General terms & conditions
Article 1: Definitions
1.1
In deze algemene voorwaarden wordt verstaan onder:
JEP !: JEP! Agenturen VOF, located at Meerdijk 63 5144 NL Waalwijk, The Netherlands, represented by Mr P.H. Kemmeren and Mrs. J.C. Pieterson, Chamber of Commerce number 68618832.
Other Party: every natural person or legal person, who, acting in the exercise of a profession or business, enters into an agreement with JEP! resp. places an order with JEP!
Article 2: Applicability of these term & conditions
2.1
These conditions apply to every offer, quotation and agreement between JEP! and the Other Party, to which JEP! has declared these conditions to be applicable, as well as to agreements subsequently concluded between JEP! and the Other Party, if and insofar as these terms & conditions are not deviated from by JEP! explicitly and in writing.
2.2
These general terms & conditions also apply to all agreements between JEP! and the Other Party, for the implementation of which JEP! appeals to third parties.
2.3
The applicability of general purchase terms & conditions or other terms & conditions of the Other Party is expressly rejected.
2.4
If one or more provisions in these general terms & conditions are void or should be destroyed, the other provisions of these general terms & conditions remain fully applicable.
2.5
The general terms & conditions of JEP! are listed on www.jep-agenturen.com and will be sent on request.
2.6
The general terms & conditions of JEP! have been deposited at the office of the Chamber of Commerce in Breda, The Netherlands. The most recently filed version or the version that applied at the time of the conclusion of the transaction is always applicable.
Article 3: Offers and agreements
3.1
All offers, quotations and quotations from JEP! are without obligation, unless the contrary has been expressly agreed in writing.
3.2
JEP! is only bound to its offer (s) if the acceptance thereof by the Other Party in writing within thirty (30) days by JEP! will be confirmed.
3.3
Delivery times and other deadlines as stated in quotations or order confirmations from JEP!, in connection with the deliveries to be made by JEP!, are an estimate and only informative. Exceeding these delivery times and deadlines does not entitle the Other Party to compensation or dissolution.
3.4
In case of a composite quotation or order confirmation, there is no obligation for JEP! to supply part of the goods included in the offer or order confirmation at a corresponding part of the stated price, nor does the offer of JEP! automatically hold for repeat orders.
Article 4: Delivery
4.1
Levering van de goederen betreffende JEP! (dus geen toeleveranciers) geschiedt in Benelux franco afleveradres Wederpartij bij een netto factuurwaarde boven EUR 200,-. JEP! zal bij orders met een netto factuurwaarde beneden EUR 200,- verzend- en vervoerskosten in rekening brengen. Bij bestellingen onder EUR 150,- vervalt elk recht op eventuele kortingen. In het geval van levering van goederen onder de franco zullen verzendkosten in rekening worden gebracht.
4.2
JEP! reserves the right to determine the mode of transport and the method of packaging itself, unless expressly agreed otherwise in writing.
4.3
JEP! reserves the right to deliver cash on delivery, against advance payment or against cash payment, if this is desirable or necessary in its opinion.
4.4
Delivery times as specified by JEP! are always approximate and are never strict deadlines.
4.5
EP! is allowed to deliver sold goods in parts. If the goods are delivered in parts, JEP! is authorized to invoice each part separately.
4.6
Exceeding the delivery term does not give the Other Party the right to compensation or the right to dissolve the agreement.
4.7
The Other Party is obliged to take ownership of the purchased items at the time when they are delivered or at the time when they are made available in accordance with the agreement.
4.8
If the Other Party refuses to take ownership or fails to provide information or instructions necessary for the delivery, the goods will be stored at the Other Party's risk. In that case, the Other Party will owe all additional costs, including in any event storage costs.
Article 5: Samples, models and examples
5.1
If JEP! shows or provides a model, sample or example, it is presumptie to be only shown or provided as an indication: the qualities of the goods to be delivered may deviate from the sample, model or example, unless it was expressly stated in writing that the delivery would be in accordance with the sample, model or example shown or provided.
5.2
The Other Party is not entitled to sell the model, sample or example or to use it for a purpose other than for which it was apparently provided.
Article 6: Gurantee
6.1
With regard goods as delivered by JEP!, any warranty conditions of JEP! are only applicable if and insofar as these have been expressly agreed in writing between the parties.
Article 7: Retention of title
7.1
All goods delivered by JEP! remain the property of JEP! until the purchase price, plus any interest and costs, has been paid in full.
7.2
As a result of delivery, the risk of the delivered goods is transferred to the Other Party.
7.3
The Other Party is not authorized to pledge the goods falling under the retention of title or to encumber them in any other way.
7.4
The other party already gives JEP!, or any third party to be designated by JEP!, unconditional and irrevocable permission to enter, in all cases in which JEP! wants to exercise its property rights, those places where JEP! products will then be located and to take those products into possession.
7.5
If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to inform JEP! as soon as can reasonably be expected.
7.6
The Other Party is obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and the policy of this insurance can be inspected at JEP's first request.
