Condiciones de uso

TERMS AND CONDITIONS Carmo B.V.
FILED WITH THE CHAMBER OF COMMERCE IN EINDHOVEN UNDER NUMBER 17085093

Artikel 1. GENERAL
1.1. These terms and conditions apply to all offers and agreements for the purchase/sale of goods and/or orders and services from Carmo B.V., hereinafter referred to as Carmo B.V.;
1.2. Additions or deviations from these conditions must be agreed in writing and only apply to the agreement for which they were made.
1.3. The rights and obligations under agreements between Carmo B.V. and the other party cannot be transferred by the other party to third parties, unless with written permission from Carmo B.V.
1.4. Different general terms and conditions, including those of the client, will be accepted by Carmo B.V. not accepted, unless otherwise agreed in writing and by Carmo B.V. is attached.

Article 2. OFFERS
2.1. All offers are completely without obligation and have a validity of 1 month, unless otherwise agreed in writing. An offer that contains a term can be made by Carmo B.V. may nevertheless be revoked, even after receipt of the order or assignment, provided that this is done within 5 working days of receipt of that order or assignment.
2.2. Quantities, weights, sizes, prices, etc. stated in price lists, quotations, other documents and the website are for information purposes only. They have the character of an approximate indication and bind Carmo B.V. not.

Article 3. AGREEMENTS
Except in the case of placing an order by means of a down payment, an agreement is only deemed to have been legally concluded after Carmo B.V. has confirmed the order or assignment in writing or has started the execution of the order or assignment. The content of the agreement is determined by the quotation and/or order confirmation from Carmo B.V. and these general terms and conditions.

Article 4. PRICES
4.1. All quotations and prices quoted by Carmo B.V. charges, the prices applicable at the time of the offer or the conclusion of the agreement, and ex warehouse, are in euros and exclusive of VAT and other costs applicable to the agreement, such as levies, surcharges, unless otherwise stated in writing agreed. If delivery has taken place, the materials are the responsibility of the buyer.
4.2. If, after concluding the agreement, the prices of materials, taxes and/or other factors that partly determine the price of the goods and/or services change, Carmo B.V. entitled to implement these price changes. Price changes of more than 10% give the other party the right to terminate the agreement, provided this is done in writing and within seven days of receipt of the relevant notification. A dissolution as mentioned above does not entitle the other party to compensation for any damage.

Article 5. PAYMENT
5.1. In principle, delivery only takes place cash on delivery. The products will be delivered after the full amount due has been paid. In exceptional cases, payment must be made within 14 days after the invoice date.
5.2. The other party is in default after the payment term referred to in paragraph 1 of this article has expired without a notice of default being required, regardless of whether or not the exceeding thereof can be attributed to the other party.
5.3. Without prejudice to its other rights, Carmo B.V. then entitled to charge interest on the outstanding amount of 1.5% per month or part of a month, to be calculated from the relevant due date.
5.4. All by Carmo B.V. Extrajudicial and judicial costs incurred in the context of a dispute with the other party, both plaintiff and defendant, will be borne by the other party.
5.5. Incoming payments serve to settle the oldest outstanding items, including interest and costs, even if the other party declares otherwise in this regard.

Article 6. CANCELLATION
6.1. In the event of cancellation by the other party, all costs incurred by Carmo B.V. costs incurred in connection with the order or assignment as well as the lost profit are immediately due and payable, with a minimum of 10% of the principal sum, all to be increased as necessary by any costs incurred by Carmo B.V. damage suffered as a result of the cancellation.
6.2. When canceling the order, the claim for the down payment expires.

Article 7. DELIVERY TIME, DELIVERY, RISK
7.1. The delivery period stated or agreed in the offer and/or order confirmation is not a strict deadline and is only approximate, even if it has been expressly accepted by the other party. In the event of late delivery, Carmo B.V. only be in default after written notice of default.
7.2. The stated or agreed delivery period will in any case, but not exclusively, be automatically extended by the period(s) during which: - there is a delay in manufacturing and/or shipping and/or assembly and/or any other circumstance temporarily preventing the execution, regardless of whether this is Carmo B.V. can be attributed;

- the other party in one or more obligations towards Carmo B.V. fails or there is a well-founded fear that he will fail in this regard, regardless of whether the reasons for this are well-founded or not; - other party Carmo B.V. unable to execute the agreement; This situation occurs, among other things, if the other party fails to communicate the place of delivery or to make available the data, items or facilities required for the execution.

7.3. The other party must inform Carmo B.V. to receive and inspect purchased goods or services (see warranty). If these goods are refused by the other party or delivery proves impossible, the goods will be delivered by Carmo B.V. stored, at the expense and risk of the other party. The costs for storage are borne by the other party. Carmo B.V. will demand compliance, but reserves the right to terminate the agreement without legal intervention, without prejudice to the right of Carmo B.V. on compensation.

