- Morsink Trading bv: the private company Morsink Trading BV, registered office in Boekelo, municipality of Enschede, user of these terms and conditions. Shareholder Morsink Trading bv AH Morsink Holding bv Andries Regain Morsink sole unlimited jurisdiction in this person. Morsink Trading, used in correspondence, is affiliated with Morsink Trading bv;
- Party: any natural or legal person who Morsink Trading BV has signed a contract it negotiates its creation and also his representative (s), agent (s) and assign (s);
- Agreement: any agreement between Morsink Trading bv and the other party and any amendment or supplement thereto, and all (legal) acts in preparation and implementation of that agreement.
Article 2. Relevance
2.1 These conditions apply to all offers, quotations and agreements which Morsink Trading bv party.
2.2 The provisions in these Terms and Conditions may only be waived in writing. These should explicitly be accepted. Morsink Trading bv Such different conditions should apply only to the transaction to which they relate.
2.3 In the event of a conflict between any provision of these terms and conditions, and any provision contained in the closed between Morsink Trading bv and the Other Agreement (including attachments) prevail in the content of the Agreement (including attachments).
2.4 If one or more provisions of these terms and conditions are found to be invalid shall be destroyed or otherwise lose their validity, the remaining provisions shall remain in force if possible. Morsink Trading bv and the other party will enter into consultations to new provisions to replace the void or destructive conditions to be agreed, which if and are taken into account. Much as possible the purpose and intent of the original provisions
2.5 The applicability of any general terms and conditions of the Other is explicitly rejected.
2.6 Morsink Trading bv reserves the right to change it. These Terms with immediate effect These changes are only valid with respect to future offers, quotations and agreements and shall be notified to the other party in writing.
Article 3. Offers and conclusion of contract
3.1 All proposals, offers or quotations from Morsink Trading bv are free and keep only an invitation to make an offer, unless in writing, expressly and unambiguously stated otherwise in the offer. In the event the other party in response to the solicitation, an offer, Morsink Trading bv is not obliged to make a counter-offer. Following the rejection of this offer
3.2 All proposals, offers or quotations from Morsink Trading bv are valid for up to three months, unless explicitly stated otherwise in writing. After three months, the other party can no longer rely on the proposals, offers or quotations from Morsink Trading eg
3.3 Data listed in printed matter not bind the seller and may be subject to change without notice.
3.4 By Morsink Trading bv prices apply, unless otherwise expressly stated in writing, exclusive of VAT and exclusive of transfer taxes and any costs associated with the transfer.
3.5 All quotations, offers and information provided by Morsink Trading bv are compiled with the utmost care. Morsink Trading bv can not be held responsible for the case nonetheless inaccuracies mentioned could be liable. The other party can not derive any rights from the quotes given, offers and information.
3.6 Morsink Trading BV is not bound by its proposals, offers or quotations if the Other popular opinion ought to understand that the offer, tender or quotation contains an obvious mistake or error. Terms of reasonableness and fairness in society
3.7 The Other Party is forbidden to use as a resource for others. Tenders submitted by Morsink Trading bv, offers and information The Party is liable for and Morsink Trading bv will all damage suffered by it as a result of using the information in any manner whatsoever to the person who has committed without the prior express written approval by Morsink Trading bv stories spreading the (object) information. This damage control include damage by making obsolete objects by "overexposure".
3.8 An agreement shall only come about as far as it is confirmed by Morsink Trading bv in writing to the other party or its implementation by Morsink Trading bv started.
3.9 Orders given by representatives of Morsink Trading bv, be deemed accepted without prior notice. Within three days
3:10 Additions or amendments to an agreement already established may be agreed in writing.
Article 4. Price
4.1 The purchase price includes the price of the goods in addition also the cost of packaging. The price does not include transportation and delivery charges preferred by the client in the Netherlands, unless otherwise agreed. Not included in the price are VAT and other taxes which are imposed by the government.
4.2 Quotations are made without obligation on the basis of the prices of purchase and / or task force at the time.
4.3 Morsink Trading bv has the right to charge the customer cost-push factors, such as increases in duties, excise duties, factory prices, wages, changes in currency exchange, etc., which is more than three months after entering into the agreement occur, by .
