General terms and conditions (B2B)

For companies (B2B)

Definitions

Stretchtent-Groothandel, established in Voorhout, Chamber of Commerce number 64064166 (Oostdam Flextent International BV), is referred to in these general terms and conditions as “seller”.
The counterparty of the seller is referred to in these general terms and conditions as “counterparty” or as “buyer”.
The parties are the seller and the other party together.
The Agreement means the purchase agreement between the parties.

2. General

These general terms and conditions for webshops for companies (“General Terms and Conditions”) form part of every quotation issued by the seller and of every agreement whereby the seller supplies goods and/or performs work (including orders and acceptance of work).

These General Terms and Conditions also apply to all agreements with the seller that are concluded electronically.

Any other terms and conditions will only form part of the agreement if and to the extent that the seller and the other party have expressly agreed to this in writing.
The general terms and conditions of the other party, under whatever name, do not apply and are hereby expressly rejected.
In the event of any conflict between the provisions of the Agreement and the General Terms and Conditions, the provisions of the Agreement shall prevail.

3. Privacy/GDPR

a . The seller does everything to guarantee privacy and therefore handles personal data with care. The seller complies in all cases with the applicable laws and regulations, including the General Data Protection Regulation.

4. Quotation

All quotes from the seller are without obligation.
The quotation shall lose its validity if it is not accepted unconditionally in writing by the other party within 7 days of the date of quotation.
Each offer is based on the information provided by the other party. The other party guarantees the correctness and completeness of this information.
If the other party does not accept the quotation, the seller has the right to charge the other party for all costs associated with the quotation.
Delivery and transfer of risk
Once the purchased item has been received by the buyer, the risk passes from seller to buyer.

6. Delivery

Delivery is 'ex works/shop/warehouse'. This means that all costs are for the buyer.
The buyer is obliged to take delivery of the goods at the time the seller delivers them or has them delivered to him, or at the time the goods are made available to him in accordance with the agreement.
If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
If the goods are delivered, the seller is entitled to charge any delivery costs.
If the seller requires information from the buyer for the execution of the agreement, the delivery time commences after the buyer has made this information available to the seller.
A delivery term given by the seller is indicative. This is never a fatal term. If the term is exceeded, the buyer must give the seller written notice of default.
Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. In the event of delivery in parts, Seller is entitled to invoice these parts separately.

7. Force Majeure

If the seller is unable to fulfil his obligations under the agreement, or is unable to fulfil them in a timely manner or properly due to force majeure, he shall not be liable for any damage suffered by the buyer.
Force majeure shall in any event be understood by the parties to mean any circumstance which the seller could not have taken into account at the time of entering into the agreement and as a result of which the normal performance of the agreement cannot reasonably be expected by the buyer, such as illness, war or threat of war, civil war and riot, molestation, sabotage, terrorism, power failure, flooding, earthquake, fire, occupation of a company, strikes, lock-out, changed government measures, transport difficulties and other disruptions in the seller's business.
Furthermore, the parties understand force majeure to mean the circumstance that suppliers on which the seller depends for the performance of the agreement do not meet their contractual obligations towards the seller, unless this is attributable to the seller.
If a situation as referred to above occurs as a result of which the seller cannot meet its obligations towards the buyer, those obligations will be suspended for as long as the seller cannot meet its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part.
If the force majeure lasts longer than three months, the buyer has the right to terminate the agreement with immediate effect. Termination can only be done by registered letter.

8. Formation of agreement

The agreement will only be concluded by written confirmation from the seller or, if the agreement is concluded electronically, by electronic or written confirmation from the seller.
The confirmations referred to under a. are deemed to fully reflect the agreement with the other party.
If the agreement is entered into between the seller and a counterparty acting in the exercise of a profession or business, the provisions of Article 6:227b paragraph 1 of the Dutch Civil Code (information obligations) as well as the provisions of Article 6:227c of the Dutch Civil Code (formation of agreement) shall not apply.

