Terms and conditions shop

General sales and delivery conditions of Denlo Europe B.V.

 

Article 1. Definitions

 

In these general terms and conditions of sale and delivery the following definitions apply:

 

Denlo Europe: Denlo Europe B.V., located at Terminalweg 15 in (3821AJ) Amersfoort, registered with the Chamber of Commerce under number 77227638;

 

Agreement: any agreement between Denlo Europe and the Customer and any amendment or addition thereto, including distance agreements;

Goods: all material goods that are (will be) delivered to the Customer in the performance of an Agreement;

Services: services to be provided by Denlo Europe to the Customer, including – but not limited to – providing advice;

Customer: the consumer or entrepreneur who enters into a Distance Agreement or Agreement with Denlo Europe;

Damage: all direct financial damage suffered by the Customer, with the exception of lost turnover, profit and/or other direct or indirect consequential damage, but including reasonable costs incurred by accountants, legal advisors and tax specialists to determine damage and liability;

Conditions: these general terms and conditions of sale and delivery.

Remote communication technology: means that can be used to conclude an Agreement, without the Customer and Denlo Europe being physically in each other’s proximity, such as (but not limited to) by fax, telephone and internet;

Distance agreement: an agreement in which, in the context of a system organized by Denlo Europe for the distance sale or service of products and/or services, exclusive use is made of one or more communication techniques up to and including the conclusion of the agreement. at a distance;

Right of withdrawal: the option for a consumer to cancel the distance contract within the cooling-off period;

Reflection period: the period within which the consumer can exercise his right of withdrawal.

 

Article 2. Applicability

 

These Terms and Conditions apply to all legal relationships between Denlo Europe and the Customer, including offers and Agreements.

By accepting an offer made by Denlo Europe, the Customer also accepts the applicability of these Terms and Conditions. The applicability of the Customer’s general terms and conditions is expressly rejected by Denlo Europe. Conditions of the Customer that deviate from the general terms and conditions of Denlo Europe and which have not been expressly accepted in writing by Denlo Europe prior to the conclusion of the agreement, have no legal force whatsoever with regard to Denlo Europe and do not apply in the relationship with the Customer. . The parties exclude the effect of Article 6:225 of the Dutch Civil Code.

Deviations from and/or additions to these Terms and Conditions only apply if and insofar as they have been expressly accepted in writing by an authorized representative of Denlo Europe. An agreed deviation or addition only relates to the delivery for which it was agreed.

Before the distance contract is concluded, Denlo Europe will make the text of these general terms and conditions available to the Customer. The text of these general terms and conditions will in any case be made available to the Customer electronically via the Denlo Europe website in such a way that it can be easily stored by the Customer on a durable data carrier. If this is not possible, before a distance contract is concluded, it will be indicated where the general terms and conditions can be viewed electronically and that they will be sent free of charge electronically or otherwise at the request of the Customer.

The Customer expressly agrees that these general terms and conditions, regardless of renewed written confirmation, apply to all agreements and more specifically to purchases or orders communicated to Denlo Europe verbally, by telephone, by fax or by e-mail or any other electronic means. have been passed on.

 

 

Article 3. Offer, acceptance and orders

 

All offers and quotations, made in whatever manner by or on behalf of Denlo Europe, are without obligation, unless they contain a term for acceptance. If a non-binding offer is accepted by the Customer, Denlo Europe has the right to revoke the offer.

Denlo Europe will expressly state if an offer has a limited period of validity or is made subject to conditions. If a quotation contains an offer without obligation and this is accepted, Denlo Europe has the right to revoke the offer within two working days after receipt of the acceptance.

The offer contains the most complete and detailed description possible of the products and/or services offered, so that the Customer can properly assess the product/service. Obvious mistakes or errors in the offer, where it is immediately clear to the Customer that there is a mistake or error, do not bind Denlo Europe. Colours, specifications, function descriptions, drawings and photos and in general any statement regarding properties, sizes and weights of items are made as accurately as possible, but are not binding.

