GENERAL TERMS & CONDITIONS - SALONIZZER
ARTICLE 1 - DEFINITIONS
In these terms and conditions, the following terms, which also appear in the plural and/or singular, have the meanings given unless another meaning arises out of the nature or intention of the provisions.
1. Salonizzer B.V., user of these general terms and conditions,
its office at the same address as Salonizzer B.V. B.V., address, Weststraat 15, 4421 AC, Kapelle (ZLD), registered in the commercial register under Chamber of Commerce number 63537109.
2. Co-Contracting party: each person or legal entity with whom Salonizzer B.V. B.V. has entered, or aims to enter, into an agreement.
3. . Consumer: the Co-Contracting party as referred to in the previous paragraph who is a person not acting in the exercise of a profession orbusiness.
4. Contract: each agreement entered into between Salonizzer B.V. B.V. is bound to sell and supply products in return for payment.
5. Products: an article or substance to be supplied to the Co-Contracting party by Salonizzer B.V. B.V. under the agreement, including, butnot limited to, items for usage packed by Salonizzer B.V. B.V., which may or may not have been made available to Salonizzer B.V. B.V. by theCo-Contracting party
6. Website: www.Salonizzer B.V..com.
7. In writing: communication in writing, communication by e-mail or any other means of communication that can be considered as such in accordance with the current state of the art and views in society.
ARTICLE 2 - GENERAL PROVISIONS
1. These general terms and conditions are applicable to every offer or proposal made by Salonizzer B.V. B.V., and every agreement entered into.
2. Any general terms and conditions of the Co-Contracting party, however, described, are not applicable to the agreement, unless and insofar as they are expressly agreed to in writing prior to entering into the agreement. Should there be a conflict between the provisions of these general terms and conditions and the general terms and conditions of the Co-Contracting party, insofar as it has been expressly agreed that the general terms and conditions of the Co-Contracting party will also be applicable to the agreement, only the provisions of these general terms and conditions will apply.
3. The provisions in these general terms and conditions may only be deviated from if expressly agreed to in writing. If and insofar as that which has been expressly agreed in writing deviates from the provisions of these general terms and conditions, that which has been expressly agreed in writing by the parties will apply.
4. If one or more provisions of these general terms and conditions are found to be null and void, it shall not affect the validity of the other provisions.
ARTICLE 3 - PROPOSAL AND MAKING AGREEMENTS
1. Every offer and proposal made by Salonizzer B.V. B.V. is made without obligation, even if a period in which to accept the offer or proposal is stated. Salonizzer B.V. B.V. has to reconfirm an accepted order or purchase order from Co-Contractor in order to constitute a legally binding contract with the Co-Contractor.
2. The Co-Contracting party may not derive any rights from a Contract that is based on incorrect or incomplete information supplied by the Co-Contracting party.
3. These GENERAL TERMS & CONDITIONS can be downloaded from the Website and are applicable to any contract.
4. A combined quotation shall never oblige Salonizzer B.V. B.V.to fulfil a part of the order or proposal for a corresponding proportion of the quoted price.
5. If the acceptance by the Co-Contracting party deviates from Salonizzer B.V.’s B.V. order, the contract will not be in accordance with this deviation unless Salonizzer B.V. B.V. expressly confirms said deviation.
6. Salonizzer B.V. B.V. may investigate the Co-Contracting party’s financial position. Salonizzer B.V. B.V. reserves the right to cancel and terminate a Contract if it has a reason to believe that the Co-Contracting party will not fulfil its contractual obligations in due course
ARTICLE 4 - TOLERANCES
1. The characteristics stated and/or depicted by Salonizzer B.V. in the order, proposal, webstore, or otherwise of products to be supplied may deviate to an insignificant degree from that which is actually supplied. All deviations in the characteristics of the Products that the Co-Contracting party should reasonably be expected to tolerate, such as small differences in color and dimensions, and taste, are consider insignificant. The presence of insignificant deviations does not represent grounds for the Co-Contracting party to make any complaint, to suspend any of its obligations arising out of the Contract, to terminate the Contract, or to claim damages or any other form of compensation.
2. Co-Contractor is aware that wine remains a natural product, is a nature, of which the quality can evolve during transportation and storage.Salonizzer B.V. must always be given the opportunity to replace a product free of charge when a demonstrable and proven loss of quality isthe result of the processing thereof by Salonizzer B.V.
