General Terms and Conditions of sale and delivery of Willems Winkels BV/Condommessage

Fotocondoom.nl is a website of Condommessage and part of Willems Winkels BV.

Definitions

In these terms and conditions, the following definitions apply:

Condommessage: The legal entity that offers the products and/or services to consumers and companies at a distance.

Copper: 

• The natural person who does not act in the exercise of a profession or business and who enters into a distance contract with Fotocondom:
• The natural or legal person who acts in the exercise of a profession or business and enters into a distance agreement with Fotocondom.

Article 1 General provisions

1.1 Condommessage’s sales and delivery terms and conditions (general terms and conditions) are exclusively applicable to all offers and deliveries. These terms and conditions can also be found online at www.condommessage.com

1.2 The applicability of the general terms and conditions of the buyer is hereby expressly rejected. 

1.3 If a provision in these general terms and conditions is void or visible, the provision in question will be rejected by a provision that is as close as possible to the original provision. The other provisions of these general terms and conditions remain in full force and effect. 

1.4 Indofar as these general terms and conditions are also drawn up in a language other than Dutch text is always decisive in the event of differences. 

Article 2 Offers and quotations 

2.1 All quotations and offers from Condommessage are without obligation, unless a term for acceptance is stated in the quotation. In that case, a quotation or offer will expire after the relevant term. 

2.2 The agreement is concluded by sending a written order confirmation by post and/or by e-mail/fax by Condommessage, or by the actual execution of the agreement by Condommessage. In the former case, the order confirmation is deemed to reflect the correct relationships between the parties and the parties are bound by the content of the order confirmation.

2.3 Offers and promises by representatives or buyers of Condommessage are only binding if confirmed in writing by Condommessage.

2.4 Images, catalogues, online presentations, samples and drawings provide a general representation of any articles supplied by Condommessage. The sizes, weights, colors or technical data included in an offer are only approximate, unless expressly guaranteed in writing. Normal deviations, which are permissible within the sector, are allowed. Colorways are related to CMYK.

2.5 The prices stated in a quotation or offer are exclusive of VAT and other government levies, unless explicitly stated otherwise in writing. Unless otherwise indicated in writing by Condommessage, the prices are EXW Incoterms 2010.

2.6 A composite quotation does not oblige Condommessage to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future agreements. Setup costs are € 55 per ordered item excluding VAT, unless stated otherwise in writing.

2.7 Product-specific regulations, conditions, this concerns classified medical devices, which must comply with ISO 4074, with a production ISO 13485 and for the EU CE notified, including the statement of batch number, expiry date, CE and manufacturer, are considered to be are accepted by the purchaser and form an integral part of these terms and conditions.

2.8 If an order is cancelled, the costs actually incurred will be charged, with a minimum of 90eur.

2.9 Condommessage may refuse an order without stating reasons.  

Article 3 delivery

3.1 A delivery term is never a strict deadline. Condommessage will always try to meet a specified delivery time as much as possible. Exceeding the delivery time does not entitle the buyer to full or partial dissolution of the agreement, nor does the buyer have the right to cancel the order or to refuse receipt of a delivery. Condommessage is entitled to deliver and invoice in parts. 

3.2 A delivery period only commences after the buyer has confirmed to Condommessage that the design has been approved. 

3.3 Failure to comply with a payment obligation on time suspends the delivery obligation, as does the failure to provide the required data and usable designs on time or in an insufficiently suitable manner.

3.4 If the buyer fails to make payments, Condommessage is not obliged to make further delivery and Condommessage is entitled to dissolve the agreement without judicial intervention, while retaining the buyer’s obligation to indemnify Condommessage.

3.5 Condommessage is entitled to make more or less deliveries of a maximum of 10% of the ordered quantity and to charge them to the buyer.

3.6 Unless otherwise agreed in writing, Condommessage is free to determine the mode of transport.

3.7 The goods to be delivered always travel at the risk of the buyer. The buyer is responsible for unloading the delivered goods.

3.8 Condommessage is entitled to increase the price after the agreement has been concluded in accordance with the interim increase in freight costs.

3.9 Unless agreed otherwise in writing, the place of delivery is the (main) place of business of the buyer.

Article 4 information and data

4.1 General designations and descriptions of products supplied by Condommessage, as included in brochures, lists and the like, are only intended as general information and never as quality and/or guarantee indication.

4.2 The Buyer guarantees that the information it provides is correct and complete and legally permitted for reproduction. The buyer hereby indemnifies Condommessage against claims and/or damage due to the unauthorized use of items that fall under the intellectual property of third parties.

Article 5 retention of title

5.1 All products delivered by Condommessage in the context of the agreement remain Condommessage’s property until the buyer has met all claims – including in any case those referred to in Section 3:92 paragraph 2 of the Dutch Civil Code – that Condommessage has or will acquire.

