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Sales Conditions


Version 20051231A

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT

Of Lejan Koffer- and Lederwarenfabriek BV, registered under number 33050007 Chamber of Commerce trade register Amsterdam, containing the arrangements governing agreements to be concluded in the course of business.

ARTICLE 1 VALIDITY OF THESE TERMS

  1. These terms are applicable to all offers, agreements, deliveries and services to be performed as made by Lejan (the contracted party) or entered into by same with third parties (the customers), unless explicitly agreed otherwise in writing.
  2. Any other applicable general terms, however called, are unaffected in so far as these are not in conflict with these terms. In case other general terms are in conflict with the provisions of these terms, the provisions of these terms are binding, unless explicitly agreed otherwise.

ARTICLE 2 QUOTATIONS AND OFFERS

  1. All quotations and offers as well as information in advertisements and printed matter provided by the contracted party are free of obligation, unless explicitly agreed otherwise.
  2. The indicated prices apply to delivery ex-warehouse or from the shop, unless indicated otherwise.
  3. Offers from stock are always made provided that there is no sale in the intervening period.
  4. Information and/or computer programs provided by the contracted party with quotations and/or offers continue to be its property and will not be made available to third parties or copied by the customer without the permission of the contracted party.
  5. Unless explicitly stated otherwise, the offers and quotations do not include any services, including work in connection with assembly or installation.
  6. An offer is only valid for 21 days after the customer has been informed of the offer. After this period has expired, the contracted party will no longer be obliged to maintain this offer, unless explicitly agreed otherwise between the contracted party and the customer.
  7. The contracted party has the right to refuse an order, without being required to state any reason.
  8. The quotation or order confirmation is deemed to state the agreement correctly and fully, and if, on account of circumstances including the nature, the volume or the urgency of the order, no quotation or order confirmation has been sent or could have been sent, the invoice is also considered to be the order confirmation.

ARTICLE 3 AGREEMENTS

  1. Agreements are only first concluded by means of a written order confirmation, in any form whatsoever, by acceptance of an offer in any way or else by execution of the order by the contracted party, stating the reference number.
  2. If the agreements and supplements to same have been confirmed by the contracted party in writing, the contracted party is bound by same to the extent and in the manner confirmed by him.
  3. Agreements and changes of or supplements to same by employees of the contracted party or by agents who act on its instructions, are only binding if these have been confirmed in writing by the contracted party.
  4. The customer is entitled to make changes in the agreement, provided this is done in time and in writing. These changes will be confirmed by the customer in writing. Any changes communicated by telephone are at the customer’s risk.
  5. Any addition to or reduction of the costs on account of the changes referred to in the previous paragraph will be settled with due observance of the prices applicable at that time.
  6. The contracted party is only obliged to accept those orders which are accompanied by production/trade specifications. In the absence of production/trade specifications, the contracted party will interpret the specifications provided by the customer for the execution as well as possible, in which respect measurements will be read as length x width x height (case + height top), in millimetres (mm). In the absence of this last figure, the height of the case applies. Measurements always pertain to the internal dimensions unless stated otherwise.
  7. Agreements will be accepted by the contracted party subject to the explicit condition that technical modifications, which do not affect the function of the goods and measurements tolerances, are part of the way that the product will be manufactured by the contracted party.

ARTICLE 4 DELIVERIES

  1. Delivery is ex-warehouse or ex-factory as chosen by the contracted party.
  2. Any delivery periods indicated are merely approximate and not binding upon the contracted party, but will not be excessive and depend on the fact of whether the contracted party can continue to perform its work in a normal manner and the required materials are made available to it in time.
  3. The contracted party is obliged, if the delivery period is exceeded, to meet its obligations as soon as possible, unless force majeure arises.
  4. Any goods which have not been collected after the delivery period has expired, continue to be at the disposal of the customer and will be stored at its expense and risk.
  5. The customer is obliged to inspect any goods delivered upon delivery as to any defects and/or damage. The customer must ensure that any defects and damage are stated on the delivery note.