Article 8. EXECUTION OF THE AGREEMENT
8.1. Carmo B.V. will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
8.2. Carmo B.V. is entitled, without the consent of the other party, to outsource the order or parts thereof to or to have it carried out by third parties who are not employed by Carmo B.V.
8.3. The other party ensures that all data of which Carmo B.V. indicates that these are necessary or that the other party should reasonably understand are necessary for the execution of the agreement, to Carmo B.V. in a timely manner. are provided.
8.4. For testing and repairs, a handling period of approximately 3 days applies from the date of delivery.

Article 9. WARRANTY/COMPLAINTS
9.1. For all Carmo B.V. Products supplied and manufactured by third parties are subject to the manufacturer's warranty as provided by the relevant manufacturer or supplier. Carmo B.V. guarantees that all goods are suitable and legally permissible for the purpose for which they are intended, that they conform to the agreed specifications and that these goods are free from material and manufacturing defects.
9.2. With due observance of what is stated elsewhere in these conditions, Carmo B.V. guarantees the soundness and quality of the products supplied by it or the materials used and/or supplied, for one (1) year from delivery. This warranty provision also applies to hidden defects, but only if such defects are exclusively or predominantly the result of incorrect manufacture of the delivered goods by Carmo B.V. If the delivered goods or materials do not meet the requirements imposed by normal traffic, Carmo B.V. repair, replace or reimburse the client for any resulting defects in the delivered goods free of charge, at the discretion of Carmo B.V.
9.3. The warranty obligation of Carmo B.V. lapses if the delivered goods are used improperly by the other party, are treated incorrectly or are exposed to an extraordinary load, the technical instructions regarding the use of the product are not observed.
9.4. The warranty period will not be extended if parts are repaired or replaced within the warranty period.
9.5. Advertising is not possible if:
- Proof of purchase / purchase receipt cannot be submitted;
- The delivered goods/assembly show one or more imperfections or deviations that fall within a reasonable tolerance; - The items have been used for a purpose other than that for which they are normally intended or in the opinion of Carmo B.V. have been used in an improper manner (for example racing purposes), stored or transported or by the other party;
- The damage was caused by negligence on the part of the other party (for example due to insufficient maintenance) or because the other party acted contrary to instructions, directions and advice from Carmo B.V.;
- The other party does not fulfill its obligations towards Carmo B.V. (both financially and otherwise);
- Without written permission from Carmo B.V. repairs or other work has been carried out on the work carried out by third parties.

9.6. If the other party submits a written complaint within five days of receipt, taking into account the provisions of the relevant agreement and these general terms and conditions, and Carmo B.V. is found to be justified, Carmo B.V. at its option, replace the defective goods (or parts thereof) free of charge (after which the replaced goods become its property) or repair or perform the work again or grant a price reduction.
9.7. Processing a complaint does not suspend the other party's payment obligation.
9.8. If attention is paid to a complaint outside the cases described above, this is entirely optional and the other party cannot derive any rights from this.

Article 10. INSPECTION
The items are checked by Carmo B.V. before delivery. checked. The other party has the right, at its own expense, to inspect the goods before delivery at a time and place by Carmo B.V. established.

Article 11. NON-PERFORMANCE/ TERMINATION/SUSPENSION
11.1. Carmo B.V. is entitled to dissolve the agreement in whole or in part with immediate effect, without judicial intervention, or to suspend execution, without prejudice to its other rights (to performance and/or compensation), if: - the other party acts contrary to any provision of the agreement between the parties;
- the other party dies, applies for a suspension of payments or files a declaration of bankruptcy;
- bankruptcy of the other party is filed;
- the other party's company is shut down or liquidated;
- a private agreement is offered;
- any assets of the other party are seized;

11.2. The provisions of paragraph 1 of this article apply mutatis mutandis if the other party, after having been invited in writing, does not, in the opinion of Carmo B.V., within seven days. has provided appropriate security.

Article 12. RESERVATION OF TITLE
12.1. Delivery takes place under retention of title. This reservation applies to claims for payment of all amounts owed by Carmo B.V. goods delivered or to be delivered to the other party under any agreement and/or work carried out in the context of delivery, as well as in respect of claims due to the other party's failure to comply with these agreements.
12.2. Carmo B.V. In the cases mentioned in Article 11 paragraph 1 above, it is entitled to take back the delivered goods that have remained its property in accordance with the previous paragraph of this article. Such a return applies as a termination of the agreement(s) concluded with the other party. The other party authorizes Carmo B.V. to the extent necessary, irrevocably to remove the relevant items from where they are located.
12.3. The other party is entitled, if and to the extent necessary in the context of its normal business operations, to dispose of the goods subject to retention of title. If the other party makes use of this authority, it is obliged to transfer the goods subject to retention of title to third parties, also subject to the ownership rights of Carmo B.V. to deliver. He is also obliged to Carmo B.V. to grant, upon first request, an undisclosed lien on the claims he has or will have against these third parties. In the event that the other party refuses to do so, this provision will serve as an irrevocable power of attorney to Carmo B.V. to establish this lien.

