Terms of delivery and payment Pajuk Optiek BV
1. Scope of application/General
1.1 The following conditions are applicable to all quotations of and contracts with Pajuk Optiek BV, including all companies affiliated with that company in a group (hereinafter referred to as "Pajuk Optiek BV"), unless agreement is made to the contrary. Pajuk Optiek BV does not accept the terms (of delivery) of the buyer / client unless express agreement is made to the contrary in writing.
1.2 The contract is formulated when a written or verbal order is placed with Pajuk Optiek BV and that order is accepted by Pajuk Optiek BV. By placing his verbal or written order or application, the buyer expresses his acceptance of these terms of delivery. An order or application is deemed to have been accepted by Pajuk Optiek BV if no express statement to the contrary is made to the other party within fourteen days of the order or application being received.
1.3 The quotations made by Pajuk Optiek BV are subject to contract unless express statement is made to the contrary. Quotations are based on the information provided by the other party when placing the order or application, which Pajuk Optiek BV assumes to be correct. The contents of leaflets, brochures and the Internet are subject to change and are non-binding to Pajuk Optiek BV.
1.4 In the event of the order not being carried out as a result of a non-attributable shortcoming, Pajuk Optiek BV reserves the right, without notice of default or legal intervention being required, to dissolve the contract in full or in part, without being obliged to pay any compensation for damages or guarantee and without prejudice to the other rights of Pajuk Optiek BV.
1.5 In the event of the client failing to meet his obligations arising from the contract entered into with Pajuk Optiek BV or to meet them properly or on time, or if there is any serious doubt about whether the client will be able to meet his contractual obligations to Pajuk Optiek BV, as well as in the case of the bankruptcy, suspension of payment, full or partial cessation of business operations, liquidation or transfer, whether or not as security for the client's business, including the transfer of a significant portion of his receivables and also in the event of property of the client becoming the subject of prejudgement or executory attachment, Pajuk Optiek BV reserves the right, without notice of default or legal intervention being required, to dissolve the contract in full or in part, without Pajuk Optiek BV being obliged to pay any compensation for damages or guarantee and without prejudice to the other rights of Pajuk Optiek BV.
1.6 In the event of prejudgement or executory (third-party) attachment being imposed on the products supplied by Pajuk Optiek BV or in the event of (imminent) bankruptcy or suspension of payment, the client is obliged to inform Pajuk Optiek BV as such without delay. If the aforementioned notification is not made, the client shall be held liable for all losses suffered in that regard by Pajuk Optiek BV.
2.1 Unless otherwise agreed in writing, invoices shall be paid without deduction or discount within 30 days of the invoice date and in the manner indicated in the invoice by Pajuk Optiek BV and in the currency stipulated therein.
2.2 If payment is made within 8 days of the invoice date, a claim can be made for a discount of 2% of the net invoice amount (not including VAT) for immediate payment.
2.3 The 30 day period is a term to be observed on penalty of forfeiture of rights. In the event of late payment, the buyer/client will therefore be held in default without notice of default being required.
2.4 In the event of late payment by the client, the client shall, by operation of law, and with effect from the due date of the invoice, forfeit an immediately payable
2.7 Pajuk Optiek BV reserves the right at all times to require security for the payment and/or advance payment, and penalty interest of 2% a month, for which a portion of a month shall be deemed to be a whole month.
2.5 Notwithstanding the stipulations of the Netherlands Civil Code regarding default, Pajuk Optiek BV shall in the case of non-payment or late payment of an invoice, claim compensation for the costs of extrajudicial legal assistance, set at 15% of the principal amount with a minimum of 110 euros (not including VAT). If the costs actually incurred are higher, then the client will be required to compensate the actual costs.
2.6 Payments made by the other party shall extend first to settlement of all payable interest and costs and then the due and payable invoices that have been outstanding the longest, even if the other party stipulates that the payment relates to a later invoice. To suspend compliance with its obligations until the required security has been furnished.
2.8 Delivered goods shall remain the property of Pajuk Optiek BV until full payment, including the costs provided for in articles 2.4 and 2.5, has been received.
2.9 In the event of the client failing to meet his payment obligations to Pajuk Optiek BV on time, Pajuk Optiek BV will be authorised to cancel other contracts between the client and Pajuk Optiek BV.
