Our General Conditions for B2B

Our General Conditions for B2B
Table of contents
Article 1 - Definitions and applicability conditions
Article 2 - Offers / tenders
Article 3 - Price
Article 4 - Payment
Article 5 - Delivery
Article 6 - Guarantees buyer
Article 7 - Submission on
Article 8 - Transfer of Risk
Article 9 - Ownership
Article 10 - Guarantee
Article 11 - Complaints
Article 12 - Liability
Article 13 - Copyright
Article 14 - Safeguard
Article 15 - Force majeure and unforeseen circumstances
Article 16 - Right of retention
Article 17 - Dissolution
Article 18 - Industrial and intellectual property
Article 19 - Transfer
Article 20 - Transfer
Article 21 - Amendments / additions
Article 22 - Disputes and applicable law
 
Conditions B2B X-treme Smile ® - March 2013
 
Article 1 - Definitions and applicability conditions
1. : For the purposes of these terms and conditions the following definitions apply
○ X-treme Smile ®: Established in 8606 JX, Sneek, to Wattstraat 21;
○ Contract Party: any legal or natural person acting in the exercise of his profession or business;
○ Customer: each contracting party to X-treme Smile ® in a contractual relationship under an agreement with X-treme Smile ® purchase agreement and any contracting party with X-treme Smile ® wishes to enter into a different agreement.
2. These general conditions apply to all offers made by X-treme Smile ®, offers all agreements and obligations arising from a customer. As far as customer (also) other order products or services which special conditions apply, they are also explained in the agreement between buyer and X-treme ® Smile apply.
3. These terms and conditions do not apply to offers and agreements with individuals not acting in the exercise of a profession or business.
4. Deviations from these terms and conditions are only valid if agreed in writing by X-treme Smile ® and the customer and apply only in respect of the specific agreement to which the exceptions relate.
5. If the customer's own terms on an agreement with X-treme Smile ® to be applicable or is referring, those conditions by X-treme Smile ® is not accepted and prevail terms of X-treme Smile ®, unless expressly a previously agreed otherwise.
6. The general conditions are the buyer notified in advance and are always available on the website and can be downloaded there as well as a PDF file. The terms and conditions will be sent on request. Free
7. All provisions of these terms and conditions and any further agreements for X-treme Smile ® is stipulated, is also stipulated for engaged by X-treme Smile ® intermediaries and other third parties.
 
Article 2 - Offers / tenders
1. All offers / bids from X-treme Smile ® are free and can be withdrawn, even if they contain a deadline for acceptance by it. Offers / quotations may be revoked in writing, in which case no agreement between the parties has been reached. Smile by X-treme ® also within seven calendar days of receipt of acceptance
2. Offers / tenders can be accepted only in writing (including any acceptance by fax or electronic means). X-treme Smile ® is nevertheless entitled to accept as if it had been made. Written a verbal acceptance If the buyer on the X-treme ® Smile place an order, this order when the buyer on the 'Place Order' button or receive an order confirmation by e-mail, final. At the moment the buyer of X-treme Smile ® receive a confirmation by e-mail, is a binding agreement between the Parties.
3. In offers / bids from special or manufacture tailored for customer items, X-treme Smile ® reserves the right to increase ordered by the customer numbers with a maximum margin of 10% upon delivery or decrease and this also directly to calculate, if it is necessary for production reasons.
4. Which is above and 3 indicated in paragraph 1 shall also apply to pass more work, including performing any installation outside normal working hours and introducing additional amenities. Smile ® X-treme Less work must be agreed in writing. In all cases
5. Advertising material in the broadest sense of the word, such as catalogs, price lists, flyers, third party websites etc. recorded data for X-treme ® Smile never binding.
6. Without prejudice to Article 3, unless otherwise expressly agreed in writing and are given sizes, weights and other data as reliable as possible estimates.
 
Article 3 - Price
1. All prices quoted by X-treme Smile ® are based on the time of the release of the offer / quotation known price determinants.
2. Unless otherwise expressly agreed in writing, the prices indicated by X-treme ® Smile always excluding VAT and excluding shipping, postage and packaging costs.
3. X-treme Smile ® is entitled to the prizes or parts thereof have not yet been delivered and / or paid to adapt to any changes in factors affecting prices, such as commodity prices, wages, taxes, production costs, currency exchange rates, etc. goods or services
4. X-treme Smile ® is authorized to adjust immediately if a statutory price determining factor so dictate prices.
 
