General conditions and terms Alaseel B.V.
These general conditions and terms are applicable to all agreements concluded with Alaseel B.V.
Article 1: Definitions
Alaseel B.V.: the entrepreneur acting in the course of a profession or business. Further to be referred to as ‘Alaseel’;
Company: the company either with or without legal personality acting in the practise of profession and business and enters into the agreement with Alaseel. Further to be referred to as ‘client’; Costumer: the natural person who is not acting in the practise of a profession and business and who enters into the contract with Alaseel. Further to be referred to as ‘client’;
Parties: Alaseel and client jointly;
BW: Dutch Civil Code;
Agreement: offer and acceptance between Alaseel and client based on article 6:217 BW;
Distance contract: an agreement whereby in the context of a by Alaseel organised system for distance selling of products and/or services, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication;
Right of withdrawal: the right of a constumer to waive the contract within the cooling-off period of fourteen (14) days. from the agreement.
Article 2: Identity of Alaseel
Name: Alaseel B.V.
Branch address: Vlotbrugweg 8, 1332 AH Almere, the Netherlands
Email address: email@example.com
Phone number: +31616400001
Chamber of Commerce number: 75290340
Article 3: Applicability of these terms and conditions
1. These terms and conditions apply to all offers and all agreements concluded with Alaseel;
2. General terms and conditions of the client do not apply. In accordance with article 6:225 paragraph 3 of the Dutch Civil Code, the general terms and conditions of Alaseel always apply. Unless otherwise agreed in writing;
3. Before the remote agreement is concluded, the text of these general terms and conditions shall be made available to the client. If this is not reasonably possible, before the agreement (at a distance) is concluded, it will be indicated that the general terms and conditions can be inspected at Alaseel and they will be sent free of charge as soon as possible at the client's request;
4. A client in respect of whom these general terms and conditions have been applicable is also deemed to have agreed to the application of these general terms and conditions to subsequent enquiries made by the client, to subsequent offers made by Alaseel, to subsequent assignments from the client, to subsequent order confirmations from Alaseel, to subsequent agreements to be concluded and entered into by the client with Alaseel as well as to all other subsequent legal relationships between the client and Alaseel;
5. Should any provision of these general terms and conditions, in the opinion of the competent court is inapplicable or contrary to public policy or law, only the relevant provision shall be considered as not written, but these general terms and conditions shall otherwise remain in full force and effect. Instead of any invalid provision shall apply a provision that most closely approximates the intention of the parties approximate the intention of the parties;
6. Terms and conditions to the contrary shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed so in writing. The acceptance and retention by the client without comment of an offer or order confirmation, on which reference is made to these terms and conditions, shall be deemed to be agreement to their application. The possible inapplicability of (part of) a clause of these general terms and conditions shall not affect the applicability of the remaining clauses;
7. Agreements become binding only by written confirmation from Alaseel. Supplements or amendments to the general terms and conditions or otherwise changes or additions to this agreement will only become binding after written confirmation by Alaseel.
Article 4: Agreement
1. The agreement concluded between Alaseel and the client is concluded by offer and acceptance in accordance with Article 6:217 of the Dutch Civil Code;
2. If, during the execution of the agreement, it appears that it is necessary to amend or supplement the agreement, the parties should proceed to amend the agreement in good time and in mutual consultation. This can be done in writing or orally. This may increase or decrease the agreed amount according to the agreement. Due to the amendment of the agreement, the original specified period of execution (if agreed) may be changed. The Client agrees to the possibility of amending the agreement, including the change in price and term of execution agreement;
3. If Alaseel agrees a certain price when concluding the agreement, Alaseel is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally quoted subject to reservations:
• if price increase results from a change in the agreement;
• if price increase results from an amendment in the law.
