General Terms and Conditions
3form B.V., with its registered office in Rotterdam and with offices at
Piekstraat 2, 3071 EL Rotterdam. These terms and conditions have been filed with
the Chamber of Commerce in Rotterdam.
1. Definitions
In these Terms and Conditions:
a. 3form B.V. means the user of these General Terms and Conditions.
b. Customer means the other party of 3form B.V., legal person, company
or natural person, who has accepted in writing or otherwise the validity of
these General Terms and Conditions.
c. A circumstance beyond the control of 3form B.V. means fire and water
damage, weather conditions, employee (representative organization) actions,
machine defects, war, disasters, energy failures, supplier delays etc.
2.1 Applicability
2.2 These General Terms and Conditions apply and form an integral part of
all offers and agreements between 3form B.V. and its Customers, in which 3form
B.V. delivers goods and/or services, even if these goods and/or services have
not been further described in the present General Terms and Conditions.
2.3 Variations to these General Terms and Conditions are valid only if
expressly agreed by parties in writing. Variations to provisions are valid only
in respect of agreements for which such have been accepted. In such case, the
remaining provisions of the General Terms and Conditions of 3form B.V. shall
remain in full force.
2.4 Standard terms and conditions of Customer are valid only when
expressly accepted in writing by 3form B.V.
2.5 Offer and Agreement
3.1 Offers are made by 3form B.V., free of any commitment, unless
expressly provided otherwise.
3.2 If a Customer accepts an offer made without any commitment by 3form
B.V., 3form B.V. may nevertheless revoke the offer within 7 business days after
receipt of the acceptance.
3.3 Agreements are concluded only after express acceptance or confirmation
by 3form B.V. Acceptance shall be made by means of a written order confirmation
from 3form B.V. or by the actual performance by 3form B.V. of the agreement. The
order confirmation is considered to be a true and complete representation of the
content of the agreement.
3.4 If an order for the delivery of goods or performance of services is
not given to 3form B.V., it may charge Customer all costs that it has had to
incur in order to be able to make its offer.
2.6 Price
4.1 The prices stated in offers and agreements of 3form B.V. do not
include VAT, import duties, taxes or other government charges as well as
transport and insurance costs, unless expressly agreed otherwise in writing.
4.2 All prices are in Euros, unless indicated otherwise by further notice
from 3form B.V.
4.3 3form B.V. may alter the agreed price if and to the extent that
circumstances occur, including increases in costs and changes in currencies,
which could not have been reasonably foreseen when entering into the agreement.
In the event of a price increase of more than 10% Customer may terminate the
agreement, to the extent that 3form B.V. has not yet performed.
4.4 The content of brochures, printed matter and such does not bind 3form
B.V., unless express reference is made thereto in the agreement.
2.7 Payment
5.1 3form B.V. determines terms of payment on the basis of the nature and
size of the order.
5.2 Unless expressly agreed otherwise in writing, payments must be issued
within a period of fourteen days after invoice date.
5.3 If (partial) payment is not made on time, Customer is in default by
operation of law and the entire (remainder of the) claim is immediately due and
payable.
5.4 3form B.V. may require at all times payment in advance or further
security from Customer.
5.5 If 3form B.V. has partially complied with its obligations, it is
entitled to a proportional part of the agreed price.
5.6 The Customer’s right to suspend or set off payments to 3form B.V.,
regardless of reason, is expressly excluded.
2.8 Extrajudicial Costs and Interest
6.1 As from the moment Customer is in default, Customer shall pay interest
in the amount of the greater of (a) 1% for each month or part thereof or (b) the
statutory rate or “wettelijke rente” (as further described in EC Directive
2000/35 or Article 6:120 of the Burgerlijk Wetboek, as may be amended) on the
outstanding invoice amount.
6.2 If in spite of written notice Customer again fails to comply with
his/its payment obligations to 3form B.V. and 3form B.V. gives the collection of
the payment to another agency, Customer is due to pay extrajudicial costs for an
amount of 15% of the outstanding invoice amount, subject to a minimum of € 450,
-.
6.3 Payments made by Customer shall always serve in the first instance for
payment of interest and costs due and subsequently for payment of the longest
outstanding invoice, even if Customer indicates otherwise in his/its payment
order.