Article 8: Complaints
8.1
The Other Party must examine the items purchased or have them inspected upon delivery or as soon as possible afterwards. The Other Party must check whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements that may be imposed on them in normal (commercial) traffic.
8.2
If visible defects or shortages are discovered by the Other Party, the Other Party must notify JEP! in writing within two (2) days after delivery.
8.3
Invisible defects must be reported in writing to JEP! within one (1) working day after discovery, but no later than within one (1) week after delivery.
8.4
Even if the Other Party lodges a complaint on time, its obligation to pay and take orders made will remain.
8.5
Products and materials can only be returned to JEP! after prior written permission from JEP!
Article 9: Price, price increase
9.1
Unless explicitly stated otherwise, the prices quoted by JEP! apply in EUR, excluding VAT, and are based on JEP! minimum quantities, excluding transport costs.
9.2
JEP! is allowed to increase the prices mentioned in the offers and quotations if significant price changes have occurred between the moment of offer and delivery with regard to raw materials, material costs, currency and / or wages or otherwise unforeseen circumstances.
Article 10: Payment
10.1
Payment must be made within fourteen (14) days after the invoice date, unless expressly agreed otherwise in writing, on a payment method to de stipulated by JEP!, in the currency in which the invoice is issued.
10.2
If the Other Party does not pay within the stipulated period, it will be in default by the mere expiry of that period, without any notice of default being required.
10.3
The Other Party owes statutory (commercial) interest on the amount due from the moment of default.
10.4
If the Other Party is in default or fails to fulfill one or more of its obligations, all judicial and extrajudicial costs incurred in obtaining payment will be borne by the Other Party. The extrajudicial costs are determined in accordance with Article 96 of Book 6 of the Dutch Civil Code.
10.5
In the event of liquidation, bankruptcy or suspension of payment of the Other Party, the claims of JEP! and the obligations of the Other Party towards JEP! be immediately due and payable.
10.6
Payment must be made without discount or setoff.
10.7
Payments made by the Other Party will always serve as payment in the first place of the interest and costs owed and in the second place of due and payable invoices that have been open the longest, even if the Other Party states that the payment relates to a later invoice.
10.8
In case of late payment, JEP! owes the right to suspend the execution of all orders from the Other Party until the moment that JEP! has received full payment of all that the Other Party owes to it under this article, without prejudice to its right to extrajudicial dissolution of the agreement (s) relating to the aforementioned assignments and orders under the provisions of Article 11.
10.9
Indien sprake is van een relatiekorting, quantumkorting of andersoortige korting, dan komt deze te vervallen bij niet tijdige betaling van het gehele verschuldigde bedrag, zoals vermeld in artikel 10, lid 1.
Article 11: Dissolution of the agreement
11.1
JEP! is authorized to suspend the fulfillment of its obligations or to dissolve the agreement by means of an extrajudicial statement:
- if the Other Party does not or not fully comply with the obligations under the agreement
- If after the conclusion of the agreement, JEP! becomes familiar with circumstances that provide JEP! with good reason to fear that the Other Party will not meet its obligations.
If JEP! asked the Other Party, when entering into the agreement, to provide security for the fulfillment and this security is not provided or is insufficient despite summons.
11.2
In the cases referred to in Article 11, clause 1, JEP! is entitled to dissolve the agreement(s) in question by means of an extrajudicial declaration to the Other Party if circumstances arise of such a nature that the execution of the agreement is impossible or so objectionable and / or becomes disproportionately expensive that compliance with the agreement can no longer reasonably be required.
11.3
If the agreement is dissolved, the claims of JEP! immediately are due and payable on the Other Party. If JEP! suspends the fulfillment of its obligations, this does not affect the other claims that JEP! can assert against the Other Party.
11.4
JEP! always reserves the right to claim compensation.
Article 12: Liabilitiy
12.1
With regard to the good of third parties sold and delivered by JEP!, JEP! is liable unless it is proven that the damage was caused by intent or gross negligence of JEP!
12.2
The liability of JEP! is limited to at maximum the invoiced amount.
Article 13: Force majeure
13.1
In these general terms & conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or not foreseen, on which JEP! cannot exert any influence, but as a result of which JEP! is unable to fulfill its obligations, including strikes in the company of JEP!
13.2
In case of force majeure, JEP! is entitled to suspend the execution of the agreement or to dissolve the agreement in whole or in part without judicial intervention and without the Other Party being able to assert any right to compensation on this basis.
13.3
If JEP! has already partially fulfilled its obligations upon the occurrence of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the Other Party is obliged to pay the invoice concerned as if it concerned a separate agreement. .
Article 14: Dispute settlement
14.1
The court in the district of Breda, The Netherlands, has exclusive jurisdiction to hear disputes arising from agreements between JEP! and the Other Party or of disputes related thereto, without prejudice to the right of JEP! to submit disputes to a judge who has jurisdiction under European or international rules of jurisdiction.
Article 15: Applicable law
15.1
15.1 Any agreement between JEP! and the Other Party is governed by Dutch law.