Article 4 - Payment
1. X-treme Smile ® is entitled at any time to buyer to demand security for the proper and timely fulfillment of its payment.
2. The delivery in installments, each installment may be invoiced, unless otherwise agreed in writing with relevant customer. Separately by X-treme Smile ®
3. X-treme Smile ® is also entitled to the costs of agreed additional work referred to in Article 2 of these Terms to calculate and therefore bring. Invoices
4. The payment term is net in cash within fourteen days of the invoice date.
5. If Buyer fails to pay within the agreed payment, the customer shall be in default and will-without any notice is required-from the invoice date an interest rate of 8% payable on the outstanding amount without prejudice ® further due to X-treme Smile rights.
6. In case of payment default all court costs, come and extrajudicial collection costs, incurred in order to achieve, at the expense of the customer. Fulfill the obligation of the customer by X-treme Smile ® The extrajudicial collection costs amount owed by the other party in accordance with the guidelines of the offset of district courts report for work 2 including the aforementioned interest.
7. In case of payment default X-treme ® Smile entitled to implement the agreement and to suspend any related agreements or cancel.
8. All payments must be made to a bank account designated by X-treme Smile ® in the Netherlands.
9. Payments made by the purchaser applied to settle all interest and costs and then the invoices which have been outstanding the longest, even if the customer that the payment relates to a later invoice.
10. Settlement by the customer is not permitted unless X-treme Smile ® has recognized the counterclaim. Intact and unconditionally writing
11. Making payments from customer to X-treme Smile ® electronically, including via the Internet and by credit cards at the risk of the buyer. X-treme Smile ® is not liable for loss of customer related or the result of being payments electronically, via the Internet or through credit cards. Providing credit card information by the customer to X-treme Smile ® via the Internet or otherwise at the risk of the Purchaser.
 
Article 5 - Delivery
1. In a first order of the customer will only be provided by X-treme Smile ® after the full invoice amount paid.
2. The place of delivery apply in all cases, unless otherwise written agreement, the actual or specified by the customer when ordering location of the customer or his establishment which was contracted.
3. The list of deadlines in offers / quotations, confirmations and / or contracts are made to the best and this will be taken as much as possible, but they can never be regarded as a deadline.
4. If the products in terms of color, composition, weight, appearance, etc. differ only in minor extent provided in earlier models, samples or examples or otherwise of what has been agreed, the products shall be deemed to comply with the agreement. X-treme Smile ® shall in any case be deemed to have been met if the weight or the number of delivered products does not differ more than 5% of what was agreed. Its delivery obligations
5. The transmission in parts of Products by X-treme Smile ® is permitted may be. Every shipment invoiced separately
 
Article 6 - Guarantees buyer
1. Customer undertakes X-treme Smile ® to enable to carry out the delivery.
2. Customer warrants its own expense and risk:
a to X-treme Smile ® is granted the necessary cooperation for the provision of the service;
b. the ordered c.q. services are acquired;
c. delivery may occur during normal working hours of 8:00 to 18:00 hours under normal operating conditions;
d. in case of installation by X-treme Smile ®, that:
■ by third parties to carry out activities, which do not belong to the X-treme ® Smile assigned work in a proper manner and are made on time and that the work carried out by X-treme ® Smile thereof no hampered;
■ light and power current at a reasonable distance are available and that the spaces in which work is clean, dry and adequately heated;
e. in the case of delivery to a place designated by the customer or level, that the alleged cases can be transported with a suitable lift or other suitable means of transportation to the place of destination and that the transport of the goods by the building is not obstructed.
3. If the ordered goods or services are offered to the customer for delivery but delivery is not possible on the basis of the fact that a buyer of the obligations referred to above in paragraphs 1 and 2 has failed, suppresses deemed to be refused. From this moment, the buyer is legally in default without further notice of default being required to do so by X-treme Smile ®. The date of refusal decrease occurs, is deemed to be the date of delivery of the ordered goods or services. The cases are also from this time the risk of the purchaser, in accordance with Article 8.
4. Without prejudice to the obligation to pay is customer in the case referred to in paragraph 3 required to compensate by X-treme Smile ® as a result of the refusal damages, including creating costs for storage and transport, the latter costs are related to the in standard rates.
 
Article 7 - Submission on
1. 'Sight consignment' means the sight places of business, with the sole purpose to visualize. Matter for which the customer interest in Submission on only after prior agreement and written confirmation by X-treme Smile ®.
2. The sight shipment will be billed, except that credit will if the customer indicates in writing within ten days after delivery of a consignment, presents a consignment for not wanting to maintain and after a consignment in original packaging in good condition and free of X to the customer Smile-treme ® is returned. After the expiry of the trial period, the purchase agreement a fact, unless the goods are returned now. To X-treme Smile ® in the manner described above Damaged and / or lost
consignments will not be credited.
 
