Terms of delivery
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF SPEKKING BV (WEBSHOP)
Article 1 Applicability
1.1 In these terms and conditions, the following terms are defined:
- "Spekking": Spekking BV, established in Belfeld and registered in the trade register under number 63692872 or its affiliated companies;
- Product" or "products": the products offered or delivered by Spekking for infra, sweeping and sewerage technology, products for industrial cleaning technology and related industry, brushcutter accessories and/or other items;
- "service" or "services": services delivered by Spekking, including the stock service and the collection and delivery services;
- "customer": the (potential) customer of the products and/or services of Spekking;
- "consumer": a customer who is not acting in the exercise of a profession or business;
- Business customer": a customer who acts in the exercise of a profession or business.
1.2 These conditions apply to all offers of Spekking and to all agreements entered into with Spekking, as well as the execution thereof.
1.3 These conditions apply to the exclusion of any conditions used by the (potential) customer.
Article 2 Offers, orders and agreements
2.1 All offers made by Spekking are without obligation. Orders and acceptances of offers by the customer are irrevocable.
2.2 An agreement between Spekking and the customer is realised after the customer has provided all data requested by Spekking and Spekking has confirmed the order in writing or has commenced execution.
2.3 Oral commitments or agreements by or with its staff are not binding for Spekking, only if these are confirmed in writing by a staff member authorised to represent Spekking.
2.4 Inaccuracies in the order confirmation of Spekking must be reported to Spekking in writing within 5 days from the date of the order confirmation, in default of which the order confirmation is deemed to accurately and fully represent the agreement and the customer is bound by it.
Article 3 Information and conformity
3.1 Statements from Spekking concerning performance, dimensions and other properties are approximate and non-binding.
3.2 Illustrations, descriptions, catalogues, advertising material, offers and the information included on Spekking's website(s), in whatever form, are not binding to Spekking.
3.3 If the products ordered by the customer are intended to be used outside The Netherlands, the customer must ensure that the products and associated packaging, manuals etc. comply with all regulations in the country of destination. The use of the products and the conformity with governmental regulations is at the customer's risk.
Article 4 Intellectual property
4.1 All intellectual and industrial property rights with regard to the products and the design thereof, and with regard to everything that Spekking develops, manufactures or provides, including manuals, packaging, catalogues and images, belong to Spekking.
4.2 The customer is not permitted to remove or change any indication concerning patents, copyrights, brands, trade names or other rights of intellectual or industrial property from the products. The client is prohibited from using brands, logos and/or images of the products in or on behalf of advertising third-party products.
4.3 The customer may only offer, sell and deliver the products under the brand, logo and packaging that Spekking or its supplier has allocated to the products.
4.4 The intellectual property rights relating to the website(s) of Spekking, the design thereof and the descriptions, images, photographs, video clips and other information, in whatever form, are the property of or are under licence to Spekking or a company affiliated to Spekking and may not be used without permission from Spekking.
Article 5 Prices
5.1 The (purchase) price payable by the customer and additional costs for transport, VAT, (warranty) insurance and any other costs or charges, are clearly stated in the order confirmation and invoice of Spekking.
5.2 The prices stated on Spekking's website are without obligation and are subject to change.
Article 6 Delivery
Specified delivery times commence as soon as Spekking has received the purchase price and any additional costs owed by the customer in its bank account. Delivery times are not to be regarded as deadlines. Exceeding the delivery time does not oblige Spekking to pay any compensation and does not give the customer the right not to fulfil or to suspend its obligations arising from the agreement.
In addition to the possibility set out in article 12, a consumer is entitled to dissolve the agreement, if and insofar as Spekking has not fulfilled the agreement within 30 days after the initially stated or agreed delivery time. In that case, Spekking is not liable for damages.
The delivery time is based on the working conditions prevailing at the time the agreement was concluded and on the timely delivery of the items required for the performance of the agreement by Spekking. If a delay occurs as a result of a change in working conditions and/or the late delivery of goods required by Spekking, the delivery time will be extended, insofar as necessary.
Unless the parties have expressly agreed otherwise, delivery takes place Ex Works (Incoterms 2010). Spekking arranges transport to the customer, but transport takes place at the expense and risk of the customer. The risk of the products passes to the customer upon delivery.
The customer is obliged to accept the products immediately upon arrival at their destination. The risk is transferred to the customer upon delivery.
If a product ordered by the customer cannot be delivered, or cannot be delivered within a reasonable period of time, Spekking will, if reasonably possible, deliver an equivalent product for the same price.
If the customer does not accept the products or does not collect them, they will be stored at the expense and risk of the customer for as long as Spekking deems necessary. In this case, Spekking is authorised at all times to either demand compliance with the agreement, or to dissolve the agreement (extrajudicially), all this without prejudice to its rights to compensation for damages and loss of profit, including storage costs.