2.9 Suspension
7.1 3form B.V. may suspend performance of the agreement if Customer fails to
make (timely) payment, fails to provide at the request of 3form B.V. 3form B.V.
security within the meaning of Article 5.4 of these terms and conditions or
fails in any other way to comply with his/its obligations to 3form B.V.
7.2 3form B.V. may also suspend compliance with the agreement, without being
in default, if due to a circumstance beyond the control of 3form B.V. and/or due
to amendment of the (terms and conditions of the) agreement 3form B.V. cannot be
required to (timely) comply with the agreement.
2.10 Delivery and Risk; Special Made-to-Measure Orders
8.1 Customer acknowledges and agrees that the production of products to be
delivered by 3form B.V. will commence only after the receipt by 3form B.V. of
the entire amount of the first (partial) invoice in respect of the to be
delivered goods. Furthermore, Customer acknowledges and agrees that, without
prejudice to the other Terms and Conditions set out herein, including the
applicable delivery time, deliveries of goods will take place only after the
receipt by 3form B.V. of the entire amount of the subsequent final invoice in
respect of the to be delivered goods.
8.2 Delivery times given are to be regarded as approximate and shall in no
event be regarded as deadlines, unless such has been expressly agreed in
writing. In the event of non-timely delivery Customer must notify 3form B.V. in
writing of its default, and a reasonable period of at least 7 business days must
be set to as yet comply.
8.3 Customer is obliged to fully cooperate with the delivery. Customer is
in default without further notice if after the first request of 3form B.V.
Customer fails to take up goods and/or services to be delivered by 3form B.V.
8.4 Unless expressly agreed otherwise, the delivery is made to the place
where Customer conducts his/its business.
8.5 Loss of and damage to things, which the agreement between Customer and
3form B.V. deals with, are for the risk of Customer the moment such have been
placed in the actual possession of (an agent of) Customer or from the moment
Customer refuses to cooperate with the delivery.
8.6 If the delivery of the goods to be delivered by 3form B.V. is delayed
due to a circumstance for the account of Customer, Customer is obliged to
compensate the damage incurred by 3form B.V. as a result thereof, including
costs of transport and storage.
8.7 In the case of Customer specific, “made–to–measure order” or non-stock
products that Customer orders, there is a possible deviation in actual
production and delivery of products ordered by Customer, by a margin of +/- 10%
of the ordered quantity. The actual amount produced will be invoiced to the
Customer. Nevertheless, although 3form B.V. cannot guaranty the exact quantity
ordered for such products, 3form B.V. shall use commercially reasonable efforts
to produce and deliver such non-standard order. Further information regarding
deviations may be obtained by contacting Customer Order Service Information
Department.
2.11 Claims
9.1 Customer is obliged within 3 business days after delivery to inspect the
goods delivered by 3form B.V. for defects or for deviations from that which has
been agreed in writing and to immediately notify 3form B.V. in writing of any
deviations or defects.
9.2 Customer may not assert any further right against 3form B.V. if any
deviations or defects have not been notified in writing to 3form B.V. within a
period of 3 business days after the time that the deviation(s) or defect(s)
has/have been detected or could have been detected.
9.3 Customer may not assert in any case any further right if he/it has had
the things delivered by 3form B.V. put into use, processed or treated or has
delivered such things or given such things for use to third parties.
9.4 In addition to this, Customer may not invoke defective delivery or
compliance if Customer has not given 3form B.V. the opportunity to repair,
supplement or replace any defects or deviations, at the option of 3form B.V.
2.12 Termination/Amendment
10.1 If circumstances occur of which 3form B.V. was unaware on conclusion of
the agreement and as a result of which compliance with the agreement is not
possible, 3form B.V. may demand of Customer that the content of the agreement is
amended in such a way as to enable performance.
10.2 Customer may terminate the agreement only if 3form B.V. has imputably
failed to comply with its obligations and has been notified of its default in
writing by Customer, and 3form B.V. has been given a reasonable period of time
to remedy this failure.
