reasonable period to still fulfil Cooloo’s obligations under the agreement.
The delivery time only commences as soon as the agreement has been concluded and all necessary information to be provided by the other party for the commencement of this work has been provided to Cooloo, and subject to the payments to be made in the agreement.
6. Delivery and risk
The risk of loss or damage to the items that are the subject of the agreement is transferred to the other party when they are delivered and brought into the actual disposal of the other party or of an auxiliary person used by the other party.
The other party is obliged to cooperate in the delivery of the goods and the execution of the work. In the event of non-compliance, the other party is liable for the costs and damage suffered by Cooloo as a result.
Any complaints regarding delivered goods, materials, work performed and / or invoice amounts must be submitted to Cooloo by registered letter within eight days after delivery or termination of the work, stating the facts and circumstances, to which the advertisement relates. The above in the absence of which the other party will not be able to assert any rights in this matter. Minor deviations in size, weight and / or color or in the surface structure, do not count as defects, unless expressly agreed.
In the event of defects not visible at the time of delivery to the delivered goods or to the work performed, the other party is obliged to notify Cooloo of this within eight days after the defect has been discovered or could reasonably have been discovered, this on under penalty of forfeiture of rights to claim performance, dissolution and / or compensation.
Payment of an invoice from Cooloo must be made without discount or setoff within fourteen days of the invoice date, unless otherwise agreed in writing.
After exceeding this term, the other party will be in default by operation of law and will owe Cooloo an interest of 1% per month, calculated on the unpaid invoice amount.
Cooloo is entitled, in whole or in part, to demand advance payment.
If Cooloo carries out a partial delivery, it is entitled to demand payment of the delivered goods for each partial delivery, for which the other party receives a partial invoice.
All possible costs, both judicial and extrajudicial, including collection bailiff and / or lawyer costs, which must be made by Cooloo in order to fulfill the obligations under the agreement, will be borne by the other party.
A payment made by the other party is firstly deducted from the costs and interest owed and finally from the amounts of the due and payable invoices, without prejudice to whether the other party has given a different title to its payment.
9. Retention of title
All delivered goods remain the property of Cooloo until all has been paid by the other party in respect of these goods, including any costs and interest.
In the event of late payment, Cooloo is entitled to take back the goods and demand delivery of the goods. Cooloo is not liable for possible damage, directly or indirectly, that could occur to Cooloo’s counterparty or its customer through the return of unpaid goods.
10. Warranty and liability
Within the limits of these General Terms and Conditions and the statutory provisions, Cooloo is only liable for damage suffered by the other party if the other party immediately and coolly declares Cooloo in default.
In the event of a notice of default, a description of the shortcoming, as detailed as possible, must be stated.
Cooloo is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage for business interruption.
Cooloo offers a standard 2-year warranty that can be extended by a valid maintenance contract.
11. Force majeure
Cooloo is not obliged to fulfil any obligation if she is prevented from doing so as a result of force majeure.
Force majeure means any shortcoming that cannot be attributed to Cooloo, because it is not due to her fault and is not for her account under the law, legal acts or prevailing opinions.
12. Suspension and dissolution
If the other party fails to fulfil one or more of its obligations under the agreement or does not fulfil them properly or in time, any obligations of Cooloo, for whatever name or for whatever reason, entered into towards the other party will be suspended until the relevant obligations have been completely fulfilled by the other party.
Cooloo can dissolve the agreement in whole or in part with immediate effect and without notice of default, in the event of:
- a shortcoming in the fulfilment by the other party of an obligation resting on him that constitutes a material shortcoming;
- a (application for) bankruptcy, suspension of payment or legal debt rescheduling or liquidation of the other party;
- enforceable seizure of any asset of the other party;
If the agreement is dissolved, Cooloo’s claims against the other party will fall due immediately, without prejudice to Cooloo’s right to full compensation.
If the other party cancels an agreement, and the cancellation is accepted by Cooloo, the other party owes Cooloo an amount equal to the costs incurred up to that time, plus 25% of the remaining amount of the agreed price.
If the agreement is terminated prematurely for whatever reason, the other party is no longer allowed to use the designs made available to it.
Cooloo reserves the intellectual and industrial property rights, such as copyrights, rights to the deposited drawings, models and utility models.
These pieces remain her property.
Without written permission from Cooloo, the drawings, designs, images, sketches and / or quotations provided by it may not be copied, shown to third parties or used in other ways. Cooloo reserves the right to use photos or any kind of visual material of products or projects produced by Cooloo for free.
14. Governing Law and Dispute Resolution
Dutch law applies to every agreement, offer, assignment and other commitment to which these general terms and conditions apply.
Any disputes will be settled by the competent Dutch court that has jurisdiction based on the location of Cooloo, unless the latter conflicts with mandatory legal provisions.
15. Final provisions
Cooloo is authorized to make changes to these General Terms and Conditions. These changes will take effect at a time announced by Cooloo. Cooloo will send the changed conditions to the other party as soon as possible.