Article 8 - Transfer of Risk
1. Regardless of which between X-treme Smile ® and buyer regarding costs of transport and insurance is agreed, the business risk of X-treme Smile ®, up to the time that they are engaged in the actual possession of the customer or by customer third stay (n) are passed by signing waybills, aftekenlijsten and / or packing lists or by actual delivery.
2. Once the cases under paragraph 1 in accordance with the provisions of the actual disposal of the customer or third parties engaged by the buyer (s) is passed, the customer is obliged to insure against theft, damage, destruction, etc. these cases should
 
Article 9 - Ownership
1. The ownership of the goods delivered by X-treme Smile ® to customer business will pass to the Purchaser if everything has fulfilled what X-treme Smile ® under contracts with customers and to claim that services provided under or activities may have or get.
2. Purchaser shall, notwithstanding the provisions of paragraph 1, authorized the things he has received to use. Within the framework of its normal business operations of X-treme Smile ®
3. Customer is never entitled delivered under retention of title in any way encumber, pledge as security to transfer and display. / Or (re) loan and / or hands Nor is the customer entitled to make. Any change to the product
 
Article 10 - Guarantee
1. All technical devices - regardless of what brand or type showing X-treme ® Smile least 6 months warranty. No warranty is given for discoloration or deviations of a minor nature, which technically unavoidable and are generally accepted as the use. For other items, X-treme ® a Smile
deliver performance that meets the agreement and ensures X-treme Smile ® to define quality, reasonably taken the kind of performance into account. To inadequate performance on the part of X-treme Smile ® is considerable common on the market in any case or technically unavoidable deviations and
differences in quality, number, color or finish.
2. If a product is not or no longer functioning properly within the warranty period, the customer as soon as possible to notify X-treme Smile ® in writing. For return of the product itself, he must wait. Return instructions of the X-treme Smile ®
3. Any lack of a product, which is caused by an intended purpose of goods normally and judicious use, will be repaired free of charge by X-treme Smile ® at the written request of the customer within the warranty either or the item will be replaced free at the discretion of X-treme Smile ®. If the
customer requests on legitimate grounds for replacement, at its discretion X-treme Smile ® also entitled to choose. refund for the purchase price
4. Under the same conditions X-treme Smile ® offers a warranty of 3 (three) months of repairs performed. In this case, the transportation costs borne by X-treme Smile ®, the customer must however carefully comply with the consignment.
5. The guarantee expires deem wear, or if the damage or defect apparently is due to normal:
○ negligent maintenance, willful misconduct or gross negligence;
○ improper use, or use for other than normal use;
○ (over) heating by heating sources, exposing products to moisture, extreme heat, cold or drought;
○ (attempted) repairs by the customer or by third parties, or if the customer X-treme ® Smile insufficient will have the opportunity to resolve the complaint timeliness;
○ acts of God (such as fire, flood, water damage, lightning, natural disasters, etc.);
○ not or does not observe the instructions;
○ if the buyer fails to fulfill his obligations.
6. To the extent that the manufacturer or importer further conditions concerning the guarantee, these restrictions are acquired by X-treme Smile ®.
7. X-treme Smile ® is not liable for damage sustained by the customer or a third party by using a template provided by X-treme Smile ® product, unless the customer proves that the damage was directly caused by intent or gross negligence of X-treme Smile ®.
8. (In) direct costs or damages to the customer or a third party caused by the (temporarily) use of a defective product, are not recoverable.
9. Even after the warranty can be offered products supplied by X-treme Smile ® for repair. In that case, will be delivered to the customer in advance. Specification of costs If the customer decides not to recover the article, the cost of the specifications for its expense.
 
Article 11 - Complaints
1. Buyer must examine the goods supplied or the services provided comply with the agreement. At or immediately after delivery
2. Customer may not invoke the fact that goods delivered or services provided do not meet the contract if he fails this examination or X-treme Smile ® has not informed. Within the period of the defects listed below in writing
3. Visible defects within five days after delivery or after the provision of the services to be reported in writing. X-treme Smile ®
4. Hidden defects must immediately after buyer she has discovered, but no later than three months after delivery of goods or provision of service to be notified in writing.
5. Complained business may-with the exception of consignments referred to in Article 7 - only X-treme Smile ® are returned with the express prior permission of X-treme Smile ®. Returns must include the original packaging and by X-treme Smile ® to the customer explained sins return slip. Return shipping should be. Paid by the customer in all cases X-treme Smile ® reserves the right to require that cases referred are sent. To its specified address
6. If in the opinion of X-treme ® Smile legitimate and duly complaints is X-treme Smile ®, at its discretion, taking into account the interests of the customer and the nature of the complaint, required to either:
○ replacement / exchange of goods supplied or services rendered either;
○ give a price discount.
7. The right to complain shall lapse if it is not delivered in the same condition as when it was delivered.
8. Complaints about invoices must be submitted in writing. Within five working days of the date of dispatch of invoices
9. Minor and / or defects in the industry, such as derogations provided for in Article 5 paragraph 4 of these terms and conditions, can never constitute grounds for complaints. Land for advertising is the only deviation from the approved X-treme Smile ®. Ln specification.
 