10.3 3form B.V. may terminate the agreement in part or in whole without
prejudice to its right to compensation of costs and loss of profit and without
prior notice or judicial intervention if:
· Customer is granted a moratorium of payments, files a petition for
bankruptcy, debtor relief or other protection from creditors, or Customer’s
enterprise is liquidated (other than on behalf of reorganization or combination
of enterprises or assets).
· Customer fails to provide the security required by 3form B.V. as referred
to in Article 5.4 of these General Terms and Conditions.
· Customer fails to comply with any other of his/its obligation arising
from the agreement.
10.4 In the event of partial termination Customer cannot claim annulment of
performances already made by 3form B.V. and 3form B.V. shall be fully entitled
to receive payment in this respect.
2.13 Liability
11.1 3form B.V. is only liable for damage that is the direct and exclusive
consequence of intent or gross negligence of 3form B.V. and to the extent that
it has been properly notified in writing of its default by Customer, and 3form
B.V. has been given a reasonable period of time to provide repair or
replacement.
11.2 3form B.V. does not accept in any case whatsoever liability for trading
loss or other indirect damage within the broadest sense of that term incurred by
Customer, including consequential loss, loss of profits and cost savings,
regardless of cause.
11.3 The total liability of 3form B.V. does not exceed in any case whatsoever
compensation of the damage up to an amount equal to the price excluding VAT
stipulated for the agreement concerned, up to a maximum of 10% of the order
amount, excluding sales taxes.
2.14 Retention of Property Rights
12.1 3form B.V. remains owner of the goods delivered by it or to be delivered
by it until Customer has paid all claims of 3form B.V. in respect of the
consideration, including interest and extrajudicial costs, arising from the
order or agreement. Until the Customer has paid all outstanding claims,
including interest and extrajudicial costs, the Customer has the right to
dispose of the purchased goods under the retention of title and property rights
of 3form B.V., to transfer the goods in whole or in part to third parties only
under the following conditions that
a. this right of disposal is granted to the Customer only if it is
necessary for the Customer, in its normal course of business, to operate,
b. this right of disposal is granted to the Customer only if the Customer
demands and receives immediate payment from its Customers, and
c. the Customer never has the right or authority to charge, encumber,
pledge or allow a lien to be placed upon the goods that have been sold under the
retention of title and property rights. The Customer covenants to assign or
pledge, upon demand and at the choice of 3form B.V., all accounts receivable
that are created or to be created from the sale of goods under the retention of
title of 3form B.V., to third parties.
2.15 Confidential Information
13.1 3form B.V. as well as Customer warrant that all information, which is
exchanged between parties within the framework of the agreement concluded
between parties, is of a confidential nature and shall remain secret.
Information is regarded in any case confidential if this information has been
designated as such by one of the parties.
2.16 Intellectual/Industrial Property
14.1 Customer may not remove, alter or conceal any designations concerning
trademarks, trade names or other rights of intellectual and/or industrial
property from or of the things delivered by 3form B.V.
14.2 All rights of intellectual or industrial property on things delivered to
Customer by 3form B.V., including drawings, descriptions, advertising matter
etc., remain at all times the property of 3form B.V. and may not be reproduced,
published or released in any other way to third parties without the express
written consent of 3form B.V.
2.17 Penalty
15.1 In the case of a breach of Article 13 and/or 14 of these terms and
conditions and/or in all other cases in which Customer fails to comply with
his/its obligations to 3form B.V., Customer shall forfeit to 3form B.V. an
immediately due and payable penalty of 10% of the ordered amount not subject to
moderation by the court or set off, without prejudice to the right of 3form B.V.
to seek compliance or full damages.
2.18 Final Provisions
12.1 If any provision of these General Terms and Conditions is null and void
or unenforceable, the remaining provisions shall remain in full force.
12.2 All agreements as well as all disputes arising therefrom shall be
exclusively governed by the laws of The Netherlands.
12.3 All disputes arising from offers and agreements between 3form B.V. and
Customer shall be submitted to the adjudication of the District Court
(Arrondissementsrechtbank) in Rotterdam, unless the subject matter of the
dispute falls under the jurisdiction of the Sub-district Court Judge
(Kantonrechter).
