General Terms and Conditions of Sale and Delivery of Vending Automatiser

Definitions:

General Terms and Conditions : these general terms and conditions of sale and delivery. 

Vending Automatiser : the limited liability company under Dutch law Vending Automatiser, established in Wijchen, the Netherlands, registered with the Chamber of Commerce under number 77942930.

Customer : any (legal) person to whom Vending Automatiser acts as a (potential) provider, seller and/or supplier of goods and/or services. 

Article 1. Applicability 

1.1. The General Terms and Conditions apply to all contracts and (legal) transactions between Vending Automatiser and the customer. The General Terms and Conditions also apply if these (legal) transactions do not lead to the conclusion of a contract or are not connected to a contract. These General Terms and Conditions are an integral part of every contract concluded between Vending Automatiser and the customer (hereinafter referred to as the “Contract”) and all deliveries and services resulting from it.
1.2. In the event of a contradiction between the content of the written contract concluded between Vending Automatiser and its customers and these Terms and Conditions, the provisions of the Contract shall prevail.
1.3. Unless expressly agreed otherwise in writing, the applicability of other general terms and conditions is excluded. The applicability of the terms and conditions used by the customer is expressly rejected.
1.4. In the event that one or more provisions of these General Terms and Conditions are declared invalid or at least non-binding by a competent court, the remaining provisions of these General Terms and Conditions shall continue to be in full force.
1.5. Vending Automatiser has the right to change the General Terms and Conditions unilaterally. Other changes and additions to a provision in a contract and/or the General Terms and Conditions are only valid if they have been agreed in writing between Vending Automatiser and the customer.

Article 2: Offers 

2.1. All offers from Vending Automatiser, in whatever form, are non-binding. Vending Automatiser is entitled to revoke its offer within two working days after receipt of the acceptance of the offer.
2.2. Offers, cost estimates and quotations from Vending Automatiser are based on information, data, drawings, etc. provided by the customer and which Vending Automatiser can assume to be correct.
2.3. The documents and other information provided by Vending Automatiser with an offer, quotation and cost estimate, including but not limited to sizes, weights and quantities, are as accurate as possible but are not binding on Vending Automatiser unless expressly confirmed otherwise in writing.
2.4. Vending Automatiser bases its offers, quotations and cost estimates on the execution of the contract under normal circumstances and during normal working hours. 

Article 3 Conclusion of the contract 

3.1. A contract is only concluded when Vending Automatiser has accepted an order given to it in writing, or is deemed to be concluded when Vending Automatiser has already started to carry out the work.
3.2. Oral and/or telephone agreements between Vending Automatiser and the customer are only valid if they have been expressly confirmed in writing and accepted in writing by the other party. 

Article 4: Prices and Costs 

4.1. All prices quoted by Vending Automatiser are exclusive of VAT and other government taxes. 
4.2. The prices apply to delivery ex warehouse.
4.3. Price increases resulting from a change in the price-determining factors after the offer from Vending Automatiser can be passed on to the customer by Vending Automatiser, even if the contract has already been concluded.

Article 5: Delivery time, delivery and transfer of risk

5.1 . The delivery time stated by Vending Automatiser is an indicative value. Delivery or service dates stated or accepted by Vending Automatiser are not to be regarded as final dates. The mere expiry or exceedance of a deadline by Vending Automatiser does not constitute a delay and does not entitle the customer to compensation.
5.2. Goods are delivered when Vending Automatiser makes the goods available to the customer at its place of business and has informed the customer that the goods are available to the customer.
5.3. From the time of delivery of the goods, the customer bears the full risk of the goods.
5.4. Vending Automatiser and the customer can agree that Vending Automatiser will take over transport. In this case, the customer also bears the risk of, among other things, storage, loading, transport and unloading. The customer can insure against these risks.
5.5. Vending Automatiser is entitled at all times to make partial deliveries, which may be invoiced separately, without prejudice to the applicability of the payment terms set out in these General Terms and Conditions.
5.6. If a circumstance occurs which is within the Customer’s risk or is unforeseeable and a delivery cannot be transported to its destination by Vending Automatiser as a result, Vending Automatiser is entitled to store the delivery at the Customer’s expense and risk and to invoice the delivery as if the delivery had been made in accordance with the contract. In this case, Vending Automatiser is also entitled to invoice the Customer for any additional costs and/or damages incurred by Vending Automatiser.
5.7. The installation of facilities for connecting the delivered goods to the electricity and/or water network is at the Customer’s expense and risk and must be carried out by an approved installer or technical service department in accordance with the instructions of Vending Automatiser.
5.8. In the event of an exchange of goods by the customer, the risk of the goods to be exchanged by the customer remains with the customer until the customer has transferred control of the goods to Vending Automatiser. If the goods to be exchanged by the customer are not in the same condition as they were at the time the contract was concluded when control is transferred, the customer is immediately in default and Vending Automatiser is entitled to terminate the contract. 

