artikel 1. Algemeen
artikel 2 Offertes en aanbiedingen
1 Alle offertes en aanbiedingen van Sportief zijn vrijblijvend, tenzij in de offerte een termijn voor aanvaarding is gesteld. Een offerte of aanbieding vervalt indien het product waarop de offerte of de aanbieding betrekking heeft in de tussentijd niet meer beschikbaar is.
2 Sportief kan niet aan zijn offertes of aanbiedingen worden gehouden indien de Wederpartij redelijkerwijs kan begrijpen dat de offertes of aanbiedingen, dan wel een onderdeel daarvan, een kennelijke vergissing of verschrijving bevat.
3 De in een offerte of aanbieding vermelde prijzen zijn exclusief BTW en andere heffingen van overheidswege, eventuele in het kader van de overeenkomst te maken kosten, daaronder begrepen reis- en verblijf-, verzend- en administratiekosten, tenzij anders aangegeven.
4 Indien de aanvaarding (al dan niet op ondergeschikte punten) afwijkt van het in de offerte of de aanbieding opgenomen aanbod dan is Sportief daaraan niet gebonden. De overeenkomst komt dan niet overeenkomstig deze afwijkende aanvaarding tot stand, tenzij Sportief anders aangeeft.
5 Een samengestelde prijsopgave verplicht Sportief niet tot het verrichten van een gedeelte van de opdracht tegen een overeenkomstig deel van de opgegeven prijs. Aanbiedingen of offertes gelden niet automatisch voor toekomstige orders.
artikel 3 Contractsduur; leveringstermijnen, uitvoering en wijziging overeenkomst
artikel 4 Opschorting, ontbinding en tussentijdse opzegging van de overeenkomst
- de Wederpartij de verplichtingen uit de overeenkomst niet, niet volledig of niet tijdig nakomt;
- na het sluiten van de overeenkomst Sportief ter kennis gekomen omstandigheden goede grond geven te vrezen dat de Wederpartij de verplichtingen niet zal nakomen;
- de Wederpartij bij het sluiten van de overeenkomst verzocht is om zekerheid te stellen voor de voldoening van zijn verplichtingen uit de overeenkomst en deze zekerheid uitblijft of onvoldoende is;
- Indien door de vertraging aan de zijde van de Wederpartij niet langer van Sportief kan worden gevergd dat hij de overeenkomst tegen de oorspronkelijk overeengekomen condities zal nakomen, is Sportief gerechtigd de overeenkomst te ontbinden.
artikel 5 Overmacht
artikel 6 Betaling en incassokosten
artikel 7 Eigendomsvoorbehoud
artikel 8 Garanties, onderzoek en reclames, verjaringstermijn
artikel 9 AANSPRAKELIJKHEID
8. De in dit artikel opgenomen beperkingen van de aansprakelijkheid gelden niet indien de schade te wijten is aan opzet of grove schuld van Sportief of zijn leidinggevende ondergeschikten.
artikel 10 Risico-overgang
artikel 11 Vrijwaring
Artikel 12 INTELLECTUELE EIGENDOM
artikel 13 Toepasselijk recht en geschillen
artikel 14 Vindplaats en wijziging voorwaarden
GENERAL TERMS AND CONDITIONS
article 1. General
1. These terms and conditions apply to every offer, quotation and agreement between Sportief Sportartikelen BV, hereinafter referred to as: “Sportief”, and a Counterparty to which Sportief has declared these terms and conditions applicable, insofar as the parties have not expressly stated these terms and conditions in writing deviated.
2. The present terms and conditions also apply to agreements with Sportief, for the implementation of which third parties must be involved by Sportief.
3. These general terms and conditions have also been written for the employees of Sportief and its management.
4. The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
5. If one or more provisions of these general terms and conditions are at any time wholly or partially null and void or destroyed, the other provisions of these general terms and conditions will remain fully applicable. Sportief and the Other Party will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby the purpose and scope of the original provisions are observed as much as possible.
6. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, then the explanation must take place "in the spirit" of these provisions.
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
8. If Sportief does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Sportief would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases. .
article 2 Quotations and offers
1 All quotations and offers from Sportief are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime.
2 Sportief cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
4 If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Sportief is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Sportief indicates otherwise.
5 A composite quotation does not oblige Sportief to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
article 3 Contract duration; delivery terms, implementation and amendment of the agreement
1. The agreement between Sportief and the Other Party is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
2. If a term has been agreed or stated for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give Sportief written notice of default. Sporty must be offered a reasonable period of time to still implement the agreement.
3. If Sportief requires information from the Counterparty for the implementation of the agreement, the implementation period will not commence until after the Counterparty has made it available to Sportief correctly and completely.
4. Delivery takes place ex Sportief company. The Other Party is obliged to purchase the goods when they are made available to him. If the Other Party refuses or fails to provide information or instructions that are necessary for the delivery, Sportief is entitled to store the goods at the expense and risk of the Other Party.