ARTICLE 5 - DELIVERY OF THE PRODUCTS
1. Incoterms Ex Works are applicable to all orders.
2. In the event Salonizzer B.V. arranges the transportation of the Products, the invoice address will be treated as the delivery address if the delivery address has not been stated by the Co-Contracting party. The risk of loss and or damage of the Products resulting from the transportation thereof will be for the account of the Co- Contractor unless expressively agreed upon otherwise by Salonizzer B.V..
3. Salonizzer B.V. reserves the right to make part deliveries of orders.
4. If the period for delivery is exceeded by Salonizzer B.V., it does not in any circumstances give the Co- Contracting party the right to refuse to receive the Products to be delivered or to refuse to pay to Salonizzer B.V. the amounts due under the Contract. If Salonizzer B.V. incurs additional expenses which it would not otherwise have incurred if the Products had been accepted at the time of delivery as envisaged, these expenses will be charged to the Co-Contracting party. These expenses may include but are not limited to, any additional costs in connection with several aiempts to make delivery or reasonable costs calculated by Salonizzer B.V. for storage of the Products.
5. The Co-Contracting party will take care of the timely provision of information regarding invoicing, including any specific payment features such as purchase order numbers (PO numbers) andtior cost center(s), in such away that the delivery of Products is not delayed. Salonizzer B.V. can only start Production if this information is available or when SalonizzerB.V. is accepted as a supplier in supplier systems. The Co-Contracting party will take care of the timely provision of the agreed specifications such a way that the delivery of Products is not delayed.
ARTICLE 6 - DELIVERY PERIODS
1. Salonizzer B.V. makes every effort to meet the lead times andtior delivery periods it has commiied itself to with the Co-Contracting party. These periods are only indicative, not strict deadlines. Salonizzer B.V. cannot be considered to be in default before the Co-Contracting party has given notice in writing that Salonizzer B.V. is in default and that notice contains a reasonable period in which to replace or recover the default and that Salonizzer B.V. is still in default after that period has elapsed.
2. Should Salonizzer B.V. depend on information to be provided by the Co-Contracting party to fulfill the agreement, the lead times and delivery periods as referred to in the previous paragraph will not begin until Salonizzer B.V. has received this information.
3. Salonizzer B.V. is depending on the timely supply of material by third parties for the execution of a contract. In the event, the delivery of said materials is overdue Salonizzer B.V. cannot be held liable for the extended period of delivery of the Products resulting thereof. Salonizzer B.V. will inform Co-Contractor in due course.
ARTICLE 7 - INSPECTION AND COMPLAINTS
1. The Co-Contracting party must examine on delivery, or immediately afterwards, whether the nature and quantity of the Product correspond with the Contract. If in the opinion of the Co-Contracting party, the nature andtior amount of the Products do not correspond with the Contract, they must report this to Salonizzer B.V. at the moment of the delivery or immediately afterwards, provided with the exact specifications, including pictures, batch code, packaging, etc.
2. If there are defects that could not reasonably have been seen or known at the time of delivery, the Co-Contracting party must report them to Salonizzer B.V. in writing within two days of becoming aware of the existence of the defects, or within two days of when it could reasonably have become aware of the defects.
3. If the Co-Contracting party does not make its complaint within the two days term as stated above, the complaint does not give rise to any obligation of Salonizzer B.V. towards the Co-Contracting party whatsoever.
4. Even if the Co-Contracting party does make its complaint on time, it is still obliged to pay Salonizzer B.V.’s invoice on time.
ARTICLE 8 - CONFORMANCE
1. Product defects as a consequence of an external cause or as a consequence of other circumstances which cannot be aiributed to Salonizzer B.V. do not constitute grounds for complaints
2. The Co-Contracting party has no right to return the Products. If there is a shortcoming and the Co-Contracting party has submitted a complaint to Salonizzer B.V. on time in accordance with article 8, Salonizzer B.V. will either repair the defect, replace the failing products, or refund the price of the failing Products in question as soon as Salonizzer B.V. deems possible. The Co-Contracting party shall not be able to claim any damages and or loss of profit, whatsoever, from Salonizzer B.V. on the grounds of a shortcoming besides the replacement of the failing Products and of the reimbursement of the paid price thereof as stated above.
3. If the Co-Contracting party does not make its complaint within the two days term as stated above, the complaint does not give rise to any obligation of Salonizzer B.V. towards the Co-Contracting party whatsoever.