Article 5: Prices
1. All prices are exclusive of VAT and other levies which are imposed by the government. Insofar not agreed otherwise, transport, shipping costs and costs with regard to the insurance of the goods will be for the account of the Client;
2. If the prices and/or rates of the suppliers of Alaseel, or other price-determining factors, undergo an increase between the date of conclusion of the agreement and the date of delivery, then Alaseel is authorised to modify the price accordingly.
Article 6: Offer
1. The offer is non-binding. Alaseel is entitled to change and adjust the offer. All offers, price lists, deadlines for execution, etc. of Alaseel are non-binding unless they contain a deadline for acceptance. If an offer contains an offer without obligation and this offer is accepted by the client, Alaseel has the right to revoke the offer within five days of receiving the acceptance;
2. If an offer has a limited period of validity or is made subject to conditions, this will be expressly stated in the offer;
3. Alaseel may rely on the accuracy of all information provided by the client at the time of application;
4. The offer contains a complete and accurate description of the services offered. The description is sufficiently detailed to enable a proper assessment of the offer by the client. If Alaseel uses images, these are a truthful representation of the products and/or services offered. Obvious mistakes or obvious errors in the offer do not bind Alaseel;
5. All images, and specification data in the offer are indicative and cannot be cause for compensation or dissolution of the agreement. Images are a true representation of the products offered.
Article 7: Payment, collection costs and retention of title
1. Payment must be received before the goods are shipped, unless otherwise agreed, in the absence of which the customer shall be in default by law, without that any notification of default is required;
2. From the moment, on which the client is in default, up to the day of full payment, he is liable to pay to Alaseel a delay interest of 1 % per month, or part thereof, notwithstanding the right of Alaseel to full compensation of damages on basis of the law;
3. Set-off by client with claims on Alaseel is not permitted;
4. Payments of the client to Alaseel shall each time be deemed to serve to payment of the due interest and/or costs and subsequently to payment of the oldest outstanding invoices;
5. Notwithstanding what otherwise is stipulated in these terms and conditions, the property of products delivered by Alaseel to the client, remains with Alaseel, insofar the nature of the delivered products does not object hereto. The property remains with Alaseel until the moment of full payment by the client of all what he is liable to pay to Alaseel;
6. Alaseel is without further notification of default authorised, to (let) remove the delivered products, on basis of the stipulations in this article, from the client or his holders, if the client does not comply with his obligations. The client is required to granting cooperation to the aforementioned removal of the products;
7. All costs of collection of the amounts due by the client, are for the account of the customer. The height of the collection costs due to Alaseel, is 15% with a minimum of € 100,00;
8. If timely payment is not made, the default of the Principal commences by operation of law. From the day that the client's default commences, Alaseel is entitled to charge the client extrajudicial and judicial costs for collection. The extrajudicial collection costs are due from the moment the client is in default. The extrajudicial collection costs will be calculated in accordance with the Decree on compensation for extrajudicial collection costs (Bulletin of Acts and Decrees 2012/141) or the latest version of that Decree;
9. Alaseel outsources debt collection matters to Debtt B.V., De Oude Ijssel 3, 8253 PV Dronten, Chamber of Commerce number 82929823;
10. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the obtaining the amounts owed by the principal shall be at the expense of the client.
Article 8: Suspension and dissolution
1. Alaseel is authorised to suspend the compliance with its obligations or to dissolve the agreement in whole or in part, if:
- Client does not or not fully comply with the obligations from the agreement;
- circumstances come to the knowledge of Alaseel after the conclusion of the agreement give good ground to fear that client shall not comply with his obligations;
2. Furthermore, Alaseel is authorised to (let) dissolve the agreement if circumstances occur which are of such a nature, that unchanged maintaining of the agreement in reasonableness may not be expected;
3. If the agreement is (partially) dissolved, then the claims of Alaseel on the client will immediately be payable upon demand. If Alaseel suspends compliance with its obligations, then it retains its claims from the law and agreement;
