STANDARD TERMS AND CONDITIONS of GLEN DIMPLEX BENELUX B.V.
Filed with the Chamber of Commerce Noord Nederland under no 16084292
Art. 1 General
1.1 In these Standard Terms and Conditions, “Glen Dimplex” refers to the private limited liability company [besloten vennootschap met beperkte aansprakelijkheid] Glen Dimplex Benelux B.V., with its registered office at Saturnus 8, (8448 CC) Heerenveen.
1.2 The Standard Terms and Conditions govern all quotations, deliveries and all agreements between Glen Dimplex and a contracting party, hereinafter referred to as “the other party”, unless explicitly agreed otherwise in writing.
1.3 The applicability of any standard terms and conditions operated by the other party is rejected expressly.
1.4 In the event any provision of these Standard Terms and Conditions is void or non-binding in full or in part, the remaining provisions of these Standard Terms and Conditions remain in full force.
Art. 2 Quotations and proposals; forming an agreement
2.1 All quotations and proposals from Glen Dimplex are without obligation, unless agreed otherwise in writing.
2.2 An agreement is formed when Glen Dimplex confirms a verbal or written order in writing. An agreement is also formed when Glen Dimplex implements an order.
2.3 On entering into an agreement and before any performance or further performance, Glen Dimplex is entitled to require the other party to provide adequate security that it will meet or has met its payment obligations or other obligations.
2.4 Glen Dimplex is authorised to engage third parties for a correct performance of the agreement. The costs are passed on to the other party.
Art. 3 Prices
3.1 The price lists issued by Glen Dimplex are without obligation, unless explicitly stated otherwise in writing.
3.2 Glen Dimplex reserves the right to charge the other party a pro-rata price increase if one or more price-determining factors are increased after concluding the agreement, including wages, premiums, materials, and share-price changes.
Art. 4 Delivery
4.1 Glen Dimplex takes care of the transport of the products that are delivered pursuant to the agreement with the other party to the other party, unless explicitly agreed otherwise in writing. The other party is obliged to enable Glen Dimplex to deliver the products to the other party on the agreed day of delivery.
4.2 Glen Dimplex is entitled to deliver an order in parts and to invoice the delivered products separately.
4.3 All delivery periods quoted by Glen Dimplex are given as an approximation and cannot be deemed a strict deadline, unless agreed otherwise in writing. Any excess of the delivery period does not entitle the other party to dissolve and/or nullify the agreement and/or to damages.
4.4 Any objections against the delivered products shall be reported by the other party to Glen Dimplex in writing within eight days of delivery of the products, at pains of expiry of the right to claim subsequently that the delivery was not in line with the agreement.
Art. 5 Payment
5.1 Unless agreed otherwise in writing, the other party will make a payment within 30 days of the invoice date.
5.2 The other party cannot invoke suspension or offset in respect of invoices sent by Glen Dimplex.
5.3 In the event of non-payment within the period referred to in paragraph 1, the other party is in default without requiring a notice of default and is liable for statutory interest. In that situation Glen Dimplex shall be entitled to claim immediate payment of all overdue invoices and to suspend further deliveries immediately. All extra-judicial costs incurred by Glen Dimplex due to the other party’s non-compliance with any obligation by virtue of an agreement shall be borne by the other party.
5.4 The payments made by the other party always serve to settle any payable interest and costs and then the claims from the agreement that have been overdue for the longest period of time, even if the other party states that the settlement pertains to another claim.
5.5 In the event of liquidation, insolvency, bankruptcy or a moratorium of the other party, the claims on the other party shall become due and payable immediately.
Art. 6 Retention of title
6.1 All products supplied by Glen Dimplex remain property of Glen Dimplex until the other party has fully settled all claims regarding the considerations for the products delivered or to be delivered to the other party by Glen Dimplex pursuant to the agreement or activities performed or to be performed for the other party pursuant to such an agreement and regarding claims due to failing to comply with such agreements.
6.2 Before the ownership of the Glen Dimplex products has transferred to the other party, the other party is not entitled to transfer those products to third parties in ownership, as collateral or otherwise.
6.3 The other party is bound to provide Glen Dimplex or its authorised representative access to the room or place that contains the delivered products that are subject to a retention of title in order to enable Glen Dimplex or its authorised representative to identify or make safe the products. The other party shall grant full cooperation and failing which forfeits an immediately payable fine of 10% of the amount payable by the other party for every day it fails to cooperate with Glen Dimplex.
6.4 In the event third parties wish to establish or exercise rights on products that are subject to Glen Dimplex’ retention of title, the other party undertakes to inform Glen Dimplex immediately and to inform the third party in question of Glen Dimplex’ retention of title.
6.5 The other party is bound to insure the products, at its expense, whilst they are not its property against at least the risk of fire and theft under the usual conditions.
