In case of discrepancy between the Dutch text of these General Terms and Conditions and the English translation, the Dutch text shall prevail.
Article 1: Application & Conversion
- These General Terms and Conditions apply to all offers, quotations and all contracts between Dent Tool Company BV, trading as Dent Tool Company - hereinafter referred to as Supplier - and the contractual partners.
- Deviations from these General Terms and Conditions are only valid if expressly agreed upon in writing.
- Possible deviations from these General Terms and Conditions do not allow the Other Party to extend the application of these deviations to provisions in other (legal) relations.
- If on grounds of reasonableness and fairness or the unreasonably onerous character of any provisions in these General Terms and Conditions there is no possibility of invoking these provisions, these provisions shall be approached as closely as possible to the purpose and the tenor of the original provisions.
- By placing an order via our website the Other Party agrees upon these General Terms and Conditions, subsequently the Other Party reconfirms every time nonpaints.nl is used. We advise you to print this agreement, to save this copy and to consult it every time you make a transaction via nonpaints.nl. We would also like to point out that this contract can be modified at any time in accordance with the procedure mentioned below in article 1.3.
- The Supplier reserves the right to modify the terms and conditions of this contract at any time and will therefore publish the modified version on the denttoolcompany.nl website. If we proceed to do this, we will notify you on our homepage.
- The Supplier is located in Breda (the Netherlands) and registrered under Chamber of Commerce (Nr.20106943).
Article 2: Offer & Acceptance of the contract
- Any offer of the Supplier is free of engagement and must be considered in its entire context, unless an express written statement to the contrary.
- In the event that the Other Party places an order, the contract is established when the Supplier accepts this order in writing, or has commenced with the performance.
- Samples or models shown in the catalogue are only indications, thus the actual product does not necessarily reflect those samples or models.
- The Supplier is not obliged to a backorder delivery in case these products are no longer in production or in the sales program of the Supplier.
Article 3: Prices
- All prices quoted are ex warehouse and exclusive of sales tax (VAT).
- For orders there is an additional charge in the freight/order costs according to the at the time of performance of the order applicable regulation of the Supplier.
- Assembly and installation activities/measures are charged to the Other Party and will be calculated separately.
- Changes in cost prices, wages and material costs, social and government costs, freight costs and other costs, which contribute towards the agreed upon performance, give the Supplier the right to change the price accordingly. If the Supplier changes the price within three months after entering into the agreement, then the Other Party has the right to terminate the contract on these grounds.
- In the case of misprints on the website, the Supplier and the Other Party reserve the right to terminate the contract, after which both parties are released from their obligations towards each other around this part of the order and if necessary already payments made will be refunded.
Article 4: Delivery & Return
- Delivery takes place “ex warehouse/supplier”, unless an express written statement to the contrary.
4A: Right of withdrawal
- If the Other Party makes use of his right of withdrawal, he will notify the supplier of this within the 14 days cooling-off period by means of the model form or via E-mail for revocation or otherwise unambiguously.
- As soon as possible, but within 14 days from the day of notification, the other party will return the product at its own expense, or hand it over to (an authorized representative of) the supplier. The counterparty has in any case taken into account the return period if he returns the product, before the reflection period has expired.
- During the reflection period, the other party will handle the product and packaging carefully. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The basic principle here is that the other party may only handle and inspect the product in the way that it would be allowed to do in a shop.
- The Other Party shall return the product with all accessories and a copy of the withdrawal form, if reasonably possible in its original state and packaging, and in accordance with the reasonable and clear instructions provided by the supplier.
- The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the Other Party.
- The goods need to be returned at the account and risk of the Other Party. Damaged goods will not be credited.
- If the other party exercises his right of withdrawal, all supplementary agreements will be dissolved by operation of law.
- Returns must be sufficiently packed and returned to the address below:
Dent Tool Company
4814 RS Breda
4B: Obligations of the supplier in the event of withdrawal
- If the Supplier makes the notification of withdrawal by the other party possible electronically, he will immediately send an acknowledgment of receipt after receipt of this notification. Via email.
- The Supplier shall reimburse all payments of the Other Party, including any delivery costs, without delay but within 14 days following the day on which the other party notifies him of the withdrawal. Unless the Supplier offers to collect the product himself, he may wait to pay back until he has received the product or until the other party demonstrates that he has returned the product, whichever comes first. The costs for the return shipment are at the expense of the Other Party.
