Terms and Conditions McCall InterTrade
General Terms and Conditions Version: 2018-April
Below are the general terms and conditions that apply at McCall InterTrade B.V., registered with the Chamber of Commerce under trade register number 18026784.
Article 1. Scope
1.1. These general terms and conditions apply to all orders related to products and services accepted by McCall InterTrade B.V., hereafter referred to as supplier. Any reference by the reseller, hereafter referred to as buyer, to their own terms and conditions (of purchase) will not be accepted by the supplier. Parties can only legally deviate from these general terms and conditions if this is explicitly agreed and set out in writing;
1.2. The most recent general terms and conditions are stated on the supplier's website and will be binding. Any changes to the general terms and conditions will be incorporated into the general terms and conditions stated on the website. The general terms and conditions are subject to change and typing and/or spelling mistakes;
1.3. All prices given in these terms and conditions are exclusive of VAT.
Article 2. Agreement
2.1. The offers issued by the supplier are free from obligation and based on fulfilment of the
2.2. agreement by the supplier under normal conditions and during normal working hours;
2.3. Every order becomes effective by means of a written order confirmation starting from the date of the confirmation;
2.4. Oral commitments by and agreements with supplier's employees will only be binding upon the supplier if these are recorded and confirmed in writing by the supplier.
Article 3. Deliveries
3.1. All regular orders are subject to an indicative term of delivery of 3 - 5 working days. Orders that involve padded armrests and/or modifications are subject to a term of delivery of 10 working days;
3.2. The term of delivery is based on the working conditions applicable at the time of concluding the agreement and on timely delivery of the materials required and/or ordered by the supplier. If, through no fault of the supplier, a delay occurs as a result of a change in said working conditions or because the materials required and/or ordered that are needed for fulfilment are not delivered on time, the term of delivery will be extended for as long as necessary;
3.3. Without prejudice to the provisions on extension of the term of delivery elsewhere in these general terms and conditions, the term of delivery will be extended by the duration of the delay that occurs on the part of the supplier as a result of non-compliance with arrangements that the supplier's suppliers make with the supplier, and applies to any obligation ensuing from the agreement or the co-operation that can be required of them in fulfilment of the agreement;
Article 4. Transport and insurance
4.1. The supplier will charge forwarding costs for every delivery, except for deliveries within the Netherlands that exceed a value of €150 excl. BTW. The standard forwarding costs will be stated on the invoice associated with each order. Non-standard forwarding costs will be charged on the basis of actual costs. The standard rates are stated on our website.
4.2. Any additional costs of express deliveries will be at the buyer's expense;
4.3. Under certain circumstances related to guarantee and return, no forwarding costs apply. For a further explanation, see the specific 'Conditions of Guarantee' and/or 'Conditions of Return';
4.4. The product will be considered to have been delivered when the recipient of the delivered product
4.5. has signed the (digital) consignment note/packing note. Once the product is considered delivered, the buyer will bear the risk of any direct and indirect damage to or resulting from this product, except for gross negligence or intent that can be attributed to the supplier. If the buyer, after having been given notice of default, still fails to purchase the product, the supplier will be entitled to charge the buyer for the cost of storage of the product. Standard AVC transport insurance will only be included in the invoice amount for deliveries Delivered Duty Paid.
Article 5. Consignment
Consignment of goods is only possible under an agreement concluded between the supplier and the buyer.
Article 6. Prices
6.1. Sales prices stated by the supplier are exclusive of sales tax and other government charges applicable to sale and delivery and are based on delivery Delivered Duty Paid, unless an invoice amount in the Netherlands of more than €150 applies (exclusive of VAT, packing, forwarding, assembly and installation costs), at cost prices applicable on the date of the order (unless stipulated otherwise in these terms and conditions);
6.2. The retail sales prices stated by the supplier must be considered a guideline for pricing in line with the market. The supplier reserves the right to hold buyers to account for any anti-competitive deviations.
6.3. The supplier has the right to charge for any price-increasing factors, including: increase in cost prices and rates for materials, wage costs, social security charges, taxes, transport costs, (factory) prices of suppliers, as well as formation of the contract, to the buyer. If the buyer fails to respond in writing within five working days from being informed of the price increase, it is assumed that the buyer agrees.
Article 7. Copyright
All information provided by the supplier (such as promotional material, information on the supplier's website, terms and conditions, manuals and price lists) and the data, illustrations, sounds, texts and combinations of these included therein and the software are protected by copyright and database rights. These rights are vested in the supplier. Without the supplier's prior written consent, no part of this information may be copied;
Article 8. Retention of title
8.1. The title to the product passes to the buyer when all payments due from the buyer to the supplier pursuant to delivery or work, including interest and costs, have been paid to the supplier in full.