9. Execution of agreement

The seller may have the agreement executed in whole or in part by third parties if he deems this desirable. The seller guarantees the proper execution of the agreement by these third parties.
The other party guarantees that all data and information that are useful and necessary for the proper execution of the agreement are and will be provided to the seller in a timely manner, and that this data and information is correct and complete.
The other party shall ensure that the seller can carry out his work undisturbed and at the agreed time and that he has access to the necessary facilities when carrying out his work.
The counterparty is liable for all damage, including as a result of loss and theft, to the seller's property, such as tools and materials intended for the work, which are located at the location where the work is carried out or at another agreed location.
If the other party fails to fulfil its obligations as referred to in this article under b. and c., or if the event referred to in article under d. occurs, and this causes a delay in the execution of the work, the work will be carried out as soon as the other party fulfils these obligations, or replaces the lost or stolen items of the seller, and the seller's planning permits this. The other party is liable for all damage resulting from the delay for the seller.
In all cases, the other party must ensure that the necessary permissions, exemptions and/or permits are obtained for the performance of the agreement. The costs associated with these permissions, exemptions and/or permits shall be borne by the other party. The other party is liable for all damage resulting from the lack of the required permissions, exemptions and/or permits.

10. Intellectual property rights

The seller retains all intellectual property rights to the offers made by him, designs, images, drawings, samples, (test) models, software and the like provided by him.
The rights to the data and objects referred to in this article under a. remain the property of the seller, regardless of whether the other party has been charged costs for their production. These data may not be copied, used or shown to third parties without the express written permission of the seller. The other party shall owe the seller a fine of € 10,000 for each violation of this provision. This fine may be claimed in addition to compensation under the law.
The counterparty must return the data and objects provided to him as referred to in this article sub a. upon first request within the period set by the seller, undamaged and carriage paid. In the event of violation of this provision, the counterparty shall owe a fine of € 1,000 per day. This fine may be claimed in addition to compensation under the law.

11. Communication

Any communication between the seller and the other party may be done electronically, unless the law provides otherwise.
If the General Terms and Conditions or the agreement stipulate that a statement must be made in writing, this can also be done electronically, provided that the electronic message is printable.
The counterparty is responsible for storing and/or printing electronic communications. The version of the electronic communication stored by the seller shall be considered proof thereof, unless the counterparty provides proof to the contrary.
Unless proven otherwise, electronic communication is deemed to have been received on the day of dispatch. If electronic communication is not received as a result of ICT problems of the other party, this is at the expense and risk of the other party.

12. Advice, designs and materials

The other party cannot derive any rights from advice and information from the seller which do not explicitly form part of the agreement.
The costs of or related to the data and objects referred to in Article 6(a) of these General Terms and Conditions may be charged to the other party.
The other party is responsible for drawings, calculations and designs made by or on behalf of him, as well as for the functional suitability of materials prescribed or supplied by him.
The counterparty shall indemnify the seller against any claim by third parties relating to drawings, calculations, designs, materials and the like provided by or on behalf of the counterparty.

13. Prices

The prices do not include:

(1) sales tax and other levies imposed by the government;

(2) packaging costs;

(3) travel hours, travel, parking and accommodation costs;

(4) costs to prevent or limit damage to items present during the execution of work.

The seller has the right to charge these costs separately to the other party.

The prices are based on performance of the agreement within the country where the seller is established and during normal working hours, which are understood to mean Monday to Friday between 8:30 am and 5:00 pm, with a maximum of eight hours per day.
If, after the conclusion of the agreement, cost-determining factors increase in price, the seller is entitled to pass on this price increase to the other party, provided that the execution of the agreement has not yet been fully completed at the time of the price increase. The other party is obliged to pay the price increase simultaneously with payment of the principal sum or the next agreed payment term.
In the event of a change or addition to the agreement at the request of the other party, the seller may increase the price according to his usual rates. The seller is never obliged to comply with such a request and he may require that a separate written agreement be concluded for this purpose.
If there is additional work, the seller has the right to increase the price. Additional work is calculated on the basis of the price-determining factors that apply at the time the additional work is agreed. Changes in the work will in any case result in additional work if there is a change in the design, specifications or the budget or if information provided by the other party does not correspond with reality.

14. Payment terms

If no payment term is stated on the invoice, invoices must be paid by the other party to the seller within 30 days after the date of the invoice, or within another payment term agreed in writing between the other party and the seller, into an account designated by the seller. The seller is entitled to invoice the other party in the meantime by means of partial invoices.
The amount stated on the invoice may be increased by a credit restriction surcharge to be determined by the seller. This surcharge will only be owed by the other party if payment is made after the due date of the invoice.
The other party is obliged to provide sufficient security at the seller's first request for payment of the amount due under the agreement. In the event of failure to comply with this request or failure to comply with it on time, the seller is entitled to suspend delivery or terminate the agreement and recover its damages from the other party.
All amounts owed by the seller to the other party under any agreement shall be immediately due and payable if:

(1) a payment term has been exceeded;

(2) an attachment is made on the property or claims of the other party;

(3) if the counterparty is a company, the counterparty is dissolved, liquidated, goes bankrupt or applies for a suspension of payments;

(4) if the counterparty is a natural person, the counterparty requests to be admitted to judicial debt restructuring, is placed under guardianship or dies.