Offers and commitments from intermediaries, representatives and/or employees engaged by Denlo Europe are only binding if they have been confirmed in writing by Denlo Europe.

Denlo Europe is completely free to accept orders from a Customer or not.

Agreements are concluded when (1) Denlo Europe confirms an offer or order from the Customer in writing; (2) at the time that Denlo Europe starts the execution of the Agreement; or (3) at the time that Denlo Europe sends an invoice for the relevant Agreement to the Customer.

Orders from Customers accepted by Denlo Europe are deemed to be decisive only according to type and brand. If a packaging, version, model, type, etc. has been changed, Denlo Europe will be discharged by delivery of the changed packaging, version, model, type, etc. at the applicable standard price.

Denlo Europe takes appropriate technical and organizational measures to secure the electronic transfer of data in case the Customer has accepted the offer electronically. Denlo Europe will take appropriate security measures if the Customer can pay electronically. In that context, Denlo Europe will provide a secure web environment.

Denlo Europe can – within the limits of the law – inquire whether the Customer can meet its payment obligations, as well as all those facts and factors that are important for the responsible conclusion of an Agreement. If, based on this investigation, Denlo Europe has good reasons not to enter into the Agreement, it is entitled to refuse an order or request with reasons or to attach special conditions to the execution.

If Denlo Europe is unable to properly execute or fulfill the Agreement due to any unforeseeable event, such as in the event of force majeure (including circumstances or government measures in connection with the Corona virus or other pandemics or epidemics), strike, technical failures, lock-out or otherwise, it is never obliged to pay any compensation and is accepted by the Customer as a valid reason to terminate the agreement without being entitled to any compensation.

Denlo Europe confirms receipt of acceptance of the offer electronically if the Customer has accepted the offer electronically. Until receipt of this acceptance has not been confirmed by Denlo Europe, the Customer can cancel or dissolve the agreement. Denlo Europe is only obliged to execute any agreement once it has delivered a written order confirmation to the Customer.

All commitments made by employees, agents and/or other intermediaries are only binding on Denlo Europe if it has expressly confirmed the commitment.

 

 

Article 4. Delivery, transfer of risk, inspection and complaints

 

Unless otherwise agreed in writing, delivery takes place ex Denlo Europe distribution center. The Goods to be delivered are at the expense and risk of the Customer from the moment they leave the distribution center.

Denlo Europe always has the right to transport the deliveries – ex warehouse – in the manner and according to the organization that suits them best and, if desired, to have the transport take place together with deliveries to other customers.

If and insofar as Denlo Europe takes care of the transport of the Goods, this does not affect the provisions of paragraph 1 of this article. The mode of transport is determined by Denlo Europe. The Customer is obliged to receive the Goods at the agreed delivery location and to unload them immediately.

The Customer is obliged to purchase the goods within the Denlo Europe agreed delivery period. After this period, Denlo Europe has the right to demand payment of the price of the goods not yet purchased. The Customer agrees to this in advance.

If Denlo Europe arranges the transport of the Goods, whether or not on behalf of the Customer, Denlo Europe is free to choose the packaging, the carrier and the route to be followed. From the moment that the Goods are at the expense and risk of the Customer, the Customer will ensure that the Goods are adequately insured against all possible risks, such as – but not limited to – loss, theft, damage and/or destruction of the goods.

Denlo Europe has the right to make partial deliveries, in which case what has been agreed between the parties regarding such sales applies to each delivery separately. Denlo Europe is entitled to invoice the relevant partial delivery pro rata. If the delivery of an order is made in parts, each delivery will be regarded as a separate transaction.