Article 5. Payment and default
5.1 The Other Party shall invoices Morsink Trading bv-without settlement - to be paid in accordance with the payment terms stated on the invoice. If no payment on the bill is called, the invoices must be paid within 14 days of the invoice date. Objections to the amount of the invoices shall not suspend the payment obligation.
5.2 In the event of late payment the other party will (further) in default. The Other is then, without prejudice to the (other) rights Trading Morsink eg, statutory interest under Section 6:119 a due.
5.3 All costs Morsink Trading bv in and / or out of court to make in connection with a failure to comply fully with the other party's invoices Morsink Trading bv, are entirely borne by the other party.
5.4 If there are multiple Counterparties party to an agreement, they are jointly and severally liable Counterparties.
Article 6. Retention of title
6.1 The ownership of goods delivered by Morsink Trading bv, repairs performed or completed installations go, notwithstanding the actual delivery, to the other party after it has fully paid. It owes to Morsink Trading bv virtue of the Agreement, or will be,
6.2 If the other party for any reason act or whatever cause in violation of any provision of these terms, capable of bankruptcy, suspension of payments, dies, is forced into an arrangement with its creditors or Morsink Trading bv is entitled to collect regardless of where they are located and without the other party for damages can. sole claim back the delivered goods
6.3 If there is any doubt at Morsink Trading bv regarding the payment capacity of the other party, Morsink Trading bv authorized to set until the other party has provided. Security for the payment of the actual delivery of the goods The party is liable for the Morsink Trading bv ago for delayed delivery and suffer damage.
Article 7. Deadlines
7.1 Any quoted by Morsink Trading bv (delivery) terms and / or installation time are indicative, not absolute and are based on the time of the conclusion of the Agreement on Morsink Trading bv known facts and circumstances prevailing. Morsink Trading bv will take the specified limits as far as possible into account. However, the mere crossing of a period mentioned Morsink Trading bv in default.
7.2 If a delivery is agreed, it shall commence on the date on which the other party has confirmed the order.
Article 8. Force Majeure
8.1 Force majeure on the part of Morsink Trading bv or one of those hired by Morsink Trading bv third party suspends its obligations under the contract as long as the force majeure without Morsink Trading BV is obliged to pay any compensation for damages. Force majeure shall mean any of the will of Morsink Trading bv or one of the independent by third parties engaged circumstance that fulfillment of the contract on time or permanently prevented and what not under the law, neither under the standards of reasonableness and fairness at the expense and risk of Morsink Trading bv are to come.
8.2 In case of force majeure lasting Morsink Trading BV has the right to terminate without Morsink Trading BV is obliged to pay any compensation for damages. Agreement without judicial intervention in whole or in part
Article 9. Warranty
9.1 Morsink Trading BV warrants for 12 months after delivery of the goods to the specified address by the other party to the adequacy and proper functioning of the goods supplied by it.
9.2 This warranty does not extend further than to the free supply of new parts free.
9.3 As far as products or parts thereof by Morsink Trading bv third parties are involved, or where activities - below also includes installation work - carried out by a third party does not have the period specified in the first paragraph and second paragraph of this article and extent of the warranty, but only the guarantee of the relevant third party (ies). If possible, Morsink Trading bv provided on the first request the other party to inspect the nature, extent and duration of the guarantee of a third party. Referred to in this paragraph
9.4 During the warranty Morsink Trading bv restores and / or a charge by third party engaged in principle, those defects which proves to the other party, resulting from the use of defective materials, faulty workmanship or faulty construction on the side of Morsink Trading eg and / or contracted by it engages / third. The delivered goods at the option of Morsink Trading bv be replaced by new products, can be utilized. Goods delivered the new paid
9.5 Conditions for the validity of the guarantee provided by Morsink Trading bv is that the other party within seven days after the discovery of the lack thereof to Morsink Trading bv detailed written after obtaining an RMA number using the RMA procedure (Returns With Authorization ) through our website (found on our correspondence) or all data sent by registered mail, are provided. The guarantee does only if the other party of its obligations to Morsink Trading bv (both financial and otherwise) has met or complacency has set. Relevant security The alleged breach of warranty obligations by Morsink Trading bv does not relieve the other party of its obligations under the agreement.
