GENERAL CONDITIONS of BRAVILOR BONAMAT B.V.,
having its registered office in Heerhugowaard (the Netherlands).
DEFINITIONS
'General Conditions' are articles 1 - 14 of these General Conditions of Bravilor Bonamat, which are applicable to the supply of goods and services and to all applications for, offers and quotations to, and Agreements with Clients;
'Bravilor Bonamat' is Bravilor Bonamat B.V., the provider of machines for the preparation of hot and cold drinks, related equipment, accessories, components of the aforesaid equipment, or other products from the range of products of Bravilor Bonamat, or products of any other nature;
'Client' is any party giving an assignment to Bravilor Bonamat; wishing to buy, or buying, machines for the preparation of hot and cold drinks, related equipment, accessories, components of the aforesaid equipment, or other products from the product range of Bravilor Bonamat from Bravilor Bonamat; or wishing to enter into, or entering into, any Agreement of any other nature with Bravilor Bonamat;
'Agreement' is the Agreement between the Client and Bravilor Bonamat. These General Conditions form part of the Agreement.
| 01. | GENERAL | |
| 01 | These General Conditions will apply to all applications for, offers and quotations to, and Agreements with Clients, unless the Client and Bravilor Bonamat have expressly agreed otherwise in writing. Any purchase and/or other (general) conditions of the Client are hereby expressly waived and will not be applicable. | |
| 02 | The Client acknowledges the applicability of these General Conditions by the mere fact of giving an assignment, of any nature whatsoever, to Bravilor Bonamat, unless the conditions have been expressly rejected by the Client in writing; the Client's mere reference to its own conditions or a standard clause on its letterhead paper or in its own conditions, including the exclusive effect of the Client's own conditions, will, in this respect, not suffice. | |
| 03 | If, in respect of certain subjects, provided for in these General Conditions, derogations have been agreed on, these General Conditions will continue to apply to the remaining subjects of such Agreement. In no event will any agreed derogations be applicable to more than one assignment, unless confirmed in writing on each occasion. | |
| 04 | Any conditions, stipulations, etc., agreed with agents, representatives or other intermediaries, derogating from these General Conditions will only be binding on Bravilor Bonamat if and to the extent expressly confirmed by it in writing. | |
| 02. | QUOTATION AND OFFER | |
| 01 | Offers and quotations from Bravilor Bonamat will be fully subject to contract and may be revoked by Bravilor Bonamat at any time prior to formation of the Agreement. | |
| 02 | In the event of composite quotations, there is no obligation to deliver part of the order at a corresponding part of the total price quoted. | |
| 03 | All prices quoted by Bravilor Bonamat will be exclusive of VAT, costs for any necessary or required additional packaging, any additional costs for the dispatch of goods, and/or other taxes, charges or rights encumbering the goods as such, unless expressly otherwise stated in the order confirmation. | |
| 04 | All goods offered will, in addition to what is stated in that respect in the catalogues and brochures, be subject to the normal and/or customary tolerances; in particular a reservation is made in respect of nuances in the stated colours of goods. Minor derogations of images and/or descriptions included in the catalogues and brochures will, therefore, be expressly reserved. In no event will such derogations discharge the Client from its obligations under the Agreement. | |
| 05 | The prices in the quotations will be solely applicable to the specified quantities. | |
| 06 | Any changes in prices quoted, without prior notice and even after sending the order confirmation, will be expressly reserved; for example, Bravilor Bonamat will be entitled, after formation of the Agreement and before full delivery has taken place, to pass on to the Client any increases in the costs of commodities, wages, employer's social security charges and/or other terms of employment, as well as any increases of other rates, rights, charges, levies and taxes, as well as any change in exchange rates, causing an increase in costs for Bravilor Bonamat. | |
| 07 | The models, pictures, drawings and dimensions accompanying, or shown or communicated in, the quotations will only contain a general presentation of the goods offered. Structural modifications, resulting in a slight derogation of the actual design of the models, pictures, drawings or dimensions referred to, but not leading to an essential alteration of the technical and aesthetic design of the goods, will not impose any obligation on Bravilor Bonamat to pay any compensation or whatsoever and will not entitle the Client to refuse receipt or payment of the goods delivered. | |
| 08 | In no event, unless stated otherwise in writing, will the prices quoted include any fitting, connection or installation work. | |