If the date of actual delivery is postponed at the request or through the actions of the Customer, the Customer requests partial deliveries and/or Goods are not collected, the risk for the Goods will nevertheless pass to the Customer from the moment these Goods are delivered to the Customer. the administration and/or storage space of Denlo Europe are identified as ‘goods of the Customer’. From that moment on, Denlo Europe is entitled to invoice the Customer for the Goods. Any costs of additional transport, storage, insurance and/or other additional costs will be borne by the Customer.

Upon delivery, the Customer must examine whether the goods comply with the Agreement (correct product, correct quality, correct quantity, absence of damage, etc.). If the goods do not comply with the Agreement, the Customer can no longer rely on this if he has not notified Denlo Europe of this within two working days after delivery in the case of visible defects, and within two days of discovery in the case of invisible defects, or at the latest within seven days of delivery, in writing and motivated knowledge. Furthermore, the Customer’s right to complain will lapse if he does not cooperate sufficiently with Denlo European investigation into the validity of the submitted complaint. The Customer will give Denlo Europe the opportunity to view the goods.

Changes in technical insights in the industry and/or government regulations are at the risk of the Customer. Minor or technically unavoidable deviations in quality, quantity, dimensions, color, size, etc. do not constitute grounds for a complaint. The same applies to color differences due to light and/or weather influences.

A reasonable tolerance (reasonable taking into account what is still considered acceptable in the industry in which Denlo Europe operates) with regard to numbers, sizes and weights will not (or cannot) constitute a basis for the Customer to request compensation or cancel the order.

Denlo Europe reserves the right to make changes to the articles or goods, provided that the functional properties of these articles or goods are not affected. Weight, colors and quality as applicable at the time the goods leave the Denlo Europe warehouse are decisive for the assessment of Denlo Europe’s performance.

Returns will only be accepted after prior written approval from Denlo Europe. The costs and risks associated with returns are at the risk of the Customer.

If Denlo Europe sells on a sample basis, a slight deviation from the sample will be permitted. Denlo Europe is not obliged to take back Goods purchased by sample or selected at the Denlo Europe branch. The right to complain furthermore lapses if the Customer has not fulfilled its obligations or if the Goods have been put into use, processed and/or processed.

If the delivered goods are defective and all the aforementioned procedural requirements have been observed, Denlo Europe will either repair the defective item or have it repaired, or replace it with a non-defective product, or credit the Customer with the amount corresponding to the complaint, all at the Customer’s discretion. from Denlo Europe. Denlo Europe is not liable for any damage suffered by the Customer with regard to defective products.

Article 5. Services

 

If Denlo Europe provides Services to the Customer, Denlo Europe will make every effort to provide these Services as well as possible.

The Customer agrees that Denlo Europe may engage one or more third parties for the performance of Services. Denlo Europe is not liable for shortcomings of third parties who are not employed by Denlo Europe, except in the case of intent or gross negligence on the part of Denlo Europe. The authority to engage third parties also includes the authority to agree on behalf of the Customer to a limitation of liability by the relevant third parties.

 

Article 6. Delivery times

 

Stated or agreed delivery times can never be regarded as deadlines. In the event of late delivery, Denlo Europe is only in default after written notice of default, whereby a further and reasonable period for delivery is set that is at least equal to 30 days, while the Customer is still obliged to purchase.

The delivery period is determined by Denlo Europe and is always indicative. Denlo Europe is therefore never obliged to the indicative delivery times and reserves the right to deviate from them within reason.

Exceeding an agreed delivery date/time does not give the Customer the right to claim compensation in any form whatsoever, to non-acceptance or to completely dissolve the agreement or to suspend the fulfillment of any obligation of the Customer in whole or in part. the agreement.

If the necessary information for the execution of the delivery order has not been made available to Denlo Europe in a timely manner by the Customer, the delivery dates will in any case be postponed by the period during which Denlo Europe had to wait for this information.

If default occurs after notice of default, Denlo Europe will consult with the Customer about compliance with or termination of the agreement. The Customer can only claim compensation for damage if this has been agreed in writing in advance. Any damage to be compensated by Denlo Europe will never exceed that part of the invoice amount that relates to the Goods not delivered, not delivered on time, not delivered correctly or incompletely.

