General Terms and Conditions of Eko Shii-take B.V.
Definitions
1. Eko Shii-take B.V.: Eko Shii-take B.V., established in Overloon with the Chamber of Commerce no. 63004070.
2. Customer: the party with whom Eko Shii-take B.V. has entered into an agreement or understanding.
3. Parties: Eko Shii-take B.V. and the customer together.
Applicability of general terms and conditions
1. These terms and conditions apply to all offers, quotations, work, orders, agreements and deliveries of services or products by or on behalf of Eko Shii-take B.V.
2. Parties may only deviate from these terms and conditions if they have explicitly agreed to do so in writing.
3. Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
Prices
1. All prices quoted by Eko Shii-take B.V. are in euros, exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, dispatch or transport costs, unless expressly stated otherwise or agreed otherwise.
2. Eko Shii-take B.V. may change all prices quoted for its products or services on its website or quoted in any other way at any time.
3. Increases in the cost price of products or parts thereof, which Eko Shii-take B.V. could not foresee when making the offer or concluding the agreement, may give rise to price increases.
Samples and models
If the customer has received a sample or model of a product, he may not derive any rights from it other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products to be delivered shall correspond to the sample or model.
Payments and term of payment
1. The customer must pay invoices to Eko Shii-take B.V. within 14 days of the invoice date, unless the parties have made other agreements in this respect or a different payment term is stated on the invoice.
2. Payment deadlines shall be regarded as strict deadlines. This means that if the customer has not paid the agreed amount by the last day of the payment term, he shall be in default by operation of law, without Eko Shii-take B.V. having to send the customer a reminder or give him notice of default.
3. Eko Shii-take B.V. reserves the right to make a delivery dependent on immediate payment, or to demand security for the total amount of the services or products.
Consequences of failure to pay in good time
1. If the customer fails to pay within the agreed period, Eko Shii-take B.V. shall be entitled to charge the statutory interest of 8% per month for commercial transactions from the day on which the customer is in default, whereby a part of a month shall be counted as a full month.
2. When the customer is in default, he shall also owe Eko Shii-take B.V. extrajudicial collection costs and any damages.
3. The collection costs shall be calculated in accordance with the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the customer fails to pay in good time, Eko Shii-take B.V. shall be entitled to suspend its obligations until the customer has fulfilled his payment obligation.
5. In the event of liquidation, bankruptcy, seizure or suspension of payment on the part of the customer, Eko Shii-take B.V.’s claims against the customer shall be immediately due and payable.
6. If the customer refuses to cooperate in the execution of the agreement by Eko Shii-take B.V., he shall still be liable to pay Eko Shii-take B.V. the agreed price.
Right of advertising
1. As soon as the customer is in default, Eko Shii-take B.V. shall be entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.
2. Eko Shii-take B.V. shall invoke the right of complaint by means of a written or electronic notification.
3. As soon as the customer has been informed of the invoked right of complaint, the customer must immediately return the products to which the right of complaint relates to Eko Shii-take B.V., unless the parties have made other arrangements in this regard.
4. The costs of returning or transporting the products shall be borne by the client.
Right of suspension
Unless the customer is a consumer, the customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Right of retention
1. Eko Shii-take B.V. may invoke its right of retention and, in such cases, retain the customer’s products until such time as the customer has paid all outstanding invoices to Eko Shii-take B.V., unless the customer has provided sufficient security for the same.
2. The right of retention also applies in respect of earlier agreements under which the customer still owes Eko Shii-take B.V. payments.
3. Eko Shii-take B.V. shall never be liable for any damage the customer may suffer as a result of exercising his right of retention.
Settlement
Unless the customer is a consumer, the customer waives his right to set off any debt to Eko Shii-take B.V. against a claim against Eko Shii-take B.V.
Retention of title
1. Eko Shii-take B.V. remains the owner of all products delivered until the customer has fulfilled all his payment obligations towards Eko Shii-take B.V. under any agreement concluded with Eko Shii-take B.V., including claims relating to non-fulfilment.
2. Until such time, Eko Shii-take B.V. may invoke its retention of title and take back the goods.
3. Before ownership has passed to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
4. If Eko Shii-take B.V. invokes its retention of title, the agreement shall be deemed to have been dissolved and Eko Shii-take B.V. shall be entitled to claim damages, loss of profits and interest.
Storage
1. If the customer takes delivery of products ordered later than the agreed delivery date, the risk of a possible loss of quality shall be borne entirely by the customer.
2. Any additional costs resulting from the premature or late acceptance of products will be borne entirely by the customer.
Warranty
1. The warranty does not apply in the case of normal wear and tear and in the case of damage caused by accidents, modifications made to the product, negligence or inexpert use by the customer, or if the cause of the defect cannot be clearly determined.
2. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the moment that they are legally and/or actually delivered, or at least come under the control of the customer or a third party who takes delivery of the product on behalf of the customer.
