GENERAL TERMS AND CONDITIONS SCIFI OCD
- Definitions
Agreement: any verbal or written agreement concluded between SCIFI OCD and the Other Party, any change thereto or supplement thereto, and all (legal) acts in preparation and execution of that agreement.
SCIFI OCD: the company with limited liability SCIFI OCD ., registered in the Chamber of Commerce The Netherlands under number 68854722 whose registered office is in 5282GB Boxtel at the address Baanrots no. 33
General conditions: these general terms and conditions.
Other Party: the party – a legal entity or natural person – who concludes an Agreement with SCIFI OCD, to whom SCIFI OCD has submitted a quotation or that has any other legal relationship with SCIFI OCD.
Parties: SCIFI OCD and the Other Party together.
- General
1.1 These General conditions apply to all offers, tenders and quotations of SCIFI OCD, and to all Agreements concluded between SCIFI OCD and any Other Party.
1.2 The applicability of any general conditions of the Other Party is hereby expressly rejected. Deviations from and/or additions to these General conditions will only be binding if and to the extent expressly confirmed in writing by SCIFI OCD, and relate only to goods or services in respect of which such acceptance has taken place.
1.3 If at any time one or more provisions of these General conditions become void or voidable, whether in part or in full, the rest of these General conditions remain in place. In this event, SCIFI OCD and the Other Party will agree on the replacement of the void or voidable provisions by new provisions, while retaining the purpose and scope of the original provisions as much as possible.
1.4 If SCIFI OCD does not insist on the strict observance of these General conditions at all times, this does not mean that the provisions concerned have become inapplicable or that, in other cases, SCIFI OCD has in any way relinquished the right to insist on the strict observance of the provisions of these General conditions.
- Quotations and offers
2.1 All quotations and offers of SCIFI OCD are without obligation, unless an acceptance period has been stipulated in the quotation. A quotation or offer shall be null and void if the product to which the quotation or the offer pertains is no longer available in the meantime.
2.2 SCIFI OCD cannot be held to his quotation, if that quotation, or part of it, contains an obvious mistake or clerical error.
2.3 Previously submitted quotations do not automatically apply to future orders.
2.4 Unless stated otherwise, all quoted amounts are exclusive VAT and exclusive any transport or administration costs.
2.5 A composite price statement does not oblige SCIFI OCD to perform part of an order at a corresponding proportion of the stated price.
- Agreement
3.1 An Agreement between the Parties is only concluded at the time that the Other Party accepts an offer from SCIFI OCD, or if SCIFI OCD confirms the order in writing, or has fully or partially executed the Agreement.
3.2 All agreements, amendments and/or other commitments made after the formation of the Agreement shall be binding on SCIFI OCD only if confirmed in writing by SCIFI OCD.
3.3 Upon and after entering into the Agreement SCIFI OCD is authorised to seek security from the Other Party in order to secure compliance with its obligations under the Agreement. SCIFI OCD is authorised, until such security has been provided, to suspend its obligations toward the Other Party.
Article 4 Right to withdrawal
PLEASE NOTE this article only applies if the Other Party is a natural person, not a company
4.1 When purchasing products in the web shop, the Other Party has the right to dissolve the Agreement, without giving reasons, during a period of 14 days of its delivery. The withdrawal period commences on the day after the Other Party acquires, or a third party indicated by the Other Party acquires, physical possession of the product(s).
4.2 During the withdrawal period the Other Party shall handle the product(s) and packaging with care. The Other Party shall only unpack or use the product(s) to the extent as necessary for establishing the nature, the characteristics and the effect of the product(s). The guiding principle is that the Other Party may only handle and inspect the product(s) in the manner in which one is allowed to handle a product in a shop. In case of withdrawal, the Other Party shall return the product(s) with all delivered accessories – if reasonably possible – in the original state and packing and in conformity with reasonable and clear instructions given by SCIFI OCD.
4.3 If the Other Party exercises his/her right of withdrawal he/she shall notify SCIFI OCD unambiguously by email (info@SCIFIOCD.com) within the withdrawal period provided in paragraph 1 of this Article. The Other Party shall return the product(s) to SCIFI OCD as soon as possible but within 14 days counting from the day following the notification. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal fall on the Other Party.
4.4 The Other Party bears the direct costs of returning the product(s).
4.5 The right to withdrawal on any basis whatsoever shall lapse if the Other Party uses the products or the notification of the Other Party to SCIFI OCD is not reported in writing within the terms set forth in this Article.
Article 5 Conformity and complaints
5.1 The products to be delivered by SCIFI OCD meet the usual requirements and standards that may reasonably be expected and for which they are intended for normal use in the Netherlands.
5.2 The Other Party is bound, before he/she proceeds to use the product(s), to study the accompanying user manual of the purchased product(s) and to use the delivered product(s) in accordance with what has been stipulated in the user manual.
