Terms and conditions
General
These conditions apply to every offer, quotation and agreement between the sole proprietorship Lavro Marketing, with registered office at Arendschelling 75 in Dronten, hereinafter referred to as: “Lavro Marketing”, and a Client to whom Lavro Marketing has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
These terms and conditions also apply to agreements with Lavro Marketing, for the execution of which Lavro Marketing must involve third parties.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
If one or more provisions in these general terms and conditions are in any way If any provision of these general terms and conditions should be declared null and void or annulled in whole or in part at any time, the remainder of the provisions of these general terms and conditions shall remain fully applicable. Lavro Marketing and the Client will then enter into consultations in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.
If Lavro Marketing does not always strictly comply with these conditions does not mean that the provisions thereof do not apply, or that Lavro Marketing would in any way lose the right to demand strict compliance with the provisions of these conditions in other cases.
Quotations and offers
All quotations and offers from Lavro Marketing are without obligation, unless otherwise stated. offer a term for acceptance has been set. If no term for acceptance has been set, no rights can be derived from the offer or quotation in any way if the product to which the offer or quotation relates is no longer available in the meantime.
Lavro Marketing cannot be held to its quotes or offers if the Client may reasonably be expected to recognise that the quotations or offers, or a part thereof, contain an obvious error or mistake.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred under the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Lavro Marketing is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Lavro Marketing indicates otherwise.
A composite quotation does not oblige Lavro Marketing to perform a part of the assignment for a corresponding part of the stated price. Offers or quotations for individual orders do not apply to future orders.
Term and execution of agreements
The agreement between Lavro Marketing and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If for the performance of certain activities or for the delivery of If a term has been agreed or specified for certain matters, this is never a fatal term. If a term is exceeded, the Client must therefore give Lavro Marketing written notice of default. Lavro Marketing must be offered a reasonable term to still implement the agreement.
Lavro Marketing will execute the agreement to the best of its knowledge and ability and perform in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.
Lavro Marketing has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 BW is expressly excluded.
If Lavro Marketing or third parties engaged by Lavro Marketing in If work is carried out under the assignment at the Client's location or a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
Delivery of any physical goods will take place “ex warehouse” of Lavro Marketing. The Client is obliged to accept the goods at the time they are made available to him. If the Client refuses to accept or is negligent in providing information or instructions necessary for delivery, Lavro Marketing is entitled to store the goods at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client at the time the goods are made available to the Client.
Lavro Marketing is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is executed in phases, Lavro Marketing may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client shall ensure that all data of which Lavro Marketing indicates that these are necessary or that the Client should reasonably understand that they are necessary for the execution of Machine Translated by Google of the agreement, are provided to Lavro Marketing in a timely manner. If the data required for the execution of the agreement are not provided to Lavro Marketing in a timely manner, Lavro Marketing has the right to suspend the execution of the agreement and/or charge the additional costs resulting from the delay to the Client at the then customary rates. The execution period does not commence until the Client has provided Lavro Marketing with the complete and correct data. Lavro Marketing is not liable for damage, of whatever nature, arising when Lavro Marketing has assumed incorrect and/or incomplete data provided by the Client.
If during the execution of the agreement it appears that for a If proper execution thereof is necessary to amend or supplement it, the parties will proceed to amend the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, the competent authorities, etc., is amended and the agreement is thereby amended in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. Lavro Marketing will provide a price quote for this in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The Client accepts the possibility of amendment to the agreement, including the amendment to the price and term of execution.
If the agreement is amended, including a supplement, Lavro Marketing is entitled to first implement it after approval has been given by the authorised person within Lavro Marketing and the Client has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented. Failure to implement the amended agreement or failure to implement it immediately does not constitute a breach of contract by Lavro Marketing and is no reason for the Client to terminate or cancel the agreement.
Without being in default, Lavro Marketing may request refuse to amend the agreement if this could have consequences in terms of quality and/or quantity, for example for the work to be carried out or the goods to be delivered in that context.