5. Sportief has the right to have certain activities performed by third parties.
6. Sportief is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
7. If the agreement is executed in phases, Sportief can suspend the execution of those parts that belong to a following phase until the Other Party has approved the results of the preceding phase in writing.
8. If during the execution of the agreement it appears that it is necessary for a proper execution thereof to change or supplement it, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities, etc., is changed and the agreement is changed in terms of quality and / or quantity as a result, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. Sportief will provide a quotation of this in advance as much as possible. The originally stated term of execution may also be changed by an amendment to the agreement. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
9. If the agreement is amended, including an addition, Sportief is entitled to implement it only after approval has been given by the person authorized within Sportief and the Other Party has agreed to the price and other conditions stated for the implementation. , including the then to be determined time when it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of Sportief and is also no ground for the Other Party to terminate the agreement. Without being in default, Sportief can refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context.
10. If the Other Party should be in default in the proper fulfillment of what it is obliged to do towards Sportief, then the Other Party is liable for all damage (including costs) on the part of Sportief caused directly or indirectly as a result.
11. If Sportief agrees a fixed price with the Other Party, Sportief is nevertheless entitled at all times to increase this price without the Other Party being entitled in that case to dissolve the agreement for that reason, if the increase in the price ensues. from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
12. If the price increase other than as a result of an amendment to the agreement is more than 10% and takes place within three months after the conclusion of the agreement, only the Other Party that can rely on Title 5 Section 3 of Book 6 of the Dutch Civil Code entitled to dissolve the agreement by means of a written statement, unless Sportief is then still willing to execute the agreement on the basis of what was originally agreed, or if the price increase arises from a power or an obligation resting on Sportief under the law or if stipulated that the delivery will take place longer than three months after the purchase.
13. Sportief is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
article 4 Suspension, dissolution and early termination of the agreement
- the Other Party does not, not fully or not timely fulfill its obligations under the agreement;
- after the conclusion of the agreement Sportief becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
- the Other Party was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;
- If due to the delay on the part of the Other Party, Sportief can no longer be expected to fulfill the agreement under the originally agreed conditions, Sportief is entitled to dissolve the agreement.
1. Furthermore, Sportief is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be assumed by Sportief. are required.
2. If the agreement is dissolved, Sportief's claims against the Other Party are immediately due and payable. If Sportief suspends the fulfillment of the obligations, it retains its rights under the law and agreement.
3. If Sportief proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs arising in any way.
4. If the dissolution is attributable to the Other Party, Sportief is entitled to compensation for the damage, including the costs, caused directly and indirectly.
5. If the Other Party does not fulfill its obligations arising from the agreement and this non-compliance justifies termination, Sportief is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any DAMAGE COMPENSATION or compensation, while the Other Party, on account of breach of contract, however, compensation or compensation is required.
6. If the agreement is terminated prematurely by Sportief, Sportief will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. If the transfer of the work entails additional costs for Sportief, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the specified period, unless Sportief indicates otherwise.
7. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of the Counterparty, DEBT RESOLUTION or any other circumstance that prevents the Counterparty can freely dispose of its assets for longer, Sportief is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of Sportief on the Other Party are in that case immediately due and payable.
8. If the Other Party cancels a placed order in whole or in part, the items ordered or prepared for this, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully charged to the Other Party. are being brought.
article 5 Force majeure
1. Sportief is not obliged to fulfill any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for his account under the law, a legal act or generally accepted views. coming.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, on which Sportief cannot influence, but which makes Sportief unable to fulfill its obligations to come. This includes strikes in the company of Sportief or third parties. Sportief also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Sportief should have fulfilled its obligation.
3. Sportief can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than three months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
4. Insofar as Sportief at the time of the commencement of force majeure has meanwhile partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, Sportief is entitled to fulfill or fulfill the already fulfilled respectively. part to be invoiced separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.
article 6 Payment and collection costs
1. Payment must be made within the payment term stated on the invoice, in a manner to be indicated by Sportief in the currency in which the invoice is made, unless indicated otherwise by Sportief in writing. Sportief is entitled to invoice periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. The Other Party will then owe interest of 1% per month, unless the statutory INTEREST is higher, in which case the statutory interest will be due. The interest on the due amount will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.
3. Sportief has the right to have the payments made by the Other Party stretch in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal and the current interest.
4. Sportief can, without being in default as a result, refuse an offer for payment if the Other Party indicates a different order for the allocation of the payment. Sportief can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid.
5. The Other Party is never entitled to set off the amount owed by it to Sportief.
6. Objections to the amount of an invoice do not suspend the payment obligation. The Other Party that cannot invoke section 6.5.3 (Articles 231 to 247, Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
7. If the Other Party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if Sportief has incurred higher costs for COLLECTION that were reasonably necessary, the actual costs incurred will be eligible for compensation. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.
article 7 Retention of title
1. All goods delivered by Sportief in the context of the agreement remain the property of Sportief until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with Sportief.