Spekking is not obliged to honour a request from the customer to re-deliver or return goods. If Spekking does so, the associated costs are for the account of the customer.
Spekking is authorised to execute an agreement in parts and to demand payment for that part of the agreement that has been executed.
Unless otherwise agreed in writing, delivery of spare parts is always made cash on delivery.
Article 7 Force majeure
If Spekking is prevented from fulfilling the agreement due to force majeure, it is entitled to suspend the execution of the agreement and as a result can no longer be held to any delivery time. In that case, the customer is not entitled to compensation for damage, costs or interest.
Force majeure includes: war, threat of war, strikes, fire, flooding, accident or illness of staff, business disruption, transport stagnation, disruptive legal provisions, import/export restrictions, problems with production or transport unforeseen by Spekking and any other circumstance that is not exclusively dependent on the will of Spekking, such as the non-delivery or late delivery of goods or services by third parties engaged by Spekking.
In the event of force majeure, Spekking is authorised to dissolve the agreement in respect of the part which cannot be implemented, by means of a written statement. If the force majeure situation lasts longer than 6 weeks, the customer is also authorised to dissolve the agreement in respect of the non-feasible part by means of a written statement.
If Spekking has already partially fulfilled its obligations at the start of the force majeure situation or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the part that can be delivered separately and the customer is obliged to pay this invoice as if it concerned a separate agreement.
Article 8 Warranty and claims
Spekking guarantees the soundness of the delivered products and services in accordance with what the customer may reasonably expect on the basis of the agreement and in accordance with the conditions of the factory warranty associated with the product. If nonetheless defects occur in a product delivered by Spekking as a result of manufacturing and/or material faults, Spekking will, in accordance with the conditions of the manufacturer's warranty, repair (or have repaired) the product or replace (or have replaced) the product in whole or in part.
The warranty is valid during the period of the factory warranty applicable to the product and only on presentation of the original invoice from Spekking.
Outside the warranty, in any case, are defects that occur in or are (partly) the result of normal wear and tear, the non-observance of the instructions in the manual, injudicious use, repair or other work by third parties or by the customer without prior written permission from Spekking. Spekking is not liable for (damages resulting from) these defects.
Used machines and equipment are sold "as seen". No warranty applies to used machines and equipment.
The customer must carefully inspect the delivered products immediately upon receipt. Any complaints relating to the quantity of products delivered and transport damage must be noted on the consignment or delivery note on delivery, failing which the consignment or delivery note shall constitute conclusive evidence against the customer of the fact that the correct quantity of products has been received and that these products have been received free from transport damage.
The customer must submit complaints about the products or services to Spekking within reasonable time after discovery. Adequate time is understood to mean a period of 30 days after the customer has discovered or reasonably should have discovered the defect. Late complaints lead to the loss of rights to repair, dissolution and/or (damage) compensation.
If the customer complains, he is obliged to give Spekking the opportunity to carry out an inspection to determine the defect. The customer is obliged to keep the products about which complaints are made at the disposal of Spekking, at the risk of forfeiting any right to complain and/or to replacement.
Returns to Spekking of sold products, for whatever reason, can only take place after prior written approval by Spekking, stating the return number allocated by Spekking and only on the basis of a return request in accordance with the return procedure described on the Spekking website. In the case of a return request, the customer is required to provide all details described in the return procedure. Spekking reserves the right not to honour return requests. Shipping or transport and all associated costs are the responsibility of the customer. The products remain at all times at the risk of the customer. Spekking will reimburse transport or shipping costs if it is established that there is an attributable shortcoming on the part of Spekking.
The customer must notify Spekking in writing of any inaccuracies in invoices within 5 days of the invoice date, in default of which the customer is deemed to have approved the invoice.
Complaints do not suspend the payment obligations of the customer.
After the discovery of a defect in a product, the customer is obliged to do all that is necessary to prevent or limit damage, including immediate cessation of use and trading.
These guarantee conditions apply to the consumer in addition to the rights that the consumer has under the law and if and insofar as they may be deviated from.
Separate repair conditions apply. In the event Spekking does not apply these, Spekking reserves the right to demand full payment of the repair costs prior to delivery of the repair goods.
Article 10 Retention of ownership
Spekking retains ownership of the delivered and to be delivered products, until its claims with respect to the delivered and to be delivered products have been fulfilled in full by the customer, including claims on account of failure to fulfil one or more agreements.
If the customer is in default of fulfilling its obligations, Spekking is entitled to recover the products belonging to it (or have them recovered) from the location where they are located, at the expense of the customer.
The customer is not entitled to pledge or transfer ownership of products not yet paid for other than in the normal course of business. This stipulation excludes the transferability of the customer's claim rights as referred to in article 3:83 paragraph 2 of the Civil Code.