5.2 Products delivered by Condommessage may not be resold by the buyer and may never be used as a means of payment, except within the normal course of its business. The buyer is not authorized to pledge or in any other way encumber the products subject to retention of title.

5.3 If third parties seize the products delivered subject to retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform Condommessage thereof immediately (in writing).

5.4 In the event that Condommessage wishes to exercise its property rights referred to in this article, the buyer gives unconditional and irrevocable permission in advance to it and to third parties designated by Condommessage to enter all those places where Condommessage’s property is located and to return those products. Take.

Article 6 payment 

6.1 Payment must be made at all times without any discount and/or settlement. The invoice term is a strict deadline. If the buyer does not pay within the invoice term, then it is legally in default and default, therefore without further notice of default being required. In that case, Condom Messages total claim, including invoices for which the due date has not yet expired, is immediately due and payable. Any discounts indicated will then lapse and the buyer will then owe an interest of 1% per month. Furthermore, the buyer owes Condommessage all costs, both judicial and extrajudicial, which Condommessage must incur in order to settle its claim.

6.2 Condommessage has the right to have the payments made by the buyer go first of all against the (collection) costs, then against the interest due and finally against the principal.

6.3 The buyer is not entitled to suspend or set off any payment obligation.

Article 7 Intellectual property 

7.1 All intellectual or industrial property rights to all products delivered under the agreement, with the exception of the graphic elements supplied by the buyer, rest exclusively with Condommessage or its licensors or suppliers. The buyer is not permitted to reproduce, copy or otherwise infringe the intellectual property rights of Condommessage or its licensors or suppliers.

7.2 The buyer fully indemnifies Condommessage against any claims and claims by third parties with regard to logos, texts, graphic elements and the like supplied by the buyer and also indemnifies Condommessage against all costs incurred by it in connection with these claims and claims.

Article 8 Advertising 

8.1 Condommessage delivers in accordance with what is normal and customary in the trade in the matter concerned. The buyer is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the products are made available to him. Any defects must be reported in writing by the buyer and received by Condommessage within 7 days after discovery or after they could reasonably have been discovered. The buyer must give Condommessage the opportunity to investigate a complaint or have it investigated.

8.2 If a complaint is not made in time with regard to a defect, the buyer is no longer entitled to repair, replacement or compensation and the buyer must pay all costs incurred by Condommessage.

8.3 If it is established that the product is defective and a complaint has been lodged in good time, Condommessage will replace the defective product within a reasonable term at Condommessage’s discretion or arrange for its repair or refund the invoice amount to the buyer. In the event of replacement, the buyer is obliged to return the replaced item to Condommessage and to transfer the ownership thereof to Condommessage, unless Condommessage indicates otherwise in writing.

8.4 Condommessage’s warranty does not apply if:

• Defects in goods are the result of improper use
• Items have been exposed to abnormal conditions 
• Defects are the result of use the contrary to the instructions for use 
• The buyer or third parties engaged by the buyer have made or performed changes and/or other work to the delivered goods without Condom Messages written permission.

8.5 A justified and timely complaint on part of the delivered goods does not suspend the payment obligation of the other delivered goods, unless otherwise stated mandatory statutory provisions.

Article 9 Liability 

9.1 If Condommessage should be liable, this liability is limited to what is arranged in this provision. Condommessage is only liable for direct damage.

9.2 Condommessage is never liable for indirect damage, including consequential damage, lost profit, lost savings, damage due to business interruption.

9.3 Condommessage is not liable for damage, of whatever nature, caused by Condommessage acting on the basis of incorrect and/or incomplete and/or unlawful information provided by or on behalf of the buyer.

9.4 If Condommessage should be liable for any damage, Condommessage’s liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

9.5 Barring intent or gross negligence on the part of Condommessage or one of its managers, Condommessage is only liable for direct damage and the compensation is limited to the amount paid out by its liability insurer plus the deductible.

9.6 All rights of action and other powers (for whatever reason) that the buyer has vis-à-vis Condommessage, or on pain of forfeiture, must be submitted in writing to Condommessage within 6 months after the moment at which they arise or the buyer became aware of them or could reasonably have been aware of them. to have been submitted.

9.7 The other party indemnifies Condommessage against any claims from third parties who suffer damage in connection with the execution of the agreement, unless (and insofar) this damage is solely the result of willful misconduct or gross negligence on the part of Condommessage or its managers.

Article 10 Reference 

Condommessage is entitled to use the buyer as a reference, without notifying third parties about the results of assignments.

Article 11 Applicable law and competent court 

Dutch law applies exclusively to all legal relationships between Condommessage and the buyer. The applicability of the 

Vienna Sales Convention is expressly excluded. Only the competent court in Rotterdam is authorized to take cognizance of disputes between CondomMessage and the buyer.

Version 2017-02 fw 4/2/17 Condommesage