 

Article 7. Prices, payment and settlement

 

The Goods and/or Services delivered to the Customer are charged at Denlo Europe’s prices for the relevant Goods and/or Services applicable on the day of Delivery, even if a different price has been explicitly agreed. If the price charged is more than 10% higher than the initially agreed price, the Customer has the right to terminate the Agreement in writing immediately after the Customer has been informed of the price increase. After that, the right to dissolution expires. The Customer is not entitled to terminate the agreement on this ground if the price increase is the result of government measures or freight rates.

All prices are exclusive of VAT, packaging and/or packaging costs, disposal contributions and any other government taxes and levies due as they apply at the time of Delivery, unless expressly stated otherwise. Unless otherwise agreed, transport, shipping and/or postage costs and costs relating to insuring the Goods are borne by the Customer.

Denlo Europe always has the right to transport the deliveries – ex warehouse – in the manner and according to the organization that suits them best and, if desired, to have the transport take place together with deliveries to other purchasing parties.

Payment to Denlo Europe must be made within 5 days of the invoice date in a manner specified by Denlo Europe. Delivery will only take place after full payment has been received, unless the parties have agreed otherwise in writing.

Payment is made effectively in the invoiced currency and without settlement, discount or suspension. Denlo Europe is entitled to offset amounts that it may claim from the Customer at any time with amounts that Denlo Europe or an affiliated company owes or will owe to the Customer.

If payment is not made within 5 days after the invoice date, or at least within the agreed payment term, the Customer will be in default by operation of law without further notice of default. In the event of default, all payment obligations of the Customer are immediately due and the Customer is obliged to compensate Denlo Europe for default interest on amounts owed equal to the statutory commercial interest under Article 6:119a of the Dutch Civil Code increased by two (2) percentage points. In addition, the Customer owes Denlo Europe a credit restriction surcharge equal to 3% of the outstanding invoice amount.

If there is good reason to fear that the Customer will not strictly fulfill its obligations, all claims of Denlo Europe on the Customer are immediately due and payable and the Customer is obliged to immediately provide sufficient security and in the form desired by Denlo Europe at the first request of Denlo Europe and to supplement these if necessary for the fulfillment of all his obligations. As long as the Customer has not complied with this, Denlo Europe is entitled to suspend fulfillment of its obligations.

In the event that the Customer is not a private individual / natural person (consumer) but acts in the context of the exercise of a profession or business, Denlo Europe has the right to recover all extrajudicial (collection) costs that Denlo Europe incurs as a result of the non-compliance. by the Customer for its payment obligations, and Denlo Europe will then have the right to charge the Customer 15% of the principal amount to be claimed as extrajudicial collection costs, but with a minimum of € 1,000. The Customer agrees to the applicability, reasonableness and fairness of the collection costs described in this article.

If the Customer is a private individual or natural person (consumer) who does not act in the exercise of a profession or business, this at the discretion of Denlo Europe, Denlo Europe has the right to recover all extrajudicial (collection) costs incurred by Denlo Europe. as a result of the Customer’s failure to comply with its payment obligations, to be charged to the Customer and Denlo Europe will then charge the following costs in accordance with the scale below in accordance with the legislation applicable in the Netherlands with regard to collection costs, possibly increased with VAT:

> for claims up to €2,500, the reimbursement for extrajudicial costs amounts to a maximum of 15% of the principal sum, with a minimum of €40;

> for claims over the next €2,500 (up to €5,000), the reimbursement for extrajudicial costs amounts to a maximum of 10% of the principal sum;

> for claims over the next €5,000 (up to €10,000), the reimbursement for extrajudicial costs amounts to a maximum of 5% of the principal amount

;> for claims over the next € 190,000 (up to € 200,000), the compensation for extrajudicial costs amounts to a maximum of 1% of the principal sum

;> for claims over the excess (above €200,000), the compensation is 0.50% of the principal amount, with a maximum of €6,775.