Terms and Conditions of Purchase for the Purchase Transactions of 3form B.V.
3form B.V., with its registered office in Rotterdam and with offices at
Piekstraat 2, 3071 EL Rotterdam. These terms and conditions have been filed with
the Chamber of Commerce in Rotterdam.
1. Definitions
In these Terms and Conditions:
a. 3form B.V. means the user of these General Terms and Conditions.
b. Customer means the other party of 3form B.V., legal person, company
or natural person, who has accepted in writing or otherwise the validity of
these General Terms and Conditions.
c. A circumstance beyond the control of 3form B.V. means fire and water
damage, weather conditions, employee (representative organization) actions,
machine defects, war, disasters, energy failures, supplier delays etc.
2.1 Applicability
2.2 These General Terms and Conditions apply and form an integral part of
all offers and agreements between 3form B.V. and its Customers, in which 3form
B.V. delivers goods and/or services, even if these goods and/or services have
not been further described in the present General Terms and Conditions.
2.3 Variations to these General Terms and Conditions are valid only if
expressly agreed by parties in writing. Variations to provisions are valid only
in respect of agreements for which such have been accepted. In such case, the
remaining provisions of the General Terms and Conditions of 3form B.V. shall
remain in full force.
2.4 Standard terms and conditions of Customer are valid only when
expressly accepted in writing by 3form B.V.
2.5 Offer and Agreement
3.1 Offers are made by 3form B.V., free of any commitment, unless
expressly provided otherwise.
3.2 If a Customer accepts an offer made without any commitment by 3form
B.V., 3form B.V. may nevertheless revoke the offer within 7 business days after
receipt of the acceptance.
3.3 Agreements are concluded only after express acceptance or confirmation
by 3form B.V. Acceptance shall be made by means of a written order confirmation
from 3form B.V. or by the actual performance by 3form B.V. of the agreement. The
order confirmation is considered to be a true and complete representation of the
content of the agreement.
3.4 If an order for the delivery of goods or performance of services is
not given to 3form B.V., it may charge Customer all costs that it has had to
incur in order to be able to make its offer.
2.6 Price
4.1 The prices stated in offers and agreements of 3form B.V. do not
include VAT, import duties, taxes or other government charges as well as
transport and insurance costs, unless expressly agreed otherwise in writing.
4.2 All prices are in Euros, unless indicated otherwise by further notice
from 3form B.V.
4.3 3form B.V. may alter the agreed price if and to the extent that
circumstances occur, including increases in costs and changes in currencies,
which could not have been reasonably foreseen when entering into the agreement.
In the event of a price increase of more than 10% Customer may terminate the
agreement, to the extent that 3form B.V. has not yet performed.
4.4 The content of brochures, printed matter and such does not bind 3form
B.V., unless express reference is made thereto in the agreement.
2.7 Payment
5.1 3form B.V. determines terms of payment on the basis of the nature and
size of the order.
5.2 Unless expressly agreed otherwise in writing, payments must be issued
within a period of fourteen days after invoice date.
5.3 If (partial) payment is not made on time, Customer is in default by
operation of law and the entire (remainder of the) claim is immediately due and
payable.
5.4 3form B.V. may require at all times payment in advance or further
security from Customer.
5.5 If 3form B.V. has partially complied with its obligations, it is
entitled to a proportional part of the agreed price.
5.6 The Customer’s right to suspend or set off payments to 3form B.V.,
regardless of reason, is expressly excluded.
2.8 Extrajudicial Costs and Interest
6.1 As from the moment Customer is in default, Customer shall pay interest
in the amount of the greater of (a) 1% for each month or part thereof or (b) the
statutory rate or “wettelijke rente” (as further described in EC Directive
2000/35 or Article 6:120 of the Burgerlijk Wetboek, as may be amended) on the
outstanding invoice amount.
6.2 If in spite of written notice Customer again fails to comply with
his/its payment obligations to 3form B.V. and 3form B.V. gives the collection of
the payment to another agency, Customer is due to pay extrajudicial costs for an
amount of 15% of the outstanding invoice amount, subject to a minimum of € 450,
-.