- The Supplier uses the same means of payment that the other party has used for reimbursement, unless the Other Party agrees to another method. The reimbursement is free of charge for the Other Party.
4C: Exclusion right of withdrawal
The Supplier can exclude the following products from the right of withdrawal, but only if the Supplier has clearly stated this in the offer, at least in time for the conclusion of the agreement:
- Products whose price depends on fluctuations in the financial market on which the Supplier has no influence and which may occur within the withdrawal period.
- Products which are not in the range and have been specially ordered by the Supplier for the Other Party.
- Products manufactured by the Other Party, which are not prefabricated and which are manufactured on the basis of an individual choice or decision of the Other Party, or which are clearly intended for a specific person.
Article 5: Delivery Period
- The agreed delivery time is between 2 and 8 days, unless expressly agreed otherwise.
Article 6: Partial Delivery
- The Supplier has the right to partial delivery. If the agreed upon goods are partially delivered, the Supplier is entitled to send a separate invoice in relation to these parts.
Article 7: Transport & Risk
- In the event that the purchased goods are to be delivered by the Supplier or a by the Supplier used carrier, the goods are at the account and risk of the Supplier from dispatch onwards, even if the ownership has not yet been transferred to the Other Party. Article 4A is fully applicable.
Article 8: Retention Of Title
- All goods delivered by the Supplier remain the property of the Supplier until the Other Party meets the full price. Moreover, the retained ownership also refers to future claims which the Supplier may obtain against the Other Party due to failure of the Other Party in relation to one or more of its obligations towards the Supplier.
- The by the Supplier delivered goods, which fall under paragraph 1 of retained ownership, can only be sold on or used in the event of ordinary business activities. In case of resale the Other Party is obliged to stipulate an ownership retention of its own in relation to its clients.
- The Other Party is not allowed to pledge the goods or to establish any other ownership rights on these goods.
Article 9: Payment & Security
- Orders via the website can be paid via the following payment methods: payment in advance. Dent Tool Company has the possibility to extend their payment methods in the future. Other payment methods shall be made public via the website.
- Other payment methods can only be used when the requirements, including a credibility check and authentication of the potential buyer, along with authorization, have been met.
- Invoices from the supplier must be paid in advance, unless otherwise agreed in writing, in a manner to be indicated by the supplier.
- Payment has to be made in the agreed upon currency without any form of clearance, discount or adjournment.
- In the event of delayed payment the Other Party becomes in default with its obligations, and is therefore obliged to pay 1,5% interest per (part of the) month with a minimum of the legal interest per year.
- In the event of delayed payment, liquidation, bankruptcy or going into administration, all payments of the Other Party become immediately claimable, irrespective whether or not the Supplier has sent an invoice or prefinancing has taken place. The Supplier is authorized to adjourn further performance of the contract or to terminate the contract, without prejudice to the right of the Supplier for a claim for damages.
- In the event of delayed payment, the Other Party is charged for extrajudicial costs in accordance with the collection rates of the Dutch Lawyers Council.
- The Supplier has the right to settle any claim, (non-)collectable or under condition claimable, whether or not to be balanced out with a (non-)collectable counterclaim of the Other Party towards the Supplier. In the event of a claim which is not yet collectable, the Supplier does not use his/her authority to settle, unless the counterclaim has been confiscated or some other method of redress, a limited right in rem or the transfer under singular title of the counterclaim by the Other Party has taken place. The Supplier will give the Other Party, if possible, notice of its use of the right to settlement.
- The Other Party is obliged, on first request by the Supplier, to immediately provide the by the Supplier inclined security and, as far as possibly needed, to perform all its duties under the contract. As long as the Other Party does not comply with this, the Supplier is entitled to delay its obligations under the contract.
- In the event that the Other Party does not comply with the request in the abovementioned paragraph within 14 days after summoned thereto, all obligations under the contract will be directly enforceable.
Article 10: Liability
- In the event that the Supplier imputably defaults to comply with its obligations under the contract the Supplier can only be held liable for substitute damages, that is damages for the lacking performance. The Supplier is not liable for any other damages, such as: complementary damages of any kind related to:
- Indirect losses
- Consequential losses
- Loss of profit
- Losses caused by business stagnation
- Losses as a result of insufficient cooperation, information or materials by the Other Party
- Losses as a result of by the Supplier given intelligence or advice of which the content does not form an explicit component of the written agreement.
- Liabilities through failure are in all cases limited to the amount of the invoice.
