GENERAL TERMS AND CONDITIONS OF SUPPLY – hektik.cc
hektik.cc is registered at the Rotterdam Chamber of Commerce under number 34137190.
Article 1. Scope of validity
Unless expressly agreed otherwise in advance and in writing, these General Terms and Conditions of Supply, hereinafter referred to as: “General Terms and Conditions” shall apply to any quotations issued or accepted by hektik.cc, all orders assigned to hektik.cc and/or goods supplied by or work performed by hektik.cc and/or any other type of service undertaken by hektik.cc in the broadest sense of the word.
The General Terms and Conditions applied by the counterparty of hektik.cc shall cease to apply under all circumstances, even in the event that the application of those terms and conditions is not contested once again after receipt by hektik.cc.
In the event that part of these General Terms and Conditions should turn out to be invalid or null and void, the remaining provisions shall continue to apply in full.
In the event that these General Terms and Conditions are revised, the new text shall apply from the date upon which it is lodged, notwithstanding our right to declare other conditions to be applicable with regard to a specific agreement, delivery or other type of service.
Article 2. Offers
1. All offers issued by us, in whatever form, shall be without obligation and shall remain valid for a period of fourteen days, commencing upon the date upon which the offer is issued. Thereafter, the offer shall be deemed to have expired and no further recourse to that offer shall be possible.
2. In the event that an offer is accompanied by budgets, plans, sketches, designs, samples, material cards, colour cards or other documents, whether these are presented in electronic format or not, these shall at all times remain the property of hektik.cc and must be returned to us when first requested to do so. Under no circumstances may they be reproduced or shown to third parties without our permission.
Offers issued by the counterparty shall contain a full description of the goods to be supplied and/or the work or services to be provided.
Our offers shall be based upon the information, drawings, measurements derived from drawings and quantities provided by the counterparty at the time, in conjunction with measurements taken by ourselves, if applicable.
Article 3. Formation of the Agreement
Notwithstanding the provisions below, any Agreement with us shall only be enacted once we have accepted or confirmed a written order. The confirmation shall be deemed to contain a full and accurate version of the written Agreement, unless the counterparty has issued an objection to this within seven days of receiving the confirmation.
The counterparty shall not be permitted to assign any rights or obligations under the terms of the Agreement with hektik.cc to a third party.
Any additional arrangements or changes made subsequently shall only be binding upon us once confirmed in writing.
In the case of transactions for which, by virtue of their nature or type, no offer or order confirmation is sent, the invoice shall incorporate a full and accurate version of the Agreement, unless an objection is submitted within seven days.
Any Agreement is only entered into subject to the suspensory clause that the counterparty can be demonstrated to be creditworthy for the purpose of fulfilling its financial obligations under the Agreement.
In the event that there exists reasonable doubt as to the financial solvency of the counterparty or in the event of late payment, we shall be entitled when entering into an Agreement or thereafter and before providing any (further) services, to demand security and the signing of a direct-debit mandate from the counterparty, in order to ensure compliance with the financial and other obligations under the terms of the Agreement.
7. We shall be entitled to seek information from financial institutions with regard to the creditworthiness of the counterparty.
8. Following consultation with the counterparty and in the event that we regard it to be necessary or desirable in order to ensure the correct performance of an order assigned to us, we shall be entitled to seek the services of third parties, the costs of which shall be charged on to the counterparty, in accordance with the price details provided by the said third party.
9. Unless expressly agreed otherwise, consecutive deliveries or other types of service shall not give rise to the formation of a long-term Agreement in accordance with which hektik.cc would be obliged to continue making deliveries or providing services.
Article 4. Price
Our prices are based upon delivery ex works/ex warehouse, including conventional packaging and/or other dispatch materials. Price shall be excluding VAT, import duties, other fees, duties or taxes, whether imposed by government or otherwise, and shall exclude the costs of transportation, loading and unloading, insurance and other costs to be borne by the counterparty.
In the event that the cost of any of the factors that determine the cost price should increase, we shall be entitled to increase the price originally agreed, accordingly.
Article 5. Supply
1. Unless otherwise agreed, goods shall be supplied ex works/ex warehouse or any other storage premises, in accordance with ICC Incoterms 2000.
Risk in relation to the goods shall be assumed by the receiving party at the time of delivery, in accordance with paragraph 1 of this Article.
The packaging or dispatch materials used by us shall not be returned to us.
We cannot guarantee delivery times. The agreed delivery time shall not constitute a final deadline, but shall be deemed to form the deadline within which we will endeavour to perform the required service. The lead time for delivery shall not commence until such time as all of the information that is necessary in order to enable us to implement the agreement is in our possession.
Delivery or consecutive deliveries shall not give rise to the formation of a long-term relationship between the parties and shall not impose upon hektik.cc an obligation to accept new offers or orders from the counterparty.
Article 6. Payment
Payment of the invoice price shall be effected no later than four days following the date of the invoice by means of transfer to the bank or girobank account held by hektik.cc, the details of which are stated on the invoice.
Recourse to the setting off of debts or any other form of settlement of amounts outstanding that the counterparty claims to be owed by hektik.cc, shall not be permitted.
Article 7. Default
In the event that the invoice price or part thereof is not paid on time, the counterparty shall legally be in default, without a requirement for a default notice to be sent by hektik.cc. In that event, we shall be entitled to charge to the counterparty all legal and other costs, including lawyer’s fees, incurred in an attempt to obtain payment of the outstanding amount.
The costs in relation to late payments shall be equivalent to a minimum of 10% of the amount owing and we shall also claim to any interest at the applicable statutory rate.
In the event that the counterparty has been in default for more than 30 days as a result of non-fulfilment of its payment or other obligations under the Agreement, we shall be entitled to terminate the agreement with immediate effect, without recourse to a court of law. In that instance, the counterparty shall be liable for all losses, including loss of profits, and costs arising from the failure on the part of the counterparty to comply with the Agreement.
