Terms and conditions
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GENERAL SALES AND CONDITIONS OF USE Air-Mai, 1318AJ 43 Almere.
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Air-Mai guarantees that the products and / or services comply with the agreement, the specifications stated in the offer, the reasonable requirements of reliability and / or usability and the legal provisions existing on the date of the conclusion of the agreement. and / or government regulations.
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Article 1. Definition
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Paragraph 1: In these general terms and conditions the following definitions apply:
- Contractor: the user of these general terms and conditions
- Client: the person who has a (pre-) contractual relationship with the Contractor.
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Paragraph 2: Where in these general terms and conditions reference is made to “goods”, this is understood to mean both the goods to be delivered by the Contractor and the services to be provided by it, including advice and creative expressions.
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Paragraph 3: Where these general terms and conditions, or the agreement concluded between the Contractor and the Client, refer to an internationally defined clause (e.g. COD, ex-works, CIF, etc.), such a clause should be understood in the sense of the Incoterms 2000 published by the International Chamber of Commerce.
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Article 2 Applicability.
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Paragraph 1: Unless otherwise agreed in writing, these general terms and conditions of sale and delivery apply to every contract between the Contractor and the Client.
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Paragraph 2: The provisions of the previous paragraph also apply to (further or additional) agreements between the Contractor and the Client, whereby the applicability of these general sales and delivery conditions is not further (explicitly) invoked.
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Article 3 Offers.
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Paragraph 1: All offers made by the Contractor in whatever form are without obligation for the Contractor, unless they contain a term for acceptance for the Client and are accepted by it in writing within this period.
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Paragraph 2: Even after acceptance within the meaning of the previous paragraph, the Contractor has the right to revoke the offer within two days of receipt of that acceptance without being liable for damages.
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Paragraph 3: Images, catalogs provided by or to the Contractor are subject to changes and do not bind the Contractor.
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Article 4 Prices.
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Paragraph 1: Unless otherwise agreed in writing, all quotations are subject to price changes.
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Paragraph 2: Unless otherwise agreed in writing, the Contractor's prices are exclusive of VAT and other taxes, levies and fees levied by the government.
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Paragraph 3: All costs of printing or related work will be charged separately and are not included in the agreed prices unless expressly agreed otherwise.
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Paragraph 4: If any increase in price-determining factors occurs after the acceptance of an assignment or during the performance of the agreement, which the Contractor cannot reasonably influence, including a reduction in the value of agreed payment methods, the Contractor is entitled to pay the agreed price accordingly. even if this was foreseeable at the conclusion of the agreement.
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Paragraph 5: In the event of product development, advice for promotional products to be applied, advice regarding creative concepts, quotations for extensive projects with printed or unprinted products, national or international market research into specific products or product requests for products not specifically described. - in all cases which do not provide for the delivery of specifically described goods - a compensation amounting to an hourly rate or fixed rate to be agreed in advance between the parties.
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Article 5 Delivery
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Paragraph 1: Stated delivery times will never be regarded as deadlines, unless expressly agreed otherwise. In case of late delivery, the Contractor must therefore be given written notice of default.
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Paragraph 2: The delivery time starts at the latest of the following times:
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A. the day of the conclusion of the agreement.
B. the day of receipt by the Contractor of the documents, data, permits and the like necessary for the performance of the agreement.
C. the day of receipt by the Contractor of that which, according to the agreement, may have to be paid by the Client in advance.
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Paragraph 3: In the event that the Contractor is instructed to supply products specially processed or assembled for the benefit of the Client, the Client is obliged to supply directly reproducible material of good and durable quality.
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Paragraph 4: The Contractor is only obliged to send a proof / sample to the Client in advance for approval if this has been stipulated in writing by the Client before the assignment is given. In that case, the Contractor undertakes, no later than five weeks after receipt of the order for this and - in the event that materials to be reproduced are sent - after receipt of those materials, to submit a proof / sample to the Client, which proof / sample is deemed to be approved if not within five working days after the date on which the proof / sample was sent to the Client, a different notice is given in writing.
