General Terms and Conditions

General Terms and Conditions

SONESTO B.V.
De Boeg 4
9206 BB DRACHTEN

Filed with the Chamber of Commerce in Leeuwarden under number 27194275.

Article 1. Scope of these Terms and Conditions
1. These terms and conditions govern every quotation and every agreement between SONESTO B.V., hereinafter referred to as SONESTO B.V., and another party insofar as the parties have not deviated from these general terms and conditions explicitly and in writing.

2. These terms and conditions also govern all agreements with SONESTO B.V. that involve third parties during their implementation.

Article 2. Quotations

1. All our quotations are without obligation and may be revoked by us within three working days of receipt of their acceptance.

2. In the event of a composite quotation, we are not obliged to deliver part of the goods included in the quotation at a corresponding part of the quoted price, nor does our quotation apply automatically to subsequent orders.

3. The quotations issued by SONESTO B.V. are valid for a period of 30 days, unless stated otherwise. SONESTO B.V. is only bound by quotations if the other party confirms their acceptance in writing within 30 days. The prices included in a quotation are exclusive of VAT, unless stated otherwise.

4. The quotation issued by SONESTO B.V. and any drawings and scenarios it provided remain property of SONESTO B.V. and must be returned immediately if an order is not concluded with the other party. They may not be copied, either in full or in part, nor provided to third parties for inspection without the explicit permission from SONESTO B.V.

Article 3. Delivery

1. Delivery is ex-factory. If required by the other party, SONESTO B.V. will take care of delivery, at additional cost, to a home in the Netherlands on the ground floor and behind the first door, unless moving (Art 8) and assembly and installation (Art 9) have been agreed in writing.

2. The other party is obliged to purchase the purchased goods at the time they are delivered or at the time they are made available to it in accordance with the agreement.

3. If the other party refuses to accept the goods or fails to provide the information or instructions required for the delivery, the goods shall be stored at the risk of the other party. In that case the other party shall be liable for all additional costs, including storage costs in any case.

Article 4. Delivery Time

1. The delivery times given by SONESTO B.V. are approximate only and are never strict deadlines.

2. In the event of late or incorrect delivery, the other party must provide SONESTO B.V. with a notice of default in writing and must grant SONESTO B.V. a reasonable period of time to comply with its obligations.

3. The delivery period given by SONESTO B.V. only commences from the time it has all the required details in its possession.

Article 5. Part Deliveries

SONESTO B.V. is authorised to deliver the purchased goods in batches. This does not apply if a part delivery does not have an independent value. If the goods are delivered in batches, SONESTO B.V. is authorised to send separate invoices for each batch.

Article 6. Technical specifications etc

1. If the goods to be delivered in the Netherlands must be used outside the Netherlands, SONESTO B.V. is not liable for the delivered goods’ compliance with technical specifications, standards and/or requirements that are imposed by the laws or provisions of the country where the goods will be used. This does not apply if the use abroad was mentioned on concluding the agreement and the required details and specifications were made available.

2. All other technical requirements that are imposed by the other party on the goods to be delivered and that deviate from the standard applicable requirements must be mentioned explicitly by the other party on concluding the purchase agreement.

3. Unless explicitly agreed otherwise, the products – if necessary and at our sole discretion – shall be given packaging in which the products are normally traded.

Article 7. Samples, models, examples and trial set-ups

1. If SONESTO B.V. has shown or provided a model, sample or example, this is presumed to have been shown or provided as an indication. The capacities of the goods to be delivered may deviate from the sample, model or example, unless it was noted explicitly that delivery would be in accordance with the shown or provided sample, model or example.

