Algemene voorwaarden BT Stretchtents

General Terms and Conditions (B2B)

For Businesses (B2B)

 

Definitions

BT Stretchtents, established in Duiven, (BT Stretchtents B.V.), is referred to in these general terms and conditions as the “seller.”
The counterparty of the seller is referred to in these general terms and conditions as the “counterparty” or “buyer.”
Parties are the seller and the counterparty collectively.
The term agreement refers to the purchase agreement between the parties.

2. General

These general terms and conditions for the webshop for businesses (“General Terms and Conditions”) form part of every quotation issued by the seller and every agreement under which the seller supplies goods and/or performs work (including assignments and contracts for work).
These General Terms and Conditions also apply to all agreements concluded with the seller through electronic means.

Deviating conditions only form part of the agreement if and insofar as they have been expressly agreed upon in writing by the seller and the counterparty.
The general terms and conditions of the counterparty, by any name, do not apply and are hereby expressly rejected.
In the event of a conflict between the provisions of the agreement and these General Terms and Conditions, the provisions of the agreement shall prevail.

3. Privacy/GDPR

a. The seller makes every effort to safeguard privacy and therefore handles personal data with care. The seller complies at all times with applicable laws and regulations, including the General Data Protection Regulation (GDPR).

4. Quotation

All quotations from the seller are non-binding.
A quotation loses its validity if it is not unconditionally accepted in writing by the counterparty within 7 days from the date of issue.
Each quotation is based on the information provided by the counterparty. The counterparty guarantees the accuracy and completeness of this information.
If the counterparty does not accept the quotation, the seller is entitled to charge the counterparty for all costs associated with the quotation.

5. Completion and Transfer of Risk

As soon as the purchased goods are received by the buyer, the risk transfers from the seller to the buyer.

6. Delivery

Delivery takes place ‘ex factory/store/warehouse.’ This means that all costs are borne by the buyer.
The buyer is obliged to take delivery of the goods at the moment the seller delivers them or has them delivered, or at the moment they are made available to him under the agreement.
If the buyer refuses to accept or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the goods at the expense and risk of the buyer.
If goods are delivered, the seller is entitled to charge delivery costs.
If the seller requires information from the buyer to execute the agreement, the delivery period begins after the buyer has provided this information.
Any delivery period provided by the seller is indicative and never a strict deadline. If this period is exceeded, the buyer must give written notice of default to the seller.
The seller is entitled to deliver goods in parts, unless otherwise agreed in writing or unless partial delivery does not have independent value. In the case of partial deliveries, the seller may invoice each part separately.

7. Force Majeure

If the seller is unable to meet its obligations under the agreement due to force majeure, the seller is not liable for damage suffered by the buyer.
Force majeure includes any circumstance that the seller could not reasonably foresee at the time of concluding the agreement and which prevents normal execution, such as illness, war, civil unrest, sabotage, terrorism, power outages, floods, earthquakes, fire, occupation, strikes, lockouts, changed government measures, transport difficulties, and other disruptions in the seller’s business.
Force majeure also includes situations in which suppliers of the seller fail to meet their obligations, unless attributable to the seller.
If a force majeure situation occurs preventing the seller from fulfilling its obligations, those obligations are suspended for as long as the force majeure continues. If such a situation lasts for 30 days, both parties have the right to dissolve the agreement in whole or in part in writing.
If the force majeure situation continues for more than three months, the buyer has the right to dissolve the agreement with immediate effect by registered letter.

8. Formation of the Agreement

The agreement is concluded only through written confirmation by the seller, or in the case of electronic agreements, through electronic or written confirmation by the seller.
These confirmations are deemed to fully represent the agreement between the parties.
If the agreement is concluded with a counterparty acting in the course of business, the provisions of articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply.

9. Execution of the Agreement

The seller may have the agreement executed in whole or in part by third parties if deemed desirable, and guarantees proper execution by these third parties.
The counterparty guarantees that all data and information necessary for proper execution are provided to the seller in a timely, complete, and accurate manner.
The counterparty ensures that the seller can perform his work undisturbed and at the agreed time, and that necessary facilities are available.
The counterparty is liable for damage, including loss and theft, to tools and materials of the seller located at the workplace or another agreed location.
If the counterparty fails to meet the obligations in this article, or the situation under sub d occurs, resulting in delay, the work will resume once the counterparty complies and the seller’s schedule allows. The counterparty is liable for all resulting damages.
The counterparty is responsible for obtaining all necessary permits or exemptions; associated costs are borne by the counterparty.

10. Intellectual Property Rights

The seller retains all intellectual property rights to proposals, designs, images, drawings, samples, models, software, and similar items.
All such materials remain property of the seller regardless of whether production costs have been charged. They may not be copied, used, or shown to third parties without written consent. Violation results in a €10,000 fine per breach, without prejudice to additional damages.
Upon request, the counterparty must return these materials in undamaged condition. Violation results in a €1,000 fine per day.

11. Communication

All communication between parties may occur electronically unless the law dictates otherwise.
If written communication is required, electronic messages are acceptable if printable.
The counterparty is responsible for storing/printing electronic communication. The seller’s stored version counts as evidence, subject to proof to the contrary.
Electronic messages are deemed received on the day of dispatch; non-receipt due to ICT issues on the buyer’s side is at their own risk.