4. Even if the Co-Contracting party does make its complaint on time, it is still obliged to pay Salonizzer B.V.’s invoice on time.
ARTICLE 9 - SPECIAL PROVISIONS FOR RESELLERS
1. If the Products to be supplied by Salonizzer B.V. are intended by the Co-Contracting party for resale, that resale by the Co-Contracting party is at its own risk and expense.
2. Any cooperation between the reseller and Salonizzer B.V. is never exclusive unless expressly stated otherwise. Salonizzer B.V. has the right to appoint several resellers without geographical limitation.
3. The Co-Contracting party that operates as a reseller of the Products is itself responsible for fulfilling its contractual obligations towards it send customer.
ARTICLE 10 - FORCE MAJEURE
1. Salonizzer B.V. is not obliged to fulfill any obligation in the Contract in the event of a force majeure.
2. If the force majeure means that it is permanently impossible to fulfill the agreement, the parties have the right to terminate the agreement with immediate etc.
3. If at the start of the force majeure Salonizzer B.V. has partially fulfilled its supply obligations, or is only able to fulfill those obligations in part, it has the right to charge for the part that has already been or will be supplied.
4. Without prejudice to the provisions of the previous paragraph, damage or loss as a consequence of force majeure will not be considered for compensation.
5. Any government regulation or instruction related to a pandemic can construe a force majeure and will be considered as such in the event Salonizzer B.V. informs Co-Contractor accordingly.
ARTICLE 11 - SUSPENSION AND TERMINATION
1. Salonizzer B.V. has the right to suspend or partially or completely terminate the Contract with immediate effect if the Co-Contracting party does not completely fulfill its obligations under the Contract on time or if Salonizzer B.V. becomes aware of circumstances that provide good grounds to fear that the Co-Contracting party will not be able to fulfill its obligations.
2. If the Co-Contracting party is in a state of bankruptcy, has applied for a moratorium or temporary moratorium of payment has been applied, any goods have been seized or are subject to distraint or aiachment, or if the Co-Contracting party cannot freely dispose of its capital, Salonizzer B.V. has the right to terminate the contract with immediate effect.
3. The Co-Contracting party cannot claim any form of compensation in respect of a right of suspension or termination exercised by Salonizzer B.V. on the grounds of this article.
4. The Co-Contracting party is obliged to compensate Salonizzer B.V. for the damages and loss of profit, whatsoever, as a consequence of the suspension or termination of the Contract.
5. If Salonizzer B.V. terminates the Contract on the grounds of this article, all outstanding invoices become immediately due and payable
6. After 12 months Co-Contracting party is allowed to cancel the subscription every month free of charge. Salonizzer B.V. will pick up the machine. Co-Contracting party can transfer the contract to someone else free of charge during the duration of the contract.
ARTICLE 12 - PRICES, COSTS, AND PAYMENTS
1. All prices stated by Salonizzer B.V. are offered in EURO’s and exclusive of VAT. All prices stated on www.salonizzer.com. are offered in EURO’s and including VAT.
2. All prices are subject to change without prior notice due to circumstances such as currency fluctuation, transport prices, fluctuations in raw material prices, and/or other unforeseen economic circumstances like a lockdown upon instruction of the government.
3. Unless agreed upon otherwise, on all orders a prepayment is applicable of 30% of the total value ex works and excluding VAT. This prepayment will be invoiced and paid within 14 days net by the Co-Contracting party immediately after the concluded Contract unless other wise stated within the Contract.
4. The subscription is invoiced per quarter, with the deduction of the prepayment. All payments have to be made within 14 days from the date of the invoice unless otherwise stated on the invoice.
5. If the Co-Contracting party is in default on any of its payment obligations towards Salonizzer B.V., Salonizzer B.V. will not be obliged to continue to fulfill the Contract.
6. Payment must be made in the way or ways indicated by Salonizzer B.V.
7. Salonizzer B.V. has the right to invoice the Co-Contracting party exclusively by e-mail.
8. In the event of failure to pay, the Co-Contracting party will be in default by operation of the law. From the day that the Co-Contracting party is in default, it will be liable to 2% interest on the outstanding amount per month, of which a part of the month will be deemed a full month.
9. All reasonable costs, such as court, extrajudicial, and enforcement costs, incurred in connection with the collection of the amounts due to Salonizzer B.V. from the Co-Contracting party, will be for the account of the co-Contracting party
10. Salonizzer B.V. can uphold the delivery of the Products until full payment has been received for all outstanding invoices.