4. Alaseel retains each time the right to claim compensation for damages.
Article 9: Force Majeure
1. In the event of force majeure, Alaseel is entitled to dissolve the agreement in whole or in part without being liable for any compensation;
2. Force majeure means: any circumstance beyond the control of Alaseel which renders proper performance of the agreement temporarily or permanently impossible. In the event of temporary impossibility, Alaseel is also entitled to suspend its performance without being liable for compensation;
3. Circumstances in which there will be non-attributable non-performance shall include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes and lock-outs by employees or the threat of these and similar disruption of the exchange rate relationships existing at the time of entering into the agreement; operational failure due to fire, accident or other incidents and natural phenomena, all this irrespective of whether the failure to perform or failure to perform on time occurs at Alaseel, its suppliers or third parties engaged by it for the performance of the commitment;
4. If the client should fail to promptly meet his obligations towards Alaseel in any way whatsoever, in the event of a cessation of payment, application for a (provisional) suspension of payment, bankruptcy, attachment under execution, cession of estate or liquidation of the client's company, all that which is owed to Alaseel by the client by virtue of any contact will become immediately due and payable in full.
Article 10: Conformity
1. Alaseel strives for the highest possible quality of the products delivered by it, that possess the characteristics that are necessary for normal use thereof;
2. The client must examine the delivered directly after delivery. Visible shortfalls or damage of the delivered or the packaging that are present at delivery must be stated by the client on the delivery slip, the invoice or the transport documents, in the absence of which the client will be deemed to have taken off and to have approved what has been delivered;
3. If there is a problem with a product, this will be informed or recovered from our supplier;
4. If a product delivered by Alaseel does not comply with the agreed characteristics, then the client must notify Alaseel hereof, within three days after discovery and no later than within seven days after delivery, in writing;
5. If the product does not comply with the agreed characteristics, and a timely complaint has been made, such as stated under paragraphs 2 and 3, then Alaseel will proceed to replacement or repair of the defective product.
Article 11: Liability
1. In case of defectiveness of the delivered product (article 10), the liability of Alaseel is limited to replacement or repair of the defective product;
2. Alaseel is not liable for damage, of whatever nature, resulting from the fact that Alaseel has relied on incorrect and/or incomplete data provided by or on behalf of the client;
3. If Alaseel should be liable for any damage, the entrepreneur's liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates;
4. Alaseel is only liable for direct damages;
5. Direct damage is exclusively understood to mean the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have Alaseel's faulty performance comply with the agreement, insofar as they can be attributed to Alaseel, and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions;
6. Alaseel shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
Artikel 12: Complaints procedure
1. Alaseel has a sufficiently publicised complaints procedure and will handle the complaint in accordance with this complaints procedure;
2. Complaints on the performance of the agreement must be submitted to Alaseel within a reasonable time, fully and clearly described, after the client has identified the defects;
3. Complaints submitted to Alaseel will be answered within a period of 14 days from the date of receipt. If a complaint requires a foreseeably longer processing time, Alaseel will reply within the fourteen-day period with a notice of receipt and an indication of when the client can expect a more detailed reply;
4. If the complaint cannot be resolved by mutual agreement, a dispute arises which is amenable to dispute resolution.
Article 13: Amendment clause
1. Alaseel reserves the right to modify the general terms and conditions unilaterally and without the consent of the client;
2. Amendments to these conditions shall only take effect after they have been published in an appropriate manner. published in an appropriate manner, on the understanding that in the event of applicable amendments during the term of an offer, the provision which is most favourable to the client shall prevail.
Article 14: Applicable law
1. Solely the Laws of the Netherlands are applicable to all agreements between Alaseel and the client;
2. All disputes between Alaseel and the client shall solely be submitted to the competent court of the District Court for Oost-Brabant, the Netherlands.
General conditions and terms Alaseel B.V. Vlotbrugweg 8, 1332 AH Almere
Chamber of Commerce number: 75290340 www.alaseel.nl