Payments by the counterparty shall, in the first instance, be deducted from the statutory interest and costs, after which they will be deducted from the amounts of those invoices that have been outstanding for the longest time.
Article 8. Retention of ownership rights and retention
In the event that contrary to the aforementioned provisions, delivery takes place before payment is effected, the goods that have been purchased and delivered shall remain the property of hektik.cc and the counterparty shall be required to retain the goods on behalf of hektik.cc until such time as the counterparty has fulfilled its payment and obligations towards hektik.cc in full, including any payment of interest or costs. The counterparty shall return the goods to us when first requested to do so by us. We reserve the right to regain possession of the goods and shall be deemed to have been authorized by the counterparty to enter any premises in which said goods are located.
hektik.cc reserves, even following delivery, all rights of industrial or intellectual property on goods it has supplied, including designs, sketches, images, drawings, models, samples, material cards, colour cards etc. provided by it. All of these shall remain the property of hektik.cc and may not be reproduced or shown to third parties without our express permission.
We shall be entitled to exercise our right of retention upon monies, items and/or documents that are in our possession in connection with the Agreement with the counterparty, in so far as the counterparty is indebted to us, or may so become, by virtue of the Agreements previously entered into with the counterparty or that may be entered into in the future.
Article 9. Complaints procedure
The counterparty is obliged within 48 hours of taking delivery of the goods purchased to check whether or not the goods supplied are in accordance with the Agreement.
The items supplied by hektik.cc may deviate from the description in the order, in the event and in so far as any differences take the form of conventional and minimal differences in quality, colour, model, design, sizes, dimensions, tolerances or similar that are unavoidable from a technical point of view.
The counterparty shall be obliged to notify us of any faults and/or deviations as quickly as possible and no later than eight days after inspecting the goods.
Any complaints shall be made in writing and shall include a precise description of the complaint and shall state the number of the invoice upon which the relevant items appear. In the case of faults that cannot be detected during conventional checking, these shall be notified to hektik.cc within eight days of the fault being discovered.
4 No complaint may be submitted in relation to faults caused by normal wear and tear, use other than in accordance with the regulations, use other than in accordance with instructions for use or instructions printed on or inside the item itself, such as washing instructions, or any other incorrect or improper treatment, changes, repairs or other actions carried out by the counterparty.
Complaints relating to prices charged and other complaints relating to the invoice must have been submitted to use within a period of eight days of the date upon which the invoice is received.
Any complaints shall not release the counterparty from any of its payment or other obligations.
The counterparty shall be obliged to lend its full assistance with regard to any investigation into the validity of a complaint.
The counterparty’s right to submit a complaint shall lapse in the event that it has not complied with the above stipulations in their entirety.
9. In the event that a complaint is found to be valid, hektik.cc shall be entitled to decide as to the course of action to be taken and is not obliged to take any action that extends beyond seeking the return of the items involved and repayment of the invoiced price. Any further entitlement or claim on the part of the counterparty is hereby excluded.
Article 10. Exclusion and limitation of liability, indemnification
hektik.cc shall not be held liable for any direct or indirect damages or costs, of whatever type, including any consequential losses that arise as a result of the non-fulfilment of the Agreement of the items supplied or as a result of any other failure on the part of hektik.cc to fulfil the Agreement with the counterparty. Nor shall hektik.cc be held liable for any other services it undertakes, any instructions, information or advice it provides of whatever type.
The counterparty shall be obliged to indemnify us in respect of all claims from third parties for damages, including product liability, that relate to the use of goods supplied by us and/or services undertaken by us under the terms of the Agreement with the counterparty.
3. Any liability on the part of hektik.cc, whatever may be the reason for such liability or the circumstances under which it arises, and assuming such liability has not been excluded or limited in accordance with the stipulations above, shall always be limited to a maximum of 10% of the invoiced amount.
4. The counterparty shall indemnify us, our employees and any third parties assigned by us against claims from third parties, in respect of whom we are unable to invoke these General Terms and Conditions on behalf of ourselves, our employees and/or any third parties.
Article 11. Business name, intellectual and industrial property
The counterparty shall not acquire any rights relating to the use of any business names, brand rights, model rights, copyright or any other rights with regard to industrial or intellectual property, merely as a result of acquiring items supplied by hektik.cc.
It shall not be permitted in any form whatsoever to make use or to make available to third parties any plans, sketches, images, drawings, material cards, samples, packaging materials or methods, models, designs, trademarks provided by hektik.cc, without the prior written consent of hektik.cc.
The counterparty is obliged to inform us without delay in the event of any infringement of our intellectual and/or industrial property by a third party.
4. In order to safeguard the style and image of the items supplied by us, the counterparty shall not be permitted without prior consultation and without our written consent to undertake publicity work in relation to those items in any form or using any media.
Article 12. Applicable law and competent Court
1. All offers, agreements and the performance thereof, and any other services carried out by us shall be exclusively subject to the laws of the Netherlands.
In so far as the counterparty is located outside of the Netherlands, all agreements concluded with hektik.cc shall be governed by the Vienna Sales Convention of 11 April 1980, supplemented, in so far as is necessary, by the UNIDROIT Principles of Commercial Contracts of 2004 and, for matters not covered by either of the aforementioned sets of regulations, by the laws of the Netherlands.
Any disputes, claims or other issues arising out of and/or associated with the formation or the performance of the agreements concluded with us, including disputes with regard to these General Terms and Conditions, shall in the first instance be subject to the exclusive jurisdiction of the Court of The Hague.
Article 13. Translations
1. The text of these General Terms and Conditions in the Dutch language shall have precedence over translations of the same in another language.