General Terms and Conditions

 

General Terms and Conditions of Landskroon B.V.

 

Registered address: Tweelingenlaan 43, 7324 AP Apeldoorn, The Netherlands

Email address: office@landskroon.nl

Chamber of Commerce number: 08082543

VAT number: NL808081573B01

 

Definitions

General Terms and Conditions: these general terms and conditions of sale, delivery and payment of Landskroon;

Services: the services provided by Landskroon pursuant to the agreement concluded between the Client and Landskroon;                                                                            

Landskroon: Landskroon B.V., having its registered office in Apeldoorn and registered with the Chamber of Commerce under number 08082543;

Client: the counterparty of Landskroon B.V. to whom it supplies Products or Services on the basis of an agreement and subject to these General Terms and Conditions;

Products: the products supplied by Landskroon pursuant to the agreement concluded between the Client and Landskroon.

 

Artikel 1: Applicability

a.       These General Terms and Conditions apply to all offers made by and all agreements concluded with Landskroon.

b.       Deviations from these terms are only possible by explicit written agreement.

c.       The applicability of any other set of general terms and conditions, such as those of the Client, is explicitly excluded.

 

Artikel 2: Offers

a.       Offers are non-binding and only result in an agreement if, after written acceptance by the Client, the offer is not revoked in writing by Landskroon within one working day, or if it is executed in practice by Landskroon.

b.       If the offer is made by an intermediary (representative), the provisions of paragraph a remain fully applicable.

 

Artikel 3: Prices

a.       Agreed prices may be increased by Landskroon by up to 10% in the event of increased costs and/or levies or taxes imposed under government regulations or other mandatory measures, as well as for other reasons such as wage increases, increases in purchase prices/transport costs/material prices, including as a result of changes in currency exchange rates.

          Price increases exceeding the agreed amount entitle the Client to dissolve the agreement by written declaration. If and insofar as Landskroon has already performed part of the agreement, the agreement shall remain in force for that part. The Client shall remain liable for the corresponding consideration, which shall become immediately due and payable.

b.       Prices are exclusive of VAT and other government levies, unless stated otherwise.

c.       If delivery outside the Netherlands has been agreed, any resulting government levies shall be borne by the Client.

 

Artikel 4: Force Majeure

a.       In the event of force majeure, performance of the agreement shall be suspended for as long as the cause of force majeure renders performance impossible for Landskroon, without the Client being entitled to any compensation.

b.       In the event of permanent force majeure, the Client is obliged to pay a proportionate part of the total price for the goods already delivered.

c.       Force majeure includes, but is not limited to: war, threat of war and riots, obstructive measures by domestic or foreign authorities, fire, sabotage, general strikes, transport disruptions, shortcomings of our suppliers with regard to purchase agreements corresponding to sales agreements concluded with Clients, and other unforeseen circumstances as a result of which performance by Landskroon becomes temporarily or permanently impossible.

 

Artikel 5: Delivery

a.       Delivery periods stated by Landskroon in an offer are not strict deadlines, unless agreed otherwise. In the event of late delivery, the Client must give Landskroon written notice of default, granting a reasonable term for performance.

b.       Unless otherwise agreed, delivery shall be ex warehouse, meaning the location from which delivery is made by or on behalf of Landskroon according to the agreement. The moment of delivery is the moment when risk passes to the Client. Article 11 remains fully applicable.

c.       The Client is obliged to take delivery of the Products within 10 days after written notification that they are available. Failing this, risk shall pass to the Client by operation of law after the aforementioned period, and Landskroon shall be entitled to charge storage costs. Article 11 applies.

d.       If the Client has not fulfilled any payment obligation arising from previous similar deliveries or is in default regarding required security, Landskroon is entitled to suspend delivery.

e.       In case of storage, the Client will be informed where and until when the Products can still be collected, whereby Landskroon may set reimbursement of storage costs as a condition.

f.       If the Client fails to take delivery in time, Landskroon is entitled, without notice of default and without prejudice to its right to compensation, to dissolve the agreement by written notification. If and insofar as Landskroon has already performed part of the agreement, the agreement remains in force for that part. The Client shall remain liable for the corresponding consideration, which shall become immediately due and payable.

g.       If it is agreed that Landskroon will deliver the Products to the Client, the risk shall pass upon delivery or, if the Client refuses to accept the Products, on the date they were first offered for delivery.

 

Artikel 6: Liability and Indemnity

a.       If the Client suffers damage as a result of performance of the agreement and Landskroon is liable, such liability—unless covered by insurance and except in cases of intent or gross negligence by Landskroon or its managerial staff—is limited as follows:

          - For deliveries up to EUR 500 (excluding VAT): maximum the invoice value excluding VAT.