Article 12 - Liability
1. If either Party fails to fulfill one or more of its obligation (s) under the contract, the other party its THEREFORE in default unless fulfillment of that obligation (s) already permanently impossible, in which case the negligent party in default immediately. The notice shall be in writing, where the defaulting Party a reasonable time will be
awarded to still fulfill its obligations. This term has the character of a deadline. X-treme Smile ® accepts no liability for direct damage caused by not timely or not perform properly, to the extent permitted by law, without, however, or up to the net invoice value of the goods supplied. services.
2. The restriction referred to in paragraph 1 shall also apply if X-treme Smile ® is liable. By the customer under other than the agreement between them
3. Direct damage is exclusively:
the reasonable costs that a party would have to make to be answered. performance of the other party to the agreement This damage will not be compensated if the other party has terminated the agreement;
b. reasonable costs incurred to establish the cause and extent of the damage as far as the determination relates to direct damage within the meaning of these Terms; reasonable costs incurred to prevent or limit the damage as far as the injured party demonstrates that these
expenses resulted in mitigation of direct damage within the meaning of these terms.
4. X-treme Smile ® is not liable for indirect damage, including consequential, lost profits, lost savings, business interruption and damage from all damage which is not covered by the direct damage within the meaning of these terms and conditions.
5. The limitation of liability does not apply in cases of intent or gross negligence of directors and executives of X-treme Smile ®.
6. X-treme Smile ® shall not be liable in respect of the materials provided by the customer to X-treme Smile ® in connection with the contract. Buyer required to join. Relating to these materials adequate insurance
7. Notwithstanding the above, X-treme Smile ® is not liable if the damage is due to intent and / or gross negligence and / or culpable act or injudicious or improper use of the goods supplied by the customer.
 
Article 13 - Copyright
1. X-treme Smile ® provides, invents and creates self-managed or course. training materials for the services offered by her and goods. Customers and third parties are authorized to use these materials and information machine for which they are intended; own knowledge and skills, and improve, but never to manufacture its own course or training materials.
2. Customer declares through the first use of the materials supplied agree to its terms. The intellectual property of the product remains with the licensor. All rights mentioned by X-treme Smile ® and used product names, trademarks, logos, etc., belong to the respective holders of the rights. When using the products must respect. Buyer all the rights of third parties
3. Without the prior written consent of X-treme Smile ® is the user of the X-treme Smile ® or reproduce the products and / or information or to disclose. Services or goods of X-treme Smile ® not allowed All rights, including all intellectual property rights in all material information and material both on the website and in the oleidingsmateriaal offered at all times remain reserved for X-treme Smile ®. Use is not permitted without written permission of X-treme Smile ®.
4. All work provided or offered by X-treme Smile ® Copyright rests. X-treme Smile ® will focus on direct infringement based on its right in this and claim damages.
 
Article 14 - Safeguard
1. Customer indemnifies X-treme Smile ® insofar as permitted by law, in respect of liability to one or more third parties, which originated from and / or in connection with the execution of the agreement, regardless of whether the damage by X-treme Smile ® or its auxiliary personnel (o) n (s), business or help (off) goods supplied or services is caused or inflicted. In addition, the Customer shall indemnify X-treme Smile ®, insofar as permitted by law, all claims of third parties in connection with any infringement of intellectual property rights of third parties.
2. Buyer is responsible for adequate insurance in respect of the risks referred to above.
3. Customer is always obliged to make to limit the damage. Work
 
Article 15 - Force majeure and unforeseen circumstances
1. If compliance on the part of X-treme Smile ® or decrease on the part of the Customer is delayed by force majeure for more than a month, either party - to the exclusion of other rights - the right to terminate the contract according to the law. Which has already been paid or is performed pursuant to the contract shall be
settled between the parties in proportion.
2. Force majeure of X-treme Smile ® in any case:
○ the fact that X-treme Smile ® performance (including a performance by the customer) that is of importance in connection with the supply by her performance, not, not timely or properly delivered to you;
○ strikes;
○ traffic interference;
○ Government measures X-treme ® Smile prevent its obligations on time or properly to meet;
○ riots, insurrection, war;
○ extreme weather conditions;
○ fire;
○ import, export and / or transit prohibitions.
3. In the event of unforeseen circumstances of such a nature that the customer can not be expected to reasonableness and fairness performance of X-treme Smile ® the court at the request of either party terminate the agreement in whole or in part.
 