Article 9. Payment
9.1. Unless explicitly agreed otherwise, payment must be made in advance;
9.2. If the term agreed in Article 9.1. is exceeded, the supplier will be entitled, without any notice of default being required, to charge the buyer interest from the due date at a percentage in accordance with the statutory rate for commercial transactions;
9.3. If the supplier has to pass on claims for collection, the amount of the claim may be increased, while the judicial and extrajudicial costs will be charged to the buyer up to the amount paid or owed by the supplier. (Including costs of bankruptcy petition and the costs of claiming the supplier's property);
9.4. Settlement is not permitted;
9.5. Claims do not suspend the buyer's payment obligations;
9.6. If a delivery of goods is delayed through no fault of the supplier, this cannot result in suspension of payment of invoices, unless this has been discussed in mutual consultation and the results of this consultation have been set out in writing.
Article 10. Liability
10.1. The supplier's liability is limited to compliance with the guarantee obligations set out in Article 11 (guarantee provisions) of these general terms and conditions;
10.2. Except for gross negligence or intent on the part of the supplier, the applicability of the statutory provisions on product liability as set out by way of fulfilment of the relevant EC directives, and except for the provisions of Article 10.1, any and all liability of the supplier, such as for trading loss, other indirect loss and loss as a result of liability towards third parties, is excluded;
10.3. The supplier accepts no liability whatsoever for mechanical, electronic or other modifications, the resultant faults, malfunctions or reduction in safety of whatever nature, that have been made by third parties to the supplier's products, unless these third parties act on instructions from the supplier;
10.4. The buyer is obliged to indemnify or compensate the supplier for and against any third-party claims for damages, for which the supplier's liability in the relationship with the buyer is excluded in these general terms and conditions.
Article 11. Guarantee and/or returns (complaints)
11.1. If a product or part of a product delivered by the supplier to the buyer breaks down, needs repairs or has to be replaced because of a manufacturing or materials fault and the product is in the possession of the first owner, the guarantee may be invoked;
11.2. For comprehensive terms and conditions of guarantee, see 'Conditions of Guarantee';
11.3. The buyer must check all delivered products for faults and/or damage within seven days of receipt of the delivery. If any faults and/or damage are found, the procedure laid out in the conditions of return must be followed;
11.4. For comprehensive terms and conditions of return, see 'Conditions of Return'.
Article 12. Force majeure
Force majeure in these general terms and conditions refers to any circumstance beyond the supplier's control, even if it could have been foreseen at the time this agreement was concluded, that temporarily or permanently obstructs compliance with this agreement, as well as, if not already included therein, war, threat of war, civil war, riot, terrorism, strike, worker exclusion, transport difficulties, fire, extreme weather conditions, natural disasters and other severe disruptions in the company of the supplier or their suppliers.
Article 13. Repairs
In principle, the suppliers does not perform any repairs to the goods supplied;
Article 14. Suspension and dissolution
14.1. In the event of inability to fulfil the agreement as a result of force majeure, the supplier will be entitled, without legal intervention, to dissolve the agreement in whole or in part, without being liable to pay any damages. During the suspension, the supplier will be entitled, and at the end of suspension obliged, to opt for fulfilment or full or partial dissolution of the agreement;
14.2. If the buyer fails to meet any obligation under the agreement concluded with the supplier or ensuing from any related agreement or fails to meet it properly or in due time, or if there is good reason to fear that the buyer will be unable to meet their obligations, and in the event of bankruptcy, suspension of payment, close-down, winding-up or partial transfer, by way of security or otherwise, of the buyer's business, including the transfer of a material part of their claims, the supplier will be entitled, without notice of default being required and without legal intervention, to either suspend the fulfilment of each of these agreements, or to dissolve these in whole or in part, without being liable for any damages or guarantee and without prejudice to any other rights accruing to them;
14.3. During the suspension, the supplier will be entitled, and at the end of suspension obliged, to opt for fulfilment or full or partial dissolution of the agreement.
Article 15. Disputes
15.1. Without prejudice to the applicability of Article 15.2 of these general terms and conditions and without prejudice to the possibility of applying to the President of the competent District Court for injunctive relief in interlocutory proceedings, any and all disputes that may arise as a result of an agreement that is subject in part or in full to these general terms and conditions of the supplier, or as a result of further agreements that ensue from such an agreement, to the exclusion of the regular court;
15.2. In so far as the disputes described in Article 15.1 are part of the subject-matter competence of the district court, in accordance with the rules of Netherlands civil procedural law, only the competent district court may settle the dispute.
Article 16. Applicable law
All agreements to which these general terms and conditions apply in whole or in part are governed by Dutch law, as applicable in the Kingdom of the Netherlands in Europe.
Article 17. Invalidity
The fact that one or more of the above articles are invalid or invalidated as a result of legal measures and/or a court decision does not affect the applicability of the remaining terms and conditions.
Article 18. Other provisions
If the above-mentioned provisions fail to provide a solution, the supplier's decision will be definitive.