Indemnification
The customer indemnifies Eko Shii-take B.V. against all third-party claims related to the products and/or services delivered by Eko Shii-take B.V.
Complaints
1. Customers must examine a product delivered or a service provided by Eko Shii-take B.V. for any shortcomings as soon as possible.
2. If a product delivered or a service provided does not comply with what the customer may reasonably expect from the agreement, the customer must inform Eko Shii-take B.V. thereof as soon as possible, but in any event within 1 month after ascertaining the defects.
3. The customer must give as detailed a description as possible of the shortcoming, so that Eko Shii-take B.V. is able to respond adequately to it.
4. The customer must demonstrate that the complaint relates to an agreement between the parties.
Notice of default
1. The customer must give notice of default in writing to Eko Shii-take B.V..
2. It is the customer’s responsibility to ensure that the notice of default actually reaches Eko Shii-take B.V. (in good time).
Joint and several liability of the customer
If Eko Shii-take B.V. enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts owed to Eko Shii-take B.V. pursuant to such agreement.
Liability of Eko Shii-take B.V.
1. Eko Shii-take B.V. is liable for any damage suffered by the customer only if and insofar as such damage is caused by intent or deliberate recklessness.
2. If Eko Shii-take B.V. is liable for any damage, it shall be liable only for direct damage arising from or relating to the execution of an agreement.
3. Eko Shii-take B.V. shall never be liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
4. If Eko Shii-take B.V. is liable, such liability shall be limited to the amount paid out by a professional liability insurance policy taken out, and in the absence of (full) payment by an insurance company of the damage amount, liability shall be limited to the (part of the) invoice amount to which the liability relates.
5. All images, photographs, colours, drawings, descriptions on the website or in a catalogue are only indicative and only apply approximately and cannot be a reason for compensation of damage and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Any right of the customer to claim compensation from Eko Shii-take B.V. shall lapse in any event 12 months after the event from which the liability arose directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Right of dissolution
1. If fulfilment of the obligations by Eko Shii-take B.V. is not permanently or temporarily impossible, dissolution can only take place after Eko Shii-take B.V. has been in default.
2. Eko Shii-take B.V. shall be entitled to dissolve the agreement with the customer if the customer fails to fulfil his obligations under the agreement in full or in time, or if Eko Shii-take B.V. becomes aware of circumstances giving it good reason to fear that the customer will not be able to fulfil his obligations properly.
Force majeure
1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, Eko Shii-take B.V. cannot be held accountable for any failure in the fulfilment of any obligation towards the customer in a situation independent of the will of Eko Shii-take B.V., as a result of which the fulfilment of its obligations towards the customer is wholly or partly obstructed or as a result of which the fulfilment of its obligations cannot reasonably be demanded from Eko Shii-take B.V.
2. The circumstances of force majeure referred to in paragraph 1 also include – but are not limited to -: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses; strikes, government measures, unforeseen transport problems, adverse weather conditions and work stoppages.
3. If a situation of force majeure arises whereby Eko Shii-take B.V. cannot fulfil one or more obligations towards the customer, then these obligations shall be suspended until Eko Shii-take B.V. can fulfil them again.
4. From the moment when a situation of force majeure has lasted for at least 30 calendar days, both parties shall be entitled to dissolve the agreement in writing, either wholly or in part.
5. Eko Shii-take B.V. shall not be liable for any compensation or damages in the event of force majeure, even if it gains any advantage as a result of the force majeure situation.
Amendments to the agreement
If, after the agreement has been concluded, it appears necessary for its implementation to amend or supplement the content of the agreement, the parties shall amend the agreement accordingly in good time and in mutual consultation.
Amendment of general terms and conditions
1. Eko Shii-take B.V. shall be entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance may be made at any time.
3. Eko Shii-take B.V. shall discuss major changes to the content with the customer in advance, where possible.
4. Consumers are entitled to terminate the agreement in the event of a substantial change to the general terms and conditions.
Transfer of Rights
1. The customer’s rights arising from an agreement between the parties cannot be transferred to third parties without Eko Shii-take B.V.’s prior written consent.
2. This provision shall be deemed to be a clause with effect under property law, as referred to in Article 3:83(2) of the Dutch Civil Code.
Consequences of nullity or voidability
1. When one or more provisions of these general conditions appear to be void or voidable, this will not affect the other provisions of these conditions.
2. A provision that is null and void or annullable shall in that case be replaced by a provision that comes closest to what Eko Shii-take B.V. had in mind when drawing up the terms and conditions on that point.
Applicable law and competent court
1. Any agreement between the parties shall be exclusively governed by Dutch law.
2. The Dutch court in the district where Eko Shii-take B.V. has its registered office / practice / holds its office is exclusively authorised to take cognisance of any disputes between parties, unless the law imperatively stipulates otherwise.
Drawn up on 01 January 2020.