2. For the purposes of these terms and conditions, a trial set-up refers to fitting at least two units in a standard version with a gross catalogue value of maximum € 1,500 exclusive of VAT and relevant accessories, in a room to be made available by the other party with the purpose of visualising the situation the other party is interested in. As compensation for the costs of a trial set-up, SONESTO B.V. shall charge one third of the gross catalogue value of the units involved, plus VAT, immediately after fitting the trial set-up. This compensation also applies to transport costs within the Netherlands and any assembly costs. In the event the other party wishes to retain the units of the trial set-up, SONESTO B.V. shall charge the remaining two thirds of the aforementioned gross catalogue value plus VAT less any aforementioned and paid fees. During a trial set-up the other party is liable for the use, damage, theft or loss of the furniture to no more than the abovementioned gross catalogue value.

Article 8. Moving

1. If this is required by the other party and without prejudice to the provisions of Article 3.2, SONESTO B.V. shall also take care of moving, which refers to moving the goods from their place of delivery as referred to in Article 3.1 (ground floor and behind the first door) to their internal destination.

2. SONESTO B.V. shall take care of moving the goods. It is assumed that the delivered goods may be transported to their internal destination without obstacles and with a lift that is large enough to take platform trolleys or pallet trucks. If this is not complied with, SONESTO B.V. shall charge additional costs for vertical transport or additional working hours.

3. At the request of the other party, SONESTO B.V. shall designate a person with whom binding agreements can be reached regarding the move.

Article 9. Assembly; installation

1. The other party must make sure that the facilities, provisions and conditions required for the assembly or installation work to be carried out by us are provided properly and in time. These provisions and any other activities to be carried out within this context are at the expense and risk of the other party at all times.

2. The other party ensures at its own expense and risk that our fitters are given the opportunity to carry out the work. With due regard to the necessary safety rules and other precautions, the other party provides the necessary aids and grants assistance either personally or through personnel made available.

3. Travel costs are charged separately to the other party. At variance with the provisions of Article 3.1, SONESTO B.V. reserves the right to charge additional wage costs separately if, in its opinion, it is forced to carry out the work outside regular working hours and/or during unusual circumstances.

4. The provisions of Article 4.3 in respect of the delivery time also apply to the agreed assembly or fitting time.

5. With due regard to the provisions of this Article, the provisions included in the relevant Articles elsewhere in these terms and conditions apply in respect of price, delivery, risk and guarantee in relation to assembly or installation.

Article 10. Dissolution of the agreement

An agreement between SONESTO B.V. and another party can be dissolved immediately in the following situations:

  • If, after concluding the agreement, SONESTO B.V. becomes aware of circumstances that provide SONESTO B.V. with good cause to fear that the other party will not meet its obligations
  • If, on concluding the agreement, SONESTO B.V. asked the other party to provide a guarantee for fulfilling the agreement and this security is not provided or inadequate, despite an order.

In those cases, SONESTO B.V. is entitled to suspend further implementation of the agreement or to proceed with dissolution of the agreement, without prejudice to SONESTO B.V.’s right to claim damages.

Article 11. Guarantee

1. A guarantee of five years is provided on the functionality of all locker cabinets supplied by Sonesto. Vandalism, damage by force majeure and improper use is excluded from the guarantee.

2. A guarantee of one year is provided on the functionality of the locks.

3. In the event a guarantee is provided, SONESTO B.V. shall replace and fit the relevant products free of charge. SONESTO B.V. cannot be bound by other guarantees or liability.

Article 12. Retention of title

1. All goods delivered by SONESTO B.V. remain the property of SONESTO B.V. until the other party has fulfilled all the obligations resulting from the agreements concluded with SONESTO B.V.

2. The goods delivered by SONESTO B.V. under retention of title pursuant to paragraph 1 may only be used in the framework of normal business operations.

3. The other party is not entitled to pledge or encumber the goods covered by the retention of title in any other way.
4. The other party grants unconditional and irrevocable permission to SONESTO B.V. or to a third party appointed by it, in any situation in which SONESTO B.V. wishes to exercise its property rights, to enter those places where the property of SONESTO B.V. is located and to remove that property.

5. In the event third parties attach the goods delivered under retention of title or intend to establish or invoke any rights to them, the other party will be obliged to notify SONESTO B.V. as soon as may reasonably be expected.