| 09 | Arrangements with staff members will not be binding on Bravilor Bonamat, unless confirmed by it in writing. | |
| 03. | ASSIGNMENTS | |
| Assignment from the Client to Bravilor Bonamat | ||
| 01 | An order or assignment will be binding on the Client. Bravilor Bonamat will not be bound until after dispatch of a written confirmation of the order or assignment. If the Client fails to make its objections known to Bravilor Bonamat within ten days of dispatch of the confirmation, the order confirmation will be deemed to reflect the Agreement correctly and fully. | |
| 02 | The Client is to state the item numbers used by Bravilor Bonamat on all assignments. Incorrect deliveries and all financial consequences thereof as a result of omitting to state, or the incorrect stating of, such item numbers will be at the Client's expense. | |
| 03 | For assignments with a net invoice value which is lower than an amount to be determined by Bravilor Bonamat, as reflected in the applicable current price lists, an amount for order handling costs to be determined by Bravilor Bonamat will be charged to the Client. | |
| 04 | Any changes in the design of an assignment required by the Client after having given such assignment must be communicated by the Client to Bravilor Bonamat in good time and in writing. If stated orally or by telephone, the risk of the implementation of any such change will be at the Client's expense, unless the changes have been confirmed in writing by Bravilor Bonamat. | |
| 05 | In the event of full or partial cancellation of the assignment given by the Client, it will be under an obligation to compensate Bravilor Bonamat for all costs reasonably incurred in view of the performance of this assignment (costs of design, drawing, calculation, preparation, storage commission, etc.). If so required by Bravilor Bonamat, the Client will also be under an obligation to compensate any loss of profits, as well as any damage ensuing from such cancellation. | |
| 06 | Any written or oral changes to the original assignment, of any nature whatsoever, made by or on behalf of the Client, that lead to higher costs than could be anticipated at the time of the quotation and/or the order confirmation, will be charged to the Client as additional costs. | |
| 07 | Any changes and/or cancellations of orders made or assignments given will not be binding on Bravilor Bonamat until after written acceptance. | |
| 08 | If the Client fails to strictly perform any obligation ensuing from an Agreement with Bravilor Bonamat, Bravilor Bonamat will be entitled, after having given the Client written notice of default in that respect and after having given the Client the opportunity still to perform the obligation within a reasonable period of time, to suspend performance of all obligations vis-à-vis the Client or to dissolve all Agreements with the Client in full or in part, while reserving its right to damages and without any judicial intervention being required. All and any amounts due by the Client to Bravilor Bonamat will become immediately due and payable. | |
| 04. | DELIVERY PERIODS | |
| Delivery period and late delivery by Bravilor Bonamat | ||
| 01 | All delivery periods stated by Bravilor Bonamat will be estimates only and will not be binding. | |
| 02 | The delivery period will commence on the date of receipt of the assignment stated in the order confirmation and/or if all and any data, drawings and materials required in the opinion of Bravilor Bonamat have been provided to it by the Client. | |
| 03 | Bravilor Bonamat will not be responsible for any stoppage or delay, unless caused by its fault, all without prejudice to the provisions below. | |
| 04 | The assignment will be performed within the customary, applicable time. If an assignment needs to be expedited, costs of overtime and/or other additional costs incurred, if any, may be charged to the Client. The Client will allow Bravilor Bonamat some room for negotiation in respect of the performance time. The delivery period will be an irrevocable and firm deadline only if, when giving the assignment, the Client notified Bravilor Bonamat in writing of the consequences of any delay and this has been confirmed in writing by Bravilor Bonamat. | |
| 05 | Any disruptions within the business due to force majeure (which will include war; mobilisation; riots; flooding; blocked shipping and other obstructions in transport; a standstill in, or restrictions or discontinuation of, the deliveries by public utility companies; shortage of coal or other fuels; fire; breakdown of machinery and other incidents; strikes; lockouts; acts of unions as a result of which production becomes impossible; government measures; failure to deliver any required materials and semi-finished products to Bravilor Bonamat by third parties; and other unforeseen circumstances; also in the country of origin of the materials and/or semi-finished products, disrupting the normal course of business and delaying the performance of an assignment or rendering such performance reasonably impossible) will discharge Bravilor Bonamat from compliance with the agreed period or with the duty to perform, without the Client being able to claim any right or compensation of costs, damage or interests. | |