If the Client fails to properly fulfil its obligations towards Lavro Marketing, the Client shall be liable for all damage suffered by Lavro Marketing as a result, whether directly or indirectly.
If Lavro Marketing agrees a fixed fee or price with the Client, Lavro Marketing is nevertheless entitled at all times to increase this fee or price without the Client having to do so. Machine Translated by Google case is entitled to terminate the agreement for that reason, if the increase in price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, third-party services, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.
If the price increase is due to something other than a change in the If the agreement exceeds 10% and takes place within three months after the conclusion of the agreement, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by means of a written statement, unless Lavro Marketing:
is then still prepared to execute the agreement on the basis of what was originally agreed;
if the price increase results from an authority or a right of Lavro Marketing obligation under the law;
if it has been agreed that delivery will take place more than three months after the conclusion of the agreement; or
upon delivery of an item, if it has been agreed that delivery will take place more than three months after the conclusion of the agreement; three months after the purchase will take place.
Suspension, dissolution and interim termination
Lavro Marketing is authorized to suspend or terminate the fulfillment of the obligations to terminate the agreement in the following cases:
if the Client fails to fulfil the obligations under the agreement, fails to fulfil them in full or fails to fulfil them on time, circumstances that have come to Lavro Marketing's attention after the conclusion of the agreement give it good reason to fear that the Client will not fulfil its obligations;
if the Client was requested to provide security for the fulfilment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient; and
if, due to the delay on the part of the Client, Lavro Marketing can no longer be expected to fulfil the agreement under the originally agreed conditions.
Furthermore, Lavro Marketing is authorized to terminate the agreement if circumstances arise which are of such a nature that compliance with the agreement is impossible or if other circumstances arise which are of such a nature that Lavro Marketing cannot reasonably be expected to maintain the agreement unchanged.
If the agreement is terminated, Lavro's claims will be Marketing on the Client immediately due and payable. If Lavro Marketing suspends the fulfillment of the obligations, it retains its claims under the law and agreement.
If Lavro Marketing suspends or terminates the agreement, it will not be liable in any way liable to pay compensation for damage and costs incurred in any way as a result.
If the termination is attributable to the Client, Lavro Marketing is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.
If the Client fails to fulfil its obligations under the agreement and this failure to fulfil justifies termination, Lavro Marketing is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client is obliged to pay damages or compensation on the grounds of breach of contract.
If the agreement is terminated prematurely by Lavro Marketing, Lavro Marketing will, in consultation with the Client, ensure the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for Lavro Marketing, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned period, unless Lavro Marketing indicates otherwise.
In the event of liquidation, (application for) suspension of payments, or bankruptcy, seizure - if and to the extent that the seizure has not been lifted within three months - at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, Lavro Marketing is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, Lavro Marketing's claims on the Client are immediately due and payable.
If the Client cancels an order in whole or in part, the work that was carried out and the items ordered or prepared for that purpose, plus any associated transport and delivery costs and the working hours reserved for the execution of the agreement, will be charged to the Client in full.
Force Majeure
Lavro Marketing is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not attributable to fault and for which it is not responsible under the law, a legal act or generally accepted views.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in applicable laws, regulations and case law, all external causes, foreseen or unforeseen, over which Lavro Marketing has no influence, but which prevent Lavro Marketing from fulfilling its obligations. This includes strikes in the company of Lavro Marketing or third parties. Lavro Marketing also has the right to invoke force majeure if the circumstance that (further) Machine Translated by Google prevents compliance with the agreement, occurs after Lavro Marketing should have fulfilled its obligation.
Lavro Marketing may suspend performance during the period in which the force majeure continues. suspend obligations under the agreement. If this period lasts longer than two months, either party shall be entitled to terminate the agreement without any obligation to pay damages to the other party.