The collection costs described in paragraph 9 of this article will be charged to the Customer after Denlo Europe has sent a first written payment reminder or reminder to the Customer and after full payment of the principal amount due by the Customer to Denlo within 7 days of the date of this reminder. Europe has passed on.

The Customer can only object to an invoice in writing within 8 days of the invoice date. After that period, the Customer is deemed to have agreed to the invoice in question. Invoices already paid are never subject to objection and are deemed to have been irrevocably accepted by the Customer.

Payments by or on behalf of the Customer will successively be used to settle the extrajudicial collection costs owed by the Customer, the judicial costs, the interest owed and then in order of age of the outstanding principal sums, regardless of any instructions to the contrary from the Customer.

If the Customer is a consumer, the consumer, when purchasing products through a distance contract, has the option to terminate the distance contract without giving reasons for 14 calendar days from the day of receipt of the product by or on behalf of the Customer. In that case, no cancellation costs will be charged if the Customer exercises his right of withdrawal within the aforementioned period of 14 calendar days, but only the costs associated with the return shipment will be charged to the Customer. The Customer will use the form made available by Denlo Europe for this purpose. If a product appears to have been returned damaged due to the fault of the consumer, Denlo Europe does not have to reimburse the Customer/consumer for the depreciation.

If the consumer wishes to exercise the right of withdrawal, he or she must only unpack or use the product to the extent necessary to assess whether the consumer wishes to keep the product. During this period, the consumer will handle the product and packaging with care. The consumer will return the product to Denlo Europe with all accessories supplied and, as far as possible, in the original condition and packaging, according to the reasonable and clear instructions provided by Denlo Europe. The consumer must return the delivered product to Denlo Europe within 14 days after exercising his right of withdrawal, unless the consumer has offered to collect the product from the consumer. If this consumer has paid an amount, Denlo Europe will refund this amount, including shipping costs, by the consumer within 14 days after receipt of the return shipment.

Article 8 Retention of title and right of retention

 

Denlo Europe reserves ownership of the Goods until full payment has been made:

> the performance owed by the Customer for all Goods and/or Services delivered or to be delivered by Denlo Europe; and

> all claims of Denlo Europe against the Customer due to the Customer’s failure to fulfill its obligations.

 

If the retention of title is invoked, the Customer is not entitled to reimbursement of the storage costs, nor can it invoke a right of retention in this regard. All costs that may be incurred as a result of this retention of title will be borne by the Customer.

If the Customer is in default with regard to the obligations referred to in Article 7, or if Denlo Europe, in its opinion, has good reason to fear that the Customer will not fulfill its obligations, Denlo Europe is entitled to return the goods belonging to it. ) from the place where they are located. The Customer hereby irrevocably grants Denlo Europe permission to enter the areas used by or for the Customer for this purpose. If the Customer does not comply with the provisions of this paragraph upon first request, the Customer will forfeit to Denlo Europe an immediately payable penalty equal to 10% of the amount still owed by the Customer to Denlo Europe per day.

The Customer is entitled to resell or use the Goods delivered under retention of title, if and to the extent necessary, solely in the context of the normal conduct of its business. In the event of sale, the Customer is obliged to deliver these Goods also and only under the condition of this retention of title and in accordance with the provisions of this article. An exception applies to the situation in which the Customer has become bankrupt or has been granted a suspension of payments, in which case resale in the context of the normal conduct of the business is not permitted. The Customer is not entitled to pledge the Goods delivered under retention of title to third parties or to have them serve as security in the broadest sense of the word to third parties and/or to establish any limited right thereon.

