General Terms and Conditions of Gimeg Nederland B.V.
1.1. GIMEG NEDERLAND B.V., having its registered office and principal place of business in (3542 AA) Utrecht at Atoomweg 99, registered with the Chamber of Commerce under number 30048988, hereinafter referred to as: "GIMEG", is a private company with limited liability incorporated under Dutch law. A statement of the corporate structure and the management will be sent to you upon request. 1.2. GIMEG (which hereinafter also refers to its directors and/or employees) is a specialist wholesaler in, inter alia, camping and caravan accessories and atmospheric heating products and/or any related orders in the broadest sense. The contracting party and/or customer is hereinafter referred to as "customer" in these terms and conditions.
2. Applicability of General Terms and Conditions
2.1. These General Terms and Conditions apply to all agreements concluded with GIMEG, including all orders given to GIMEG and/or requests and/or purchases and/or offers made, including all follow-up, amended or supplementary orders, to the exclusion of other General Terms and Conditions, unless otherwise agreed in writing prior to the agreement. 2.2. These General Terms and Conditions are also stipulated on behalf of persons working for GIMEG, whether within or outside the GIMEG organisation. 2.3. GIMEG reserves the right to amend these terms and conditions unilaterally, which the customer will at such time be notified of. 2.4. The present terms and conditions have been deposited with the Utrecht Chamber of Commerce and supersede any previous versions.
3. Conclusion of agreement
3.1. An agreement will only be concluded once confirmed in writing by GIMEG. The data mentioned in this (order) confirmation (including scope and prices and quantities) shall be a decisive factor for the determination of the content of the agreement and any resulting (partial) deliveries. 3.2. A quotation, (price) offer, advertisement, brochure or statement on the GIMEG website give an indication of GIMEG's services and/or deliveries and/or prices. No rights can be derived from these as long as no written confirmation as mentioned in 3.1 is in place. 3.3. GIMEG is not bound by any deviations, errors, calculation mistakes, spelling mistakes and/or misprints in offers, quotations, prospectuses and publications, folders, order confirmations, invoices and other descriptions originating from GIMEG. The same applies to deviations from displayed or provided (test) models or drawings, except for such deviations that the customer can no longer reasonably be required to accept them and that justify a rescission.
4.1. The prices quoted by GIMEG are exclusive of turnover tax, disposal contribution, packaging and any other costs, unless otherwise agreed or mentioned in writing. 4.2. GIMEG is entitled to pass on price increases after the conclusion of the agreement if caused by cost-price increasing factors, including but not limited to a rise or introduction of (inter)national tax(es) or levy(s) or currency changes in respect of the agreed (partial) delivery(/ies). Price increases as referred to here shall not constitute a reason for the customer to dissolve the agreement.
5. Transport and delivery
5.1. Goods with an order value of more than € 500 shall be delivered carriage paid to the customer's home, unless otherwise agreed. The delivery of other goods shall be ex warehouse. The costs and risks of transport shall be borne by the customer. Cash on delivery charges shall always be borne by the customer. 5.2. The customer bears the risk for (in)direct damage that may be caused to goods during transport as well as possible costs due to the inability to deliver or the refusal of a delivery.
6. Delivery times
6.1. Any agreed delivery time is indicative and the client cannot derive any rights from it, unless agreed otherwise in writing. In the event the delivery time is exceeded, the customer shall not be entitled to dissolution and/or compensation. 6.2. GIMEG's liability for any damage resulting from the fact that it is unable to deliver, to deliver on time and/or to deliver in full is expressly excluded.
7. (Partial) deliveries and call-off agreements
7.1. If delivery of goods on a call-off basis has been agreed or if the agreement specifies a period in which goods must be collected, the customer is obliged to pay for and collect the goods before this period has expired. If no call-off period is agreed, GIMEG is entitled to deliver the remainder of the order without call-off from 12 months upon the conclusion of the agreement. 7.2. After the expiry of the relevant term as mentioned in 7.1, the customer is obliged at GIMEG's first request to immediately pay the amount due for all goods not yet accepted, plus any storage costs.
