FOR THE PURPOSE OF DELIVERIES TO BUSINESS CUSTOMERS
Having its registered office at the Kerkstraat 35 in (6871 BH) Renkum
Registered with the Chamber of Commerce under number 09078102
Article 1. Definitions
In these general terms and conditions the following terms are used in the following meaning, unless expressly indicated otherwise:
1. Calo-Care: a trade name of the general partnership Kaatje Katoen, located at the Kerkstraat 35, (6871 BH) Renkum, registered at the Chamber of Commerce under number 09078102 and user of the general terms and conditions within the meaning of article 6:231 under b of the Dutch Civil Code.
2. Buyer: the natural person or legal entity who purchases goods from Calo-Care and who is the other party to the agreement with Calo-Care.
Article 2. Applicability
1. The present general terms and conditions are applicable to any and all proposals, agreements and deliveries of Calo-Care, of whatever nature, unless this applicability is fully or partly expressly excluded in writing and/or unless expressly stipulated otherwise.
2. Any general terms and conditions of the buyer, by any name whatsoever, are expressly rejected. Deviations from and additions to these terms and conditions shall only be applicable if and to the extent that they have expressly been accepted by Calo-Care in writing.
3. Should Calo-Care have permitted deviations from the present general terms and conditions for a short or a longer period of time, whether or not implicitly, then this shall not affect its right to demand direct and strict compliance with these terms and conditions as yet. The buyer cannot derive any rights from the manner in which Calo-Care applies the present terms and conditions.
4. The present terms and conditions are equally applicable to all agreements concluded with Calo-Care for the implementation of which third parties must be relied on. All rights and claims as stipulated in these Conditions and if applicable in additional agreements for the benefit of Calo-Care, are likewise stipulated for the benefit of intermediaries and other third parties used by Calo-Care.
5. Should one or more provisions of the present terms and conditions or of any other agreement concluded with Calo-Care be in breach of a mandatory statutory provision or any applicable legal provision then the relevant provision shall expire and shall be replaced by a new, legally permissible and comparable provision to be established by Calo-Care.
6. The buyer with whom the present terms and conditions were contracted once is deemed to implicitly agree with the applicability of these terms and conditions to an agreement concluded with Calo-Care at a later date.
7. In case of a discrepancy between the content of an agreement concluded by and between the buyer and Calo-Care and the present terms and conditions the content of the agreement shall prevail.
Article 3. Proposals
1. Any and all proposals and offers of Calo-Care are revocable and are made subject to contract, unless indicated otherwise in writing.
2. A complex quotation shall not oblige Calo-Care to deliver a part of the goods included in the proposal or offer or the performance of a part of the activities at a corresponding part of the price quoted.
3. Obvious errors or clerical errors in the proposal of Calo-Care shall not bind Calo-Care.
4. The prices in the proposals and offers of Calo-Care shall be exclusive of VAT and other official duties and exclusive of any costs that may be incurred within the context of the delivery, including transport and packaging costs, unless indicated otherwise.
5. Proposals and offers shall not automatically be applicable to repeat orders.
Article 4. Prices
1. Carlo-Care retains the express right to change the prices, in particular when this is required on the basis of (statutory) regulations. If Calo-Care increases the price by more than 10% of the original invoice amount within three (3) months after the conclusion of the agreement then the buyer shall be authorised to dissolve the agreement with Calo-Care without charge, unless Calo-Care indicates to be willing to implement the agreement at the original price as yet.
2. When an order is under € 100 it is subject to a surcharge of € 7,50. This does not include shipping and handling.
Article 5. Agreement
An agreement is only concluded by Calo-Care’s acceptance of the order in writing. Calo-Care is entitled to refuse orders or attach certain conditions to the delivery, unless explicitly stipulated otherwise. If an order is not accepted, this will be communicated by Calo-Care within ten (10) working days of receiving the order.
Article 6. Payment
1. Delivery will only take place after full prepayment, unless otherwise agreed upon. After receiving payment Calo-Care will proceed with shipment of the order.
