General terms and conditions (B2B)

For companies (B2B)

Definitions

Stretchtent Wholesale, 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 to the seller is referred to in these general terms and conditions as the “counterparty” or as the “buyer”.
The parties are the seller and the counterparty 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 carries out work (including orders and acceptance of work).

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

Deviating terms and conditions will only form part of the agreement if and to the extent that the seller and the other party expressly agree 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 makes every effort to protect privacy and therefore handles personal data with care. The seller complies in all cases with applicable laws and regulations, including the General Data Protection Regulation.

4. Quotation

All quotes from the seller are without obligation.
The quotation loses its validity if it is not accepted unconditionally in writing by the other party within 7 days after the date of quotation.
Each quote is based on the information provided by the other party. The other party guarantees the accuracy and completeness of this information.
If the other party does not accept the offer, the seller has the right to charge the other party for all costs associated with the offer.
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/store/warehouse. This means that all costs are borne by 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 time specified by the seller is indicative only. This is never a deadline. If the delivery time is exceeded, the buyer must notify the seller in writing.
The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or the partial delivery has no independent value. In the event of partial deliveries, the 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 will not be liable for any damage suffered by the buyer.
Force majeure shall mean, in any event, 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, flood, earthquake, fire, occupation of a company, strikes, lockouts, 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 is dependent 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 described above occurs as a result of which the seller cannot fulfill its obligations to the buyer, those obligations will be suspended for as long as the seller cannot fulfill 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 is only possible by registered letter.

8. Establishment 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 performed, in whole or in part, by third parties if the seller deems this desirable. The seller guarantees the proper performance of the agreement by these third parties.
The counterparty 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 counterparty 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 for the performance of his work.
The counterparty is liable for all damage, including loss and theft, to the seller's property, such as tools and materials intended for the work, located at the location where the work is being carried out or at another agreed location.
If the other party fails to fulfill its obligations as referred to in this article, sub b. and c., or if the event referred to in article d. occurs, resulting in a delay in the execution of the work, the work will be carried out as soon as the other party fulfills these obligations or replaces the seller's lost or stolen items, and the seller's schedule permits. The other party is liable for all damages incurred by the seller as a result of the delay.
In all cases, the other party must ensure that all necessary permits, exemptions, and/or licenses are obtained for the performance of the agreement. The costs associated with these permits, exemptions, and/or licenses are borne by the other party. The other party is liable for all damages resulting from the lack of the required permits, exemptions, and/or licenses.

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 subparagraph a. of this article remain the property of the seller, regardless of whether the other party has been charged for their production. This data may not be copied, used, or shown to third parties without the express written consent of the seller. The other party owes the seller a penalty of €10,000 for each violation of this provision. This penalty may be claimed in addition to damages under the law.
The other party must return the information and objects provided to them as referred to in subparagraph a. of this article, undamaged and carriage paid, upon first request, within the time limit set by the seller. In the event of a violation of this provision, the other party will owe a penalty of €1,000 per day. This penalty may be claimed in addition to damages under the law.

11. Communication

All 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 other party is responsible for storing and/or printing electronic communications. The version of the electronic communication stored by the seller will serve as proof thereof, unless the other party 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 due to the other party's IT problems, this is at the other party's expense and risk.

12. Advice, designs and materials

The counterparty cannot derive any rights from advice and information from the seller that does not expressly form part of the agreement.
The costs of or relating 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 counterparty 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) costs of packaging;

(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 defined as 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 authorized to pass this price increase on to the other party, provided that the agreement has not yet been fully performed at the time of the price increase. The other party is obligated to pay the price increase simultaneously with payment of the principal amount or the next agreed payment installment.
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 its usual rates. The seller is never obligated to comply with such a request and may require a separate written agreement to be concluded for this purpose.
If additional work is required, the seller has the right to increase the price. Additional work will be calculated based on the price-determining factors applicable at the time the additional work is agreed upon. Changes to the work will in any case result in additional work if there is a change in the design, specifications, or bill of quantities, or if the information provided by the other party does not correspond to 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 of the invoice date, or within another payment term agreed upon 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 interim 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 invoice due date.
The other party is obligated, at the seller's first request, to provide sufficient security, in the seller's opinion, for payment of the amount due under the agreement. If this request is not met or not met in a timely manner, the seller is entitled to suspend delivery or terminate the agreement and recover its damages from the other party.
All amounts owed to the seller by virtue of any agreement are immediately due and payable if:

(1) a payment term has been exceeded;

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

(3) if the counterparty is a company, the counterparty is dissolved, liquidated, becomes 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 the seller interest. The interest is 12% per year, but equal to the statutory interest for commercial transactions (Article 6:119a of the Dutch Civil Code ). if this is higher. The counterparty also owes the seller all extrajudicial costs, the amount of which will 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 counterparty to offset its claims against the seller is excluded.
The other party may authorize the seller to collect amounts owed by the other party via direct debit. If the seller collects an amount from the other party using such a direct debit, the seller will inform the other party of this at least one (1) business 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 determined by the seller.