Article 13. RIGHT OF RETENTION
Carmo B.V. is authorized to suspend compliance with the obligation to hand over an item belonging to the other party that it has in its possession in the context of an assignment until the claim of Carmo B.V. with regard to that item, payment has been made in full, including interest and costs, unless the other party has provided sufficient security for the goods in question.

Article 14. LIABILITY
14.1. Carmo B.V. is not liable for damage arising as a result of any shortcoming in the fulfillment of its obligation(s) towards the other party. Compliance with the obligations under warranty/complaints as described in Article 9 above applies as sole and complete compensation. Any other claim for compensation, on whatever grounds, is excluded, unless there is intent or gross negligence on the part of Carmo B.V. or managerial subordinates.
14.2. Carmo B.V. is also not liable for intent or (gross) negligence of (non-managerial) subordinates or of others it has engaged in the context of the execution of the agreement.
14.3. Carmo B.V. accepts no liability for advice provided by or on behalf of it.
14.4. Carmo B.V. has the right at all times to repair damage suffered by the other party. The other party must inform Carmo B.V. must be given the opportunity to do so, otherwise liability and therefore compensation will lapse.

Article 15. FORCE MAJEURE
15.1. Force majeure within the meaning of these general terms and conditions means any circumstance beyond the control and control of Carmo B.V., whether or not foreseeable at the time of entering into the agreement, as a result of which Carmo B.V. cannot reasonably be expected to fulfill its obligations. may be required, such as war, government measures, lack of raw materials, factory or transport disruptions of any kind, strikes, exclusion or lack of personnel, quarantine, epidemics, frost delay, shortcomings of third parties that Carmo B.V. are engaged for the execution of the agreement (such as late delivery by suppliers), etc.
15.2. Force majeure gives Carmo B.V. the right to terminate the agreement in whole or in part, or to suspend the performance of its obligations, without being obliged to pay compensation. The other party remains obliged to pay for the part of the agreement that has already been executed.

Article 16. CONFIDENTIALITY/INTELLECTUAL PROPERTY RIGHTS
16.1. The other party undertakes to maintain complete confidentiality of all data and information regarding Carmo B.V. or its company, both during and after termination of the agreement and the relationship between the parties, insofar as this information has been provided confidentially or is apparently confidential in nature.
16.2. Carmo B.V. reserves all rights (of intellectual property) relating to the goods it supplies in the broadest sense of the word, in particular the copyrights on all works as referred to in Article 10 of the Copyright Act. The Other Party undertakes not to violate or impair these rights in any way, directly or indirectly, through use or otherwise and acknowledges that Carmo B.V. is the rights holder in this regard.

Article 17. PARTIAL NULLITY
If one or more provisions of this agreement with the other party are not or not fully legally valid, the other provisions will remain fully in force. The invalid provisions will be replaced by an appropriate arrangement that comes as close as possible to the intention of the parties and the economic result they seek in a legally effective manner.

Article 18. PLACE OF PERFORMANCE, APPLICABLE LAW, COMPETENT COURT
18.1. The location of Carmo B.V. is the place where the other party fulfills its obligations towards Carmo B.V. must comply, unless mandatory provisions dictate otherwise.
18.2. All offers and agreements from Carmo B.V. Only Dutch law applies.
18.3. All disputes that arise as a result of the dispute between the other party and Carmo B.V. concluded agreement or any further agreements that may result from it will be settled by the competent court.

Article 19. Storage costs and Removal of Goods
19.1. Goods supplied by Carmo B.V. are stored in the context of an assignment, are subject to storage costs if these goods are not collected by the other party within 6 months after completion of the assignment.
19.2. After a period of 6 months, Carmo B.V. charge storage costs of €1 per day, with a maximum of €200.
19.3. If the goods are not collected within 12 months after completion of the order, Carmo B.V. reserves the right to remove these goods, in accordance with the applicable laws and regulations regarding prescription and transfer of ownership.
19.4. Carmo B.V. will inform the other party in a timely manner in writing about the application of the storage costs and the upcoming removal of the goods.
19.5. The other party remains responsible for all costs arising from the storage and removal of the goods, including the storage costs as described above.