          - For deliveries from EUR 25,000 (excluding VAT): maximum 50% of the invoice value excluding VAT.

          - For deliveries between EUR 500 and EUR 25,000 (excluding VAT):  by multiplying the invoice amount by a decreasing percentage, starting at 99% for invoice   amounts from EUR 500 to EUR 1,000, 98% for EUR 1,000 to EUR 1,500, etc.

b.       Landskroon is never liable for consequential damages suffered by the Client.

          If, after delivery, the Client rightfully claims repair or replacement due to non-conformity, Landskroon is entitled instead to refund the purchase price.

c.       Rights of the Client related to delivered Products do not transfer to third parties unless agreed otherwise.

d.       The Client indemnifies Landskroon against all third-party claims related to the agreement or the delivered Services or Products, unless such claims result from intent or gross negligence of Landskroon or its managerial staff.

e.       If Landskroon dissolves an agreement due to circumstances attributable to the Client, the Client must compensate Landskroon for damages in addition to payment for already delivered goods or services. All amounts owed after dissolution become immediately due and payable.

Artikel 7: Warranties

Landskroon provides no warranties other than those required by mandatory law. If Landskroon can invoke a supplier’s warranty for the benefit of the Client, it will make reasonable efforts to do so.

 

Artikel 8: Complaints

a.       The Client must inspect the Products immediately upon delivery for visible defects. Complaints regarding delivered Products or Services must be submitted in writing within 14 days after discovery (or when reasonably discoverable) via office@landskroon.nl,  failing which all claims lapse.

b.       Complaints regarding invoices must be submitted in writing within 14 days of the invoice date via office@landskroon.nl.    

c.       Landskroon may refuse returns unless made in accordance with the return policy on https://landskroon.com/nl/policies/refund-policy or unless prior written approval has been given. 

 

Artikel 9: Payment

a.       Unless otherwise agreed in writing, payment must be made no later than 30 days after the invoice date. If this period is exceeded, the Client will be in default by operation of law.

b.       Landskroon may invoice storage and management costs on an interim basis.

c.       At Landskroon's first request, the Client shall provide additional security for the amounts owed by the Client to Landskroon.  

d.       In the event of late payment as referred to in paragraph a., the Client shall owe Landskroon interest of 1.5% per month, with part of a month being counted as a whole month, on the amount due, without prior notice. If payment in instalments has been agreed, late payment shall render the entire remaining amount due immediately payable.

e.       If Landskroon is compelled to outsource the collection of any claim against the Client, both the judicial and extrajudicial costs will be borne by the Client, with the latter costs being calculated in accordance with the rates applicable at the time of recovery, as laid down in the Extrajudicial Collection Costs Decree.

 

Artikel 10: Cancellation

Cancellations and changes by the Client to agreements that have been concluded are only possible if and insofar as this has been agreed in writing with Landskroon.               

 

Artikel 11: Retention of Title / Right of Retention

a.       All Products delivered by Landskroon remain the property of Landskroon at the expense and risk of the Client until the Client has fulfilled all obligations towards Landskroon, for whatever reason. The Client guarantees that Landskroon's property will be stored in such a way that it is recognisable and identifiable as such.

           In the event of seizure, bankruptcy or (provisional) suspension of payments, the Client shall immediately inform the bailiff(s) carrying out the seizure, the receiver or the administrator of our property rights.

b.       Landskroon is entitled to exercise its property rights at any time, and the Client shall provide Landskroon with the necessary cooperation at all times.

c.       Repurchase in accordance with the above does not affect Landskroon’s right to compensation for non-performance.

 

Artikel 12: Intellectual Property Rights

All intellectual property rights relating to Products delivered or data provided by Landskroon (including but not limited to drawings, images, catalogues) remain with Landskroon unless explicitly agreed otherwise. All data and documents provided must be returned at first request.

Artikel 13: Applicable Law and Competent Courd

a.       All offers and agreements made by and with Landskroon are governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.  

b.       Any disputes between the Client and Landskroon that may arise in connection with any offer or agreement, including the General Terms and Conditions, shall be submitted exclusively to the competent court of Gelderland, location Zutphen (including the preliminary relief judge).  

c.       In the event of any conflict between the Dutch version of these General Terms and Conditions and a translated version thereof, the meaning of the Dutch version shall prevail at all times.

Online publication, filing and provision

These General Terms and Conditions can be consulted at all times via www.landskroon.com. They have also been filed with the Chamber of Commerce and will be provided free of charge upon request.