Article 1. General

1.1 These conditions apply to all agreements entered into by Orgamebo BV, established in Kapel-Avezaath.

1.2 Special provisions that deviate from the terms and conditions of Orgamebo BV are only binding if they have been agreed in writing.

1.3 In these terms and conditions, “the other party” means: any (legal) person who has entered into or wishes to enter into an agreement with our company and, in addition to this, his representative(s), authorised representative(s), assignee(s) and heirs.

1.4 The other party’s own terms and conditions remain unaffected, unless they conflict with these terms and conditions. In that case, the terms and conditions will take precedence at all times, even if priority is stipulated otherwise.

1.5 Should a situation arise between the parties that is not regulated in these general terms and conditions, this situation must be assessed according to the spirit of these general terms and conditions.

1.6 We cannot be held to our quotations or offers if the other party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious error or typo.

Article 2. Offers

2.1 All offers made by us, in any form whatsoever, are without obligation, unless expressly stated otherwise.

2.2 Oral offers by Orgamebo BV or its subordinates are not binding until they have been confirmed in writing by Orgamebo BV.

2.3 The sending of offers does not oblige us to accept an order. We will notify the other party of non-acceptance as soon as possible, but in any case within 14 days after the offer has been made.

2.4 We reserve the right to refuse orders without giving a reason, to deliver cash on delivery or to require advance payment.

2.5 Samples: if a sample has been shown or provided by us, it is presumed to have been shown or provided only by way of indication. The characteristics of the goods to be delivered may differ from the sample, unless it is expressly stated that delivery will be made accordingly.

Article 3. Agreement

3.1 Except as stated below, an agreement is deemed to have been made as soon as we have started the execution, or after we have accepted or confirmed the order in writing, whereby the date of confirmation is decisive. The order confirmation is deemed to represent the agreement correctly and completely, unless the other party has immediately filed an objection in writing.

3.2 Any supplementary agreements and amendments made later are binding on us only if they have been confirmed by us in writing.

3.3 We have the right, upon or after entering into the agreement, before (further) performance, to demand security from the other party to ensure that both the payment obligations and the other obligations will be met.

Article 4. Prices

4.1 Unless stated otherwise, our prices are exclusive of value-added tax (VAT), other taxes, levies and duties, excluding the costs of loading and unloading, transport and insurance. Any exchange rate changes will be charged in euros.

4.2 In the event of an increase in one or more cost price factors, we have the right to increase the order price accordingly, in accordance with any existing legal regulations, on the understanding that future price increases that are already known must be stated in the order confirmation.

4.3 Cancellation: If the other party wishes to cancel a concluded agreement, 10% of the order price (incl. VAT) will be charged by way of cancellation costs, without prejudice to our right to demand full compensation, including for loss of profits.

Article 5. Delivery/collection

5.1 The delivery/collection times are always approximate times, unless expressly agreed otherwise in writing.

5.2 We have the right to deliver or collect in parts, which we can invoice separately.

5.3 Orders must be fulfilled as agreed.

Article 6. Force majeure

6.1 “Force majeure” is understood to mean any circumstances beyond the control of the parties or unforeseeable circumstances, as a result of which compliance with the agreement by the other party can no longer reasonably be expected.

6.2 If, in our opinion, the force majeure will be temporary in duration, we have the right to suspend the execution of the agreement until the circumstance causing the force majeure no longer occurs.

6.3 If, in our opinion, the force majeure situation is of a permanent nature, the parties can make an arrangement regarding the termination of the agreement and the associated consequences.

6.4 We have the right to demand payment for services performed in the execution of the relevant agreement before the circumstance causing force majeure became apparent.

Article 7. Liability

7.1 We exclude any liability that is not regulated by law. In any case, we remain liable to the other party and to third parties for damage resulting from unlawful actions on our part, except in the case of gross negligence on our part.

7.2 Our liability will never exceed the total amount of the order in question or any payment made by our insurance company.

7.3 Subject to the generally applicable legal rules of public order and good faith, we are not obliged to pay any compensation for direct or indirect damage of any nature whatsoever, including business damage, damage to movable and immovable property or injury to persons, both towards the other party and towards third parties.

7.4 In any case, we are not liable for damage arising from, or caused by, the (incorrect) use of the delivered goods or by their unsuitability for the purpose for which the other party acquired them.

7.5 The mere receipt of the delivered goods by or on behalf of the other party indemnifies us against any claims from the other party and/or from third parties for payment of damages, regardless of whether the damage arose as a result of composition or any reason.

7.6 The other party indemnifies us against all claims that third parties make, or could make, against us due to product liability as a result of a defective product delivered to that third party, which (partly) consists of a product delivered by us.

Article 8. Complaints

8.1 Any complaint will only be processed by us if it reaches us directly in writing within 8 days after delivery of the relevant service, if it accurately states the nature and basis of the complaint.

8.2 Complaints concerning invoices must also be submitted in writing within 14 days. After the expiry of this period, the other party is deemed to have approved the invoice respectively. We will then no longer be able to process the complaint.

Article 9. Deviations and tolerances

9.1 The normal deviations of a natural product do not give the other party the right to cancel or suspend the agreement or demand any compensation.

Article 10. Retention of title

10.1 The delivered goods remain our property until all our deliveries and work performed under the agreement, or deliveries and work yet to be performed, including interest and costs, have been paid by the other party. In the event of suspension of payment, bankruptcy, deferment of payment, liquidation of the other party or death (when the other party is a natural person), we have the right to cancel the order in whole or in part without notice of default or judicial intervention and to retain the unpaid part of the delivered goods.

10.2 The goods may be resold or used by the other party in the context of its normal business operations, but they may not be given as collateral or used as security for a third-party claim.

10.3 As security for correct payment of all our claims, for whatever reason, we also obtain – through the existence of the claim – a non-possessory pledge on all those goods in which the goods delivered by us are incorporated or of which they form part. The order signed by the other party and the subsequent written acceptance on our part are deemed to be a private instrument as referred to by law.

Article 11. Payment

11.1 Unless agreed otherwise in writing, payment must be made in cash without discount or settlement, or by deposit or transfer to a bank account designated by us within 14 days of the invoice date. The value date indicated on our bank statement is decisive and is therefore regarded as the date of payment.

Article 12. Interest and costs

12.1 If payment has not been made within the period stated in the previous article, the other party is legally in default and owes interest of 1% per (part of a) month on the outstanding amount starting from the invoice date.

12.2 All judicial and extrajudicial costs incurred will be borne by the other party, including all actual legal and legal assistance costs incurred during legal proceedings which exceed the court-approved scale of costs. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the above-mentioned interest.

Article 13. Applicable law

13.1 All of our offers, agreements and their execution are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods or CISG is expressly excluded.

Article 14. Disputes

14.2 All disputes arising from the agreements entered into between the parties, including the mere collection of the amount owed, will be brought before the Civil Court in the place of establishment of Orgamebo BV, if the latter so wishes, insofar as the Civil Court is legally competent in the matter.