Terms and Conditions

TERMS AND CONDITIONS

Herjan OHG B2B (not the consumers)

Article 1: Definitions
Supplier: Herjan OHG is the supplier of professional hand and power tools.

Buyer: The counterparty of the supplier, acting in the exercise of a profession or business, to whom the supplier sells and delivers goods, as well as to whom the supplier also provides services, etc., as the occasion arises. All that do not fall under consumer law.
Agreement: The agreement between supplier and buyer, not being a consumer, or only business to business (B2B).



Article 2: Applicability
2.1. These terms and conditions apply to all legal relationships between the supplier and the buyer, including every offer, quotation and agreement between the supplier and the buyer to which the supplier has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing.
2.2. The present terms and conditions also apply to all agreements with the supplier, for the implementation of which third parties must be involved.
2.3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing. In any case, all agreements regarding promotional offers and/or agreements regarding products that are offered at a lower selling price due to damage are excluded.
2.4. The applicability of any purchase or other conditions of the buyer is expressly rejected.
2.5. If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The supplier and the buyer will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and purport of the original provision will be taken into account as far as possible.



Article 3: Offers and conclusion of the agreement
3.1. Every offer made by the supplier is without obligation, unless a term for acceptance is expressly stated in or in connection with the offer.
3.2. The prices in the offers/quotations referred to are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless agreed otherwise.
3.3. The offer is based solely on the information provided by the buyer, whereby the supplier may rely on the correctness and completeness thereof. The buyer guarantees the correctness and completeness of the information referred to.

3.4. The binding non-cancellable agreement between supplier and buyer is concluded in the following ways:
a) by explicit oral or written and unaltered acceptance by the buyer of the offer made by the supplier;
b) by the buyer signing the delivery note after receipt of the goods delivered by the supplier;
c) after receipt of the order confirmation from the supplier, signed by the buyer for approval.



Article 4: Execution of the agreement
4.1. The buyer shall ensure that all data, which the supplier indicates are necessary or which the buyer can reasonably know are necessary for the execution of the agreement, are provided to the supplier in a timely and correct manner.



Article 5: Delivery
5.1. Delivery is made ex delivery van/warehouse of the supplier.
5.2. The buyer is obliged to take delivery of the goods at the moment the supplier delivers them to him or has them delivered, or at the moment they are made available to him in accordance with the agreement.
5.3. If the buyer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the supplier is entitled to store the goods at the expense and risk of the buyer.
5.4. For orders with a purchase value of less than €1,500 excluding VAT, the transport costs are for the account of the buyer.
For orders with a purchase value higher than € 1,500 excluding VAT, the transport costs are for the account of the supplier, unless it concerns an exceptionally extensive transport (this is at the discretion of the supplier), or shipments abroad, the costs of which are for the account of the buyer. are.
5.5. The risk of the goods transfers to the buyer at the time when they are legally and/or actually delivered to the buyer and are thus placed in the power of the buyer or of a third party to be designated by the buyer.



Article 6: Price and costs
6.1. The price is exclusive of VAT and any costs to be incurred in the context of the agreement.
6.2. The Supplier is entitled to increase this price, for example in the event of an amendment or addition to the agreement.
6.3. Furthermore, the supplier is entitled to pass on price increases if the rates with regard to, for example, wages or other costs have increased between the time of the offer and delivery.



Article 7: Payment
7.1. Payment must be made immediately after the invoice date, unless agreed otherwise in a manner to be indicated by the supplier, in the currency in which the invoice was made, without any deduction, discount or set-off being permitted. Objections to the amount of the invoices do not suspend the payment obligation.
7.2. If the buyer fails to pay immediately, the buyer is legally in default. The buyer then owes interest equal to the applicable statutory commercial interest. The interest on the due and payable amount will be calculated from the moment that the buyer is in default until the moment of payment of the full amount, whereby part of a month is counted as a full month.
7.3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the buyer, the claims of the supplier against the buyer are immediately due and payable.
7.4. The supplier has the right to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest that has accrued and finally to reduce the principal sum and the accrued interest. The Supplier may, without being in default as a result, refuse an offer of payment if the Buyer designates a different order for the allocation. The Supplier may refuse full repayment of the principal sum, if the accrued and accrued interest as well as the costs are not also paid.
7.5. In the event that any payment term is exceeded, the supplier is entitled to stop further deliveries to the buyer until the full outstanding amount from all agreements concluded with the supplier has been paid in full. In this case, the Supplier is also entitled to send the following goods only cash on delivery.



Article 8: Retention of title
8.1. All goods delivered by the supplier remain the property of the supplier until the buyer has fully fulfilled all obligations under all agreements concluded with the supplier, at the discretion of the supplier.
8.2. The buyer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
8.3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform the supplier of this as soon as may reasonably be expected.
8.4. The buyer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage, as well as against theft and to provide the policy of this insurance for inspection on first request.
8.5. Goods delivered by the supplier, which pursuant to the provisions under 8.1. of this article are subject to retention of title, may only be resold within the framework of normal business operations and may never be used as a means of payment. In the event of resale, the buyer also undertakes to deliver (on) under retention of title.
8.6. In the event that the supplier wishes to exercise its property rights referred to in this article, the buyer already now gives unconditional and irrevocable permission to the supplier or third parties to be designated by it to enter all those places where the supplier's property is located and to to take back.