6. The other party is obliged to insure goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on demand.

Article 13. Defects; Complaints Periods

1. The other party shall inspect the purchased goods, or have them inspected, on delivery or as soon as possible following delivery. During this inspection the other party shall establish whether the delivered goods meet the terms of the contract, i.e.:

  • Whether the correct goods have been delivered;
  • Whether the delivered goods comply with the agreements in terms of quantity (for example the amount and the number);
  • Whether the delivered goods comply with the agreed quality standards or, in the absence of such standards, with the requirements that may be imposed for normal usage and/or trading purposes.

2. If visible defects or shortcomings are observed, the other party must report those in writing to SONESTO B.V. within three working days.

3. The other party shall report non-visible defects within three working days of discovery, but no later than 3 months from delivery, in writing to SONESTO B.V.

4. Even if the other party complains in time, its obligations to pay and purchase placed orders continue to remain in force.

5. Goods may only be returned to SONESTO B.V. following prior written permission.

Article 14. Price/Price Increase

1. Unless explicitly stated otherwise, the prices quoted by us:

  • are in Euro
  • Exclusive of VAT
  • ex factory, with due regard to the provisions of Article 3.1

2. If SONESTO B.V. agrees a certain price with the other party, SONESTO B.V. is entitled nevertheless to increase that price if SONESTO B.V. can prove that significant price changes took place between the time of the quotation and delivery in respect of raw materials, currency and/or wages.

3. If the price increase amounts to more than 10%, the other party is entitled to dissolve the agreement.

Article 15. Payment

1. Invoices are payable within 14 days of the invoice date in the manner indicated by SONESTO B.V. and in the currency of the invoice.

2. After expiry of 14 days from the invoice date, the other party is lawfully in default; from the time the other party is in default, the other party is liable for interest of 1% per month over the due and payable amount, unless statutory interest is higher, in which case statutory interest applies.

3. In the event of liquidation, bankruptcy or a moratorium on payments of the other party, the claims of SONESTO B.V. and the other party’s obligations towards SONESTO B.V. shall become due and payable immediately.

4. Payment shall be made without discount or offsetting.

5. Payments made by the other party shall extend first to settle all payable interest and costs and then to 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.

Article 16. Debt-collection Costs

1. If the other party fails to meet one or more of its obligations, all reasonable judicial or extrajudicial costs involved in obtaining full payment shall be borne by the other party. In any case, the other party is liable for:

  • over the first € 6,500: 15%
  • over the remainder up to€ 13,000: 10%
  • over the remainder up to€ 32,500: 8%
  • over the remainder up to€ 130,000: 5%
  • over the remainder: 3%

2. If SONESTO B.V. proves it incurred higher costs that were reasonably required, they shall be eligible for compensation.

Article 17. Liability

1. SONESTO B.V. is only liable towards the other party:

  • For damage as a result of defects in delivered goods. This is only subject to the liability as set out in Article 9 (Guarantee) of these terms and conditions.
  • For damage caused by gross negligence of intent on the part of SONESTO B.V. or its subordinates.

2. The liability of SONESTO B.V. is limited to the amount paid by the liability insurance of SONESTO B.V. in such a situation.

3. If the insurance does not provide cover or does not proceed with payment for a specific situation and SONESTO B.V. is liable, the liability of SONESTO B.V. is limited to double the invoice value of the transaction, or rather that part of the transaction to which the liability pertains.

4. SONESTO B.V. is never liable for indirect damage, explicitly including consequential damage.

Article 18. Force majeure

1. In addition to the definition in law and case law, force majeure is defined as all circumstances, foreseen or unforeseen, that are beyond our control but that prevent us from fulfilling our obligations, including strikes at the company of SONESTO B.V.

2. During force majeure, the delivery and other obligations of SONESTO B.V. are suspended. If the period during which SONESTO B.V. is unable to comply with its obligations due to force majeure exceeds 2 months, both parties are entitled to dissolve the agreement without being liable for damages.
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