2. Goods delivered by Sportief that fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or encumber in any other way the goods subject to retention of title.
3. The Other Party must always do everything that can reasonably be expected of him to make the property rights of Sportief SAFE.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to immediately notify Sportief thereof.
5. The Other Party undertakes to INSURANCE the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to Sportief upon first request. In case of a possible payment of the insurance, Sportief is entitled to these tokens. Insofar as necessary, the Other Party undertakes to Sportief in advance to cooperate with everything that may prove necessary or desirable in that context.
6. In the event Sportief wishes to exercise its property rights indicated in this article, the Other Party gives unconditional and non-revocable permission in advance to Sportief and third parties to be designated by Sportief to enter all those places where Sportief's properties are located and those items. to take back
article 8 Guarantees, research and complaints, limitation period
1. The goods to be delivered by Sportief meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify itself whether the use thereof is suitable for use there and meet the conditions set for it. In that case, Sportief can set other warranty and other conditions with regard to the goods to be delivered or work to be performed. Given the nature and application of the goods, we reserve a defect percentage of 2%. This will be applied in the reasonable sense of both parties.
2. The guarantee referred to in paragraph 1 of this article applies for a period of 1 year after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by Sportief concerns a good that was produced by a third party, then the guarantee is limited to that provided by the producer of the good, unless stated otherwise.
3. Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance by the Other Party and / or by third parties if, without written permission from Sportingly, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if they have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond Sportief's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
4. The Other Party is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In addition, the Counterparty should investigate whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect. Any visible defects must be reported to Sportief in writing within seven days after delivery. Any defects that are not visible must be reported to Sportief in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that Sportief is able to respond adequately. The Other Party must give Sportief the opportunity to investigate a complaint or have it investigated.
5. If the Other Party makes a timely complaint, this will not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered items. Agreed defects are covered by a credit invoice.
6. If a defect or missing article in a covered and closed packiging is reported later than 8 days after reception, the Other Party will no longer be entitled to repair, replacement or compensation.
7. After receipt of the delivered goods, any damage made during transport or deviating deliveries must be reported on the CMR / consignment note. If this is not the case, damage cannot be recovered.
8. If it is established that an item is defective and a timely complaint has been made in this respect, Sportief will CHOOSE the defective item within a reasonable period after receipt thereof or, if return is not reasonably possible, in writing with regard to the defect by the Other Party. of Sportief, replace or arrange for repair thereof or pay replacement compensation for this to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced good to Sportief and to transfer ownership thereof to Sportief, unless Sportief indicates otherwise.
9. If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs, incurred by Sportief as a result, will be fully for the account of the Other Party.
10. After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
11. Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Sportief and the third parties involved by Sportief in the implementation of an agreement is one year.
article 9 LIABILITY
1. If Sportief should be liable, then this LIABILITY is limited to what is regulated in this provision.
2. Sportief is not liable for damage, of whatever nature, caused by Sportief relying on incorrect and / or incomplete information provided by or on behalf of the Other Party.
3. If Sportief should be liable for any damage, then Sportief's LIABILITY is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
4. The liability of Sportief is in any case always limited to the amount paid out by its INSURER, where appropriate.
5. Sportief is only liable for direct damage.
6. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to compensate Sportief's inadequate performance. to have the agreement answered, insofar as these can be attributed to Sportief and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
7. Sportief is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Sportief or its managerial subordinates.
article 10 Transfer of risk
1. The risk of loss, damage or depreciation transfers to the Other Party at the moment when goods are brought under the control of the Other Party to the Other Party.
article 11 Indemnity
1. The Other Party indemnifies Sportief against any claims from third parties who suffer damage in connection with the implementation of the agreement and the cause of which is attributable to other than Sportief.
2. If Sportief should be addressed by third parties on that basis, the Other Party is obliged to assist Sportief both in and out of court and to do everything that may be expected of him in that case without delay. If the Other Party fails to take adequate measures, Sportief is entitled to do so itself without notice of default. All costs and damage on the part of Sportief and third parties that arise as a result, are fully for the account and risk of the Other Party.
Article 12 INTELLECTUAL PROPERTY
1. Sportief reserves the rights and powers which it is entitled to under the Copyright Act and other intellectual laws and regulations. Sportief has the right to use the knowledge gained through the implementation of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is disclosed to third parties.
article 13 Applicable law and disputes
1. All legal relationships to which Sportief is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court in Sportief's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Sportief has the right to submit the dispute to the competent court according to the law.
3. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
article 14 Location and change of conditions
1. These terms and conditions have been filed with the Limburg Chamber of Commerce in December 2020
2. The most recently filed version or the version that applied at the time of the creation of the legal relationship with Sportief is always applicable.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.