8. Receipt of goods and complaints
8.1. A transfer of risk takes place from the moment of receipt of the goods by the customer. 8.2. Upon receipt of the goods, the customer must conduct an inspection within 24 hours with regard to any damage to the goods. GIMEG must be notified in writing of any defects found within two working days of delivery, stating reasons; goods and packaging must be retained, on pain of forfeiture of rights. 8.3. If damage to the goods is readily apparent on receipt because, for example, the (outer) packaging is broken/torn, the customer must, in addition to the provisions of paragraph 1 of this article, also report this on the waybill before signing for approval or receipt and keep the goods and packaging, on pain of forfeiture of rights. 8.4. GIMEG must be notified in writing of any defects discovered after delivery within 2 working days after discovery. 8.5. Depending on the nature and extent of the goods and damage, GIMEG will decide on (for example) an additional delivery, replacement, repair or return. The customer must give GIMEG the opportunity to do so, on pain of forfeiture of rights. 8.6. Complaints never entitle the customer to any discount and/or offsetting of amounts and/or suspension.
9. Payment and default
9.1. GIMEG may require (partial) advance payment before proceeding with (partial) delivery. 9.2. The invoice(s) relating to the agreed payment(s) must be paid within 30 days after the invoice date into the account number stated on the invoice, unless otherwise agreed in writing, without the customer being able to invoke any discount, suspension and/or offsetting of any amounts, failing which default will occur without further notice. 9.3. In the event of default, GIMEG is entitled to suspend its obligations in respect of the customer or to offset and/or terminate them, without being liable for any damage suffered by the customer as a result. 9.4. In the event of default, GIMEG is entitled to charge the customer for the statutory commercial interest, plus extra-judicial costs of 15% of the agreed gross prices, with a minimum of € 250 per unpaid invoice. 9.5. If the customer is in default with regard to payment obligations, of any nature, all reasonable costs for obtaining satisfaction - in and out of court, including collection costs in the broadest sense of the word - will be at the expense of the customer.
10. Retention of title and securities
10.1. GIMEG hereby stipulates a retention of title until all claims have been settled, regardless of the nature, composition and/or origin of the claim. The customer is therefore not permitted to alienate or encumber the goods delivered by GIMEG or otherwise grant rights in respect of these goods to third parties. 10.2. In the normal course of business, an exception applies to sales and resales on credit. In this case the customer is obliged to stipulate a retention of title. The claim(s) which may arise from the customer to its customers or buyers shall not be the subject of an order and/or pledge without GIMEG’s prior written consent. The customer furthermore undertakes to pledge such claims to GIMEG, if GIMEG so desires, as additional security for GIMEG's claims on the customer. Any infringement of this clause shall entail the forfeiture of a penalty to the amount of this customer's outstanding amount with GIMEG. 10.3. With respect to this, the customer furthermore has a duty of notification in the event of (imminent) seizure/sequestration order or any other circumstance which affects or extinguishes GIMEG's rights under the agreement and these general terms and conditions.
10.4. The customer is obliged to provide GIMEG with information as to the whereabouts of GIMEG's property and to give GIMEG free access to grounds and/or buildings in order to (guarantee the) exercise of GIMEG's rights. 10.5. GIMEG is entitled to request additional security for the execution of the agreement before proceeding to its execution. With respect to this, a lien as defined in Book 3, Section 237 of the Civil Code shall be established in advance on delivered GIMEG goods, which become the property of the customer upon payment. 10.6. If the customer processes or mixes the items delivered by GIMEG under retention of title into or with other items, the customer will be deemed to have performed the processing or mixing as GIMEG’s agent and GIMEG will become the owner of the new item. With respect to this, the customer is obliged to carefully store the objects delivered under reservation of title as GIMEG’s recognisable property. It must always be possible to see which items correspond to which delivery, applying the generally accepted principle of first in first out. The customer is further required to insure the goods against damage and theft for the duration of the reservation of ownership and to provide GIMEG with the relevant insurance policies at its first request. In the event of any claims by the customer against an insurer of the goods, the customer shall, as soon as GIMEG expresses its wish to do so, pledge the goods to GIMEG in the manner indicated in Book 3, Section 239 of the Civil Code as additional security for GIMEG's claim on the customer. 10.7. During the retention of title GIMEG is entitled to recover delivered goods and to enter the place where these goods are located, to which end the customer authorises GIMEG in advance. If the repossession of goods is the result of (imminent) non-performance by the customer, GIMEG is not bound by compensating the customer in any way other than by submitting credit-notes for the amounts of the invoice(s).
11. Return shipments and cancellation
11.1. Return shipments shall only be accepted with GIMEG’s prior written consent and according to the procedure stated by GIMEG. 11.2. Costs related to any return shipment (including loss, damage and insurance) shall be at the customer's expense and risk. GIMEG is also entitled to store any goods returned without authorisation with third parties at the customer's expense and risk. 11.3. In the event of a return or cancellation, GIMEG is entitled to charge a cancellation and administration fee of 10% of the gross invoice price, plus any costs. 11.4. Unless otherwise agreed in writing, a return or cancellation does not affect
the agreed (payment) obligations of the customer. 11.5. After cancellation, any amounts shall only be refunded if the returned item is returned in the same condition as when it was delivered by GIMEG, i.e. in its original packaging and in its new condition, which is at GIMEG’s discretion. 11.6. Force majeure on the part of GIMEG shall be no reason for the customer to cancel the agreement.