To the extent that Lavro Marketing is in breach of contract at the time of the occurrence of force majeure, If the obligations under the agreement have already been partially fulfilled or will be able to be fulfilled, and the part that has been fulfilled or is yet to be fulfilled has an independent value, Lavro Marketing is entitled to invoice the part that has already been fulfilled or is yet to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Payment and collection costs
Payment must always be made within 14 days after the invoice date, in a manner to be specified by Lavro Marketing in the currency in which the invoice was issued, unless otherwise indicated in writing by Lavro Marketing. Lavro Marketing is entitled to invoice periodically.
If the Client fails to pay an invoice on time, then the Client is in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest shall be owed. The interest on the amount due shall be calculated from the moment the Client is in default until the moment of payment of the full amount due.
Lavro Marketing has the right to apply the payments made by the Client first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal and the current interest. Lavro Marketing may, without being in default, refuse an offer of payment if the Client indicates a different order for the allocation of the payment. Lavro Marketing may refuse full repayment of the principal if the accrued and current interest and collection costs are not also paid.
The Client is never entitled to offset the amount owed by him to Lavro Marketing. Objections to the amount of an invoice do not suspend the payment obligation. The Client who is not entitled to appeal to section 6.5.3 (articles 231 to and including 247 book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
If the Client is in default in the (timely) fulfillment of his obligations, then all reasonable costs incurred to obtain satisfaction out of court shall be borne by the Client. The default of the Client who is a natural person, who does not act in the exercise of a profession or business (private client), occurs after he has been reminded to pay within fourteen days after the day of the reminder and Machine Translated by Google payment is not made. The reminder also indicates the consequences of the failure to pay. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if Lavro Marketing has incurred higher collection costs that were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the actual costs incurred will be eligible for reimbursement. Any legal and enforcement costs incurred will also be recovered from the Client. The Client is also liable to pay interest on the collection costs owed.
Retention of title
The goods delivered by Lavro Marketing under the agreement remain property of Lavro Marketing until the Client has fully and properly fulfilled all obligations arising from the agreement(s) concluded with Lavro Marketing.
The goods supplied by Lavro Marketing, which, pursuant to paragraph 1, fall under the The goods subject to the retention of title may not be resold and may never be used as a means of payment. The Client is not authorised to pledge or otherwise encumber the goods subject to the retention of title.
The Client must always do everything that may reasonably be expected of him to safeguard the ownership rights of Lavro Marketing. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Client is obliged to inform Lavro Marketing thereof immediately. Furthermore, the Client undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to Lavro Marketing upon first request. In the event of a possible payment of the insurance, Lavro Marketing is entitled to these funds. To the extent necessary, the Client undertakes in advance to cooperate with Lavro Marketing in everything that may (appear to) be necessary or desirable in that context.
In the event that Lavro Marketing wishes to exercise its property rights as referred to in this article, the Client hereby grants unconditional and irrevocable permission in advance to Lavro Marketing and third parties designated by Lavro Marketing to enter all places where Lavro Marketing's property is located and to take it back.
Guarantees, inspection and complaints, limitation period
The items to be delivered by Lavro Marketing meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee mentioned in this article applies to items that are intended for use within the Netherlands. In case of use outside the Netherlands, the Client must Machine Translated by Google to verify themselves whether the use thereof is suitable for the use there and meet the conditions that are set for it. In that case, Lavro Marketing may set other warranty and other conditions with regard to the goods to be delivered or work to be performed.
The warranty referred to in paragraph 1 of this article applies for a period of time after delivery. If the warranty provided by Lavro Marketing concerns an item that was produced by a third party, the warranty is limited to the warranty provided by the producer of the item, unless stated otherwise.
Any form of warranty shall lapse if a defect has arisen as consequence of or arising from improper or inappropriate use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or by third parties when, without the written permission of Lavro Marketing, the Client or third parties have made or attempted to make changes to the item, other items have been attached to it that should not be attached to it or if these have been processed or edited in a manner other than that prescribed. The Client is also not entitled to claim under the guarantee if the defect has arisen due to or is the result of circumstances over which Lavro Marketing has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.