5.3 The Other Party is bound to investigate or to have investigated the delivered product(s) immediately at the time the product(s) are made available to him/her. In so doing the Other Party should ascertain whether the quality and/or quantity of the delivered product(s) comply with the Agreement(s) and comply with the requirements agreed by the Parties in that respect. Any visible defects should be reported in writing to SCIFI OCD within 7 days of delivery. The Other Party shall give SCIFI OCD the opportunity to investigate a complaint or have this done by others.
5.4 If it is determined that the delivered product(s) is/are deficient, and the complaint was filed timely, SCIFI OCD will repair or replace the deficient product(s) within reasonable time after receiving a written notification of the defect by the Other Party. In case of replacement, the Other Party is obliged to return the deficient product(s).
5.5 Any claim based upon a right as provided in this Section lapse: (1) if the Other Party or any third party (had) made repairs and/or changes to the product, without SCIFI OCD’ express prior authorisation in writing, or (2) if the delivered product(s) is/are exposed to abnormal circumstances, or (3) if it is evident that a product has not been used in accordance with what has been stipulated in the user manual, or (4) if the defectiveness is wholly or partially a result of instructions and/or regulations as (will be) set by the government with respect to the nature and quality of the used materials.
5.6 Filing a complaint shall never suspend the purchase obligation or payment obligation of the Other Party.
5.7 In case the Other Party fails to submit a complaint in accordance with the period as mentioned in this Article, any right of the Other Party to claim recovery, replacement or any other compensation lapse.
5.8 Unless these General conditions provide otherwise, any and all legal claims of the Other Party against SCIFI OCD in connection with the performance under the Agreement by it, regardless of their nature, shall expire at any rate by expiry of one year after fulfilment of the Agreement.
- Delivery
6.1 The product(s) will be delivered at the delivery address indicated by the Other Party.
6.2 The dates of Delivery indicated by SCIFI OCD is an estimate and can never being considered as binding deadlines. Any deviation from these dates by SCIFI OCD does not give the Other Party any entitlement to claim damages, to cancel or to terminate the Agreement, unless expressly agreed otherwise.
6.3 From the moment of delivery, the risk of all direct and indirect loss or damage shall pass to the Other Party, even if title to the product(s) has not yet passed.
6.4 The Other Party is obliged to promptly accept the product(s) once delivered by SCIFI OCD or any third party indicated by SCIFI OCD. If the Other Party refuses to take prompt delivery or is negligent in providing necessary information or instructions for delivery then the product(s) will be stored at the Other Party’s risk. The Other Party shall pay SCIFI OCD all additional delivery, storage and insurance costs and any other costs incurred along with any loss arising in connection with this neglect or refusal.
- Suspension and dissolution
7.1 SCIFI OCD is authorized to suspend its obligations or to dissolve the Agreement without any obligation to pay any damages, loss or costs, if:
- the Other Party does not, not fully or not timely fulfil its obligations under the Agreement; or
- SCIFI OCD becomes, after the conclusion of the Agreement, aware of circumstances that give good ground to fear that the Other Party will not fulfil its obligations; or
- a delay on the part of the Other Party is of such nature that SCIFI OCD can no longer be expected to fulfil its originally agreed obligations under the Agreement; or
- the Other Party refuses to provide the required security.
By virtue of default, the Other Party shall be held to pay damages, or compensation to SCIFI OCD and is liable for any damages (including costs) arising directly or indirectly on the part of SCIFI OCD as a result.
7.2 In case of dissolution, the claims of SCIFI OCD on the Other Party shall be immediately due and payable.
7.3 In case of liquidation, (application for) suspension of payment or bankruptcy, seizure on behalf of the Other Party, debt restructuring or any other circumstances that prevents the Other Party to freely dispose of his/her capital, SCIFI OCD is entitled to terminate or cancel the Agreement with immediate effect, without any obligation for SCIFI OCD to pay any damages or compensation.
- Force majeure
8.1 SCIFI OCD is not obliged to fulfil any obligation to the Other Party in case it is being hampered due to a circumstance that is not due to gross negligence, and neither shall be for the account of SCIFI OCD under the law, a legal act or general acceptance, hereinafter referred to as “force majeure”.
8.2 In addition to what is included in law and jurisprudence, force majeure shall mean all external causes either foreseen or unforeseen, which SCIFI OCD cannot influence however which prevents SCIFI OCD to meet its obligations under the Agreement. Such situations include any strikes within SCIFI OCD or third parties, as well as the situation that a performance of a supplier of SCIFI OCD is not, not timely or not sufficient delivered to SCIFI OCD by the supplier. SCIFI OCD is also entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after SCIFI OCD should have met its obligations.
8.3 SCIFI OCD is entitled to suspend its contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than three (3) months, either Party shall be entitled to dissolve the Agreement without being obliged to pay any compensation for damages to the other Party.
