General Trading Terms & Conditions
SWEDistrib
Renbaanstraat 123/125 2586GA Den Haag
KvK 78186528
Article 1: Definitions
a. SWEDistrib: SWEDistrib BV, established in Renbaanstraat 123/125 - 2586GA The Hague
The Netherlands.
b. Supplier: any entity that provides the goods to SWEDistrib.
c. Customer or Other Party: any (legal) person with whom SWEDistrib has entered into an agreement.
d. Parties: SWEDistrib and Customer together.
Article 2: Applicability
a. These terms and Conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of SWEDistrib.
b. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
c. Parties expressly exclude the applicability of supplementary and/or deviating general terms and
conditions of the Customer or any other (legal) person.
Article 3: Prices
a. All prices used by SWEDistrib are in euros, are exclusive of VAT and exclusive of any other costs such as levies-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
b. SWEDistrib is entitled to adjust all prices for its products or services, proposed to customer, shown in its shop, on its website or otherwise, at any time.
c. Increases in the cost prices of products, which SWEDistrib could not foresee at the time of making an offer or the conclusion of the agreement, may give rise to price increases.
d. The customer has the right to terminate an agreement as a result of a price increase above 5% as referred to in paragraph c.), unless the increase is the result of statutory regulation.
Article 4: Samples / Models
If the customer has received a sample or model of a product, he can not derive any rights from this other than that it is an indication of the nature of the product, unless the Parties have explicitly agreed that the products to be supplied is conform to the sample or model.
Article 5: Intellectual property
a. The Other Party is not allowed to remove or change designations of patents, copyrights, brands, trade names or other intellectual or industrial property rights from or on the goods.
b. The Other Party guarantees the correct use of products in accordance with the instructions of
the products
c. All intellectual property rights relating to the goods delivered by SWEDistrib belong to SWEDistrib or a third party. These rights are not transferred to the Other Party, unless this has been expressly agreed in writing.
d. The intellectual property rights with regard to the website(s) SWEDistrib will refer to, its design and the descriptions, images, photos, video clips and other information, in whatever form, belong
to or are licensed to SWEDistrib.
Article 6: Order
a. It is considered that Parties have entered in an agreement as soon as the Customer gives his consent to order the goods.
b. The Customer will receive a confirmation of his order by email including a copy of the present General Trade Terms and Conditions
Article 7: Payment and Payment term
a. The customer must have paid the full amount within 7 days after delivery of the product unless expressly stated otherwise or agreed otherwise.
b. Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without SWEDistrib having to send the customer a reminder or to put him in default.
c. SWEDistrib reserves the right to make a delivery conditional upon immediate payment
Article 8: Consequences of Late Payment
a. If the customer does not pay within the agreed term, SWEDistrib is entitled to charge an interest of 3% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.
b. When the customer is in default, all costs associated with collecting outstanding claims, both judicial and extrajudicial, are for the account of the Other Party. In any case, SWEDistrib is entitled to charge an extrajudicial costs amounting to 15% of the outstanding amount, with a minimum of € 115.
c. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
d. If the customer does not pay on time, SWEDistrib may suspend its obligations until the customer has met his payment obligation.
e. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the
customer, the claims of SWEDistrib on the customer are immediately due and payable.
f. If the customer refuses to cooperate with the performance of the agreement by SWEDistrib,
he is still obliged to pay the agreed price to SWEDistrib..
Article 9: Right of recovery of goods
a. As soon as the customer is in default, SWEDSITRIB is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
b. SWEDistrib invokes the right of recovery by means of a written or electronic announcement.
c. As soon as the customer has been informed of the claimed right of recovery, the customer must immediately return the products concerned to SWEDistrib, unless the Parties agree to make other arrangements about this.
d. The costs for the collection or return of the products are at the expense of the customer.
Article 10: Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Article 11: Right of retention
a. SWEDistrib can appeal to his right of retention of title and in that case retain the products sold by SWEDistrib to the customer until the customer has paid all outstanding invoices with regard to SWEDistrib, unless the customer has provided sufficient security for these payments.
b. The right of retention of title also applies on the basis of previous agreements from which the customer still owes payments to SWEDistrib.
c. SWEDistrib is never liable for any damage that the customer may suffer as a result of using his right of retention of title.
Article 12: Settlement
The customer waives his right to settle any debt to SWEDistrib with any claim on SWEDistrib.
Article 13: Retention of title
a. SWEDistrib remains the owner of all delivered products until the customer has fully complied with all its payment obligations with regard to SWEDistrib under whatever agreement with SWEDistrib including of claims regarding the shortcomings in the performance.
b. Until then, SWEDistrib can invoke its retention of title and take back the goods.
c. Before the property is transferred to the customer, the customer may not pledge, sell, dispose of or otherwise encumber the products.
d. If SWEDistrib invokes its retention of title, the agreement will be dissolved and SWEDistrib has the right to claim compensation, lost profits and interest.
Article 14: Delivery
a. Delivery takes place while stocks last.
b. Delivery of products ordered takes place at the address indicated by the customer.
c. The Other Party is obliged to purchase the purchased goods at the time when they are made available to him. If the Other Party refuses to take delivery or is negligent in providing information necessary for the delivery, the goods will be stored. SWEDistrib can demand payment of the invoice amount if the delivery had taken place. SWEDistrib is entitled to dissolve the agreement four weeks after the agreed delivery time. All costs resulting from a late or impossible delivery will be charged to the Other Party.
d. SWEDistrib is permitted to deliver sold goods in parts and to invoice each part separately, unless agreed otherwise.