- The Other Party’s right to fine or compensation only arises if the other party has reported the damage to the supplier in writing as soon as reasonably possible.
- Any claim for a fine or damages expires one year after the occurence, this means the fine is collectable or the damages have been caused, unless the claim has been rightfully initiated within aforementioned period.
- The Other Party indemnifies the Supplier damages caused to the Supplier as a result of liabilities from third-parties which are connected to the by the Supplier delivered goods.
Article 11: Defects & Complaint period
- The Other Party needs to inspect the goods on delivery. The Other Party has the duty to examine whether or not the goods correspond to the by the agreement stated qualifications, such as: A. whether or not the correct goods have been delivered; B. whether or not the quantity of the goods correspond with the number of products agreed upon; C. whether or not the quality of the goods correspond with the quality expected of comparable goods for the same use and/or trading purposes.
- When any visible defects are being ascertained the Other Party is under the obligation to notify, in writing, these defects within 2 working days to the Supplier.
- Non-visible defects that are ascertained within 10 days must be notified in writing, at least reasonably diagnosed, by the Other Party and motivated with reference to the invoice to the Supplier.
- Invoice complaints must be notified to the Supplier in writing within 5 days after the invoice date.
- In the event that the Other Party does not notify the defects within the stated complaint periods, his/her complaint will not be taken into consideration and all rights therefore will expire.
- Claims and objections, based on facts which would justify the statement that the delivered goods do not meet the required standards under the contract, have a term of limitation of one year after delivery.
Article 12: Warranty
- The warranty period starts upon delivery, as referred to in article 5.
- Warranty implies that goods, which show material and/or construction errors, to the free choice of the Supplier will be repaired/replaced free of charge, or readily providing components needed for repair/replacement, according to the of the Supplier
- Not under warranty are defective goods as a consequence of normal use, or any other external cause.
- The right of warrenty is declined, in case the goods have been used incorrectly or carelessly, or (repair) activities or changes made in the goods were made without prior written consent of the Supplier, unless these activities or changes were essential to the use of the goods.
- In the event that the Other Party appeals to the by the Supplier given warranty, the Other Party must allow, within 14 days after delivery by the Supplier of the warranty appeal, the Supplier to examine the goods at a by the Supplier selected location. In case of a default the Other Party loses its right to warranty, unless the act or negligence of the Other Party is not reasonable in relation to a loss of its right to warranty.
- In the event that the Supplier repaires/replaces material and/or construction errors through warranty, the Supplier is fully dismissed from warranty commitments and will not be subject to any damages under the contract, unless damages occur from intent or gross negligence by the Supplier or executive personnel, or when liability of the Supplier results from Title 3 Section 3 Book 6 of the Dutch Civil Code
Article 13: Termination Of The Contract
- In the event that the Other Party fails to comply with or perform any obligation towards the Supplier at the time and in the manner required, in case of the Other Party bankruptcy, going into administration or being under legal restraint or liquidation of the company, the Supplier has the right to, after the Other Party has received a written notice of default, without further judicial intervention and any obligation for paying damages and without prejudice to other rights of the Supplier, to delay the performance of any obligation. Under those circumstances all claims that the Supplier has towards the Other Party will directly become fully claimable.
Article 14: Force Majeure
- Force majeure includes circumstances that prevent compliance to the duties under the contract and which are not allocated to the Supplier. These circumstances will include, if and to the extent that such circumstances make the performance either impossible or unreasonable: strikes in companies other than those of the Supplier, wildcat strikes or political strikes in the company of the Supplier, a general lack of the raw materials and other items or services required to deliver the agreed performance, unforeseeable delays at supplier parties on which the Supplier depends, general transport difficulties, fires and government measures, for example import and export prohibitions.
- Also circumstances regarding dysfunctional failures in the (telecommunications) network, the connection or use of communication systems and/or the website being offline amount to force majeure circumstances.
- In case a force majeure condition exists for longer than six months, both parties shall be entitled to terminate the agreement. In that event the Supplier is not obliged to pay any damages.
Article 15: Applicable Law & Competent Court
- Dutch law is applicable in all legal relations between the Supplier and the Other Party.
- The court of the domicile of the established Supplier has exclusive jurisdiction in disputes between the Supplier and the Other Party, unless the Supplier chooses the jurisdiction of the domicile of the Other Party, either as a plaintiff or defendant, in which he/she resides or is established.
- Personal details, for example contact details and payment details which have been stated by the Other Party, will only be used by us in order to facilitate or clarify the transaction.