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Paragraph 5: The contractor has the right at all times to determine that certain articles will only be delivered in certain minimum quantities.
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Paragraph 6: The Contractor reserves the right to deliver and invoice a maximum of 10% more or less than the agreed quantity in the case of products specially composed for the Client.
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Paragraph 7: The Contractor may send goods in parts, after prior consultation, whereby each shipment is payable separately.
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Paragraph 8: Unless otherwise agreed in writing, without prejudice to the prices stated above, the prices stated by the Contractor are based on delivery ex factory, warehouse or other storage location, exclusive of turnover tax, import obligations or other taxes, levies or obligations and exclusive of the costs of loading and unloading, transport and insurance.
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Paragraph 9: Unless otherwise agreed in writing, delivery of goods will take place ex warehouse, in which case the goods will be deemed to have been delivered by the Contractor and to have been accepted by the Client as soon as the goods reach the Client.
offered and / or as soon as the goods have been loaded in or onto the means of transport.
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Paragraph 10: Unless otherwise agreed in writing, the transport will take place at the risk and expense of the Client, even if the carrier has explicitly stipulated that all transport documents must state that all damage resulting from the transport is at the expense and risk of the sender.
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Paragraph 11: If the Contractor makes samples available to the Client, the Client is obliged to return the samples to the Contractor, undamaged and in the original packaging, free of charge within fourteen days of receipt.
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Paragraph 12: If the Contractor shows or provides a model, sample or example, this is only done by way of indication: the characteristics of the goods to be delivered may deviate from the sample, model or example.
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Article 6 Advisory activities and confidentiality.
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Paragraph 1: The Contractor undertakes to carry out an assignment given by the Client in a careful manner and, if requested, will inform the Client in advance about the working method. Within the limits of the agreement, the Contractor will make every effort to meet the wishes of the customer with regard to the quality of the (advisory) services to be provided.
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Paragraph 2: The Contractor is authorized to make use of the services of third parties in the performance of the agreement and is thereby not liable for shortcomings of third parties engaged by it. The Contractor is authorized by the Client to accept any liability limitations of third parties on behalf of the Client.
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Paragraph 3: Both parties are obliged to maintain the confidentiality of all confidential data and / or information that they have obtained from each other or from another source within the framework of their agreement, even after the relationship has ended. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of that information. The data and / or information provided back and forth will only be used by the parties for the purposes for which they were provided.
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Paragraph 4: If a party, on the basis of a statutory provision or a court decision, is obliged to provide confidential data and / or information to third parties designated by law or the competent court, and this party cannot rely on a legally, or recognized or permitted by the competent court, this party is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused by this.
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Article 7 Force majeure.
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Paragraph 1: If the delivery is prevented in whole or in part due to force majeure, the Contractor is entitled to suspend the delivery, or to dissolve the agreement in whole or in part, insofar as it has not been performed, and to demand payment for the parts that have been performed, all this without being obliged to pay any compensation to the Client.
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Paragraph 2: In these general terms and conditions of sale and delivery, force majeure is understood to mean any circumstance beyond the will of the Contractor - even if this could already have been foreseen at the time of the conclusion of the agreement - that permanently or temporarily prevents fulfillment of the agreement. , as well as to the extent there not already included, war, danger of war, civil war, riots, strike, lockout of workers, transport difficulties, fire and / or serious disruptions in the company of the Contractor or its Contractors.
Article 8 Complaints.
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Paragraph 1: Complaints regarding externally visible defects must be made in writing within eight days after delivery of the goods, if they are exceeded, the Contractor is not obliged to pay any form of compensation.
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Paragraph 2: Complaints regarding defects that are not externally visible must be made in writing within eight days after discovery, until the end of three months after delivery of the goods, which term is to be regarded as the expiry date.