Article 9: Collection costs
9.1. All judicial and extrajudicial (collection) costs reasonably incurred by the supplier in connection with the buyer's non-compliance or late fulfillment of his payment obligations are for the buyer's account.
9.2. The buyer owes statutory interest on the collection costs incurred.



Article 10: Research, advertisements
10.1. Shortcomings must be reported in writing to the supplier by the buyer within 7 days of discovery. The defect letter must contain as detailed a description as possible of the defect, so that the supplier is able to respond adequately.
10.2. If a shortcoming is justified, the supplier is authorized at its own discretion either to adjust the invoice amount, to deliver the relevant product again, or to refund part of the price already paid without further implementing the agreement.
10.3. If the buyer has not complained within the period set in Article 10.1, all his rights and claims for whatever reason will lapse with regard to what he has complained about or could have complained about within that period.



Article 11: Expiry period
11.1. Without prejudice to the provisions of Article 10, the buyer is obliged, if he is of the opinion or continues to believe that the supplier has not performed the agreement on time, not fully or not properly, unless this has already happened on the basis of the provisions of Article 10.1 - without delay. notify the supplier in writing and enforce the claims based thereon within one year after the date of the notification referred to above, or within one year after that notification should have been made, failing which all its rights and claims in this respect lapse upon expiry of the term referred to above.



Article 12: Suspension and dissolution
12.1. If the buyer does not, not properly or not timely fulfill any obligation towards the supplier, if the buyer has been declared bankrupt, a request to that effect has been submitted to the court, if the buyer has applied for or has been granted suspension of payment, if the buyer's business is shut down or liquidated, if the buyer's goods are seized, or if the buyer is placed under administration or guardianship, the supplier has the right to suspend the fulfillment of all its obligations towards the buyer or to cancel the agreement with the buyer. , without any notice of default or judicial intervention and without being obliged to pay any compensation, in whole or in part, without prejudice to the other rights of the supplier, including those for compensation.



Article 13: Liability
13.1. If the supplier should be liable, then this liability is limited to what has been arranged in this provision.
13.2 The liability of the supplier for damage suffered by the buyer, which is caused by late, incomplete or improper performance of the agreement, is limited to a maximum of the invoice amount excluding VAT, which has been charged by the supplier to the buyer for the delivered goods and/or for the performance of the work, in which the cause of the damage lies. However, any compensation owed by the supplier to the buyer will never exceed the amount for which the supplier's liability is covered by insurance, at least up to a maximum amount of €500,= insofar as the said insurance would not cover it in such a case. grant. The foregoing is subject to exception in the event of intent or equivalent gross negligence on the part of the supplier. In this and the following provisions of this article, the supplier also includes its employees as well as any third parties engaged by it in the performance of the assignment.
13.3. The supplier is not liable for damage caused by the buyer's failure to comply with its information obligation arising from Article 3.3, unless this damage was also caused by intent or equivalent gross negligence on the part of the supplier.
13.4. Furthermore, the supplier is not liable for damage caused by acts or omissions of third parties involved by the buyer in the performance of the assignment, unless that damage was also caused by intent or equivalent gross negligence on the part of the supplier.
13.5. The supplier is also always authorized to limit or undo the buyer's damage as much as possible, to which the buyer will fully cooperate.
13.6. The buyer is obliged to limit his/her damage and/or that of its members as much as possible or, where possible, to undo it.
13.7. The Supplier is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
The foregoing is subject to exception in the event of intent or equivalent gross negligence on the part of the supplier.



Article 14: Indemnifications
14.1. The buyer indemnifies the supplier against claims from third parties with regard to intellectual property rights on materials or data provided by the buyer, which are used in the performance of the agreement.
14.2 The buyer indemnifies the supplier against claims from third parties with regard to damage, which is related to or ensues from the agreement performed by the supplier, if and insofar as the supplier is not liable to the buyer for this pursuant to the provisions of Article 13.



Article 15: Force majeure
15.1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to their fault, and is not for their account under the law, a legal act or generally accepted views.
15.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which the supplier cannot exert any influence, but as a result of which the supplier is unable to fulfill its obligations after to come. This includes strikes at the supplier's company.
15.3. In the event of force majeure, the buyer cannot claim any compensation.
15.4 If a case of force majeure leads to the agreed date or period being exceeded, the buyer has the right to terminate the agreement in question by means of a written statement. This dissolution does not extend to goods that have already been delivered; these must be paid to the supplier with due observance of article 7 of these general terms and conditions.



Article 16: Applicable law and disputes
16.1. The court in the supplier's place of business has exclusive jurisdiction to hear disputes, unless mandatory provisions of law prescribe otherwise.
16.2. All legal relationships between the supplier and the buyer to which these general terms and conditions apply are governed by Dutch law. The Vienna Sales Convention is expressly excluded.



Article 17: Location
17.1. The most recently published version on the website or the version that applied at the time of the conclusion of the agreement always applies.