Article 6: Payment

6.1. Unless otherwise agreed in writing, all invoices sent by Vending Automatiser to the Customer must be paid by the Customer within fourteen days of the invoice date to the bank account stated on the invoice and in the currency stated on the invoice.
6.2. Vending Automatiser is entitled to demand the amounts owed by the Customer in advance.
6.3. Payment by the Customer takes place without set-off or suspension for any reason whatsoever.
6.4. The Customer is in default by the mere expiry of the payment term, without any notice of default being required. From that moment on, the Customer owes Vending Automatiser statutory commercial interest (according to Article 6:119a of the Dutch Civil Code) on the outstanding amount. The customer will reimburse Vending Automatiser for all costs incurred by Vending Automatiser to collect the amount owed, including, among other things, legal costs, litigation and extrajudicial costs, with a minimum amount of € 175, or, if higher, a minimum amount of 15% of the outstanding amount.
6.5. Any payment made by the customer will primarily serve to settle the interest owed and the judicial and extrajudicial costs and will then be deducted from the oldest outstanding claim.
6.6. Vending Automatiser is entitled to offset its debts to the customer against claims against the customer by companies affiliated with Vending Automatiser. In addition, Vending Automatiser is entitled to offset its claims against the customer against debts that Vending Automatiser subsidiaries have against the customer. Furthermore, Vending Automatiser is entitled to offset its debts to the customer against claims against companies affiliated with the customer. Affiliated companies are all companies that belong to the same group within the meaning of Article 2:24b of the Dutch Civil Code and constitute a participation within the meaning of Article 2:24c of the Dutch Civil Code. 

Article 7: Retention of title

7.1. Vending Automatiser retains title to all goods delivered by Vending Automatiser to the customer as long as the customer has not (fully) fulfilled all payment obligations under the contract and/or all other related and/or resulting agreements.
7.2. As long as the customer fulfills all obligations to Vending Automatiser, he is entitled to dispose of the goods within the scope of normal business operations. However, the customer is not entitled to encumber the goods to the detriment of Vending Automatiser. This clause has an asset-related effect.
7.3. The customer is obliged to store the delivered goods owned by Vending Automatiser separately or in another way that is individually identifiable.
7.4. The customer is obliged to insure and keep the delivered goods insured against fire, explosion and water damage as well as against theft.
7.5. In addition to the aforementioned retention of title, the customer undertakes, at the first request of Vending Automatiser, to create a non-possessory lien on all goods delivered to the customer by Vending Automatiser to secure all existing and future claims of Vending Automatiser against the customer, regardless of the reason. 

Article 8: Guarantee 

8.1. Vending Automatiser grants a guarantee on goods delivered in accordance with the provisions in the Guarantee & Service document.
8.2. If Vending Automatiser acts on behalf of third parties, Vending Automatiser will never grant a further guarantee for goods delivered and services provided by Vending Automatiser that goes beyond the guarantee granted to Vending Automatiser by the aforementioned third parties. 
8.3. Vending Automatiser is only obliged to fulfil a granted guarantee once the customer has fully fulfilled all its obligations towards Vending Automatiser.
8.4. The guarantee is excluded for defects due to:
     – Normal wear and tear; 
     – Intentional or gross negligence;
          – Improper use, including the installation of a vending machine less than 7 cm from a wall;
          – Installation of a machine in an indoor environment by a customer in an outdoor environment without adequate protection against rain, wind and strongly fluctuating temperatures

 Maintenance work that was not carried out or was carried out incorrectly by the customer or by a third party commissioned by the customer; 
     – Changes made to the goods by or on behalf of the customer without the consent of Vending Automatiser;
– Defects or unsuitability of goods that originate from the customer or were specified;
– Defects or unsuitability of the materials or tools used by the customer; 
     – Lightning, fire or water damage or other external causes.

8.5. Any warranty obligation of Vending Automatiser with regard to the goods delivered shall expire if the customer carries out modifications or repairs (including installation and assembly work) himself or has them carried out by third parties without the prior written consent of Vending Automatiser.
8.6. Vending Automatiser can fulfil its warranty obligation by – at its own discretion – either replacing the parts in question or carrying out the agreed work again or subsequently. If parts are replaced by Vending Automatiser, the replaced parts remain or become the property of Vending Automatiser.

Article 9. Obligation to lodge a complaint 

9.1 The customer is obliged to inspect the delivered goods immediately after delivery (or have them inspected). If the goods do not correspond to the agreement upon delivery, the customer must notify Vending Automatiser in writing no later than fourteen days after delivery. Any transport damage must be reported to Vending Automatiser in writing immediately after delivery before signing the consignment note. If a deadline specified in this article is exceeded, the customer is deemed to be satisfied with the goods and the customer can no longer invoke a defect.
9.2. A claim by the customer for non-conformity as described above does not suspend the customer’s payment obligation.
9.3. Minor and/or industry-standard deviations in the delivered goods do not constitute grounds for non-conformity.
9.4. The customer must report complaints about work carried out and/or services provided to Vending Automatiser in writing within fourteen days of the work being carried out and/or the services being provided, under penalty of forfeiture of all rights.
9.5. The customer must notify Vending Automatiser in writing of any objections to the invoice within the payment period, under penalty of forfeiture of all rights. If the payment deadline is longer than fourteen days, the customer must object to the invoice in writing within fourteen days of the invoice date at the latest. 