Art. 7 Force Majeure
7.1 The other party cannot demand Glen Dimplex to comply with its obligations under the agreement if the late or non compliance by Glen Dimplex results from or is caused directly or indirectly by force majeure.
7.2 Force majeure refers to circumstances that impede compliance with the undertaking and that are not attributable to Glen Dimplex, nor are at Glen Dimplex’ expense pursuant to the law, a legal act or general accepted opinion. Force majeure includes, but is not limited to, the following events and/or situations: decisions and measures of any government, the absence of required permits or other formalities of governments of whichever nature, industrial conflicts, lack of personnel, shortage of raw materials or parts, lack of or delays in transport, theft, involuntary loss of possession or destruction or damage of plant and equipment or business details and the improper or late performance by suppliers or other contractors of Glen Dimplex. Force majeure also includes circumstances that make compliance with the delivery obligation more difficult for Glen Dimplex. This includes products to be supplied by third parties not complying with quality requirements imposed by Glen Dimplex.
7.3 Glen Dimplex is also entitled to invoke force majeure if the circumstance that impedes compliance or further compliance occurs after Glen Dimplex should have met its obligations.
7.4 In the event it is prevented from complying with the agreement with the other party as a result of force majeure, Glen Dimplex is entitled to dissolve the agreement in full or in part, out of court, unilaterally by means of a registered letter without the other party being entitled to any damages. In the event the inability to comply on the side of Glen Dimplex due to force majeure continues for more than two months, the other party is entitled to dissolve the agreement out of court by means of a registered letter, in which case the other party cannot claim any damages either.
Art. 8 Liability
8.1 Glen Dimplex is not liable for damage, caused by conduct of itself and/or persons it engages, unless this damage is the result of gross negligence or intent on the part of Glen Dimplex.
8.2 Glen Dimplex is not liable for inexpert use and/or incorrect installation by third parties of products supplied by Glen Dimplex, nor for damage that is the result of using the products for a purpose other than for which it is suitable by objective standards and/or the instructions as supplied with the products.
8.3 Glen Dimplex is not liable for indirect damage, including consequential damage, loss of profits, missed savings and damage due to business interruptions.
8.4 Glen Dimplex’ liability is limited at all times to the amount that is paid by Glen Dimplex’ liability insurer plus the applicable excess. In the event the insurance company does not pay for whichever reason or the damage was not covered by the insurance, Glen Dimplex’ liability is limited to the net invoice value of the supplied goods.
Art. 9 Guarantee
9.1 Glen Dimplex guarantees that all the supplied products are of good quality, free from essential imperfections in materials used, complete and fit for purpose and comply with the statutory requirements and government provisions of the country of destination during the period referred to in paragraph 2, on condition that:
A. All the instructions issued by Glen Dimplex in respect of the installation, the use and the maintenance were strictly met;
B. The products were only used for the purpose for which they were intended;
C. Repairs and/or modifications to the products were only carried out by Glen Dimplex or after consultation with Glen Dimplex by a third party approved by Glen Dimplex;
D. The condition of the product was not changed;
E. The product is property of the first end user; the guarantee expires after the first end user sells the products on to another;
F. Anything that Glen Dimplex may claim from the relevant agreement with the other party has been paid in full;
G. The product has been used for domestic use and not professionally, unless agreed otherwise.
9.2 The guarantee referred to in paragraph 1 applies to all products supplied by Glen Dimplex for a period of 24 months, starting from the date on which the first end user purchased the product from the other party, but for no longer than a period of 36 months from the production date. The latter maximum period does not apply to products of the brands Carmen and EWT.
9.3 By virtue of the aforementioned warranty, Glen Dimplex is obliged to repair any defects and imperfections that occur during the warranty period free of charge, except for defects or imperfections that are the result of normal wear of or damage to the product.
Art. 10 Suspension and dissolution
10.1 Without a prior written notice of default and without judicial intervention, Glen Dimplex is entitled to suspend compliance with the obligation pursuant to the agreement or to dissolve the agreement with the other party unilaterally by means of a registered letter, without the other party being able to claim any damages if;
A. Prior to the time of delivery, the other party proves to be uncreditworthy;
B. The bankruptcy or composition of the other party has been pronounced, the other party enters into liquidation voluntarily or compulsorily, or ends up in a similar situation, including the situation where it loses control over a substantial part of the assets or ceases its business;
C. The other party is put under administration or guardianship;
D. There are attributable shortcomings in complying with any obligation in the framework of the agreement on the part of the other party and the other party does not use the reasonable period to comply with this obligation after all.
Art. 11 Applicable law and competent court
11.1 All legal relationships between Glen Dimplex and the other party are governed solely by Dutch law.
11.2 The provisions of the Vienna Sales Convention do not apply, whilst the scope of any other current or future international rules regarding the purchase of moveable goods can also be excluded by the parties.
11.3 Any disputes that arise in connection with implementing any agreement between Glen Dimplex and the other party shall only be decided on by the competent court in the Noord-Nederland sub-district.