| 06 | In the event of force majeure, Bravilor Bonamat will notify the Client forthwith. If, from the said notification, the force majeure has lasted longer than 8 weeks, the Client will be entitled to cancel the assignment in writing, albeit subject to the obligation to compensate Bravilor Bonamat for the part of the assignment already performed. | |
| 07 | In no event will late delivery discharge the Client from its obligations under the Agreement or entitle the Client to claim dissolution of the Agreement and/or damages. | |
| 08 | If the delivery period is exceeded to such an extent that the Client cannot reasonably be required to maintain the Agreement, the Client will, however, be entitled to cancel the relevant assignment, provided that it notifies Bravilor Bonamat thereof in writing, without prejudice to the right of Bravilor Bonamat still to deliver the relevant goods within 4 weeks of receipt of the said notification. The Client may claim that Bravilor Bonamat communicate forthwith whether or not it wishes to avail itself of such right. | |
| Delivery period and late delivery by the Client | ||
| 09 | Any agreed delivery periods will apply only if and to the extent the materials to be processed and to be supplied by the Client, as well as any data required for the performance of the assignment, are delivered to Bravilor Bonamat in good time. | |
| 10 | The Client will be responsible for the timely delivery of the materials to be processed, as well as for the data required for the performance of the assignment. | |
| 11 | In the event of late delivery by the Client, Bravilor Bonamat will be entitled to set a further date for performance of the assignment. | |
| 12 | If, due to the late delivery by the Client, the manufacturing/assembly can only be carried out by engaging extra transport, overtime work, express delivery, etc., Bravilor Bonamat will, without any previous consultations with the Client being required, be entitled to do so, and any costs arisen as a result will be borne by the Client. | |
| 13 | If the progress in the performance of the work is delayed by the Client or by force majeure occurring on its part, Bravilor Bonamat may, on the dates on which it could have disposed of the goods had no delay occurred, dispose of a part of the price quoted for the entire delivery, proportionally and in relation to the finished part, as well as of any further costs incurred for the entire delivery, all to be increased by the customary custody fee in respect of the materials stored on the instructions of the Client. Should these periods not be expressly agreed on in advance, the foregoing may be disposed of immediately after lapse of the time required for finishing of the relevant work. | |
| 05. | DELIVERY AND PERFORMANCE | |
| Delivery or performance of the assignment by Bravilor Bonamat | ||
| 01 | All deliveries will be Ex Works (Incoterms 2010) Bravilor Bonamat facility in Heerhugowaard (the Netherlands) and will be deemed to have taken place at such time as the products to be supplied leave the Bravilor Bonamat facility in Heerhugowaard (the Netherlands) or on the date on which Bravilor Bonamat notifies the Client that the products ordered by it are at its disposal. | |
| 02 | All deliveries will be deemed to take place in Heerhugowaard (the Netherlands); all payments must be effected there. | |
| 03 | As soon as the Client has been notified that the goods ordered by it are available to it, it is to take delivery of such goods within ten days, failing which Bravilor Bonamat will be entitled to charge storage costs to the Client or to dissolve the Agreement subject to retention of its right to damages. | |
| 04 | From the moment on which delivery has formally taken place, all damage to the goods will be at the Client's expense. | |
| 05 | Each partial delivery, which will include delivery of parts of a composite assignment, may be invoiced, in which event such partial delivery will be regarded as a stand-alone transaction; in such event payment is to be effected in accordance with article 13 “PAYMENT”. | |
| 06 | Delivery by Bravilor Bonamat will at all times be Ex Works (Incoterms 2010) Bravilor Bonamat facility in Heerhugowaard, save in those cases in which the total amount involved in the assignment justifies delivery DDP (Incoterms 2010), all at the sole discretion of Bravilor Bonamat. | |
| 07 | In the event of delivery DDP (Incoterms 2010), the cheapest method of shipment will be used, unless agreed otherwise in advance. In the event of a derogating method of shipment, any additional costs incurred will be borne by the Client. | |
| 08 | Accepting the goods by a carrier, without a note on the consignment note or the receipt, will serve as proof that the packaging was in good condition. | |
| Delivery or performance of the assignment by the Client | ||