9.6 The other party can not rely on any warranty, if defects and / or faults in whole or in part the result of incorrect, careless or improper use. It includes installation, notwithstanding the mounting requirements, external causes such as lightning or fire, or if the other party without the prior consent of Morsink Trading eg changes in goods makes or causes to or used for other purposes and / or applications.
9.7 The goods supplied by Morsink Trading bv, which guarantee applies - with the exception of the manufacturer - can be reversed by Morsink Trading bv and can be offset by new replacement while already paid by the newly delivered goods.
9.8 Morsink Trading bv does not guarantee that it is entitled to all the individual components in the products supplied by it. Any liability arising from breach of an invoked by third parties intellectual property relating these components derived is excluded by it from third parties.
Article 10. Liability Morsink Trading bv
10.1 Morsink Trading BV is not obliged to pay compensation for damage if the failure of which the damage arises out promptly, but in any event within fourteen days after the other party the shortcoming has discovered or reasonably should have discovered, is reported in writing to Morsink Trading bv and the other party already doing what can be done to limit the damage. reasonably expected her
10.2 Morsink Trading BV is only liable for damages suffered by the other party, the damage is a direct and sole result of an on Morsink Trading bv attributable shortcoming. Liability Morsink Trading eg for indirect damages, consequential damages, lost profits, lost savings, loss of goodwill, loss due to business interruption or loss due to exceeding a term is therefore excluded.
10.3 Morsink Trading BV is not liable for defects that the other party knew or reasonably should have known.
10.4 If Morsink Trading bv notwithstanding the other provisions of this Agreement would have to pay damages or penalties or any other financial compensation in connection with any failure to perform its obligations Morsink Trading bv or otherwise, nevertheless held the liability of Morsink Trading bv at all times be limited to the contract value, with the proviso that this amount never exceeds the sum that is in fact the case may be covered by the side of Morsink Trading bv the liability of Morsink Trading eg
It shall further the following restrictions:
- Damage caused by intent or gross negligence of assistants is not recoverable;
- Damage caused by a third party engaged by the other party is not recoverable;
- The damage to be compensated by Morsink Trading bv will never be more than the amount of the invoiced and actually paid principal plus VAT of the delivery.
10.5 The damage can only be recovered up to the amount corresponding to the amount of the amount paid for one year prior to the loss event by the Counterparty to Morsink Trading bv for the implementation of the Convention, in implementing the damage suffered.
10.6 The Other Party is responsible for the accuracy and completeness of, and is responsible for the information they provide to Morsink Trading eg Morsink Trading BV is not liable for damages that the other party suffers as a result of inaccurate or incomplete information provided.
Article 11. Secrecy
11.1 The Other Party are sure that all in (establishing) the agreement exchanged confidential information during and after the end of the Agreement shall remain secret, especially with regard to design, know-how, documentation, photographs, drawings, image and sound recordings, and the like. Information referred to in the preceding sentence of this paragraph shall in any event be considered, if it is marked as such. Either party
11.2 The Other Party is not permitted without prior written consent of Morsink Trading bv text and / or images, such as but not including designs, exclusive know-how, documentation, photographs, drawings, video and sound recordings pursuant to the provisions of paragraph 1 of this article in any way or through any medium to show, other than the parties to disclose, copy, reproduce, distribute, contribute to publications or otherwise use
11.3 The Other Party shall also impose this obligation of secrecy of her subordinates, as well as any third parties engaged by it.
11.4 In case of non-performance by the other party of the provisions of paragraphs 1-3 of this Article Morsink Trading bv Counterparty forfeit an immediately payable penalty of up to ten thousand euro (€ 10,000, -) per violation and up to five thousand euro (€ 5,000, -) per day that the violation continues, without prejudice to further Morsink Trading bv rights, including for example but not exclusively the right to full compensation and / or fails to recover
Article 12. Cancellation
12.1 Morsink Trading bv reserves the right to cancel orders, when to take that delivery incalculable financial risk for its meaning.