The Client is obliged to examine the delivered goods, immediately at the time that the goods are made available to him or the relevant work has been carried out. In doing so, the Client must investigate whether the quality and/or quantity of the delivered goods corresponds with what was agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to Lavro Marketing in writing within seven days of delivery. Any invisible defects must be reported to Lavro Marketing in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that Lavro Marketing is able to respond adequately. The Client must give Lavro Marketing the opportunity to investigate a complaint.
If the Client complains in a timely manner, this does not suspend his payment obligation. In that case, the Client remains obliged to accept and pay for the other items ordered and for what he has instructed Lavro Marketing to do.
If a defect is not reported in a timely or proper manner, the Client will no longer be entitled to repair, replacement or compensation.
If it is established that an item is defective and this has been reported in a timely manner, If a complaint has been made, Lavro Marketing will return the defective item within a reasonable period of time after receipt of the return or, if return is not reasonable, Machine Translated by Google is not possible, written notice of the defect by the Client, at the discretion of Lavro Marketing, replace or arrange for repair thereof or pay compensation for replacement to the Client. In the event of replacement, the Client is obliged to return the replaced item to Lavro Marketing and to transfer ownership thereof to Lavro Marketing, unless Lavro Marketing indicates otherwise.
If it is established that a complaint is unfounded, the costs will be borne Any costs incurred as a result, including research costs incurred by Lavro Marketing, shall be borne in full by the Client.
After the warranty period has expired, all costs for repair or replacement will be will be charged to the Client.
Notwithstanding the statutory limitation periods, the limitation period for all claims and defenses against Lavro Marketing and third parties involved by Lavro Marketing in the performance of an agreement is one year.
Liability and indemnity
If Lavro Marketing should be liable, then this liability is limited to what is stated in this provision.
Lavro Marketing is not liable for damage of any nature whatsoever arising when Lavro Marketing has based its actions on incorrect and/or incomplete information provided by or on behalf of the Client.
If Lavro Marketing is liable for any damage, the liability of Lavro Marketing is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
Lavro Marketing's liability is in any case limited to the amount of the payment from his insurer, if applicable.
Lavro Marketing is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to have Lavro Marketing's defective performance comply with the agreement, insofar as these can be attributed to Lavro Marketing and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. Lavro Marketing is never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Lavro Marketing or its managerial subordinates.
The Client indemnifies Lavro Marketing against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to other than Lavro Marketing. If Lavro Marketing is approached by third parties on this basis, the Client is obliged to assist Lavro Marketing both out of court and in court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Lavro Marketing is entitled, without notice of default, to take such measures itself. All costs and damage incurred by Lavro Marketing and third parties as a result thereof shall be entirely for the account and risk of the Client.
Intellectual property
All intellectual property rights in and to products supplied by Lavro Marketing goods belong exclusively to Lavro Marketing. Subject to payment by the Client of all amounts owed by the Client, Lavro Marketing may, at the request of the Client, transfer any or all rights, claims and interests, including intellectual property rights, in and to the delivered goods to the Client, its successors and assigns.
In the event that Lavro Marketing does not accept any work previously completed by or on behalf of Lavro Marketing is created, integrated into a matter delivered to Client, Lavro Marketing hereby grants to Company and its Affiliates a worldwide, royalty-free license to use the incorporated items, including, but not limited to, all relevant intellectual property rights.
Lavro Marketing reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Lavro Marketing has the right to use the knowledge acquired by it through the performance of an agreement for other purposes, provided that no strictly confidential information of the Client is brought to the attention of third parties.
Applicable law and dispute resolution
All legal relationships in which Lavro Marketing is a party are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is expressly excluded.
The court in the place of establishment of Lavro Marketing has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise.
Parties shall only appeal to the court after they have made every effort to settle a dispute by mutual agreement.