The Customer is obliged to store the goods delivered under retention of title carefully and as recognizable property of Denlo Europe and to adequately insure them against all business and other risks (including – but not limited to – fire, theft, water damage, explosion, etc.) . At Denlo Europe’s first request, the Customer will provide Denlo Europe with copies of the applicable insurance policies, including proof of timely premium payment.

On delivered Goods that have passed into the ownership of the Customer through payment – or that have been processed – and are still in the hands of the Customer, the Customer hereby establishes a pledge on behalf of Denlo Europe as security for the fulfillment of claims, other than those referred to in paragraph 1 of this article (including – but not limited to – future claims), which Denlo Europe may have or acquire against the Customer. At the first request of Denlo Europe, the Customer will hand over the Goods covered by this right of pledge to Denlo Europe in order to realize a pledge. Paragraph 3 of this article applies mutatis mutandis.

As soon as the Customer is in default, is declared bankrupt or is granted a suspension of payments, all claims of Denlo Europe are immediately due and payable and the Customer is no longer entitled to use, sell or process the goods and must he must keep it immediately and fully available to Denlo Europe.

Denlo Europe has the right to exercise a right of retention on the goods or other values in its possession on the basis of all expired claims that it is legally entitled to against the Customer under the agreement and current general terms and conditions and to regard these as security until certainty of the fulfillment of the obligations to which the Customer is obliged.

Until the time at which the Customer has fully fulfilled its payment obligations towards Denlo Europe, the Customer is not entitled to pledge delivered goods to third parties and/or to establish a non-possessory pledge on them, and/or to place the goods in the actual control of to bring one or more financiers (warranty), as this will be regarded as attributable non-compliance on his part. Denlo Europe can then immediately, without being obliged to provide any notice of default, suspend its obligations under the agreement or terminate the agreement, without prejudice to the user’s right to compensation for damage, lost profits and interest.

The Customer is furthermore obliged, at the first request of Denlo Europe:

> To pledge any claims the Customer may have on insurers regarding the Goods referred to in this article to Denlo Europe; and/or

> To pledge any claims of the Customer on its debtors regarding the Goods referred to in this article to Denlo Europe; and/or

> To cooperate in other ways with all reasonable measures that Denlo Europe wishes to take to protect its interests and/or property rights, provided that the measures to be taken do not disproportionately hinder the Customer in its business operations.

Article 9. Warranty and conformity

 

Denlo Europe does not provide any other or more far-reaching warranty on Goods than the warranty of its suppliers and/or manufacturers for the Good in question.

If a supplier and/or producer generally does not provide a warranty on a Good, Denlo Europe guarantees that the Good in question has the properties that one may expect for a period after purchase that is reasonable for such products. If the Good proves to be defective within this warranty period, the Customer will return it to Denlo Europe. Denlo Europe is responsible for repairing or replacing the defective Good. Denlo Europe is not obliged to do more than that. Under no circumstances is Denlo Europe obliged to pay any compensation due to the possible defectiveness of Goods during the warranty period.

Carrying out repair and/or modification work on a Good without the written permission of Denlo Europe will void any warranty. The same applies if Goods are not treated and/or cleaned as prescribed.

When reselling Goods to third parties, the Customer will not provide a warranty that goes further than that stated in this article.

Denlo Europe guarantees that the products and/or services it supplies comply with the Agreement and the reasonable requirements of usability and/or reliability and the legal provisions and/or government regulations in force on the date of the conclusion of the Agreement.

No warranty is provided on Services. In the case of the delivery of Services, there is only an obligation of best efforts and never an obligation of results on the part of Denlo Europe.

Article 10. Liability, force majeure and liberation

 

In the event of defects in delivered Goods, Denlo Europe’s liability is limited to compliance with the Guarantee as included in Article 9 of these Terms and Conditions.

In all other cases (including the situation that Denlo Europe provides Services and/or Denlo Europe fails to fulfill its warranty obligations for whatever reason), Denlo Europe’s liability is limited to compensation for Damage resulting from intent or gross negligence on its part. employees are to blame. Denlo Europe is not liable for other damage, in any form or type.