2. In the case of order on account, the buyer receives an invoice from Calo-Care after delivery. With each subsequent order, the preceding order must be paid.
3. The payment of invoices must take place within thirty (30) days after the date of the invoice, in a manner to be indicated by Calo-Care in the currency of the invoice.
4. After the expiry of the stipulated payment term the buyer shall be in default by operation of law without any further notice of default being required.
5. As from the moment of default the buyer shall be liable to pay interest on the due and payable amount equal to 1% per month, unless the statutory commercial interest is higher in which instance the statutory commercial interest shall apply. As from that moment any and all judicial and extrajudicial costs that Calo-Care incurs in order to obtain satisfaction – both in and out of court – shall be at the expense of the buyer. In that case the buyer shall be liable to pay compensation equal to at least 15% of the outstanding amount with a minimum of € 150.00 (in words: hundred and fifty euros). Should the costs actually incurred and to be incurred by Calo-Care exceed the aforementioned amount then these costs shall equally qualify for compensation.
Article 7. Delivery
1. Deliveries are made from stock. Non-stock items will be shipped within fourteen (14) to twenty eight days.
2. Lead times provided by Calo-Care are purely for information purposes. Any exceeding of the designated lead time shall not give the buyer any entitlement to compensation or termination.
3. In the event that the delivery has not taken place within one hundred and twenty (120) days after payment has occurred, the consumer is authorised to cancel the payment or to terminate the agreement provided this is necessary. Amounts already paid shall in such cases be refunded by Calo-Care within thirty (30) days at the latest following cancellation or termination.
4. Calo-Care is authorised to employ third parties for the implementation of the agreement.
Article 8. Reservation of title
1. Any and all goods delivered or to be delivered by Calo-Care shall remain the property of Calo-Care up to the moment that the buyer has complied in full with all its payment obligations vis-à-vis Calo-Care on account of any agreement concluded with Calo-Care for the delivery of goods, the performance of activities or the supply of services, including claims in connection with a failure to comply with this kind of agreement. The risks related to the products pass to the buyer at the moment of delivery.
2. A Buyer who acts as a reseller shall only be authorised to sell and deliver the goods that are subject to the reservation of title of Calo-Care to the extent that this falls within the framework of the normal business operations of its company. Calo-Care shall obtain an undisclosed pledge on any and all claims that the buyer obtains vis-à-vis its buyers upon the resale of the goods delivered by Calo-Care subject to the reservation of title in a manner as outlined in article 3:239 of the Dutch Civil Code.
3. If the buyer(also) forms a new good from the goods delivered by Calo-Care then the buyer shall only form this good for Calo-Care and the buyer shall hold the newly formed good for Calo-Care until the buyer has paid any and all amounts payable on account of the agreement; up to the moment of satisfaction in full by the buyer Calo-Care shall in that case be entitled to any and all ownership rights with regard to the newly formed good.
4. The buyer shall not be allowed to establish limited rights on goods that are subject to the reservation of title of Calo-Care. If third parties (wish to) establish (limited) rights on the goods subject to the reservation of title then the buyer shall forthwith inform Calo-Care accordingly.
5. Calo-Care hereby already reserves an undisclosed pledge on delivered goods of which the title has transferred to the buyer due to payment and which are still in possession of Calo-Care, by way of additional security for claims, other than within the meaning of article 3:92 paragraph 2 of the Dutch Civil Code, which Calo-Care may still have vis-à-vis the buyer on any account whatsoever.
6. The buyer is obliged to keep (have kept) the delivered goods subject to the reservation of title separate from other goods, with the required diligence and recognisable as property of Calo-Care.
7. The buyer is obliged to insure the goods against fire, explosion and water damage as also against theft during the period of the reservation of title and to on demand provide Calo-Care insight into the policies of said insurances. Any and all claims of the buyer vis-à-vis insurers of the goods on account of the aforementioned insurances shall, if so desired by Calo-Care, be pledged to Calo-Care in an undisclosed manner by way of additional security for the claims of Calo-Care vis-à-vis the buyer.
