Terms and Conditions
General terms and conditions of sale and delivery in force at the private limited company WISA ENSCHEDE BV, with its registered office at Enschede, as filed at the Registry of the District Court of Almelo.
Registration in the Commercial Register of the Enschede Chamber of Commerce 06057308
Article 1. General
Unless expressly agreed otherwise, these general terms and conditions apply to all our deliveries of goods and all services performed by us. General references made by clients, who accept our terms and conditions simply by placing their orders, to their own terms and conditions will not be accepted by us and will be rejected in writing together with the order confirmation.
Article 2. Offers and order confirmation
All offers are invariably subject to contract. We are not bound until we have received and confirmed an order in writing from the purchaser. This order confirmation is sent by e-mail as a PDF file. We will only consider requests for amendments to the agreement made by the purchaser and/or the client on condition that we receive confirmation of this in writing within 2 days of placing the order. Unless expressly stated otherwise, all offers are based on execution under normal circumstances and during normal working hours.
Article 3. Prices and invoicing
All prices are calculated in euros for delivery ex works in Enschede. Freight charges will be charged separately. Unless agreed otherwise, prices quoted by us do not include VAT. Invoices will be sent by e-mail. Overruns or underruns up to a maximum of 10% are permitted.
Article 4. Delivery times
All delivery times stated by the vendor in correspondence, offers, order confirmations or price lists shall always be subject to alteration without notice.
Article 5. Delivery
Unless expressly agreed otherwise in writing, deliveries shall be deemed to be effected ex our warehouse in Enschede, which means that the risk will be borne by the purchaser from the moment the goods have left our warehouse. The loading and unloading of goods and their transport do not fall under our responsibility and are at our clients’ own expense and risk, except where this is carried out by ourselves with our own transport vehicles.
Article 6. Risk and transfer of ownership
The purchaser shall bear the risk for all direct and consequential damage which may be sustained by or as a result of these goods, either for the purchaser or third parties, immediately after these goods are deemed to have been delivered within the meaning of Article 5, subject to the provisions of Article 5. Notwithstanding the provisions of the preceding paragraph and of Article 5, ownership of the goods will only be transferred to the purchaser after all sums the purchaser owes with respect to these goods have been paid, including any interest and costs, without prejudice to rights acquired by third parties.
Article 7. Payment
Unless expressly agreed otherwise in writing, payment must be made in cash. Any reliance on setoff on the part of our clients is excluded. No deductions for cash payments are permitted. If the client fails to pay within the period agreed upon, he will be considered to be in default ipso jure and we will be entitled to charge him – without any demand or notice of default – with interest amounting to 7% in excess of the promissory note discount rate maintained by De Nederlandsche Bank NV. In the first instance, payments shall be considered to have been deducted from unsecured debts, regardless of whether instructions have been specified at the time of payment. If, in the event of overdue payment, collection proceedings are instituted by legal or other means, the amount owing shall be increased by 10% administrative costs, not including the costs of the lawyer charged with such collection, which shall also be borne by the client up to the sum owing or paid by us.
Article 8. Dispatch
The vendor shall determine the manner of dispatch regardless of the value of the consignment, unless the client has stated the manner of transport to be employed.
Article 9. Packaging
If the client has stated any specific requirements with respect to the manner of packaging, or if the vendor considers it necessary to use special packaging, this will be charged separately.
Article 10. Claims and liability
If defects in the consignment cannot be discerned immediately upon receipt, claims will only be considered on condition that the vendor has received such claims in writing within 8 days of delivery of the consignment. Claims will never be admitted if the goods delivered have been used, processed or printed in any way whatsoever by or on behalf of the client or his buyer. Defects discovered in part of the goods delivered do not entitle the purchaser to reject the entire consignment or to refuse to purchase the remainder of the consignment.
We are under no obligation to pay any compensation for damages, interest and costs due to causes such as accidents to persons and damage to movable and immovable property. The client is obliged to indemnify us against and compensate us for all damages, interest and costs that we may incur as a direct or indirect consequence of claims against us instituted by third parties with respect to incidents for which we are not liable pursuant to these terms and conditions.
We can never be held liable for the use of illustrations and/or texts on goods manufactured by us - or by third parties acting on our instructions - and commissioned by the client. The client guarantees his right to make use of the aforesaid illustrations and/or texts, and therefore accordingly provides us with unconditional indemnification against all claims made by third parties in this respect also for picture use in our price list/brochures and on our homepage.
Article 11. Printing
In addition to the above stipulation, the following shall apply to printed goods. The client may not enforce any claims regarding errors arising from unclear writing or the sending of incorrect files. With respect to the printing of balloons, the quality of such printing cannot be compared to other printing methods: in this case, therefore, no claims will be admitted with regard to the printing quality. All designs, printing plates, profiling knives and similar items manufactured by us or on our instructions, either at the client’s request or otherwise, shall remain the property of the vendor.
Article 12. Termination
Without prejudice to our other rights, we are entitled – without judicial intervention and without our being liable to pay any compensation – to terminate all or part of the agreement at our discretion if circumstances beyond our control prevent us from carrying out the agreement.
If the client fails to fulfil any obligation (or fails to do so in a proper or timely manner) applicable to him under this agreement or under any other agreement concluded with us, and in the event of bankruptcy, moratorium, closing down or liquidation of our client’s company, he will be considered to be in default ipso jure and we will be entitled – without any notice of default or judicial intervention – to suspend the performance of the agreement, or to terminate all or part of the agreement at our discretion, without our being liable to pay any compensation, but without prejudice to all our other rights. In all such cases, all present and future amounts owed to us by the client shall be immediately due and payable.
Article 13. Disputes
All disputes, including disputes that are only regarded as such by one of the parties, which may arise between the parties in connection with this agreement, or in connection with agreements deriving from it, shall be referred to the judgement of the District Court of Almelo, to the exclusion of all others.
Dutch law shall apply.
