Klantenservice
Article 1. Definitions
1.1 In these terms and conditions, the following terms have the following meanings:
Supplier: Smart Business B.V., the user of these terms and conditions.
Buyer: the natural or legal person who purchases goods from the supplier.
Agreement: any agreement between the supplier and the buyer regarding the purchase of goods.
Article 2. Applicability
2.1 These terms and conditions apply to all offers, quotations, and agreements between the supplier and the buyer, unless expressly agreed otherwise in writing.
Article 3. Offers and Quotations
3.1 All offers and quotations by the supplier are without obligation unless explicitly stated otherwise.
3.2 If an offer has a limited validity or is made subject to conditions, this will be explicitly stated in the offer.
Article 4. Establishment of Agreement
4.1 An agreement is only concluded when the buyer accepts the offer from the supplier under the conditions set out therein.
4.2 If the buyer accepts the offer electronically, the supplier will immediately confirm receipt of acceptance of the offer electronically.
Article 5. Prices
5.1 The prices stated in the offer or quotation are in euros and excluding VAT unless otherwise stated.
5.2 If the prices for the goods and services offered increase in the period between the order and its execution, the buyer is entitled to cancel the order or to dissolve the agreement within ten days after notification of the price increase by the supplier.
Article 6. Delivery
6.1 Delivery takes place ex works (EXW Incoterms 2020) unless otherwise agreed in writing.
6.2 The risk of the goods passes to the buyer at the time of delivery.
6.3 If the buyer refuses the delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the buyer's risk and expense.
Article 7. Force Majeure
7.1 If the supplier is unable to fulfill its obligations under the agreement due to force majeure, it is entitled to suspend the execution of the agreement or to dissolve the agreement without judicial intervention, without being obliged to pay any compensation.
Article 8. Guarantee
8.1 The supplier guarantees that the goods delivered meet the usual requirements and standards that can be set for them and are free of any defects.
8.2 The guarantee mentioned in paragraph 1 applies to goods intended for use within the Netherlands. For use outside the Netherlands, the buyer must verify that they are suitable for use there and meet the conditions set for it.
8.3 The guarantee mentioned in paragraph 1 applies for a period of 12 months after delivery unless the nature of the delivered goods dictates otherwise or if parties have agreed otherwise.
Article 9. Retention of Title
9.1 Ownership of delivered goods passes only when the buyer has paid all amounts due to the supplier under any agreement. The risk of the goods passes to the buyer upon delivery.
Article 10. Inspection and Complaints
10.1 The buyer is obliged to examine the delivered goods immediately upon delivery, or as soon as possible thereafter. Any visible defects must be reported to the supplier in writing within 2 working days after delivery.
10.2 Any non-visible defects must be reported to the supplier in writing within 8 days after discovery.
10.3 If a complaint is made in a timely manner, the buyer remains obliged to purchase and pay for the purchased goods. If the buyer wishes to return defective goods, this must be done with the prior written consent of the supplier.
10.4 If it is established that a complaint is unfounded, the costs incurred by the supplier, including investigation costs, will be borne by the buyer.
Article 11. Payment
11.1 Payment must be made within 14 days after the invoice date, in the currency stated on the invoice, unless otherwise agreed in writing. The supplier is entitled to invoice periodically.
11.2 If the buyer fails to pay an invoice on time, the buyer is in default by operation of law and is liable for interest.
11.3 The supplier has the right to refuse an offer of payment if the buyer designates a different order for the allocation of the payment. The supplier may refuse full repayment of the principal if the accrued and current interest and collection costs are not also paid.
Article 12. Liability
12.1 If goods delivered by the supplier are defective, the liability of the supplier towards the buyer is limited to what is regulated in these terms and conditions.
12.2 If it is established that a product is defective and a timely complaint has been made, the supplier will replace the defective product or provide compensation to the buyer.
12.3 Any liability of the supplier for any other form of damage is excluded, including consequential or indirect damages due to lost profits.
12.4 The supplier is not liable for damage caused by intent or gross negligence of non-managerial staff.
12.5 This guarantee does not apply if: A) and as long as the buyer is in default towards the supplier; B) the buyer has repaired or processed the goods themselves or had them repaired or processed by third parties; or if the goods have been exposed to abnormal conditions or otherwise handled carelessly or contrary to the instructions of the supplier.
Article 13. Indemnities
13.1 The buyer indemnifies the supplier against any claims from third parties that suffer damage in connection with the execution of the agreement and whose cause is attributable to reasons other than the supplier.
13.2 If the supplier is held liable by third parties, the buyer must assist the supplier both in and out of court and take all necessary measures. If the buyer fails to take adequate measures, the supplier is entitled to do so without notice. All costs and damages incurred by the supplier and third parties will be borne by the buyer.
Article 14. Intellectual Property
14.1 The supplier reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations.
14.2 All documents provided by the supplier, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended for use by the buyer only and may not be reproduced, disclosed to third parties, or made known to third parties without the prior written consent of the supplier.
Article 15. Applicable Law and Disputes
15.1 All legal relationships between the supplier and the buyer are governed exclusively by Dutch law.
15.2 The court in the district where the supplier is located has exclusive jurisdiction over any disputes, unless the law requires otherwise. However, the supplier has the right to submit the dispute to the competent court according to the law.
15.3 Parties will only resort to legal action after they have made every effort to settle a dispute through mutual consultation.
Article 16. Location and Amendment of Conditions
16.1 These terms and conditions are deposited at the Chamber of Commerce in Amsterdam.
16.2 The most recent deposited version of the terms and conditions applies, or the version that was in effect at the time the legal relationship with the supplier was established.
16.3 The Dutch text of the general terms and conditions is always decisive for their interpretation.