8. If the buyer does not comply with its obligations or if there is justified fear that the buyer shall not do so then Calo-Care shall be authorised to remove or have removed the goods delivered on which the reservation of title has been established from the buyer or third parties that keep the goods for the buyer. The buyer shall be obliged to lend its full cooperation to this subject to a penalty of 10% per day of the amount payable by the same.
Article 9. Warranty
1. Calo-Care shall ensure that all items to be delivered by it are of the usual quality for this purpose, are fit for purpose and meet the requirements that can reasonably be made with regard to the requirements explicitly agreed between the parties.
2. Drawings, technical descriptions, specimens, samples, images, colours, sizes and indications of materials used shall be stated by Calo-Care in good faith and as precise as possible. However, these informative data shall not be binding. Deviations in respect of goods delivered occurring within the margins that are customary in the industry must be accepted and shall not give the consumer a right to complain, replacement, compensation of damage or any other right, unless the agreement expressly provides for a smaller margin in respect of deviations.
3. The warranty is established in accordance with applicable law, whereby Calo-Care exchanges or repairs the items in the event of defects. If an item cannot be repaired - or if the exchanged item also presents defects - the buyer shall be authorised to return the items under the refund of the full purchase sum. In mutual consultation, it is also possible that the buyer may keep the items and Calo-Care may refund a part of the purchase sum.
Article 10. Returns
1. The buyer is obligated to inspect the goods delivered and quantities. If the quantities are not right or if the items delivered prove to be non-compliant, the buyer must notify Calo-Care by e-mail within seven (7) days. If the buyer’s complaint is well-founded, Calo-Care will replace the items or, if replacement is not reasonably possible, credit the buyer’s invoice. Calo-Care shall bear the costs of return shipment if the buyer’s complaint is well-founded.
2. If the buyer wishes to return one or more items pursuant to paragraph 1 of this article, the buyer must follow these steps:
a. Send an e-mail to [email protected] to make us aware of your return shipment. Calo-Care will then send you a return form. Mention the order number or the invoice number of the order in the e-mail subject. Also indicate the reason why you are returning the items.
b. Attach the filled in returns form to the returned items. Pack the items so that damage to the item and packaging is avoided. Damaged items and/or packaging cannot be returned to Calo-Care.
c. Send the items with sufficient postage to: Calo-Care, Kerkstraat 35, 6871 BH Renkum, Netherlands. Unstamped return shipments are not accepted.
Article 11. Electronic communication and proof
1. Calo-Care is not liable for mistaken, corrupted, delayed or the improper transferral of data and notifications as a consequence of the use of internet or any other form of communication between the buyer and Calo-Care, or between Calo-Care (or third parties engaged by it), unless and in so far as there is intent or gross negligence on the part of Calo-Care.
2. The administration of Calo-Care qualifies as full proof of the existence, the content and the execution of the agreement with the buyer in a possible juridical procedure, subject to counter-evidence provided by the party that invokes the fact that the evidence is unreliable.
Article 12. Force majeure
1. Without prejudice to other rights to which it is entitled, in the case of force majeure, Calo-Care has the right if it so desires to suspend the execution of the order or dissolve the agreement without judicial intervention, by notifying the buyer in writing and without Calo-Care being liable for any compensation, unless this would be unacceptable according to the standards of reasonableness and fairness under the given circumstances.
2. Force majeure is understood to mean every shortcoming that cannot be attributed to Calo-Care, because no blame is attributable to it and it cannot be held responsible pursuant to the law, legal act or generally accepted practice.
Article 13. Applicable law and choice of forum
1. All agreements concluded and to be concluded by Calo-Care shall be governed by Dutch law.
2. All disputes, including those that are only considered as such by one of the parties, which arise pursuant to an agreement to which the present terms and conditions are fully or partly applicable or pursuant to other agreements that arise from such an agreement, shall be settled by the competent court in the district where Calo-Care has its registered office, unless a mandatory statutory provision opposes such. This shall not alter the fact that Calo-Care may agree with the buyer to have the dispute settled by means of independent arbitration.