| 09 | In the event of delivery of materials, lettering, stickers, etc. by the Client, Bravilor Bonamat will, save in the event of debt or intent on the part of Bravilor Bonamat, not be liable for the unavailability of sufficient quantities in the crates, boxes or packages sent. | |
| 10 | Any material, lettering, stickers, etc., to be processed by Bravilor Bonamat are to be delivered DDP (Incoterms 2010) and in good time at the address stated by it. In the event of delivery DDU (Incoterms 2010), the freight costs incurred will be charged to the Client, without prejudice to the right of Bravilor Bonamat to refuse a DDU shipment (Incoterms 2010). | |
| 11 | If Bravilor Bonamat is in the possession of goods belonging to the Client, it will be entitled to retain those goods until the Client has fully paid all costs incurred by Bravilor Bonamat for purposes of performance of assignments of that particular Client, irrespective of whether such assignments relate to the said or to other goods of the Client, unless the Client has provided sufficient security for such costs. Bravilor Bonamat will also have such right of retention in the event of the Client's bankruptcy. | |
| 06. | LIABILITY | |
| 01 | Bravilor Bonamat will not accept any responsibility whatsoever for defects caused by the goods delivered due to fault or action of the Client or third parties, or due to external causes. | |
| 02 | Bravilor Bonamat will not have any obligations further to those ensuing from this article; in particular, in no event will Bravilor Bonamat be liable for any direct or indirect loss of profits which may arise due to failure to perform the assignment or to incorrect or untimely performance of the assignment. | |
| 03 | To the extent permitted by law, Bravilor Bonamat will not have any liability for any damage, howsoever named or caused, other than damage caused by intent or gross negligence on its part, to be proven by the Client and not exceeding the maximum of the amount of services or deliveries, or a proportional part thereof, to be carried out by Bravilor Bonamat. | |
| 04 | To the extent permitted by law, Bravilor Bonamat will not accept any liability for any indirect or consequential damage (e.g. lost turnover, loss owing to stoppage and/or lost profits). | |
| 05 | All claims from the Client for damages are to be reported to Bravilor Bonamat in writing within 4 weeks of the arising of such damage, all on pain of lapse of such claims. | |
| 06 | In no event will Bravilor Bonamat accept any liability for damage arisen due to negligent or careless use, or due to use contrary to the operating instructions of the goods delivered or to the unsuitability of the goods delivered for the purpose for which the Client has purchased and/or used them. | |
| 07 | To the extent permitted by law, the Client will be under an obligation to indemnify Bravilor Bonamat, and to hold and keep Bravilor Bonamat harmless, against all and any claims for damages instituted by third parties against Bravilor Bonamat in respect of damage arisen by or with the equipment supplied. | |
| 08 | If an assignment to deliver goods or perform services is given for the account of two or more private individuals or legal entities, these individuals or entities will, each individually, be jointly and severally liable for the full performance of the ad hoc obligation ensuing from the Agreement. | |
| 09 | Bravilor Bonamat undertakes to take proper care of the materials supplied by the Client for purposes of processing, as well as of the drawings/designs received from the Client, but it will not accept any liability whatsoever for loss due to fire, theft or breakage, etc., to the extent not covered by the insurance. | |
| 10 | Bravilor Bonamat will not be liable for any inaccuracies in the statements of shipments, duties and expenses by third parties to Bravilor Bonamat. | |
| 11 | Furthermore, Bravilor Bonamat will not be liable if incorrect freight costs and duties have been levied. The Client will be responsible for any ensuing claims and additional levies. | |
| 12 | Bravilor Bonamat will give advice to the best of its knowledge and in good faith; it will, however, not accept any liability for any loss or damage ensuing directly or indirectly from the substance of the advice given by it. | |
| 07. | PRODUCT LIABILITY | |
| 01 | To prevent any incorrect and/or careless use of products supplied by Bravilor Bonamat, the Client will, if acting in the exercise of a profession or business and if selling, letting, leasing the product supplied by Bravilor Bonamat, or otherwise making such product available to third parties for purposes of its operations, be under an obligation to make a proper and clear product description and use manual available to its respective other contracting parties. | |
| 02 | If the Client makes the products supplied by Bravilor Bonamat available to the buyers as referred to in article 7.1 rather than to the end user, it will be under an obligation to include the same clauses as stated in this chapter in the Agreement(s) with such buyer(s). | |