Article 13. Termination
13.1 The other party is legally in default and Morsink Trading BV is entitled to terminate by an extrajudicial statement, without prejudice to its right to compensation if, without further notice or judicial intervention, the Agreement in whole or in part:
Other party's breach of any obligation under the contract and / or these terms and conditions;
the other party is declared bankrupt;
is given to the other party (provisional) suspension of payment;
the party is admitted to the statutory debt;
the Counterparty under guardianship or her ability is wholly or partly under administration;
it is submitted to one of the aforementioned cases seeking application;
the Party control of its undertaking or any part of thereof in whole or in part, loses its legal personality is dissolved;
the Other liquidate its business or stops, or there is a cessation of business of the other party in any other way;
prejudgment or execution is levied. goods of the other Party or parts thereof
Morsink Trading bv will never be held because of the termination payment of any compensation.
13.2 The termination must be made in writing.
13.3 Termination of the Agreement by Morsink Trading bv allows the liability of the other party on the basis of the Agreement unaffected. All amounts are immediately due and payable. Amounts already paid will not be refunded.
Article 14. Data, designs and drawings
14.1 The other party is obliged to, during or after the term of the Agreement by Morsink Trading bv the implementation of the agreement made available media, including without limitation: written documents (audio and / or visual) material, videotapes, CD- ROMs, DVDs, know-how and information, such as, but not limited to, specifications, data, instructions, inspection requirements, notes, changes, additions and materials, including design, copying, reproduction and misprints and the like, at their own expense, for the benefit of Morsink Trading bv, preserve, maintain and insure the usual conditions against the risk of total or partial loss or damage due to fire, theft and vandalism, and the like, unless the Parties agree otherwise in writing.
14.2 The other party is obliged, after execution of the agreement to return. Immediately and at its own expense the goods referred to in paragraph 1 this Article, including any simplifications thereof to Morsink Trading bv Unless otherwise agreed in writing, the other party does not distribute copies of the matters referred to in paragraph 1 of this Article, after termination of the agreement in any way also adhere.
14.3 If there is (intellectual property) rights embodied in the cases referred to in paragraph 1 Morsink Trading bv any time owner of or entitled to these rights remain unless otherwise agreed in writing.
14.4 Until the Morsink Trading bv those cases one has taken in the host Member shall remain the risk of the other party.
14.5 The Other Party must check that they match specifications, data, instructions, inspection requirements, explanations of these in the order / order and / or agreement, and any amendments and / or supplements thereto. Upon receipt of the goods referred to in paragraph 1 Any differences should immediately when taking delivery to be reported, failing which the goods shall be deemed to conform to specifications, data, instructions, inspection requirements, explanations, amendments and additions to the contract / order and / or agreement by the other party to Morsink Trading bv and amendments and / or supplements thereto.
14.6 The Other Party shall ensure that the matters referred to in paragraph 1 of this Article, be reproduced, other than for the performance of the contract, only with the prior written permission of Morsink Trading bv be shown to anyone other than the Parties shall be made public and / or used then be applied. however any amendments and / or additions
14.7 The other party is aware that the disposal by Morsink Trading bv alleged know-how - whether or not embodied in the Data carriers - confidential information and trade secrets Morsink Trading bv may contain. Notwithstanding the provisions of article 16 of these General Terms and Conditions Party undertakes to keep this know-how secret and not - in any way - to make available to third parties.
14.8 The other party is not any indication regarding Morsink Trading bv and / or remove the information made available to its wearers its rights.
Article 15. Intellectual property rights
15.1 To the extent Morsink Trading bv can not be regarded as entitled to the (intellectual property) rights embodied in the carriers of information referred to in Article 15 of these terms and conditions with respect to the matters governed by the Agreement, it shall means these terms and conditions entitled to the rights referred to above.
15.2 Morsink Trading BV is entitled to all intellectual property rights that arise from or result from the implementation of the Agreement. The Party shall provide unconditional first request Morsink Trading bv its full cooperation to all for the transfer of (intellectual property) rights actions required, without prejudice to rights Morsink Trading Company has already obtained under the Agreement. Bv The Agreement also serves as a proxy for the operations required for the transfer of the rights referred to above.