8.4 Insofar SCIFI OCD, at the time the force majeure commences, has meanwhile partly fulfilled its obligations by virtue of the Agreement, or shall be able to do so, and the fulfilled part and/or the part to be fulfilled represents independent value, SCIFI OCD is entitled to separately invoice the part that has already been fulfilled and/or is yet to be fulfilled. The Other Party is obliged to pay that invoice as though it were for a separate agreement.
- Payment
9.1 Unless otherwise expressly agreed in writing, payment must be made within 14 days from the date of invoice, in a manner indicated by SCIFI OCD and in the currency stated in the invoice.
9.2 If the Other Party fails to make (timely) payment, the Other Party shall be immediately in default as from due date without prior notice or summons from SCIFI OCD. Without prejudice to its other obligations, the Other Party owes interest on the outstanding amount (including collection costs) as from due date of the invoice until the date of payment in full on an annual basis equal to the statutory commercial interest rate ex Section 6:119a of the Dutch Civil Code. All reasonable judicial and extrajudicial costs made by SCIFI OCD to obtain payment shall be borne by the Other Party.
9.3 SCIFI OCD shall be entitled to use the payments made by the Other Party first to cover the costs, then to cover any interest that has fallen due and finally to cover the principal sum and accrued interest. Payments made by the Other Party will be used by SCIFI OCD in settlement of the oldest due claims.
9.4 Objections to the invoiced amount or any other objection(s) shall never suspend the payment obligation of the Other Party.
9.5 SCIFI OCD is entitled at any time to require an advance payment of the fee from the Other Party.
- Liability
10.1 Any liability of SCIFI OCD remains at all times limited to the provisions as stated in these General conditions.
10.2 The use of the product(s) by third parties is at all times at the Other Party’s discretion and risk. The Other Party agrees that he/she will be responsible for any damages or loss as a result of such activities. The Other Party indemnifies SCIFI OCD for any claims of himself/herself and third parties, who suffered, suffer(s) or will suffer any damage or loss in connection with the use of the product(s).
10.3 SCIFI OCD is not liable for loss caused by carelessness or lack in the information provided by or on behalf of the Other Party.
10.4 SCIFI OCD is never liable for the suitability of the product(s) for any individual use by the Other Party, nor for any advice regarding the use and application of the product(s).
10.5 SCIFI OCD is not liable for normal wear and tear and/or for the product’s devaluation that is a consequence of the handling of the product(s) by the Other Party through no fault or action of SCIFI OCD.
10.6 The Other Party indemnifies SCIFI OCD against all claims made by third parties who have incurred damage/loss in connection with a defect of the product(s).
10.7 The liability of SCIFI OCD shall be, at all times, limited to reparation or replacement of (parts of) the defective product(s), to be decided by SCIFI OCD, or to the amount paid by its insurer in such case. The liability of SCIFI OCD will never exceed the amount of the purchase price of the product.
10.8 SCIFI OCD shall never be liable for indirect damages, including consequential damages, foregone profits, missed savings and damages as a result of business stagnation.
10.9 The limitation of liability as set out in these General conditions shall not apply if the damage is due to intent or gross negligence on the part of SCIFI OCD.
- Intellectual Property Rights
11.1 The execution of the Agreement by the SCIFI OCD does not constitute the assignment of intellectual property rights vested in SCIFI OCD. All intellectual property rights that are created during, or which arise from, the execution of the Agreement shall belong to SCIFI OCD.
11.2 Intellectual property rights shall be deemed to refer to all international intellectual property and similar or related rights in the broadest sense of the term, which in particular is deemed to included – but is not limited to – (a) copyright, (b) design rights, (c) trade mark rights, (d) patents, (e) knowhow, (f) rights to domain names (or entitlement to the foregoing) (g) model rights, including any future intellectual property rights, which is deemed to include all of the powers (including the right of reproduction and the right of making available to the public) that the relevant national and international legislation confers or may yet confer.
11.3 The Other Party is explicitly prohibited from reproducing, publishing or exploiting the products incorporating intellectual property rights of SCIFI OCD, or products in which intellectual property rights are vested with regard to the use of which SCIFI OCD has acquired rights of use.
11.4 The Other Party shall warrant that it will not do or fail to do anything which has the effect of infringing SCIFI OCD’ intellectual property rights, or rendering them invalid and/or endangering them.
Article 12 Governing law and jurisdiction, disputes
12.1 Dutch law is applicable to each and every Agreement and any other legal relationships with SCIFI OCD.
12.2 Any dispute about these General conditions and/or the Agreement is subject to the judgment of the competent Dutch court in the residence of SCIFI OCD, unless otherwise prescribed by mandatory law.
12.3 Parties initiate court proceedings only if they have done their utmost to resolve the dispute by mutual consultation.