| 03 | If and to the extent, pursuant to product liability as referred to the EU directive of 25 July 1985 (OJEC no. L 210), Bravilor Bonamat is under an obligation to compensate damage arisen as a result of or caused by a defective product manufactured, supplied or imported by it into the EU, it will be entitled fully to recover such damage from the Client, if the latter has failed to perform the provisions of articles 7.1 and 7.2. | |
| 04 | If the Client has performed the provisions of articles 7.1 and 7.2, all parties, i.e. Bravilor Bonamat as well as each subsequent supplier, lessor, etc., as referred to in articles 7.1 and 7.2, will be under an obligation to compensate equal parts of the damage. | |
| 05 | If Bravilor Bonamat is held liable, pursuant to the product liability, for compensation of the full damage and Bravilor Bonamat is forced to honour such claim, it will, in accordance with article 7.4, have recourse against each of the subsequent buyers/suppliers, as referred to in articles 7.1 and 7.2. | |
| 06 | In the event that the claim for compensation of product damage aimed against Bravilor Bonamat is governed by the laws of a EU Member State, which has used the limitation option of Article 16 (1) of the EU Directive of 25 July 1985 (OJEC no. L 210), Bravilor Bonamat will, should a contracting party act pursuant to liability, waive all and any liability or obligation for compensation of product damage exceeding the relevant limit. | |
| 08. | COMPLAINTS AND WARRANTY | |
| 01 | Bravilor Bonamat will neither be liable for misprints, clerical errors and/or miscalculations and/or ambiguities in quotations, order confirmations and/or prospectuses, nor for the consequences thereof. In the event of inconsistencies in quotations, order confirmations or prospectuses, the explanation given by Bravilor Bonamat will be binding. | |
| 02 | Any defects in part of the goods supplied will not entitle [the Client] to reject the entire delivery. | |
| 03 | Bravilor Bonamat must be notified in writing or electronically of any complaints regarding defects in the goods no later than within eight days of their arrival at the place of destination. | |
| 04 | Bravilor Bonamat must be notified of any defects that could not have been reasonably identified within the period stated in the previous article immediately upon their discovery, but not later than ninety days after receipt of the goods, immediately discontinuing the use of the relevant goods. | |
| 05 | The Client will render all cooperation required by Bravilor Bonamat for investigation of the complaint, inter alia, by supplying sample material and/or by giving Bravilor Bonamat the opportunity to initiate an on-the-spot investigation into the quality and/or quantity of the services provided. | |
| 06 | If Bravilor Bonamat deems a defect in the products delivered demonstrated, it may, at its option, remedy the identified defect; resupply the goods that proved defective; or grant the Client a discount on the purchase price to be established in mutual consultation. In the first case, the Client will return the goods that are considered defective to Bravilor Bonamat at the latter's request. | |
| 07 | In the event of resupply, the benefit of the goods supplied that the Client or its buyer has meanwhile had will be taken into account, charging a fair compensation to the Client in respect thereof. | |
| 08 | Complaints in respect of certain shipments will not suspend the Client's payment obligation in respect of that particular or another supplies. | |
| 09 | Warranty will only be given in respect of goods that have been fully paid to Bravilor Bonamat and for a maximum period of 1 year. | |
| 10 | The warranty period will take effect on the date on which the delivery is formally deemed to have taken place, as indicated in article 5.1. | |
| 11 | If, while giving service, the warranty is invoked, the Client must state the type number, machine number and date of delivery. In addition, obtaining any form of compensation will require a service report and the defective part must, if possible, be returned to Bravilor Bonamat. | |
| 12 | If Bravilor Bonamat replaces parts in order to perform its warranty obligation, title to the replaced parts will be transferred to Bravilor Bonamat. | |
| 13 | In the event of a repair, the replaced parts will be covered by the warranty only if it is established that the defect or failure is due to an omission on the part of Bravilor Bonamat and the warranty period has not lapsed. In no event will any call-out charges or labour costs charged to the Client be compensated. | |
| 14 | The correct operation of the machines supplied by Bravilor Bonamat will be guaranteed only if the rules and conditions for proper and safe operation thereof, as stated in the information on the machines, are complied with. | |
| 15 | The warranty will lapse if: | |
| - The installation, user and/or maintenance instructions are not followed; | ||
| - The Client has entrusted the maintenance or the repair, or the set-up or relocation, as applicable, to third parties, unless such third parties have been appointed for that purpose by Bravilor Bonamat; | ||