12. Advice, Designs, and Materials

The counterparty cannot derive rights from advice or information not explicitly forming part of the agreement.
Costs related to the materials mentioned in Article 6(a) may be charged to the counterparty.
The counterparty is responsible for drawings, calculations, designs, and the functional suitability of materials provided or prescribed by them.
The counterparty indemnifies the seller against third-party claims relating to such materials.

13. Prices

Prices are exclusive of:

1. VAT and government-imposed charges
2. Packaging costs
3. Travel hours and travel/parking/accommodation expenses
4. Costs to prevent or limit damage to property present during execution

Prices are based on normal working hours (Mon–Fri 08:30–17:00, max. 8 hours/day).
If cost factors increase after concluding the agreement, the seller may pass on these increases.
Changes requested by the counterparty allow the seller to adjust the price accordingly.
Additional work (“more work”) will be charged based on the cost factors applicable when agreed.

14. Payment Terms

Unless otherwise stated, invoices must be paid within 30 days of invoice date, or another term agreed in writing. The seller may invoice in instalments.
Invoices may include a credit limitation surcharge if payment occurs after the due date.
Upon request, the counterparty must provide sufficient security for payment. Failure allows the seller to suspend delivery or dissolve the agreement.
All amounts owed become immediately due if:

1. a payment term is exceeded;
2. seizure of assets occurs;
3. the buyer is dissolved, liquidated, bankrupt, or applies for suspension of payments;
4. a natural person buyer requests debt restructuring, is placed under guardianship, or dies.

If payment is late, 12% annual interest applies or the statutory commercial interest if higher. Collection costs amount to at least 15% of the outstanding sum.
If the seller prevails in legal proceedings, all related costs are borne by the counterparty.
Set-off rights of the counterparty are excluded.
Direct debit authorizations may be used; prenotification will occur at least one working day before the charge.

15. Delivery Time

Delivery and execution periods are approximate, based on circumstances known at the time. They are never strict deadlines.
Changes in circumstances allow the seller to extend delivery periods accordingly.
More work also extends delivery time.
If the seller suspends obligations, delivery time is extended accordingly.
The seller is not liable for exceeding delivery or execution periods.

16. Inspection

The counterparty may inspect goods before delivery at its own expense and risk.
If goods do not meet the agreement, the seller must be informed immediately in writing with reasons, and given the opportunity to comply.
The seller may extend delivery time to remedy issues.

17. Delivery of Goods

Unless concluded electronically, delivery is EX WORKS (Incoterms 2010). Risk passes when goods are made available to the buyer.
For electronically concluded agreements, delivery EX WORKS occurs at the address provided by the buyer. Risk passes upon delivery.
The buyer accepts a margin of ±10% regarding quantity, measurement, or weight.
If goods are supplied based on a sample or model, the sample represents average quality.
If the buyer refuses or fails to accept delivery, the seller may:

1. store goods at the buyer’s expense and risk;
2. dissolve the agreement without liability and charge damages;
3. sell the goods if further storage is unreasonable.

If call-off delivery is agreed, the buyer must follow the schedule or accept all goods upon request.
The buyer must arrange permits required for transport; associated costs and risks are theirs.

18. Completion of Work

Work is considered completed when:

1. the buyer approves the work;
2. the work is put into use (partial use counts as partial completion);
3. the seller notifies the buyer of completion and the buyer does not respond within 14 days;
4. work has minor defects that do not prevent use and can be remedied within a reasonable period.

19. Packaging

Reusable packaging may be charged to the buyer.
If returned within 7 days in good condition, the seller will credit the amount.
The seller decides whether packaging is returned properly.

20. Retention of Title

Delivery occurs under an extended retention of title. The seller remains owner of all delivered goods until all current and future claims, including collection costs and damages, are paid in full.
Goods under retention of title may not be encumbered or sold outside normal business operations.
After invoking retention of title, the seller may retrieve goods; the buyer must grant access.
If retention cannot be applied due to mixing or transformation, the buyer must pledge the newly formed goods to the seller.

21. Complaints

Complaints regarding goods or services must be submitted in writing, with reasons, within 14 days of delivery/completion.
Hidden defects must be reported immediately upon discovery, but no later than six months after delivery/completion.
Complaints after the applicable deadlines cannot be considered.
The seller must be allowed to investigate complaints; goods must be returned if requested.
If the seller accepts a complaint, the seller may choose to:

1. repair the defect;
2. replace the goods;
3. take back the goods and credit the buyer.
   No further compensation is owed.
   Filing a complaint does not suspend payment obligations.

22. Returns

Returns require prior written consent from the seller.
Returns must always be shipped postage paid, stating the invoice number and delivery date.
Acceptance of returned goods does not imply acknowledgment of any fault.

23. Warranty

The seller guarantees proper performance for twelve months after delivery/completion.
The buyer cannot claim warranty if:

1. the defect results from improper or careless use;
2. normal wear or incorrect maintenance;
3. installation, modification, or repair by the buyer or third parties;
4. the goods have been altered, adapted, used, or processed;
5. the goods have been transferred to a third party.

These General Terms and Conditions have been in force since: 1 January 2023