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Paragraph 3: Complaints regarding the amount of the invoices sent by the Contractor must be reported in writing within eight days of the invoice date, which term is to be considered the expiry date.
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Paragraph 4: For the services, goods and / or raw materials supplied by the Contractor, but obtained by it from third parties, the provisions in the previous paragraphs only apply insofar and to the extent that the third-party Contractor of those services, goods and / or raw materials has given a guarantee to the Contractor.
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Paragraph 5: Goods recognized as defective by the Contractor will either be replaced by him or be credited in the purchase amount, excluding any other form of (additional) compensation obligation.
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Paragraph 6: Return may only take place after written approval from the Contractor, but is at the expense and risk of the Client and does not imply any acknowledgment of liability.
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Article 9 Retention of title.
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Paragraph 1: The Contractor reserves the ownership of all goods delivered by it to the Client until the purchase price for all these goods has been paid in full.
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Paragraph 2: If the Contractor carries out work to be paid for the Client in the context of the agreement concluded with the Client, the retention of title also applies until the Client has also fully paid this claim of the Contractor.
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Paragraph 3: The retention of title also applies with regard to claims that the Contractor may acquire against the Client due to the Client's failure to fulfill one or more of its obligations towards the Contractor.
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Paragraph 4: As long as the ownership of the delivered goods has not passed to the Client, the latter may not pledge the goods or grant any other right to them to a third party other than in the context of the normal course of its business whereby the Client undertakes sale on credit, to stipulate a retention of title from its buyers on the basis of the stipulated article.
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Paragraph 5: The Client undertakes not to assign or pledge claims that it obtains against its customers to third parties and furthermore undertakes to pledge the said claims, as soon as the Contractor indicates the wish to do so, to it in the manner indicated in art. 3: 239 BW as additional security for its claims for whatever reason against the Client.
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Paragraph 6: If the Client fulfills its payment obligations towards if the Contractor has good reason to fear that he will fail to fulfill these obligations, the Contractor is entitled to take back the goods delivered under retention of title. After repossession, the Client will be credited for the market value, which will in no case be higher than the original purchase price less the costs incurred for the repossession.
Article 10 Payment and Default.
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Paragraph 1: Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the Contractor must be made without discount within 14 days after the invoice date in a payment method specified by the Contractor, which term is to be regarded as a deadline.
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Paragraph 2: Unless explicitly agreed otherwise, all payments by the Client, however made, are firstly deducted from the costs, then against the interest that has arisen and finally against the principal amount of the oldest unpaid invoices.
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Paragraph 3: Set-off or other forms of set-off are never permitted without an express written agreement.
Paragraph 4: The Contractor is at all times entitled before delivering or continuing with the delivery, in its opinion, to require sufficient advance payment or security for the fulfillment of the payment obligations of the Client, whereby the Contractor is entitled to suspend further deliveries if The Client does not meet this requirement, even if a fixed delivery time has been agreed, all this without prejudice to the Contractor's right to claim compensation for damage due to late or non-performance of the agreement.
Paragraph 5: If the Client does not pay within the agreed term, he is in default by operation of law and the Contractor has the right, without any notice of default, to charge him an interest amounting to 2% above statutory interest from the due date of the unpaid invoice or invoices. minimum interest rate of 12% per year on the invoice amount.
Paragraph 6: All extrajudicial collection costs to be incurred by the Contractor are for the account of the Client and are calculated in proportion to the outstanding amount in the manner as indicated below, on the understanding that they will amount to at least € 70. The extrajudicial collection costs are calculated on the principal sum to be claimed, as follows:
on the first ...... € 3,000 15%
on the excess up to € 6,000 10%
on the excess up to € 15,000 8%
on the excess up to € 60,000 5%
on the excess above € 60,000 3%
Paragraph 7: If the Client is in default, from that moment onwards all outstanding at the Contractor to the Client
claims immediately due and payable.
Article 11 Liability and Indemnity.