| - Damage to and/or defects in the construction of the equipment have arisen due to fault, intent, carelessness and/or negligence on the part of the Client and/or third parties; | ||
| - The Client has treated or processed, or caused third parties to treat or process, the machines supplied, without having obtained the consent of Bravilor Bonamat. | ||
| 16 | Whether a certain defect or failure is covered by the conditions of the warranty described above will be solely at the discretion of Bravilor Bonamat. | |
| 17 | Any derogations in respect of the warranty provisions described above will be valid only if confirmed in writing by Bravilor Bonamat. | |
| 18 | No complaints may be lodged in respect of externally visible damage, such as scratches, dents, etc., except immediately upon delivery as referred to in article 8.3. | |
| 19 | In no event, neither during or after the warranty period, will the Client be able to seek dissolution of an Agreement pursuant to complaints or defects. | |
| 09. | RETURN SHIPMENT | |
| 01 | Bravilor Bonamat will not accept any return shipments, unless such shipments have been discussed in advance with the account manager/contact person at Bravilor Bonamat's and they have communicated in writing that they will accept the goods to be returned. | |
| 02 | The provisions of article 9.1 above will equally apply to goods taken delivery of; therefore, the mere taking delivery of goods at the warehouse of Bravilor Bonamat and/or by its employees will not be deemed to constitute acceptance. | |
| 03 | Goods that have been incorrectly returned will remain at the disposal and risk of the Client; any transport and/or storage costs will be borne by the Client. The above will fully apply to return shipments that turn out to be the subject of unfounded complaints. | |
| 04 | Return shipments accepted in accordance with the provisions of article 9.1 must carry a return number to be stated by Bravilor Bonamat in advance, a Bonamat item number as well as the date of delivery or of the invoice, as applicable. Furthermore, the reason for the return shipment as well as the name of the contact at the Client's must be stated. Return shipments must take place in their undamaged original packaging. | |
| 05 | In respect of all return shipments accepted in accordance with the provisions of article 9.01 Bravilor Bonamat will, save in the event that Bravilor Bonamat has sent the wrong goods to the Client, charge the Client with 10% of the net invoiced value with a minimum of €12.50. | |
| 10. | TRANSFER AND RETENTION OF TITLE | |
| 01 | Notwithstanding the actual delivery, title to the goods to be supplied will not pass to the Client until after it has performed all the following obligations from all Agreements entered into with Bravilor Bonamat: | |
| - The consideration(s) with respect to the goods delivered themselves; | ||
| - The consideration(s) with respect to the services provided or to be provided by Bravilor Bonamat pursuant to the Agreement(s); | ||
| - Any claims on account of non-compliance by the Client of any Agreement(s). | ||
| 02 | In respect of the goods referred to in article 10.1 Bravilor Bonamat will, to the extent possible, also retain co-ownership as security of all its outstanding claims vis-à-vis the Client, if such goods have been treated or processed or, failing such payment, would no longer be owned by Bravilor Bonamat due to any acts of the Client. | |
| 03 | The Client will, until further notice, be authorised to sell and supply the goods delivered to third parties for purposes of its normal business operations, provided that it will, on Bravilor Bonamat's demand, assign the claims obtained from these sales vis-à-vis its buyers to Bravilor Bonamat. The Client hereby irrevocably authorises Bravilor Bonamat to collect the relevant claim(s). | |
| 04 | As long as title to the goods supplied as set forth in article 10.1 has not passed to the Client, the Client may not, and cannot, establish any rights of pledge of any nature whatsoever on such goods, whereas the Client may not, and cannot, have the goods serve as security for any third-party claim. | |
| 05 | Bravilor Bonamat will at all times be entitled to remove, or cause third parties to remove, the goods supplied from the Client or its holders, if the Client fails to perform its obligations vis-à-vis Bravilor Bonamat. To that end, the Client is to render its cooperation on pain of a penalty of € 1,000 for each day that it remains in default. | |
| 11. | RIGHTS OF INTELLECTUAL PROPERTY | |
| 01 | By placing an order for the manufacture/assembly, reproduction or replication of any objects protected by copyright laws or any industrial property right, the Client declares that no copyright or industrial property rights of third parties are infringed and the Client indemnifies Bravilor Bonamat, in and out of court, against all, both financial and other consequences, ensuing from the manufacture/assembly, reproduction or replication. | |