ARTICLE 5 (INDUSTRIAL) PROPERTY

  1. All delivered goods continue to be the sole property of the contracted party and at the customer’s expense and risk until the moment that all amounts which are and will be due to the contracted party have been paid by the customer in full.
  2. If the customer remains in default as to the performance of any obligation under the agreement, under these terms or on any other grounds, the contracted party is entitled to take back the goods without any formal notice.
  3. The customer is obliged to inform the contracted party immediately in writing of the fact that third parties are exercising rights with respect to goods subject to a retention of title of the contracted party.
  4. By way of security for a correct payment of all amounts due, on any grounds whatsoever, the contracted party, in addition, acquires by entering into an agreement with the customer a property right of security with respect to all goods delivered by the contracted party, which are still in the custody of the customer.
  5. All information, drawings, illustrations and overviews provided by the contracted party in catalogues, price lists, in digital format and on the Internet are protected by copyright. The customer and anyone who acquires knowledge of this or can acquire knowledge of this are not permitted to copy these documents or give these to third parties for their inspection without express permission.
  6. The copyright on designs, drawings, sketches, lithos, photos, software, models, stamps, cutting-dies, printing plates, patterns and any other technical devices in the broadest sense of the word prepared by the contracted party or on its instructions, will continue to reside with the contracted party at all times.
  7. After each use, the contracted party will keep technical devices for a period of 1 month. If these technical devices are not used again for a period of more than 1 month, these will be destroyed without further notice, unless the customer has explicitly informed the contracted party in writing that these devices must be kept for a longer period. In that case, the devices will be stored, with the permission of the contracted party, at a location to be chosen by the contracted party at the expense of the customer. The customer is at all times responsible for keeping these devices properly insured.

ARTICLE 6 DEVELOPMENT COSTS

  1. The costs related to the development of the prototype, the costs related to the preparation of technical devices, including; moulds, models, templates, knifes and the costs of buying or the preparation of special tools will be borne by the customer up to the percentage to be established by the contracted party. The technical devices, including moulds, models, templates, knifes and/or tools, continue to be the property of the contracted party.

ARTICLE 7 DELIVERIES IN PART AND ON DEMAND

  1. If the agreement pertains to a number of goods, the delivery can be in full or in parts. In the latter case, the contracted party is entitled to invoice the partial deliveries subject to the terms of payment referred to in Article 8. 2. If the agreement pertains to goods which must be delivered by the contracted party on demand by the customer and which are temporarily stored at the contracted party, all the goods will be collected by the customer within a period of at most 6 months. If after the end of the period of 6 months, any goods are still stored at the contracted party, these will be delivered to the customer, after the customer has been informed by telephone, and these will be invoiced subject to the terms of payment referred to Article 8. The costs for keeping these products in store are for the account of the customer, unless other arrangements have been agreed in this matter with the contracted party.

ARTICLE 8 TERMS OF PAYMENT

  1. If not explicitly agreed otherwise in writing, payment will have to be made upon delivery, after deduction of any advances or down payment. If the contracted party sends an invoice, this must be paid within 14 days after the date of the invoice.
  2. The customer is in default, without any formal notice of this in any form whatsoever being required, if he does not meet his obligations or does not meet these in time concerning payment or any other obligation which arises from the agreement with the contracted party, these general terms or the law.
  3. Payment will always be made for the oldest outstanding invoice.
  4. The claim for partial or full payment of the price agreed, can be exercised immediately if the agreed instalment is not paid or not paid in time, if the customer goes bankrupt, applies for a suspension of payment, has been/is placed in receivership, in case of any seizure of goods and/or claims of the customer or in case of death or liquidation of same.
  5. If payment of an invoice has not been made after the date of said invoice, the contracted party is entitled, after the aforementioned period has expired, to charge the customer, with retroactive effect from the invoice date, a default interest of 1% per month, in which respect a part of a month will be considered a full month.
  6. In addition to the principal sum and the default interest, the customer owes all costs, both judicial and extrajudicial costs as well as administration costs which arise on account of his failure to pay at all or in time. The extrajudicial collection costs are established at 15% of the principal sum, with a minimum of Euro 150, to be increased by the VAT due. The extrajudicial costs are due as from the moment that the customer has been served formal notice of default in any way.
  7. The customer will have to acknowledge the records of the contracted party as correct, except in case of evidence to the contrary.
  8. If the customer continues to default in payment, the contracted party is entitled to cancel further work.
  9. On first demand of the contracted party, the customer is obliged to provide adequate security for the payment of the amount due. If the customer fails to do so, the contracted party is entitled to cancel further work until adequate security has been provided.