ARTICLE 13 - LIABILITY AND INDEMNITY
1. Salonizzer B.V. is not liable for defects to the supplied products after the delivery thereof.
2. Salonizzer B.V. cannot be held liable for any damages and or loss of profit, whatsoever, suffered by the Co- Contractor resulting from noncompliance with the Contract.
3. In the event there is a shormall of delivery and or the delivered Products are not in conformity with the Contract, Salonizzer B.V. will replace the failing Products with new Products or reimburse to Co-Contractor the purchase price for said failing Products. Salonizzer B.V. shall in due contact with Co-Contractor try to solve the problem and inform Co-Contractor of its decision.
4. The Co-Contracting party indemnifies Salonizzer B.V. for any claims from third parties who suer damages and or loss of profit, whatsoever, in connection with or resulting from the delivered Products.
5. Co-Contracting party shall indemnify, defend, and hold harmless Salonizzer B.V.. and its directors, directors, share holders, trustees, partners, members, beneficial owners, agents, employees, atorneys, successors, and assigns from and against all claims, actions, damages,liens, fines, penalties, liabilities, losses, costs and expenses (including reasonable atorneys fees) brought by any person arising out of or relating to: (i) any act or omission of Salonizzer B.V. or its agents or employees; (ii) any actual or alleged violation of any federal, state or local statute, ordinance, administrative order, rule or regulation by Salonizzer B.V.; and (iii) any material breach by Salonizzer B.V. of any of its representations, warranties, duties or obligations under this Agreement.
6. The Co-Contracting party expressly and knowingly releases and discharges Salonizzer B.V., their agents and employees, from any and all liability of any kind, for any other legal or equitable remedies, and from any claim, cause of action, demand or liability of any kind for any damages, costs, fees, expenses, loss of profits, loss of goodwill, consequential, incidental or punitive damages, reimbursement, or other payment of any kind based on actual or asserted loss, destruction, damage, diminution in value or quality or other claimed harm or loss of any kind caused to the Product or related to the Services and Co-Contracting party agrees to hold Salonizzer B.V., their agents and employees, free and harmless therefrom.
ARTICLE 14 - RETENTION OF TITLE AND POSSESSORY LIEN
1. All of the Products supplied to the Co-Contracting party remain the property of Salonizzer B.V. during the contract.
2. The Co-Contracting party is obliged to store the supplied Products on which title is retained with the necessary care and as recognizable property of Salonizzer B.V.
3. The Co-Contracting party gives Salonizzer B.V. or parties appointed by Salonizzer B.V. unconditional permission to enter all those places where there are Products on which title is retained. The Co-Contracting party must provide Salonizzer B.V. with all information at the firstrequest in order for it to exercise its rights of ownership. All reasonable costs incurred in connection with the exercising of Salonizzer B.V.’s rights of ownership will be charged to the Co-Contracting party.
4. Salonizzer B.V. has the right to retain any goods of the Co-Contracting party that it might have in its possession in order to satisfy all payable claims that Salonizzer B.V. has against the Co-Contracting party.
5. Three months before end of Contract, TUBES Production Company BV will offer Co-Contracting party a purchase option or replacement option. Party is not obliged to accept the offer. In that case Salonizzer B.V. will take back the machine.
ARTICLE 15 - Intellectual Property Rights
1. The Co-Contracting party acknowledges and agrees that the Products and content of the site and namely but not exclusively the texts, marks, logos, diagrams, photographs, videos, sounds, music, layout, computer programs, machine, and designs are the property of Salonizzer B.V. or its affiliated companies or are used with the authorization of the owners and accordingly are protected by copy right, trademarks, patents and all other intellectual or industrial property rights which exist under applicable law.
2. The user can in no case use or copy the Product or content of this site for any purpose. Any other use, including the re production, modification, distribution, transmission, of the Products of this site, is strictly forbidden. No element of the Products or this site can be interpreted as granting a license or a right of use in relation to the marks or any other element present on this site.
ARTICLE 16 - GENERAL FINAL PROVISIONS
1. . Every Contract and all legal relationships arising out of them are exclusively subject to Dutch law.
2. Parties will not apply for judicial intervention before having tried their best to resolve the dispute in mutual consultation.
2. The Court in Rotterdam in The Netherlands is hereby exclusively authorized to give a decision about any disputes arising from or in connection with the Contract or any agreement between Salonizzer B.V. and Co-Contractor subsequent to the Contract.