15. Delivery time

The seller determines the delivery time and/or execution period as an approximation. When determining the delivery time and/or execution period, the seller bases its determination on the circumstances known to it at that time. The estimated and stated delivery time and/or execution period is never a final deadline.
If circumstances exist other than those known to the seller when determining the delivery time and/or execution period, the seller may extend the delivery time and/or execution period by the time necessary to perform the agreement under these circumstances. If the work cannot be accommodated in the seller's schedule in that case, it will be carried out as soon as the seller's schedule permits.
If additional work is required, the delivery time and/or execution period will be extended by the time needed to supply the materials and components and to perform the additional work. If the additional work cannot be accommodated within the seller's schedule, the work will be carried out as soon as the seller's schedule permits.
If the seller suspends its obligations, the delivery time and/or execution period will be extended by the duration of the suspension. If continuation of the work cannot be accommodated within the seller's schedule, the work will be completed as soon as the seller's schedule permits.
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) prior to delivery. The inspection is at the other party's expense and risk. The inspection costs to be borne by the other party include the costs incurred by the seller for the inspection.
If inspection reveals that (part of) the goods do not comply with the agreement, the other party is obligated to immediately notify the seller in writing, giving reasons for this, and to allow the seller the opportunity to comply. Failure to do so will void the other party's right to invoke the inspection results against the seller. The seller may extend the delivery time by the time necessary to comply.

17. Delivery of goods

Unless the agreement is concluded electronically, delivery takes place EX WORKS (ex works/ex shop/ex business premises) in accordance with Incoterms 2010. The risk of the goods passes when the seller makes them available to the other party. The risk of loading and unloading rests with the other party.
If the agreement was concluded electronically, delivery will take place EX WORKS (in accordance with Incoterms 2010) to the address specified by the other party. The risk of the goods passes to the other party when the seller delivers them to that address. The risk of loading and unloading rests with the other party.
The counterparty 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 counterparty, regardless of force majeure on the part of the counterparty and without prejudice to the counterparty's obligation 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 incurred by the seller;

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

If delivery on demand has been agreed upon in writing, the other party is obligated 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 within the specified timeframe at the seller's first request.
If delivery free of charge to work 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 come over properly drivable (made) terrain, or the vessel can come along properly navigable water.
In all cases, the other party must ensure that all necessary permits, exemptions, and/or licenses are obtained for the transport. The costs associated with these permits, exemptions, and/or licenses are borne by the other party. The other party is liable for all damages 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 is considered completed;

(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 counterparty for reusable packaging.
In the event of return of the packaging within 7 days by the counterparty, the amount invoiced pursuant to this article sub a. will be credited to the counterparty.
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 seller's delivery of goods is subject to an extended retention of title. After delivery, the seller retains ownership of all goods delivered until all current and future claims relating to all deliveries of goods and related work, the amounts referred to in Article 10(b) and (e) of these General Terms and Conditions, the collection costs, and other costs and damages have been fully settled.
As long as 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 their retention of title, they may retrieve all goods delivered by them. The other party authorizes the seller to enter the premises where these goods are located.
If the seller cannot invoke his retention of title because the delivered goods have been mixed, deformed or accessioned, 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 notified 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 sub 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 complaint. At the request of the seller, the other party will return the goods 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 the seller's permission as referred to in Article 18(a) of these General Terms and Conditions is granted, the other party will keep the goods to which the complaint relates for

retain possession of the goods at their own expense and risk. A complaint regarding completed work will not be honored if the seller has not been given the opportunity to properly investigate the complaint.

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 remedy 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 is also not entitled to any compensation.

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 the seller accepts a complaint regarding completed work pursuant to this article, the other party is obligated to allow the seller to redeliver the work. The provisions of Article 14 of the General Terms and Conditions will then apply again.
Filing a complaint does not release the other party from its payment obligations to the seller. The other party also has no right to suspend payment.

22. Returns

Returns require the prior written authorization of the seller.
Any return shipment by the counterparty 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 perform.

23. Warranty

The seller guarantees the proper performance of the agreed performance for a period of twelve months after delivery.
The counterparty cannot rely on a guarantee if:

(1) the defect is wholly or partly 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 is, in whole or in part, 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