3. Complaints / returns
3.1 Complaints about delivered goods or services and/or objections to invoices must be presented to Pajuk Optiek BV in writing within 14 days of the invoice date at the latest. The submission of complaints or objections does not suspend the payment obligation.
3.2 Returns will be exclusively accepted – with the permission of Pajuk Optiek BV – provided that the provisions of article 3.1 have been met, the goods are undamaged and are sent back expeditiously in the original packagings, stating the invoice date and the packing slip / invoice number. If these details are not given, any crediting that is approved will be issued at the lowest price for those articles, to which volume discounts or graduated prices are applicable.
4.1 The liability of Pajuk Optiek BV for losses suffered by the other party owing to Pajuk Optiek BV (or a person for whom it is legally liable) failing to meet its obligations regarding compliance with the contract or committing an unlawful act in connection with the implementation of that contract is ruled out unless a case can be made for intentional act or omission or gross negligence on our part. All forms of liability for trading losses or other indirect losses (such as loss of productivity or loss of profits) suffered by the client or third-parties are rejected.
4.2 In the event of our being held liable pursuant to the previous article, our liability for such losses shall be limited to liability for direct losses and also up to a maximum of the invoice amount. Our liability shall in all cases be limited to the insured amount that qualifies for payment under the (business) liability insurance.
4.3 A shortcoming in the implementation of the order cannot be attributed to Pajuk Optiek BV if the fault does not lie with us and is not for our account by virtue of the law or generally accepted views.
4.4 Any liability on the part of Pajuk Optiek BV and the persons for whom Pajuk Optiek BV is responsible shall in all cases be limited to a maximum of the invoice amount or the part of the contract to which the liability relates.
4.5 For the consignment of goods, Pajuk Optiek BV will make use of sound transport methods. We cannot be held liable for irregularities concerning consignment. Irregularities in this context include theft, loss, breakage and other damage caused during transport.
5. Miscellaneous stipulations
5.1 Extra costs For each individual order of € 25,00 net or less, a minimum charge of € 3,85 will be made for extra handling and port/freight costs.
5.2 Notwithstanding the provisions of the first paragraph, the TNT or express delivery costs will be additionally charged for requested express consignments.
5.3 Contracts entered into by agents other than our employees shall only be binding to Pajuk Optiek BV if they have been confirmed by Pajuk Optiek BV in writing.
5.4 Resale of goods, other than to the general public requiring spectacles, shall only be permitted with the written permission of Pajuk Optiek BV
6.1 All rights of intellectual property relating to the works issued published by Pajuk Optiek BV, including copyrights, are held by Pajuk Optiek BV. If not expressly permitted by Pajuk Optiek BV or the law, no part of any publications of Pajuk Optiek BV may be publicised or reproduced in any manner whatsoever, including storage in any computerised file.
6.2 The other party is not permitted to remove or alter any marks indicating copyrights, brands, trading names or other rights of intellectual property from (software) materials.
7.1 All legal claims against Pajuk Optiek BV, including claims for compensation for damages, shall be prescribed and/or expire after a period of one year following the claim being made.
8.1 Amendments, additions or changes to the contract and the general conditions shall be valid exclusively if laid down in writing and signed by both of the parties.
9. Partial nullity
9.1 In the event of a stipulation of the contract and/or the general conditions proving to be invalid, that shall not affect the validity of the contract as a whole. The parties shall agree upon replacement stipulations that approach the intention of the original contract as closely as legally possible.
10. Disputes and applicable law
10.1 All disputes regarding the formulation, the interpretation or the implementation of a contract with Pajuk Optiek BV will be referred exclusively to the competent court in the district of Utrecht.
10.2 The contract, its interpretation and its implementation shall be governed exclusively by Dutch law.
10.3 The other party indemnifies Pajuk Optiek BV against all claims of third-parties in connection with this contract. That indemnification shall also relate to all damages and costs suffered or incurred by Pajuk Optiek BV in connection with such claims.
10.4. In the event of differences in interpretation arising between the Dutch text of these general terms of delivery and payment and its translations, the Dutch text shall take precedence and be binding to the parties.