1.1 These general conditions shall be applicable to quotations, offers and contracts, unless the applicability is explicitly excluded in writing.
1.2 The other party may only invoke stipulations deviating from these conditions and/or its own conditions or stipulations if such stipulations or conditions have been explicitly accepted by Small Factory in writing.
1.3 Once another party has entered into a contract with Small Factory on the basis of these conditions, this other party shall be deemed to have tacitly consented to the applicability of these conditions to agreements concluded with Small Factory at a later date.
2. Offers and quotations
All quotations provided by Small Factory shall be completely without obligation,unless explicitly agreed otherwise.
3. Prices and rates
3.1 Unless explicitly stated otherwise, all quoted prices are in Euros and exclusive of VAT.3.2 Small Factory shall be permitted to increase the prices specified in the offers and quotations if, in the period between offer and delivery, significant price changes have occurred in respect of raw materials, material costs,transport costs, import and export duties and/or other levies in theNetherlands or abroad, wages, social insurance contributions, exchange rate fluctuations or otherwise unforeseen circumstances.
4. Delivery and delivery periods
4.1 Unless explicitly agreed otherwise in writing, the specified delivery periods shall be approximate periods. An exceeding of the delivery period shall not entitle the other party to claim damages or to dissolve the contract.
4.2 If the delivery threatens to be delayed or if it has been delayed,Small Factory shall notify the other party of this as soon as possible.
5. Right to claim
5.1 Immediately after receipt of the goods delivered the said the other party must ascertain whether or not everything has taken place in accordance with the agreements made between the parties. The other party undertakes to notify Small Factory immediately of any complaints concerning the delivery of the products.
5.2 The other party shall leave the delivered goods in the state in which they were when it discovered the defect. The other party shall give full assistance if Small Factory wishes to investigate the validity of the complaint onsite.
5.3 The other party shall forfeit all rights concerning defects ascertained if it does not notify Small Factory of such immediately after ascertaining a defect and does not assert in writing its right to claim within a maximum of 8days after the delivery. The right to claim shall also be forfeited if the goods are not in their original state.
5.4 On condition that the other party has acted in accordance with the provisions of this article and on condition that it has been sufficiently proved that the products do not conform to what was agreed upon in this matter, Small Factory shall have a choice: either it may replace the products which have been proved to be faulty with new products, after return of the said faulty products; or it may refund the purchase price of the products which have been proved to be faulty, after return of the the said faulty products. Through the performance of one of the aforementioned actions, Small Factory shall have completely fulfilled its obligations in this matter.
6.1 Payment must be made within 30 days after delivery, unless there is deviation from such period in the quotation. In the case of payment within 8 days, there will be a discount of 2 per cent on the invoice amount exclusive of VAT. The other party shall not be entitled to set offer defer payment.
6.2 Except in the event that the other party disputes in writing the amount invoiced within 8 days after the date of the invoice, this other party shall remain obliged to pay the full amount of the invoice, with due observance of the other provisions set out in this article.
6.3 If the other party disputes in good time the amount charged in the invoice, this other party shall remain obliged to pay the non-disputed part of the amount charged in the manner set out in paragraph 1 of this article. Should it turn out afterwards that the amounts charged in the invoice are correct, the following paragraphs shall also apply to the non paid part of the invoice.
6.4 If the other party does not pay within the stipulated period, this other party shall be in default by the mere expiry of this period, without further notice of default being required.
6.5 As from the moment that the other party is in default, this other party shall be obliged to pay a contractual penalty of 1% per month in respect of the amount due, with part of a month counting as a full month.
6.6 If the other party defaults on payment after Small Factory’s first demand, for which a period of 14 days is stipulated, this other party shall be obliged to pay extrajudicial costs amounting to at least 15 per cent of the principal amount, but with a minimum of € 100.00.
7. Retention of title
7.1 Goods that are supplied to the other party by Small Factory and in respect of which it has been provided for that they will pass into the ownership of the other party will only become the property of the other party after this other party has fulfilled all its obligations.
7.2 The other party gives, as from now, Small Factory or a third party to be designated by Small Factory unconditional and irrevocable permission, in all the cases in which Small Factory wishes to exercise its right of ownership, to enter all those places in which the property of Small Factory is then to be found and to take away those goods.
7.3 If third parties seize the goods supplied subject to retention of title,or want to create or enforce rights to these goods, the other party shall be obliged to notify Small Factory of such immediately.
8.1 Small Factory guarantees that on delivery the products conform to what was agreed upon in this matter.
8.2 Other guarantee conditions shall only apply if and in so far as the parties have explicitly agreed upon such conditions in writing.
9. Liability and indemnification
9.1 Small Factory shall not be liable for damage to products, apart from the due observance of the provisions set out in Article 5, paragraph.4. The contractual and statutory liability shall at all times be limited to the amount of the purchase price of the product in respect of which the liability has arisen.
9.2 Small Factory shall not be liable for so-called consequential damage.
9.3 Small Factory shall not be liable for damage resulting from improper use,which shall also be understood to mean use in violation of any instructions and/or warnings on the packaging.
9.4 The provisions of the preceding paragraphs of this article shall not affect Small Factory’s liability under the provisions of Title 3, Part 3, Book 6 of the Netherlands Civil Code (Product Liability). Furthermore, Small Factory shall not invoke liability restrictions in the preceding paragraphs of this article if and in so far as the damage arose as a result of intention or gross negligence on the part of Small Factory.
9.5 Unless the damage arose as a result of intention or gross negligence on the part of Small Factory, the other party shall indemnify Small Factory against all claims from third parties that are connected directly or indirectly with(the use of) the products and shall compensate Small Factory for all the damage Small Factory suffers as a result of such claims.
10. Force majeure
10.1 In the event of force majeure, Small Factory shall be entitled to suspend the execution of the contract for as long as the circumstance causing the force majeure continues, or shall be entitled to completely or partly dissolve the contract, without being liable to pay any damages or penalty, on the understanding that dissolution may not take place with retrospective effect.
10.2 Apart from the cases falling under force majeure in accordance with general criteria, force majeure shall also be understood to include:traffic jams; strikes in the postal services; the non-supply of services by public utilities; breakdown of machinery; fire; flood; burglary; and either non-performance or performance later than the stipulated time on the part of third parties, including suppliers and transporters, on whom Small Factory is dependent for the execution of the order.
11. Samples and examples
If a model, sample or example has been shown or supplied by Small Factory, this shall be assumed to have only been shown or supplied by way of indication: the characteristics of goods to be supplied may differ from the sample, model or example, unless it has been explicitly agreed that the goods will be supplied in accordance with the sample, model or example shown or supplied.
12. Disputes, applicable law and election of domicile
12.1 Dutch law shall apply to all contracts between Small Factory and the other party.
12.2 Disputes shall be submitted to the competent court in Eindhoven.
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