The customer is obliged to store the products delivered under reservation of ownership with due care and as recognizable property of Spekking.
The customer is not entitled to any right of retention with respect to the products delivered by Spekking.
Article 11 Payment
Unless otherwise agreed in writing, payment of the products must be made before delivery and exclusively in the way indicated by Spekking.
Spekking has the right at all times to demand full or partial payment in advance and/or otherwise to obtain security for payment.
If payment is not received on time, the customer owes, without further notice of default, interest on the invoice amount equal to 1% per month, calculated from the due date until the day of payment.
All costs related to the collection shall be borne by the customer. For business customers, the extrajudicial collection costs shall be at least 15% of the amount to be collected, with a minimum of EUR 250. For consumers, the extrajudicial collection costs will be calculated in accordance with the Besluit Vergoeding van Buitengerechtelijke Incassokosten (BIK).
The Customer waives any right to set off amounts owed by both parties.
The entire invoice amount is immediately due and payable in full in the event of late payment of an agreed instalment on the due date, as well as if the Customer becomes bankrupt, applies for a (provisional) suspension of payments, is declared subject to the statutory debt rescheduling scheme (WSNP) or if his guardianship is applied for, if any attachment is levied on the Customer's property and/or accounts receivable, goes into liquidation or is dissolved. If one of the aforementioned situations arises, the customer is obliged to inform Spekking of this immediately.
Payments made by the customer will first be used to reduce the costs owed, then to reduce the interest owed and subsequently to reduce the claims that have been outstanding the longest, even if the customer states that the payment relates to another claim and/or later invoice.
Article 12 Cancellation and cooling-off period
A business customer is not entitled to cancel the purchase of products. If a business customer nevertheless cancels a purchase, he is obliged to reimburse Spekking for all costs reasonably incurred in view of the execution of the agreement, the loss of profit and other losses incurred by Spekking, plus VAT. The loss of profit is set at a minimum of 20% of the agreed sales price.
A consumer can dissolve the agreement with Spekking without giving reasons within 14 days after receipt of the products. The aforementioned cooling off period commences on the day after the consumer, or a third party designated by the consumer in advance, who is not the carrier, has received the product, or:
if the consumer has ordered multiple products in one order: the day on which the consumer, or a third party designated by him, has received the last product. Spekking may, provided it has clearly informed the consumer of this prior to the ordering process, refuse an order for multiple products with a different delivery time.
If the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by him, has received the last shipment or the last part;
in case of contracts for regular delivery of products during a certain period: the day on which the consumer or a third party designated by him has received the first product.
In case the consumer makes use of this possibility to dissolve the agreement, he must report this to Spekking according to the procedure described on the website of Spekking and by means of the appropriate model form.
The purchase amount paid by the consumer will be refunded within 14 days after termination and receipt of the products, minus the administration costs described in the return procedure. Spekking is not responsible for the processing times used by banks to process refunds.
Spekking is entitled to refuse returned products that are no longer in the condition in which they were delivered to the consumer, i.e. including the original packaging, manuals and warranty certificates, and to deduct any depreciation and/or return shipping costs from the amount to be refunded.
Article 13 Obligations of the consumer during the reflection period
During the cooling-off period, the customer will treat the product and its packaging with care. He will only unpack or use the product to the extent necessary to possibly determine the nature, characteristics and functioning of the product. The starting point here is that the consumer may only handle and inspect the product as he would be allowed to do in a shop.
Article 14 Privacy and security
Spekking respects the privacy of the customer. Spekking will process the personal data of the customer in accordance with the applicable privacy regulations and with the Privacy Statement that can be viewed on the website of Spekking. The customer agrees to this processing of their personal data. To protect the personal data of the customer, Spekking uses appropriate security measures.
Article 15 Final provisions
The invalidity or voidability of any provision of these conditions or of agreements to which these conditions apply, does not affect the validity of the remaining provisions. Spekking and the customer are obliged to replace provisions that are void or voided by valid provisions with, as far as possible, the same scope as the void or voided provision.
The place of performance of the agreement is deemed to be the place where Spekking has its registered office.
All agreements entered into by Spekking are exclusively governed by Dutch law, including the Vienna Sales Convention 1980 (CISG 1980).
In the event of disagreement about the interpretation of these general terms and conditions, the Dutch text is binding.
All disputes between Spekking and the customer will be exclusively adjudicated by the competent judge in the district of Limburg, the Netherlands, unless another judge on the basis of mandatory law is competent for a dispute with the consumer. Contrary to this, Spekking is authorised to apply to the court of the domicile/place of business of the customer. if that domicile/place of business is outside The Netherlands.
Version April 2018