Article 15: Delivery period
a. Any delivery period specified by SWEDistrib is indicative and does not give the customer the right to dissolution or compensation if this period is not met with, unless the Parties have expressly agreed otherwise in writing.
b. The delivery starts once the ordering process is completed and the Customer has received an (electronic) confirmation of his order from SWEDistrib.
c. Exceeding the specified delivery period does not entitle the customer to compensation or the right to terminate the contract, unless if the Parties have agreed upon otherwise.
Article 16: Actual Delivery
The Customer must ensure that the actual delivery of the products ordered by him can take place during usual working hours
Article 17: Transport Costs
SWEDistrib has the right to charge a delivery fee of €14,00 for orders below €70,00
Article 18: Guarantee
a. When products are supplied by suppliers, the warranty towards the Customer is the same as the warranty that SWEDistrib can claim against its supplier.
b. The warranty relating to products only applies to defects caused by faulty manufacture, construction or material
c. The warranty does not apply in the event of normal wear and tear and damage resulting from accidents, changes made to the product, negligence or improper use by the Customer, or when the cause of the defects can not be clearly established
d. The risk of loss, damage or theft of the products that are the subject of an agreement between the Parties, will pass on to the Customer when these products are legally and/or factually delivered, at least are in the power of the Customer or of a third party who receives the product for the benefit of the Customer
Article 19: Complaints, dissatisfaction and returns
a. Complaints regarding observable defects must be reported to SWEDistrib immediately after being noticed. In this case, a maximum complaint period of 12 months applies. Any right of complaint is no longer possible if the goods have already been used. Return shipments of goods are only possible after consultation with the Customer Service department of SWEDistrib.
b. The goods has, in all circumstances, to be sent back to SWEDistrib and the cost of the return shipment will be borne by the client, unless the return results from an error of SWEDistrib.
Article 20: Exchange
Exchange is only possible if the following conditions are met:
● exchange takes place within 7 days after delivery upon presentation of the original invoice
● the product is returned in the original packaging or with the original (price) tags still attached to it
● the product has not been used
Article 21: Indemnity
The Customer indemnify SWEDistrib against all third party claims that are related to the products and/or services supplied by SWEDistrib
Article 22: Complaints
a. The Customer must examine a product or service provided by SWEDistrib as soon as possible for possible shortcomings
b. If a delivered product or service does not comply with what the Customer could reasonably expect from the agreement, the Customer must inform SWEDistrib of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings
c. The Customer gives a detailed description of the shortcomings, so that SWEDistrib is able to respond adequately
d. The Customer must demonstrate that the complaint relates to an agreement between the Parties
Article 23: Giving notice
a. The Customer must provide any notice of default to SWEDistrib in writing
b. It is the responsibility of the Customer that a notice of default actually reaches SWEDistrib (in time)
Article 24: Joint and several Customers liabilities
If SWEDistrib enters into an agreement with several Customers, each of them shall be jointly and severally liable for the full amounts due to SWEDistrib under that agreement.
Article 25 Liability of SWEDistrib
a. SWEDistrib is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence
b. If SWEDistrib is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement
c. SWEDistrib is never liable for indirect damages, such as consequential loss, loss profit, lost savings or damage to third party
d. If SWEDistrib is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates
e. All images, photos, colors, drawings, descriptions on the website or in the catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation
Article 26: Expiry period
Every right of the Customer to compensation from SWEDistrib shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
Article 27: Dissolution
a. The Customer has the right to dissolve the agreement if SWEDistrib imputably fails in the fulfillment of his obligations, unless this shortcomings does not justify termination due to its special nature or because it is of minor significance
b. If the fulfillment of the obligations by SWEDistrib is not permanent or is temporarily impossible, dissolution can only take place after SWEDistrib is in default.
c. SWEDistrib has the right to dissolve the agreement with the Customer, if the Customer does not fully or timely fulfill his obligations under the agreement, or if the circumstances give SWEDistrib good grounds to fear that the Customer will not be able to fulfill his obligations properly.
Article 28: Force majeure
a. In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of SWEDistrib in the fulfillment of any obligation to the customer cannot be attributed to SWEDistrib in any situation independent of the will of SWEDistrib , when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from SWEDistrib
b. The force majeure situation referred to in paragraph a. is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, outbreak etc.); defaults and force majeure of suppliers, delivery men or other third Parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
c. If a situation of force majeure arises as a result of which SWEDistrib cannot fulfill one or more obligations towards the customer, these obligations will be suspended until SWEDistrib can comply with it.
d. From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the agreement in writing in whole or in part.
e. SWEDistrib does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Article 29: Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall timely and in mutual consultation adjust the agreement accordingly.
Article 30: Changes in the general trading terms and conditions
a. SWEDistrib is entitled to amend or supplement these general terms and conditions.
b. Changes of minor importance can be made at any time.
c. Major changes in content will be discussed by SWEDistrib with the Customer in advance as much as possible.
d. The Customer is entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Article 31: Transfer of rights
a. The customer can not transfer its rights deferring from an agreement with SWEDistrib to third parties without the prior written consent of SWEDistrib
b. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Article 32: Consequences of nullity or annullability
a. If one or more provisions of these general terms and conditions prove null or annullable, this will
not affect the other provisions of these terms and conditions.
b. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what SWEDistrib had in mind when drafting the conditions on that issue.
Article 33: Applicable law and competent court
a. Dutch law is exclusively applicable to all agreements between the Parties.
b. The Dutch court in the district where SWEDistrib is established is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise.
c. The costs relating to legal proceedings, including but not limited to the actual costs SWEDistrib incurs for lawyers, bailiffs and translators, will be payable in full by the Customer if the Customer is the party that is completely or mostly unsuccessful in those proceedings.