Article 16 - Right of retention
X-treme Smile ® is entitled to keep all matters which X-treme Smile ® from customer held, goods until Purchaser has fulfilled its obligations to X-treme Smile ®, which the relevant goods directly or sufficient cohesion have, has met. Hitting things that fall under this law from the power of X-treme Smile ®, X-treme ® Smile entitled to claim these things as if they own.
 
Article 17 - Dissolution
1. Each of the parties in the cases described below and given below may terminate the agreement without further notice or judicial intervention, in whole or in part, to terminate with immediate effect if:
if a suspension of payment by the other party is requested or obtained or the other party has been declared bankrupt;
b. when the company of the other party voluntarily or involuntarily liquidated;
c. when the other party's business merges with or is acquired;
d. when placed on a substantial part of the assets of the other party attachment;
e. if other circumstances arise that may be. reasonable continuation of the agreement is not required
2. Neither of the parties shall be entitled to terminate the agreement only if the other Party after a proper and detailed written notice with a proposal for a reasonable period for remedying the failure-attributable failure in the performance of essential
obligations under the agreement and provided that the shortcoming justifies dissolution.
3. If the agreement is dissolved, the assets of X-treme ® Smile to the buyer immediately due and payable. If X-treme ® Smile fulfillment of the obligations, it shall retain its rights under the law and the agreement.
4. X-treme Smile ® retains claim. Entitled compensation
 
Article 18 - Industrial and intellectual property
1. Guarantees Smile ® X-treme, that the goods supplied by it as such do not infringe Dutch patent rights, design rights or other rights of industrial or intellectual property rights of third parties.
2. If, however, must be recognized or by a Dutch court in a lawsuit by X-treme Smile ® is not susceptible decision is determined that any goods supplied by X-treme Smile ® or infringe the rights of third parties referred to herein for appeal will X-treme Smile ® at its discretion after consultation with the buyer the case in question replaced by a thing which does not infringe the right in question or a license fee to acquire relevant, or it may take the case involved a refund of the price paid, less depreciation to consider normal, without being. obliged to pay damages
3. However, buyer loses the right to the performance indicated in paragraph 2, if he has informed, as a result, X-treme ® Smile even in X-treme Smile ® as such time and in full over claims by third parties as referred to in this Article has been its rights in respect to properly defend. condition
 
Article 19 - Transfer
The customer is not permitted without obtaining rights and obligations arising under the contract, to third parties. Written permission of X-treme ® Smile end
 
Article 20 - Transfer
1. X-treme Smile ® treats all personal data shall be provided in accordance with the applicable legislation, in particular the Data Protection Act.
2. All information provided by the customer will only be used by X-treme ® Smile if for the conclusion and performance of the contract (including the other provisions, including these terms and conditions), and is necessary for the operation of X-treme Smile ®. Data is only provided to third parties
if this is necessary for the above purposes.
3. For more information about privacy, please refer to the X-treme Smile ® (www.X-tremesmile.nl)
 
Article 21 - Amendments / additions
1. Changes to these terms and conditions or supplements thereto are only valid if agreed in writing. Both parties
2. In the event of invalidity of any provision in these terms, the remaining provisions shall remain in force.
3. The parties will consult on the invalid provisions, in order to make a valid replacement scheme in such a way that preserves the spirit of the agreement.

Article 22 - Disputes and applicable law
1. All disputes, including disputes that are as such by only one party considered-that may exist as a result of an agreement concluded by X-treme Smile ® with customer agreement or other agreement between X-treme Smile ® and the customer will be subject to the right of parties to a decision by the President of the District Court, hereby to interim relief-tresses are subject to the jurisdiction of the ordinary courts of the place of residence or the district of X-treme Smile ®.
2. For claims of X-treme Smile ® is however also authorized the district judge of the district of residence or the customer.
3. If one of the parties a dispute exists and wants to make before he will make known. Shall advise the other party in writing with a description of the dispute
4. The agreements by X-treme Smile ® with application of these general conditions to close is still Dutch law. The Uniform Laws on the International Sale of Goods and the establishment of the International Sale of Goods are expressly excluded.