Article 10. Liability and Risk 

10.1. Without prejudice to the warranty provisions and except in the event of intent or gross negligence on the part of Vending Automatiser, any liability of Vending Automatiser for any damage, including all direct and indirect damage, such as consequential damage or trading loss, including but not limited to damage caused by malfunction or improper functioning of the goods delivered, is expressly excluded.
10.2. Any liability of Vending Automatiser for any damage is limited to an amount not exceeding the invoice value of the order to which the liability relates. The extent of Vending Automatiser‘s obligation to compensate is further limited to the amount paid out under Vending Automatiser‘s insurance for the damage in question.
10.3. The customer releases Vending Automatiser from all claims by third parties for damage caused by or in connection with the goods delivered and/or services provided by Vending Automatiser. 
10.4. Unless otherwise agreed in writing, the Customer’s right to assert legal claims against Vending Automatiser on the basis of the Contract or these General Terms and Conditions shall expire one year after the delivery date. 

Article 11. Force majeure 

11.1 Vending Automatiser cannot be held liable for a failure to fulfil its obligation if this failure is due to force majeure.
11.2 Force majeure includes, among other things: the fact that third parties engaged by Vending Automatiser do not fulfil their obligations or do not do so on time, weather conditions, natural disasters, epidemics or pandemics, terrorism, cybercrime, disruption of the digital infrastructure, fire, power failure, loss, theft or loss of tools, materials or data, road blockades, strikes or work stoppages and import or trade restrictions.
11.3 Vending Automatiser is entitled to suspend the fulfilment of its obligation if it is temporarily prevented from fulfilling its obligation to the customer due to force majeure. If the situation of force majeure no longer exists, Vending Automatiser will fulfil its obligations if its planning allows this.
11.4. If, in the event of force majeure, performance is or becomes permanently impossible or the temporary force majeure situation lasts longer than six months, Vending Automatiser is entitled to dissolve the agreement in whole or in part with immediate effect. In these cases, the customer is entitled to dissolve the agreement with immediate effect, but only for the part in respect of which Vending Automatiser has not yet fulfilled its obligations.
11.5. The customer is not entitled to compensation from Vending Automatiser for damages suffered or still to be suffered as a result of the force majeure situation. 

Article 12. Drawings 

12.1 . All drawings, images, catalogues and other data made available to the customer by Vending Automatiser remain the property of Vending Automatiser and must be returned immediately by the customer upon first request from Vending Automatiser.
12.2. The customer guarantees Vending Automatiser that the drawings will not be copied and/or reproduced and will not be passed on to third parties and/or made available for inspection. 

Article 13. Dissolution 

13.1. If the Customer fails to fulfil any obligation arising from the Agreement (including the obligation to accept the goods to be delivered by Vending Automatiser), fails to fulfil it properly or on time, as well as in the event of bankruptcy, suspension of payment, closure or liquidation or full (or partial) transfer of the Customer’s business, the Customer shall be deemed to be in default by operation of law. Vending Automatiser shall then be entitled to terminate the Agreement concluded with the Customer in whole or in part without request, notice of default or judicial intervention. In this case, Vending Automatiser shall not be obliged to pay any compensation.
13.2. In the event of termination within the meaning of paragraph 13.1, the Customer shall be obliged to fully compensate Vending Automatiser. If Vending Automatiser agrees to this in writing, goods already delivered but not damaged and returned free of charge to Vending Automatiser at cost price (to be specified by Vending Automatiser) may be deducted from the amount of damages to be reimbursed to Vending Automatiser. In the event of such termination, the Customer shall owe Vending Automatiser, in addition to and in addition to its obligation to pay compensation, an amount equal to 10% of the agreed purchase price.
13.3. The right of Vending Automatiser referred to in this article shall not affect the right of Vending Automatiser to suspend the execution of the Agreement and to immediately demand full payment of all amounts that the Customer owes or will owe Vending Automatiser on the basis of the Agreement. 

Article 14. Applicable law and jurisdiction 

14.1. All legal relationships between Vending Automatiser and the customer are subject to Dutch law, with the proviso that the retention of title contained in these general terms and conditions is, to the extent that this is more favourable to Vending Automatiser, fully subject to the law of that country, in particular to its extent after the goods in question have been imported into another country.
14.2. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
14.3. Any disputes between Vending Automatiser and the customer shall be subject exclusively to the Dutch court at the registered office of Vending Automatiser. Vending Automatiser has the right to deviate from this jurisdiction rule by applying another statutory jurisdiction rule.