12. Suspension, offsetting amounts and dissolution
12.1. GIMEG is entitled to suspend fulfilment of agreed obligations as long as the customer fails to meet his or her obligations under the agreement or in the event of force majeure, if necessary followed by invoking the right to offset amounts and/or to rescission of the agreement. 12.2. GIMEG is entitled to rescind the agreement in the event of (imminent) bankruptcy, suspension of payments, (partial) cessation of activities, liquidation or any similar situation, i.e. when GIMEG suspects this and insufficient security for payment has been provided. 12.3. After GIMEG has terminated the contract, all payments owed by the customer which may still be due become immediately due and payable, without prejudice to GIMEG's rights to full compensation. 12.4. GIMEG is not required to pay any damages or refunds if and to the extent that it exercises its right to suspend and/or offset amounts and/or to dissolve the agreement.
13. Guarantees and use
The products delivered by GIMEG comply with European standards in terms of quality and law. However, no guarantees are provided in respect of the goods delivered and/or their components other than those received by GIMEG from the manufacturer of a particular item, unless otherwise agreed in writing. 13.2. Goods must be used in line with the purpose for which they have been produced or delivered. Any instructions or regulations supplied with the goods must be observed at all times. The foregoing applies on penalty of forfeiture of rights. 13.3. In the event of unassembled delivery of goods, the risk of assembly shall at all times be borne by the customer or end user, regardless of whether assembly instructions are included and followed. 13.4. The customer or the (end) user of GIMEG goods is not permitted to make any changes to the product or to its use, at the risk of forfeiting any rights. 13.5. GIMEG is never bound by guarantees provided without the prior written consent of the customer to (end) user(s) or third parties.
14. Liability and indemnity
14.1. GIMEG is not liable for any damage suffered by the customer and/or the (end) user and/or third parties as a result of the improper use of the goods delivered. This refers in any case, but not exclusively, to any act or omission on the part of the customer and/or the (end) user and/or third parties which contravenes reasonable use and/or the instructions for use and/or regulations, except in the case of intent or gross negligence on the part of GIMEG. 14.2. If and to the extent that GIMEG proves liable for damage caused, all liability will be limited to the amount paid in the case in question under the liability insurance policy taken out. 14.3. If and to the extent that for any reason no payment is made under the liability insurance as referred to in 14.2, all liability is limited to an amount equal to the payment obligation agreed with the customer for the (partial) delivery to which the liability applies, up to a maximum of € 2,500, with the explicit exclusion of indirect (financial) damage. 14.4. All liability of GIMEG lapses if a defect and/or damage is not reported to GIMEG in time and in writing stating reasons. In so far as these Terms and Conditions do not specify a different period, an expiry period of three months after becoming aware of a defect and/or damage applies. 14.5. The customer further indemnifies GIMEG against all claims by third parties, including (end) users, which are in any way related to the goods delivered or produced, including the reasonable costs of legal assistance, except in the case of wilful intent or gross negligence on the part of GIMEG.
15. Personal data
15.1. Where required for business operations and/or to comply with statutory obligations, various personal data are collected, stored, processed and provided to third parties. A list of these third parties and their contact details will be provided upon first request. 15.2. Personal data will not be retained for longer than is necessary for its use or to comply with legal requirements. The retention period shall be determined depending on the type of data, which will be further clarified to the customer at request. 15.3. GIMEG has drawn up a privacy statement containing further information. This can be viewed on the website and will be provided on request. 15.4. The customer may submit a complaint to the Authority for the Protection of Personal Data if it considers that the privacy legislation has not been complied with.
16. Other provisions
16.1. This agreement and the rights and obligations arising from it are governed by Dutch law. Any disputes shall be settled by the competent court within the district of the Court of Midden-Nederland, Utrecht location. 16.2. No other provisions, conditions or agreements apply to the relationship between the parties than those laid down in writing in the agreement and in these general terms and conditions. The exclusion or annulment of all or part of these general terms and conditions shall not affect the validity of the remaining terms and conditions. If necessary, the provisions declared inapplicable or nullified shall be replaced by provisions that as much as possible in keeping with their purport. Any amendments to the agreement and/or these general terms and conditions shall only be valid to the extent they have been agreed in writing.