15.3 The Other Party shall respect Morsink Trading bv and those they appoint unconditionally waive his rights under Article 25, first paragraph, of the Copyright Act 1912. Morsink Trading bv (and its successors) is (are) at all times entitled to destroy, if they have given to document the work of the creator of the work sufficiently likely a work referred to in Article 10 of the Copyright Act 1912, no legitimate reasons - including but not limited to economic reasons - against that destruction.
15.4 The other party guarantees that the use, including resale, of the performance by him or by him on behalf of Morsink Trading bv purchased or manufactured goods would not infringe on any (intellectual) property rights of third parties, partly, but not exclusively understood patent rights, trademark rights, design rights and copyright.
15.5 Other indemnify Morsink Trading bv all claims and claims by third parties for damages for infringement of the rights referred to in paragraph 4 of this Article, provided that the goods delivered by the other party to Morsink Trading bv and / or services or applied by other party practices are concerned. Counterparty will Morsink Trading bv compensate all damages resulting from any infringement referred to in the preceding sentence, which also includes the full cost of legal assistance under Article 1019h Rv.
15.6 If the other party is faced with issuing requests or legal claims based on the allegation that the goods supplied by Morsink Trading bv infringe intellectual property rights of third parties, Party Morsink Trading bv shall promptly, in writing and in detail of these allegations, notify, failing which any liability Morsink Trading bv to the Counterparty will be canceled. It is the sole discretion of Morsink Trading eg whether the handling of the case itself provides, or that it is left to the other party. If not Morsink Trading bv hand to perform the handling of the case, the other party is free it - to take in hand -. Their own expense and risk If Morsink Trading bv the handling of the case at hand takes Party shall provide all necessary assistance where possible.
15.7 If a court finally determined that the developed Morsink Trading bv self-knowledge, infringes any by a third party intellectual property right, or if in the opinion of Morsink Trading bv, it is likely that such infringement occurs, take Morsink Trading bv the products of the other party delivered back against crediting of the acquisition costs minus a reasonable user, or creates Morsink Trading bv the Party the goods, or a functionally equivalent other case, may continue to use this at the undisturbed assessing Morsink Trading bv Party is consequently obligated to release of the performance without being Morsink Trading bv held therefrom to compensate. consequential damages of the other party
15.8 The arrangements referred to in paragraph 7 of this Article shall expire if and insofar as the infringement relates to changes that the other party has made to the know-how or by anyone other than Morsink Trading bv has had made.
15.9 Each of the preceding paragraphs differing liability Morsink Trading bv infringement of intellectual property rights of others than the parties is excluded. This also includes liability Morsink Trading bv for infringements caused:
- By the use of the products and / or components not supplied by Morsink Trading bv;
- By the use of the products in a manner other than that for which the products have been developed or intended;
Article 16. Penalty clause
16.1 In case of non-performance by the other party of the provisions of Articles 11, 14 and 15 of these general conditions Counterparty forfeit an immediately payable penalty of € 10.000, - (ten thousand Euros) per violation and once a fine of € 5,000, - (five thousand euros) for each subsequent offense, or, at the option of Morsink Trading bv, a fine of € 5000, - (five thousand euros) for each day, half day including that the violation continues, without prejudice to Morsink Trading bv to progress, whether in court. performance and / or damages
Article 17. Applicable law and competent court
17.1 The Agreement is governed exclusively by Dutch law.
17.2 The applicability of the provisions of any international treaty, including the CISG is excluded to the extent that the parties have the power to exclude. The applicability
17.3 Alle geschillen die tussen partijen mochten onstaand naar aanleiding van de Overeenkomst, dan wel nadere overeenkomsten die daarvan het gevolg mochten zijn, zullen bij uitsluiting worden beslecht door de bevoegde rechter in het arrondissement waar Morsink Handelsonderneming bv statutair gevestigd is, zulks behoudens voor zover dwingende regels aan deze forumkeuze in de weg mochten staan. Het staat Morsink Handelsonderneming bv echter vrij om ondanks het bepaalde in dit artikel een geding aanhangig te maken bij de volgens de wet bevoegde rechter.