6.3 Payments made by Customer shall always serve in the first instance for
payment of interest and costs due and subsequently for payment of the longest
outstanding invoice, even if Customer indicates otherwise in his/its payment
order.
2.9 Suspension
7.1 3form B.V. may suspend performance of the agreement if Customer fails to
make (timely) payment, fails to provide at the request of 3form B.V. 3form B.V.
security within the meaning of Article 5.4 of these terms and conditions or
fails in any other way to comply with his/its obligations to 3form B.V.
7.2 3form B.V. may also suspend compliance with the agreement, without being
in default, if due to a circumstance beyond the control of 3form B.V. and/or due
to amendment of the (terms and conditions of the) agreement 3form B.V. cannot be
required to (timely) comply with the agreement.
2.10 Delivery and Risk; Special Made-to-Measure Orders
8.1 Customer acknowledges and agrees that the production of products to be
delivered by 3form B.V. will commence only after the receipt by 3form B.V. of
the entire amount of the first (partial) invoice in respect of the to be
delivered goods. Furthermore, Customer acknowledges and agrees that, without
prejudice to the other Terms and Conditions set out herein, including the
applicable delivery time, deliveries of goods will take place only after the
receipt by 3form B.V. of the entire amount of the subsequent final invoice in
respect of the to be delivered goods.
8.2 Delivery times given are to be regarded as approximate and shall in no
event be regarded as deadlines, unless such has been expressly agreed in
writing. In the event of non-timely delivery Customer must notify 3form B.V. in
writing of its default, and a reasonable period of at least 7 business days must
be set to as yet comply.
8.3 Customer is obliged to fully cooperate with the delivery. Customer is
in default without further notice if after the first request of 3form B.V.
Customer fails to take up goods and/or services to be delivered by 3form B.V.
8.4 Unless expressly agreed otherwise, the delivery is made to the place
where Customer conducts his/its business.
8.5 Loss of and damage to things, which the agreement between Customer and
3form B.V. deals with, are for the risk of Customer the moment such have been
placed in the actual possession of (an agent of) Customer or from the moment
Customer refuses to cooperate with the delivery.
8.6 If the delivery of the goods to be delivered by 3form B.V. is delayed
due to a circumstance for the account of Customer, Customer is obliged to
compensate the damage incurred by 3form B.V. as a result thereof, including
costs of transport and storage.
8.7 In the case of Customer specific, “made–to–measure order” or non-stock
products that Customer orders, there is a possible deviation in actual
production and delivery of products ordered by Customer, by a margin of +/- 10%
of the ordered quantity. The actual amount produced will be invoiced to the
Customer. Nevertheless, although 3form B.V. cannot guaranty the exact quantity
ordered for such products, 3form B.V. shall use commercially reasonable efforts
to produce and deliver such non-standard order. Further information regarding
deviations may be obtained by contacting Customer Order Service Information
Department.
2.11 Claims
9.1 Customer is obliged within 3 business days after delivery to inspect the
goods delivered by 3form B.V. for defects or for deviations from that which has
been agreed in writing and to immediately notify 3form B.V. in writing of any
deviations or defects.
9.2 Customer may not assert any further right against 3form B.V. if any
deviations or defects have not been notified in writing to 3form B.V. within a
period of 3 business days after the time that the deviation(s) or defect(s)
has/have been detected or could have been detected.
9.3 Customer may not assert in any case any further right if he/it has had
the things delivered by 3form B.V. put into use, processed or treated or has
delivered such things or given such things for use to third parties.
9.4 In addition to this, Customer may not invoke defective delivery or
compliance if Customer has not given 3form B.V. the opportunity to repair,
supplement or replace any defects or deviations, at the option of 3form B.V.
2.12 Termination/Amendment
10.1 If circumstances occur of which 3form B.V. was unaware on conclusion of
the agreement and as a result of which compliance with the agreement is not
possible, 3form B.V. may demand of Customer that the content of the agreement is
amended in such a way as to enable performance.
10.2 Customer may terminate the agreement only if 3form B.V. has imputably
failed to comply with its obligations and has been notified of its default in
writing by Customer, and 3form B.V. has been given a reasonable period of time
to remedy this failure.