| 02 | All rights of an industrial or intellectual nature, such as patent rights, in respect of products supplied by Bravilor Bonamat or parts thereof, will, both during and after performance of the assignment, be (and continue to be) the inalienable property of Bravilor Bonamat. The exercise of these rights, including publication or transfer of technical data, will be expressly and exclusively reserved to Bravilor Bonamat, both during and after performance of the assignment. The Client may not, in any way whatsoever and against payment or otherwise, make these data available to third parties or act, or fail to act, in any other way whatsoever in order to ensure that third parties can dispose of such data. | |
| 12. | LOAN AND CONSIGNMENT | |
| 01 | Goods and/or advertising material given on consignment will in all circumstances remain the inalienable property of Bravilor Bonamat. | |
| 02 | Bravilor Bonamat will at all times be entitled to terminate the consignment and to repossess the goods given on consignment. | |
| 03 | In the event of damage to or loss of goods given on consignment, the Client will be under an obligation to report this to Bravilor Bonamat forthwith. In the event of damage or loss, Bravilor Bonamat will be entitled fully to charge the Client for the damaged or lost goods. | |
| 04 | During the period of consignment, the Client will be under an obligation to give Bravilor Bonamat, on the latter's demand and during office hours, access to the room(s) where the goods given on consignment are located, in order to inspect or maintain such goods. | |
| 05 | If goods have been supplied on consignment in consultation with the Client to allow the Client to assess whether such goods fit the application devised by the Client, articles 12.1 to 12.4 will fully apply, in which event, after a period agreed with the Client in writing or after a period of one calendar month after the formal delivery in accordance with article 5.1, Bravilor Bonamat will be entitled to transfer title to the goods delivered by requiring the Client to perform its obligations for acquiring title to the relevant goods. | |
| 13. | PAYMENT | |
| 01 | If the performance of an assignment extends over a period longer than 1 (one) month, or if, in Bravilor Bonamat's opinion, the amount involved in the assignment is eligible, it may require payment, prepayment or payment in instalments. | |
| 02 | Bravilor Bonamat will, irrespective of the agreed payment conditions, be entitled to require sufficient security for payment or require such security during performance of an agreement. | |
| 03 | All payments are to be effected within the period stated in the invoice or, in the absence thereof, within a period of thirty days from the date of the invoice or of the date of delivery stated in the invoice, net and in cash without any deduction, in Euro. | |
| 04 | If the payment is not effected within the payment period stated in the invoice or, in the absence thereof, within a period of thirty days from the date of the invoice or of the date of delivery stated in the invoice, the Client will owe interest on the invoice amount of 1% per month, or part of a month, with effect from the date following the last day of the payment period; after each anniversary the Client will also owe interest on the interest then due. If and to the extent the statutory commercial interest rate is higher than the rate referred to herein, the statutory commercial interest will be charged. | |
| 05 | All - judicial and extrajudicial - costs to be incurred by Bravilor Bonamat to exercise its rights will be borne by the Client. Such costs will amount to at least 15% of the relevant amount, with a minimum of € 200. | |
| 06 | Irrespective of the provisions regarding the payment period in accordance with article 13.1, Bravilor Bonamat will be entitled to require payment in cash, or to require that the Client provides security for the payment, or pays a part of the agreed price to be determined by Bravilor Bonamat in advance, before delivery of the goods, even though payment must be effected promptly in spite of an agreed payment period, if Bravilor Bonamat does not deem this necessary. | |
| 07 | If the Client pays via L/C or requires legalization by a chamber of commerce, an embassy or consulate, an amount of € 300 will be added to the invoice in case the net value of the order is under € 7,500. | |
| 08 | If the Client arranges a transfer by a local bank via the service network of an international bank, Bravilor Bonamat will be in the position to charge any additional bank charges to the Client. | |
| 14. | DISPUTES | |
| 01 | There will be a dispute as soon as either party declares that there is. | |
| 02 | All Agreements and transactions of Bravilor Bonamat will exclusively be governed by the laws of the Netherlands, to the exclusion of the Vienna Sales Convention (CISG). | |
| 03 | All and any disputes, howsoever named, will be submitted to the Dutch competent court in Amsterdam, to the exclusion of all other arbitration, advisory and judicial bodies. |