If payment is not made within the agreed payment term, the other party immediately owes interest to the seller. The interest amounts to 12% per year, but is equal to the statutory interest for commercial transactions (Article 6:119a BW ) if this is higher. The counterparty shall furthermore owe the seller all extrajudicial costs, the amount of which shall amount to at least 15% of the total amount owed by the counterparty to the seller.
If the seller is proven right in legal proceedings, all costs incurred by him in connection with these proceedings shall be borne by the other party.
The right of the other party to offset its claims against the seller is excluded.
The counterparty may grant the seller an authorization to collect amounts owed by the counterparty from the counterparty by direct debit. If the seller collects an amount from the counterparty using such a direct debit, the seller will inform the counterparty of this at least one (1) working day prior to executing the collection by means of a pre-notification. The pre-notification may be communicated separately, as part of the invoice or in another manner to be determined by the seller.

15. Delivery time

The delivery time and/or execution period is determined by the seller approximately. When determining the delivery time and/or execution period, the seller assumes the circumstances known to him at that time. The estimated and stated delivery time and/or execution period is never a fatal term.
If there are circumstances other than those known to the seller when determining the delivery time and/or implementation period, the seller may extend the delivery time and/or implementation period by the time required to implement the agreement under these circumstances. If the work cannot be fitted into the seller's schedule in that case, it will be carried out as soon as his schedule permits.
If there is additional work, the delivery time and/or execution period will be extended by the time required to (have) the materials and components delivered and to perform the additional work. If the additional work cannot be fitted into the seller's schedule, the work will be carried out as soon as his schedule permits.
If there is a suspension of obligations by the seller, the delivery time and/or execution period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into the seller's schedule, the work will be carried out as soon as his schedule allows this.
Any liability of the seller for exceeding the delivery time and/or execution period is excluded.

16. Inspection

The other party has the right to inspect the goods (or have them inspected) before delivery. The inspection is at the expense and risk of the other party. The inspection costs to be borne by the other party include the costs that the seller must make in connection with the inspection.
If inspection shows that (part of) the goods do not comply with the agreement, the other party is obliged to inform the seller of this in writing without delay, stating reasons, and to give the seller the opportunity to comply, failing which the right of the other party to rely on the result of the inspection against the seller shall lapse. The seller may extend the delivery time by the time required to comply.

17. Delivery of goods

Unless the agreement has been concluded electronically, delivery will take place EX WORKS (ex works/ex shop/ex business premises) in accordance with the Incoterms 2010. The risk of the item is transferred at the moment the seller makes it available to the other party. The risk of loading and unloading rests with the other party.
If the agreement has been concluded electronically, delivery will take place EX WORKS (in accordance with the Incoterms 2010) at the address specified by the other party. The risk of the item is transferred at the moment the seller delivers it to that address. The risk of loading and unloading lies with the other party.
The other party accepts the delivered goods taking into account a margin of plus or minus 10% of the agreed number, footage or weight of those goods.
If goods are delivered on the basis of a sample or model, the sample or model shall serve as a reference for the average quality of the goods.
If the other party refuses to accept the goods (in full) after the delivery time has expired or, if the agreement is concluded electronically, at the time of delivery, the seller is entitled:

(1) to store the goods at the expense and risk of the other party, regardless of force majeure on the part of the other party and without prejudice to the obligation of the other party to pay the agreed price;

(2) to terminate the agreement, without any obligation to pay damages to the other party, whereby the other party will reimburse all costs and damages of the seller;

(3) to sell the goods if, in his opinion, further storage of the goods cannot be expected of him.

If delivery on call has been agreed in writing, the other party is obliged to accept the goods according to the agreed call-off and delivery schedule. If a call-off and delivery schedule is lacking, the other party must accept all goods at the first request of the seller within the period set therein.
If delivery free of charge to the work site or on shore has been expressly agreed in writing, the seller is not obliged to transport the goods further than to the point where the vehicle can reach a properly passable (made) terrain, or the vessel can reach a properly navigable water.
In all cases, the other party must ensure that the necessary permits, exemptions and/or licenses are obtained for the transport. The costs associated with these permits, exemptions and/or licenses shall be borne by the other party. The other party is liable for all damage resulting from the lack of the required permits, exemptions and/or licenses.