Denlo Europe is not liable for damage arising in connection with communications, explanations or advice provided by Denlo Europe (or intermediaries, representatives and employees engaged by Denlo Europe) in the broadest sense of the word, such as (but not limited to) of loading, unloading, transport, storage, safekeeping, use, composition and/or suitability of goods delivered by it or third parties to the Customer.

Denlo Europe is not liable for any damage, in particular consequential, business and/or personal injury, suffered by the Customer and/or its auxiliary persons, such as employees, and/or other third parties or customers of the Customer, as a direct or indirect result of defects. in goods, packaging materials, instruments and the like supplied by it, or suffered by the conduct of third parties or its employees or its auxiliary persons (not including intent and gross negligence of managerial auxiliary persons), without prejudice to the legal liability in respect of defective products (product liability) .

Under no circumstances is Denlo Europe obliged to pay a higher amount than it can recover from its insurers in respect of the damage for which it is held liable, plus its deductible under that insurance. If insurers do not pay out or the damage is not covered by insurance, Denlo Europe’s liability is limited to Damage up to a maximum of the net invoice value of the relevant delivery / Service, but in any case up to a maximum of € 10,000 ,-.

Denlo Europe stipulates all legal and contractual defenses that it can invoke to defend its own liability towards the Customer, including for the benefit of its subordinates, non-subordinates for whose conduct Denlo Europe would be liable under the law and Denlo Europe’s suppliers. .

Any risk of error is borne by the Customer and will never give rise to termination of the purchase agreement.

Any liability of Denlo Europe towards the Customer expires 1 year after (1) the Goods have been delivered to the Customer; and/or (2) the Services for the Customer have been completed.

Denlo Europe is not liable for delays, non-delivery or incorrect delivery as a direct or indirect result of force majeure. Force majeure includes any circumstance beyond the control and control of Denlo Europe, which prevents or complicates the normal performance of the agreement to such an extent that it cannot reasonably be expected of Denlo Europe, such as strike, illness and/or excessive absenteeism due to illness. , lack of persons, raw materials and/or materials, government measures including import and export measures, shortcomings on the part of third parties engaged by Denlo Europe (including suppliers), defects in and/or damage to production resources, transport obstacles and/or disruptions in traffic, any circumstance related to the Corona virus (COVID-19) or other pandemics or epidemics, including related government measures

 

Denlo Europe can also invoke force majeure if the circumstance in question causing force majeure occurred after Denlo Europe should have delivered.

 

Without prejudice to the other rights of the parties, force majeure gives both parties the authority to terminate the agreement for the part thereof that has not yet been performed after the force majeure situation has lasted for 1 month, without the parties being obliged to pay any compensation to each other. Article 4 paragraph 7 of these Terms and Conditions applies mutatis mutandis.

Denlo Europe has the right to suspend the fulfillment of its obligations if it or third parties engaged by it (such as suppliers) are (temporarily) prevented from fulfilling its obligations to the Customer due to force majeure. If the force majeure situation has expired, Denlo Europe will fulfill its obligations as soon as its planning allows it. The

The Customer is not entitled to compensation for damage suffered or to be suffered as a result of force majeure, suspension or dissolution within the meaning of the previous paragraph.

If the Customer dissolves or cancels an agreement, on whatever grounds, for example due to force majeure, the Customer – insofar as he is a business customer – owes cancellation costs to Denlo Europe. The basic principle is that cancellation by the Customer is only possible if Denlo Europe has agreed to this in advance. In the event of dissolution or cancellation, the Customer owes Denlo Europe compensation of 30% of the purchase price or agreed price.

For a Customer who is a consumer, the provisions of Article 7, paragraph 13, apply in the event of dissolution or cancellation within the withdrawal period.