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Paragraph 1: Except in the case of gross negligence or willful misconduct on the part of the Contractor or managerial subordinates of the Contractor, the Contractor is not liable for costs, damage or interest arising as a result of acts or negligence of the aforementioned persons or other subordinates of the Contractor or persons employed by the Contractor to execute the agreement.
Paragraph 2: Any liability of the Contractor for trading loss or other indirect damage is expressly excluded.
Paragraph 3: Any advice provided by the Contractor is given to the best of its knowledge. Contractor
does not, however, accept any liability for advice provided. Advice provided does not relieve the Client of the obligation to conduct its own investigation into the suitability of the goods to be delivered and / or services to be provided for the intended purpose.
Paragraph 4: The Client indemnifies the Contractor against claims and / or claims from third parties - including personnel, customers and suppliers of the Client - with regard to damage in connection with goods and services supplied by the Contractor. The other liability is limited to the amount that is paid out in the relevant case under the professional liability insurance taken out by the Contractor.
Paragraph 5: The Client indemnifies the Contractor against claims from third parties related to or arising from intellectual property rights with regard to the goods and services referred to in the previous paragraphs.
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Article 12 Cancellation.
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Paragraph 1: Cancellations must at all times be made in writing and require the Contractor's permission, to which permission the Contractor may attach conditions.
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Paragraph 2: In the event of a unilateral cancellation of the agreement by the Client not permitted by these terms and conditions, this compensation is due in respect of costs incurred and lost profit.
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Paragraph 3: If the Client refuses to receive the goods and / or data to be delivered after the offer by the Contractor, the order will be deemed to have been canceled and the provisions of the previous paragraph will apply mutatis mutandis.
Article 13 Intellectual property rights.
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Paragraph 1: All intellectual property rights with regard to advice, items, drawings, sketches, diagrams, samples, models, tools, etc. that are used by the Contractor (remain) vested in the Contractor. Except with the prior written consent of the Contractor, the aforementioned advice, goods, etc., may not be used by the Client for any other purpose than the performance of the agreement between the Contractor and the Client.
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Paragraph 2: The Client will inform the Contractor within two working days after a third party claims that products delivered or advice provided by the Contractor infringe the intellectual property rights of (those) third parties.
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Paragraph 3: In the event of such a claim, only the Contractor is authorized to put up a defense on behalf of the Client or to take legal measures against that third party. The Client will refrain from all such measures insofar as this can reasonably be expected of him. In all cases, the Contractor will cooperate with the Client.
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Paragraph 4: The Client indemnifies the Contractor against claims from third parties, which related to or arising from intellectual property rights with regard to the goods and services referred to in the previous paragraphs.
Article 14 Disputes / applicable law.
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Paragraph 1: All agreements to which these terms and conditions apply in whole or in part are governed by Dutch law.
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Paragraph 2: All disputes that may arise as a result of these terms and conditions or any related agreement will be settled by the competent court of the District Court of The Hague, except and if this is not permitted by mandatory legal rules.
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Paragraph 3: Unless otherwise expressly agreed in writing, all legal claims to which these general terms and conditions give rise to the Client will lapse after one year has elapsed since the delivery date.
Article 15 Reflection time and costs
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Paragraph 1: The client has 14 calendar days to consider. After receipt of the return, the return will be checked for completeness. The contractor is legally obliged to refund the purchase amount and the delivery costs.
Paragraph 2: The right to the reflection period will lapse
• Products that have been adapted or sawn in accordance with wishes / specifications. (eg lengths of stair strip or aluminum profiles);
• Products that are clearly personal in nature or cannot be returned due to their nature;
• Audio and video recordings and computer software of which the seal has been broken;
• Items that have been unsealed or items that have been installed or registered;
• Opened consumables;
• Redeemed or completed vouchers and credit notes;
• Products that are damaged or incomplete.
Paragraph 3: The contractor is not responsible for the return costs of goods for which the client is to blame.