These General Terms and Conditions prevail over the conditions of the client, even if these are shared later than these Conditions. Placing an order entails acceptance of these Conditions.
2. ORDERS AND PRICES
- Prices in brochures, advertising (leaflets), on the website and the like are indicative and not binding.
- All orders are irrevocable. Cancellation of an order will lead to a lump-sum payment as set out in Article 8(a) of these Conditions.
- All orders, such as but not limited to orders by phone, mail or through our representatives, will only be binding after our written confirmation. A refusal or delay of an order cannot lead to compensation, even if there is an ongoing commercial relationship between the parties.
- The price is as set out in our order confirmation. Unless otherwise specified, all taxes and the like will be borne by the client.
- Delivery periods are indicative and not binding.
- Unless otherwise specified, deliveries will take place ex-works ‘s Hertogenbosch at the expense and risk of the client, even if LOGO organises the transport.
- If LOGO does not arrange the transport, the client will immediately do all that is necessary to retrieve and accept the goods once informed that the goods are available.
- Delivery will always take place in special packaging.
- A delay in a delivery or a partial delivery – of which LOGO will inform the client – cannot lead to compensation or cancellation of the order. Each delay due to force majeure will suspend the delivery period by at least this period. If this period lasts longer than 6 months, the parties will consult to find a joint solution.
- If the delivery or retrieval is delayed at the request of the client, LOGO will store the goods at the risk and expense of the client and reserve the right to adjust the price to the price applicable at the moment of the – possibly judicially enforced – delivery/retrieval, while any granted discount will be declared expired, or to sell the goods without prejudice to the effect of Article 8(a) of these Conditions and without LOGO being required to pay any form of compensation.
4. DEFECTS – COMPLAINTS
- Complaints about visible defects and non-compliance of the delivery, such as but not limited to incorrect quantities, missing products, non-ordered products, must, if possible, be immediately recorded on the delivery receipt of the carrier and reported to LOGO in writing within 24 hours of the delivery. Each damage to the packaging must be recorded on the delivery receipt of the carrier.
- Complaints about hidden defects must be reported in writing within 48 hours after their discovery, at the latest within the statutory warranty period, without prejudice to the warranty conditions granted to the end customer.
- Complaints cannot result in compensation to the extent LOGO repairs or replaces the goods within a reasonable period or reduces the agreed price. The liability of LOGO will always be limited to the amount of the price of the sold product and, in case of non-specific components, to the liability of its vendor. Each claim based on operational losses and/or other forms of indirect or consequential damages is excluded.
- The right to complain will expire in case of defective assembly, maintenance or processing of our product, in which case the client will indemnify LOGO for all corresponding claims of third parties.
- Complaints will never suspend the payment obligations set out below.
- Reasonable deviations related to colour, components, dimensions and the like are accepted by the client.
Returns will take place at the risk and expense of the client unless LOGO after prior consultation retrieves the goods and/or the warranty procedure applies and is properly complied with. Receipt of the returned goods cannot be considered an admission of guilt by LOGO.
- All invoices will be payable in ‘s Hertogenbosch without settlement within 30 days of the invoice date unless otherwise provided. Payments made directly to our representatives are invalid.
- Invoices will explicitly be considered accepted if no protest is made before the expiry date and/or if (partial) payment has been made.
- Failure to pay an invoice amount before the expiry date will by operation of law and without notice being required result in due default interest in accordance with the Act of 02-08-2002 on combating late payments in commercial transactions on the principal amount and a lump-sum payment of 12% on the principal amount with a minimum of € 250,- without prejudice to the right to claim any demonstrated greater damage.
- All costs for collection, registration, summons and any other costs resulting from delays in payments will be borne by the client with a minimum of €25,-.
- If no payment has taken place before the expiry date, this will result in the loss of any granted discounts and the payability of all invoices that have been submitted to the client up to that date.
- LOGO is entitled to suspend new orders/deliveries awaiting the payment of the arrears or only deliver if cash payment takes place.
7. RETENTION OF OWNERSHIP
- LOGO retains the ownership of the delivered goods until the client has met its payment obligations. The client will not encumber the goods with any rights until the payment date.
- LOGO will at all times remain the owner of the promotional materials delivered to the client during the cooperation who will keep and use these as a good caretaker.
- In case of attachment levied on the delivered goods or if these are at risk in any way, the client must inform and protect the interests of LOGO. If the client fails to do so, LOGO is entitled to retrieve its goods from the location where they are kept, to which end the client hereby authorise LOGO to access its premises.
8. SUSPENSION – DISSOLUTION
- If the client fails to fulfil one or more of its commitments, is declared bankrupt, requests a judicial ruling or suspension of payment, liquidates its company or attachment is levied on whole or part of its capital, LOGO has the right to suspend the fulfilment of its own obligations, demand securities for payment, or dissolve the agreement by operation of law, provided that the client is informed of this and without the right of repayment of the incurred costs and a lump-sum payment for the breach of contract equal to 30% of the price of the agreement or order, and without prejudice to the right to claim any demonstrated greater damage.
- The dissolution will take immediate effect on the day a registered letter is sent and without prior judicial authorisation being required.
- Unless otherwise specified, LOGO will have the right to retrieve the delivered but currently unpaid goods in case of dissolution of the agreement as set out in Article 7(c).
- If the cooperation is discontinued, at least the promotional materials of LOGO will be returned within 8 days after receipt of the registered letter referred to in (b).
9. APPLICABLE LAW AND COMPETENT COURT
All agreements and orders are governed by Dutch law and the Courts of Amsterdam are competent in case of conflict.
- The dealership will expire if the majority of shareholders changes. New negotiations will take place in that case. No rights can be derived from past agreements.
- If you have multiple locations, a dealer agreement will be drawn up for each location. The dealer conditions may vary by location.
- If one or more of the provisions of these General Terms and Conditions is/are invalid, this will not affect the other provisions.
- LOGO will remain the exclusive owner of the intellectual property rights on the delivered goods. The use and reproduction of its name, brand, pictures, models, images and the like are strictly prohibited unless with the express permission of LOGO. LOGO hereby rejects any liability for damage arising from the non-permitted use of a name, pictures, models, images and the like associated with its brand.
- Deviations from these Conditions are only valid if agreed in writing. Special conditions granted by the representatives of LOGO must be confirmed by LOGO.