1. Applicability of the terms and conditions:
• These terms and conditions apply to all offers and deliveries, as well as the performance of work; in short, to all agreements entered into by us.
• Orders and assignments will be construed as acknowledgement and acceptance of these terms and conditions.
• These terms and conditions render inoperative any terms and conditions of the client unless agreed otherwise in writing.
• All our offers are without obligation.
• The responsibility for assessing whether a product is suitable for the use intended lies with the buyer and/or user. Except in the event of gross negligence or willful conduct, we accept no liability whatsoever for any damage arising from or due to the use (in any manner) of the product by the client or a third party.
• We accept no liability for inaccuracies or flaws in information, drawings, etc. provided to us by or on behalf of the client for use in the performance of the agreement. We are not required to assess the information or documents provided by the client or via him from third parties
and may rely on the accuracy thereof. Our client will indemnify us from any claims by third parties based on such inaccuracies or flaws.
• We expressly reserve the intellectual property rights to designs that PyraSied makes at the buyer’s request.
3. Prices and delivery
• All prices apply to delivery ex-works and exclusive of packaging and VAT unless agreed otherwise in writing.
• If after accepting an order circumstances arise that affect the cost price, such as changes in customs duties, taxes, prices of raw materials, and so forth, we may charge on the price fluctuation that has arisen to our client.
• We are not required to supply offered goods that our manufacturers remove from their range after we issue our offer and/or that prove unmanufacturable, for whatever reason. Nor can we be held liable in any way for the consequences of this for our buyer or third parties.
• Only the delivery date stated on our order confirmation shall be decisive. Unless explicitly agreed otherwise in writing, we are not liable to pay damages if we fail to deliver on the delivery date. Nor may any form of compensation or consideration be claimed for consequential damage to the client or third parties.
• An order is only binding for us to the extent that we have accepted and confirmed that order without reservation. The aforesaid also applies to further amendments to existing agreements.
• If after accepting the order changes are made by our client or the order is cancelled in in part or whole, all of the costs already incurred, as well as the amount of lost profit and any other losses, will for the account of our client.
• In the event of changes to quantities, the original confirmed unit price will no longer be binding and additional costs may be charged in connection with changes to the product’s cost price composition (e.g. transport costs).
• If this client cancels or changes the order, this will only be binding once we have provided a written agreement.
• And the batch-by-batch approach is usually used for customer-specific manufacturing/production at our factories. It is not possible to predict whether or to what extent production will be successful. We explicitly disclaim any liability (also for delays) in this respect. The norm is that the
factory supplies the first and second choice and the customer accepts this. The second-choice sheets are invoiced appropriately.
5. Provisions concerning the product
• The tolerances stated on our datasheets or those of our suppliers apply to all semi-finished products we supply. The standard tolerances
for plastic apply to all custom-made products unless agreed otherwise in writing.
• We accept no liability for colour differences if these are not greater than colour nuances. Since most plastics have a thickness tolerance, the colour tolerance and thickness tolerance combined form a material property and this can never be a reason for rejection or notice of default, etc.
6. Indemnification from claims by third parties
• If the event articles are manufactured or supplied on the basis of drawings, samples, models or other instructions, in the broadest sense of the
word, received by us from our client or via him from third parties, the client gives full assurance that the manufacture and/or supply of the articles
does not infringe on any patent, trademark or user rights or business models or any other right of third parties, and our client indemnifies us again any claims made against us.
• If on the basis of any alleged right a third party objects to the aforesaid manufacture and/or supply, we are entitled to stop or suspend the manufacture and/or delivery outright and exclusively on the basis thereof and to demand reimbursement for the costs incurred, without prejudicing our claims against our client to any further damages, without us being liable to pay any damages to him ourselves.
• We are required to inform the client immediately if we receive any objections to the manufacture and/or supply of the article in question.
• We must be informed in writing of any complaints concerning incorrectly executed orders, quality, measurements, quantities or other properties of goods supplied, etc. within eight days of receipt of the goods. Except in the following circumstances, complaints received subsequently will be neither handled nor accepted.
• If special circumstances prevent our client from being able to check the shipment without the set time, we may allow him – on his written request – a longer period within that period.
• If a timely complaint is received and the goods display material or manufacturing faults, we shall repair the item or provide partial or full redelivery (at our discretion) free of charge. We have no further obligations in this regard, and in particular, are not obliged to pay compensation
for any consequential damage.
• Also, if products supplied show defects or are unusable and we are unable/cannot be expected to deliver as agreed within the required
period, we cannot be held liable for any consequential damage.
• If costs that are disproportionate to the delivery have to be incurred for redelivery within that period, this form of redelivery may neither be
expected nor demanded of us.
• We cannot accept complaints arising from incorrect material or product choices on the part of the client.
• We accept no liability whatsoever for the suitability of our products.
• If after a considerable period of time the client submits a complaint about the item supplied and we acknowledge this complaint, in the event of refund, repair or redelivery we will deduct an amount to be determined by us related to the period in which the supplied product has functioned and the period of use for which the product was designed or ordered.
• Complaints will certainly not be handled if up to that point our client has remained in breach of his existing obligations to us under any agreement. Failure to meet the payment obligation for the product to which the complaint relates will result in the complaint no longer being handled. Saying that we accept the complaint implies that we are entering into an obligation towards the client, but this certainly will not give him the right to suspend the payment obligation and period already agreed.
• Unless agreed otherwise in writing, payment must be made within 30 days of the invoice date, without any discount, to our office or by deposit or transfer into our bank account.
• The first delivery must always be paid in advance or cash on delivery.
• For larger or longer-term projects, part invoices will be sent. We have the express right to stop the project if the client does not pay within the
agreed terms, without it being possible to hold us liable for any damage arising therefrom. We will, however, be able to charge on to the client any
costs we incur associated with old stock, the use of space or planned but lost hours.
• If the payment obligation is not met, we will be entitled to charge the general interest rate.
• If after 75 days of the invoice date the client has still not fulfilled his obligation to us, we will be forced to engage a debt collection agency. All existing orders will, of course, be stopped in this case and no further deliveries will be made. We will then be released from any obligations towards the defaulting client.
• If the client is in default, he will pay all judicial and extrajudicial collection costs.
9. Retention of title
• As long as the client has yet to make payment in full, the goods supplied will remain our property, until the full invoice amount (and any statutory interest due) has been paid. If our client does not fulfil any obligation to us under any agreement with us regarding the performance
of work or sale of goods, we will be entitled to take back the goods, without any notice of default, in which case the agreement can be dissolved without legal intervention and without prejudicing our right to claim for damages, lost profits, interest and costs.
10. Applicable law
• All of our agreements are governed by Dutch law. If proceedings are brought, the district court or subdistrict court where we have our offices will
• These terms and conditions were registered with the Chamber of Commerce in Leeuwarden on 19th of May 2015.
• PyraSied BV’s registration number is 01043736.
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