 

Denlo Europe is entitled to terminate the agreement in whole or in part on the basis of unforeseen circumstances of such a nature that the Customer cannot expect the agreement to be maintained unchanged according to standards of reasonableness and fairness. The amendment or dissolution may be given retroactive effect. Unforeseen circumstances also include unforeseen circumstances resulting from the Corona virus (COVID-19) or other pandemics or epidemics, including possible government measures taken in connection with the Corona virus (COVID-19) or other pandemics or epidemics.

Article 11. Intellectual property

 

All documents, sales brochures, images, drawings, quotes, specifications, designs, etc., provided by Denlo Europe to the Customer remain the property of Denlo Europe. The Customer is not entitled to use these for any purpose other than that for which they were made available to the Customer.

The Customer is not entitled to disclose the documents referred to in the previous paragraph or the information contained therein or otherwise made known to the Customer to third parties, to provide access to them and will immediately return these documents at the first request of Denlo Europe, without leaving copies thereof. hold.

In the event of unauthorized use of the documents – including expressly intended drawings, specifications, quotations, designs, etc. – the Customer is obliged to compensate Denlo Europe for all damage it suffers as a result, including – but not limited to – lost turnover/profit and the costs involved in drawing up the relevant designs, if these have been made exclusively for the Customer.

Article 12. Dissolution

 

If the Customer does not fulfill any obligation, not properly or not timely, which may arise from the agreement, as well as in the event of bankruptcy, suspension of payments, placement under guardianship, closure or liquidation of the Customer’s company, Denlo Europe is entitled at its discretion, without any obligation to pay compensation and without prejudice to its other rights, to dissolve the agreement in whole or in part, or to suspend further execution of the agreement. Furthermore, all claims of Denlo Europe against the Customer become immediately due and payable in those cases.

In the event of dissolution or cancellation of the agreement by the Customer (on whatever grounds) or in the event of dissolution by Denlo Europe on the basis of paragraph 1, the Customer is obliged to compensate Denlo Europe for the damage it suffers as a result, which damage is at least is equal to the amount of installments already paid on the relevant Agreement and taking into account the provisions of Article 10, paragraph 13. If the Customer has not yet paid installments to Denlo Europe, Denlo Europe is entitled to charge the cancellation costs as described in Article 10 paragraph 1

Article 13. Conversion, explanation and change of address

 

If and insofar as any provision in these Terms and Conditions cannot be relied upon on grounds of reasonableness and fairness or its unreasonably onerous nature, then that provision will have a meaning that is as similar as possible in terms of content and scope, so that it can be relied upon. done.

If these general terms and conditions and the agreement contain conflicting conditions, the conditions included in the agreement with the Customer apply.

The nullity or otherwise unenforceability of any provision of these Terms and Conditions will not affect the validity of the other provisions of these Terms and Conditions.

If Denlo Europe does not require strict compliance with any of these Terms and Conditions at any time, this does not mean that Denlo Europe waives the right to require strict compliance at any time.

The Customer is obliged to immediately report changes of address to Denlo Europe in writing. Goods delivered to the Customer’s last known address at Denlo Europe are deemed to have been received by the Customer.

Article 14. Privacy

 

The Customer grants permission to Denlo Europe to state the personal data as indicated in an order or agreement on Denlo Europe documents and to include them in Denlo Europe’s files. This data is exclusively intended for internal use, invoicing, customer management, promotional campaigns, market studies and provision of information of various kinds. At the written request of the Customer, he has the right to inspect and, if desired, adjust the recorded data.

Article 15. Applicable law and competent court

 

Dutch law applies to all legal relationships between Denlo Europe and the Customer. The applicability of the Vienna Sales Convention is expressly excluded.

All disputes (including those that are only considered as such by one of the parties) that may arise as a result of this agreement or further agreements arising from it will in the first instance be submitted to the judgment of the competent court in the Netherlands, unless otherwise agreed in writing. between parties about a possible alternative form of dispute resolution such as arbitration, binding advice and/or mediation.