10.3 3form B.V. may terminate the agreement in part or in whole without
prejudice to its right to compensation of costs and loss of profit and without
prior notice or judicial intervention if:
· Customer is granted a moratorium of payments, files a petition for
bankruptcy, debtor relief or other protection from creditors, or Customer’s
enterprise is liquidated (other than on behalf of reorganization or combination
of enterprises or assets).
· Customer fails to provide the security required by 3form B.V. as referred
to in Article 5.4 of these General Terms and Conditions.
· Customer fails to comply with any other of his/its obligation arising
from the agreement.
10.4 In the event of partial termination Customer cannot claim annulment of
performances already made by 3form B.V. and 3form B.V. shall be fully entitled
to receive payment in this respect.
2.13 Liability
11.1 3form B.V. is only liable for damage that is the direct and exclusive
consequence of intent or gross negligence of 3form B.V. and to the extent that
it has been properly notified in writing of its default by Customer, and 3form
B.V. has been given a reasonable period of time to provide repair or
replacement.
11.2 3form B.V. does not accept in any case whatsoever liability for trading
loss or other indirect damage within the broadest sense of that term incurred by
Customer, including consequential loss, loss of profits and cost savings,
regardless of cause.
11.3 The total liability of 3form B.V. does not exceed in any case whatsoever
compensation of the damage up to an amount equal to the price excluding VAT
stipulated for the agreement concerned, up to a maximum of 10% of the order
amount, excluding sales taxes.
2.14 Retention of Property Rights
12.1 3form B.V. remains owner of the goods delivered by it or to be delivered
by it until Customer has paid all claims of 3form B.V. in respect of the
consideration, including interest and extrajudicial costs, arising from the
order or agreement. Until the Customer has paid all outstanding claims,
including interest and extrajudicial costs, the Customer has the right to
dispose of the purchased goods under the retention of title and property rights
of 3form B.V., to transfer the goods in whole or in part to third parties only
under the following conditions that
a. this right of disposal is granted to the Customer only if it is
necessary for the Customer, in its normal course of business, to operate,
b. this right of disposal is granted to the Customer only if the Customer
demands and receives immediate payment from its Customers, and
c. the Customer never has the right or authority to charge, encumber,
pledge or allow a lien to be placed upon the goods that have been sold under the
retention of title and property rights. The Customer covenants to assign or
pledge, upon demand and at the choice of 3form B.V., all accounts receivable
that are created or to be created from the sale of goods under the retention of
title of 3form B.V., to third parties.
2.15 Confidential Information
13.1 3form B.V. as well as Customer warrant that all information, which is
exchanged between parties within the framework of the agreement concluded
between parties, is of a confidential nature and shall remain secret.
Information is regarded in any case confidential if this information has been
designated as such by one of the parties.
2.16 Intellectual/Industrial Property
14.1 Customer may not remove, alter or conceal any designations concerning
trademarks, trade names or other rights of intellectual and/or industrial
property from or of the things delivered by 3form B.V.
14.2 All rights of intellectual or industrial property on things delivered to
Customer by 3form B.V., including drawings, descriptions, advertising matter
etc., remain at all times the property of 3form B.V. and may not be reproduced,
published or released in any other way to third parties without the express
written consent of 3form B.V.
2.17 Penalty
15.1 In the case of a breach of Article 13 and/or 14 of these terms and
conditions and/or in all other cases in which Customer fails to comply with
his/its obligations to 3form B.V., Customer shall forfeit to 3form B.V. an
immediately due and payable penalty of 10% of the ordered amount not subject to
moderation by the court or set off, without prejudice to the right of 3form B.V.
to seek compliance or full damages.
2.18 Final Provisions
12.1 If any provision of these General Terms and Conditions is null and void
or unenforceable, the remaining provisions shall remain in full force.
12.2 All agreements as well as all disputes arising therefrom shall be
exclusively governed by the laws of The Netherlands.
12.3 All disputes arising from offers and agreements between 3form B.V. and
Customer shall be submitted to the adjudication of the District Court
(Arrondissementsrechtbank) in Rotterdam, unless the subject matter of the
dispute falls under the jurisdiction of the Sub-district Court Judge
(Kantonrechter).
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