Terms and conditions
These terms and conditions concern the terms of sale, delivery, and payment. The private limited company under Dutch law Verbo B.V., with its registered office and place of business in Tilburg at Jules de Beerstraat 5. Verbo is registered in the Trade Register of the Chamber of Commerce for West-Brabant under number 18047.170.
1. General
1.1 Unless expressly agreed otherwise in writing, these Terms and Conditions apply to all our offers, to orders received by us from the Buyer, and to the sale and delivery of all our items, even if the agreement is concluded as a result of an acceptance of an offer from the Buyer’s side.
1.2 These terms and conditions also apply to all agreements with Verbo for the execution of which third parties must be involved.
1.3 Any deviations from these Terms and Conditions are only valid if they have been expressly agreed upon in writing.
1.4 The applicability of any (general) purchasing or other conditions of the Buyer is expressly rejected.
1.5 If one or more provisions in this agreement are void or should be annulled, the remaining provisions of these Terms and Conditions remain fully in force. Verbo and the Buyer will then enter into consultations to agree on new provisions to replace the void or annulled provisions, taking into account the purpose and intent of the original provision as much as possible.
2. Designated offers
Our offers and quotations are – if applicable – only valid for a period expressly stated therein, and are otherwise entirely without obligation, as are our communications regarding qualitative properties etc. of our items, unless the contrary is expressly stated in writing. A shown sample serves only as an indication and does not oblige us to ever deliver a similar good. The prices stated in this offer are always exclusive of VAT, unless stated otherwise.
3. Orders
3.1 With the exception of orders that (partly) relate to trade goods (raw materials), an order is only accepted by Verbo through written or electronic confirmation of the order.
3.2 Only if and insofar as our order confirmation deviates from the order to the detriment of the Buyer or is otherwise incorrect, the Buyer may still object within 24 hours after the order confirmation has been sent by Verbo, and their objection – if not acted upon by us – will be considered a withdrawal of their order.
4. Price
4.1 The selling prices stated by us and/or agreed with us are based on taxes, levies, purchase prices, exchange rates, etc., as they exist and apply at the time the agreement with the Buyer is concluded. Unless agreed otherwise, all our prices are ex-works Tilburg, Netherlands, and are in EURO exclusive of VAT and exclusive of the costs of transport to the destination desired by the Buyer and other costs associated with transport.
4.2 Unless expressly agreed otherwise, we are entitled to revise the final selling price or prices owed by the buyer in the event of any change in the amount or percentage of taxes, levies, and duties, as well as in the event of a change in our purchase price or the exchange rate thereof, after the conclusion of the agreement, and to charge these to the buyer based on the change that has occurred.
4.3 If it is agreed with the buyer that we, by order and for the account and risk of the buyer, include transport costs as part of the purchase agreement, the provisions of this article apply to these costs.
5. Delivery time
5.1 Delivery times included in the order or order confirmation will be observed as much as possible, but will never be a strict deadline for Verbo, unless otherwise agreed in writing.
5.2 Unless a strict deadline has been agreed, the Buyer cannot blame us for exceeding the delivery time until they have offered us a reasonable period of at least 30 days. Exceeding this gives the buyer the right to dissolve the agreement. We are not liable for compensation.
5.3 If no delivery period has been agreed, delivery will take place as soon as possible or within a reasonable period.
5.4 For delivery times ≤15 working days, we may deliver 5 extra working days later without being in default.
6. Dissolution of the agreement
6.1 The purchase agreement is concluded by (tacit) acceptance by Verbo of a placed order.
6.2 In the event of default by the Buyer, we are authorized to dissolve agreements and reclaim items under the conditions as described.
7. Place and time of delivery
7.1 Delivery takes place ex-works Tilburg; risk passes upon transfer.
7.2 Partial deliveries are permitted and can be invoiced separately.
7.3 Delivery can take place via cash on delivery, prepayment, or cash.
7.4 If delivery is not possible due to circumstances beyond our control, items will be held available for 14 working days.
7.5 The Buyer is obliged to accept delivery.
7.6 Uncollected goods are stored at the buyer’s risk.
8. Transport
8.1 Transport takes place by order and at the risk of the buyer, unless agreed otherwise.
8.2 We are not liable for shortcomings of carriers.
9. Warranty
9.1 No warranty other than agreed.
9.2 No warranty on fitness for a specific purpose.
9.3 In case of a justified warranty claim: replacement.
9.4 No warranty in case of external causes.
9.5 Minor deviations are not covered by the warranty.
10. Liability
10.1 Liability is limited.
10.2 Maximum compensation: twice the invoice amount or €25,000.
10.3 Direct damage is limited to specific costs.
10.4 No liability for indirect damage.
10.5 Exception in case of intent or gross negligence.
10.6 Also applies to third parties.
10.7 Ends upon resale.
11. Inspection and complaints
11.1 Inspection upon receipt is mandatory.
11.2 Check and report within 24 hours.
11.3 Report hidden defects within 8 working days.
11.4 No complaints possible after use.
11.5 In case of a justified complaint: repair or replacement.
12. Returns
Returns only with permission. Risk remains with the buyer.
13. Payment / retention of title
13.1 Payment within 14 days.
13.2 Payments are settled according to a fixed order.
13.3 Allocation of payments according to rules.
13.4 Interest due in case of late payment.
13.5 Collection costs for the buyer.
13.6 Ownership remains with Verbo until full payment.
13.7 Resale permitted in the normal course of business.
13.8 No pledge permitted.
13.9 Cooperation required for reclaiming goods.
13.10 Security may be demanded.
13.11 Dissolution in case of payment problems.
13.12 Obligation to return in case of retention of title.
13.13 Processing or sale possible upon repossession.
14. Insurance
The Buyer must insure goods and pledge rights if requested.
15. Force majeure
15.1 Force majeure suspends obligations.
15.2 Only liable in case of intent or gross negligence.
16. Disputes
Dutch law applies. Competent court: Breda.
17. Final provision
These conditions are leading and prevail over other conditions. Dutch text is binding. Filed in Breda (2010).
I accept the terms and conditions.
VERBO B.V