ARTICLE 9 RESCISSION AND CANCELLATION

  1. The contracted party is only entitled to rescind the agreement if there is a legal basis for this.
  2. Cancellation by the customer is only possible if the contracted party agrees to this. If the contracted party agrees to cancellation, same has the right to charge, on account of loss of profits, 10% of the principal sum. In addition, the customer is obliged to pay for any costs related to the order and which have been incurred already by the contracted party. In case of cancellation, the customer cannot make any claim to anything already performed by the contracted party.

ARTICLE 10 LIABILITY

  1. The contracted party is never obliged to compensate any damage sustained directly or indirectly, of whatever kind, which is caused by defects of delivered goods, unless this damage can be attributed to it pursuant to a statutory provision.
  2. The contracted party is not liable for damage caused by its employees or persons contracted by it for assistance, unless the damage is caused by serious fault or gross negligence of persons for whose actions the contracted party is liable.
  3. The contracted party is never liable for a higher amount than the price at which the goods have been delivered or for which the work has been performed, with a maximum of Euro 500,000 per event of damage.
  4. Any liability for loss of profit and/or consequential loss, no matter what the cause, is expressly excluded.

ARTICLE 11 FORCE MAJEURE

  1. The contracted party has the right, if forced to do so on account of force majeure, to rescind the agreement without being liable to pay any kind of compensation.
  2. Force majeure will refer to all causes which are beyond the control of the contracted party, including threat of war, natural disasters, effects of the weather, strikes within its own company or at an ancillary supplier, ancillary suppliers not delivering in time or making a wrong delivery etc.
  3. If the situation of force majeure is only temporary, the contracted party also has the right to suspend the execution of the order until the time at which the situation of force majeure has ended.
  4. The contracted party is entitled, if there was already performance by him before the situation of force majeure occurred, to charge for the work performed already and/or the goods delivered.

ARTICLE 12 TRANSPORT

  1. Unless agreed otherwise, deliveries are ex-factory or, as the case may be, ex-warehouse.
  2. The transport of goods is at the risk of the customer, unless delivery with postage paid including insurance has been agreed.
  3. Postage is paid for deliveries within the Netherlands from a net order value of Euro 750 excluding turnover tax and delivered in one shipment.

ARTICLE 13 INDEMNIFICATION

  1. The customer must indemnify the contracted party for any and all liability which could be incurred by the latter vis-Ã -vis third parties with respect to the goods delivered and work performed by the contracted party.
  2. The customer also indemnifies the contracted party for claims of third parties regarding infringement on any right, including copyright and/or patent rights, which exist because drawings and/or e.g. computer programs were made available to the contracted party.