18. Delivery of work

The work is considered completed when:

(1) the other party has approved the work;

(2) the work has been put into use by the other party. If the other party puts part of the work into use, that part will be considered delivered;

(3) the seller has notified the other party in writing that the work has been completed and the other party has not indicated in writing within 14 days of that notification whether or not the work has been approved;

(4) the other party does not approve the work on the grounds of minor defects or missing parts that can be repaired or delivered within a reasonable period of time and that do not prevent the work from being put into use.

19. Packaging

The seller is entitled to charge the other party for reusable packaging.
In the event of return of the packaging within 7 days by the other party, the amount invoiced pursuant to this article sub a. will be credited to the other party.
The seller is not obliged to provide credit as referred to in this article under b. if the other party does not return the packaging on time or not in good condition, as determined by the seller.

20. Retention of title

The delivery of goods by the seller takes place under application of an extended retention of title. After delivery, the seller remains the owner of all goods delivered by him as long as all his current and future claims with regard to all deliveries of goods and related work, the amounts referred to in article 10 sub b. and e. of these General Terms and Conditions, the costs of collection and his other costs and damages, have not been paid in full.
As long as the delivered goods are subject to retention of title, the other party may not encumber or alienate them outside the normal course of business.
After the seller has invoked his retention of title, he may retrieve all items delivered by him. The other party allows the seller to enter the place where these items are located.
If the seller cannot invoke his retention of title because the delivered goods have been mixed, deformed or copied, the other party is obliged to pledge the newly formed goods to the seller.

21. Advertising

Complaints from the other party regarding defects in the agreed performance must be submitted to the seller in writing and with reasons without delay and in any case within 14 days after delivery of the goods and/or completion of the work.
Defects that cannot reasonably be observed within 14 days will be communicated to the seller in writing and with reasons immediately after observation, but no later than six months after delivery of the goods and/or completion of the work.
After the expiry of the time limit as mentioned in this article under b., the other party can no longer invoke a defect in the agreed performance.
A complaint regarding a delivery will in any case not be honored if the seller is not given the opportunity to investigate such a complaint. At the request of the seller, the other party will return the items to which the complaint relates (or part thereof) in accordance with the provisions of article 18 of these General Terms and Conditions. Until the moment that the seller's permission as referred to in article 18 sub a. of these General Terms and Conditions is granted, the other party will keep the items to which the complaint relates for

own account and risk. A complaint regarding work delivered will in any case not be honored if the seller has not been given the opportunity to investigate the complaint in a suitable manner.

If and to the extent that the seller accepts a complaint regarding delivered goods pursuant to this article, he will, at his own discretion:

(1) to repair the defect;

(2) replace the defective item;

(3) take back the item and credit the other party for the price of the item in question. The other party cannot claim any compensation for damages.

In the event of repair of the defect or replacement of the defective item, the provisions of Article 13 of the General Terms and Conditions shall again apply.

If and to the extent that the seller accepts a complaint regarding work delivered pursuant to this article, the other party is obliged to give the seller the opportunity to deliver the work again. The provisions of article 14 of the General Terms and Conditions shall then apply again.
Filing a complaint does not release the other party from its payment obligations towards the seller. The other party also has no right to suspend

22. Returns

Returns require the prior written consent of the seller.
Any return shipment by the other party must always be made carriage paid, stating the invoice number and the date of delivery.
By accepting the goods returned by the other party, the seller does not acknowledge any failure to comply.

23. Warranty

The seller is responsible for the proper execution of the agreed performance for a period of twelve months after delivery.
The other party cannot invoke a guarantee if:

(1) the defect, in whole or in part, is the result of unusual, improper, injudicious or careless use of a delivered item;

(2) the defect is, in whole or in part, the result of normal wear and tear or lack of or incorrect maintenance;

(3) the defect, in whole or in part, is the result of installation, assembly, modification and/or repair by the other party or by third parties;

(4) the delivered item has been modified, adjusted, used or processed;

(5) the delivered item has been transferred to a third party;

These general terms and conditions apply since: January 1, 2023