ARTICLE 14 WARRANTY

  1. The contracted party warrants that the delivered goods and the performed work satisfy the normal requirements of usefulness, reliability and durability with due observance of the applicable regulations.
  2. The contracted party has the right, when delivered goods have been proven to be defective, to repair the components free of charge or to replace them by others, at his discretion.
  3. In case of improper execution, the contracted party will rectify any defects which have arisen.
  4. If the goods delivered by the contracted party lack any promised properties, the contracted party will make such adjustments that the promised properties are no longer lacking.
  5. The obligations of the contracted party under the warranty cease to exist in the event of unskilled use of the goods, failure to observe the instructions for use, not using the goods in accordance with their purpose, having a third party perform repairs without the permission of the contracted party, making changes or removal of any of affixed references.
  6. If the contracted party is not the actual manufacturer of the delivered goods, same will not be obliged to provide a more extensive warranty than the one given by the actual manufacturer of these goods.
  7. If inspections and/or work must be performed on account of a claim by the customer in connection with defects, the costs are to be borne by the latter if it is shown that the delivered goods are not defective in any way.
  8. Repairs or replacements only take place within the Netherlands. The warranty for goods which are located abroad is limited to the repair or replacement costs of at most the amount which would have been incurred if this had been taken care of in the Netherlands.
  9. This guarantee does not cover defects which originate in full or in part in raw materials, materials or constructions, chosen by the customer or made compulsory for the contracted party by any third party, or as a result of government regulations.
  10. The warranty does not cover the consequences of specific development risks of newly developed goods.
  11. 11 The contracted party is not bound by any warranty, if the customer fails to satisfy his obligation to pay the contracted party in full or in time.
  12. 12 The warranty begins on the day the products are delivered. The warranty period expires 3 months later.

ARTICLE 15 COMPLAINTS

  1. Any claims in connection with defects must be made in writing within 8 days after the goods have been delivered. After this period has expired, the customer is deemed to have approved the delivery.
  2. The customer will not in any case be able to assert its rights with respect to the contracted party after the customer has begun to use any part of the delivered goods, adapted or processed these or resold these to third parties.
  3. The examination of claims in connection with defects does not affect the customer’s obligation to pay.

ARTICLE 16 TESTING

  1. Goods are generally tested in the factory according to the usual standard procedures.
  2. Work performed is tested at the location where it has been carried out.
  3. The customer is only entitled to require special tests or tests at a different location, if this has been agreed explicitly. If the customer would like to be present during testing, he must make this known in time.
  4. If appropriate, a test report is drawn up. If the conclusion of the report entails a rejection, the contracted party must be given the opportunity of submitting the goods or works for testing again within a reasonable period, after repair and/or replacement work.
  5. Any extra costs which arise in connection with tests, tests at a different location or delays which cannot be attributed to the contracted party are for the account of the customer and will be charged to him.

ARTICLE 17 PRICES AND PRICE CHANGES

  1. Unless explicitly stated otherwise, the following prices apply: - in euros - excluding VAT - on the basis of the minimum quantities used by us - ex works/ex-factory/delivered at frontier - excluding packaging costs - excluding import and export duties, as well as any government levies - excluding costs of transport, storage and transfer of goods - excluding insurance costs - excluding administration costs for orders below Euro 250
  2. Increases in prices of materials or semi-finished products, which are necessary in order to execute the order, and changes in charges and taxes imposed by bodies with governmental authority may be passed on to the customer.
  3. Price changes which occur after the goods have been ordered and before delivery of the goods may be passed on by the contracted party to the customer with due observance of the applicable statutory provisions.

ARTICLE 18 ADVICE AND INFORMATION REGARDING THE GOODS

  1. Advice and information is given entirely free of obligation and according to our best expertise. 2 The contracted party does not accept any liability for the advice given and the information made available. 3 The customer is obliged to examine himself whether the goods are suitable for the intended purpose.

ARTICLE 19 PARTIAL NULLITY

  1. If one of the stipulations (or part of same) of these general terms of delivery or else any part of the underlying agreement were to be void or else were to be nullified, then this will not affect in any other way the content of the stipulation, the stipulations of these general terms of delivery, or as the case may be, the underlying agreement continues to stand.

ARTICLE 20 DISPUTES

  1. All disputes arising from offers, agreements, deliveries and services performed are subject to the opinion of the competent civil court of the district of the place where the contracted party resides or has its registered office, unless the customer lodges a notice of objection to this. ARTICLE 21 FINAL CLAUSES All agreements concluded, offers and quotations and deliveries made under these terms are exclusively subject to Dutch law with the exception of the Uniform Act on the International Sale of Goods.


 

 

 


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 Lejan - custom flightcases, bags & transport cases
 Hollandse Kade 26
 1391 JD Abcoude
 Netherlands
T : + 31 (0)20 - 411 28 80
F : + 31 (0)20 - 411 06 22
info@lejan.nl
www.lejan.nl
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