Filed at the Chamber of Commerce on March 1, 2012, under number 54754100
Article 1. General terms and conditions of sale and delivery
The following written stipulations apply as the General Terms and Conditions of Partychimp VoF (hereinafter referred to as "General Terms and Conditions"). These apply to all offers from, orders to, deliveries by and agreements with PartychimpVoF - trading inter alia under the names "Partychimp" or "PartyXclusive" - having its registered office in Emmen (hereinafter referred to as "Partychimp"), concerning the sale and delivery of goods, or the performance of work and the provision of services to the extent that Partychimp and its other party (hereinafter collectively referred to as “Parties”) have not explicitly deviated from these General Terms and Conditions in writing.
The applicability of other general terms and conditions than the present Terms and Conditions, however such other general terms and conditions may be named and in whatever form, is expressly excluded. This also includes purchasing conditions and other general terms and conditions of the Customer. As soon as the Customer accepts an offer from Partyychimp and / or an agreement is concluded between the Customer and Partychimp, when the Customer accepts a delivery and / or services provided by or on behalf of Partychimp, the Customer unconditionally accepts that the present General Terms and Conditions apply. . Furthermore, the Client accepts that the applicability of other general terms and conditions as referred to in this article is excluded. In addition, the Customer waives, insofar as relevant, the applicability of other general terms and conditions.
Partychimp has the right to change the General Terms and Conditions, which changes apply to existing agreements. Partychimp will thereby take into account the reasonable interests of its other party (hereinafter referred to as: "the Customer"). Changes take effect one (1) month after publication.
Article 2. Offers and conclusion of agreement
All budgets, quotes and offers from Partychimp are free of obligation, unless the contrary is explicitly stated.
Only through the written order confirmation from Partychimp, or because Partychimp has started the execution of the order, or if Partychimp has made it known to the Client in any way to start the execution of the order, does an agreement between Partychimp and the Customer.
Verbal promises and / or agreements, originating from Partychimpen / or from subordinates of Partychimp, can only bind Partychimp if and insofar as they are subsequently confirmed in writing to the Client.
If an order has been placed orally (including by telephone) with one of the employees of Partychimp, the order will only be considered as an agreement accepted and concluded by Partychimp, if Partychimp has not notified the Client within a period to be specified below, or not the order, or not to be accepted as done: (a) upon delivery from stock: within ten working days after the verbal order, (b) upon delivery not covered by (a) within six (6) months after the order and at the latest at the start of the execution of the assignment.
Unless the Customer makes a protest by return, but no later than within 2 working days, the agreement between the parties is deemed to be correct and complete in the confirmation of the order or agreement sent by or on behalf of Partychimp.
A supplement to or a change to an agreement concluded between Partychimp and the Client only comes into effect after Partychimp has confirmed this supplement or change in writing to angels solely for the supplement and / or deviation agreement from which they have been agreed.
Partychimp adheres as much as possible to the (delivery) times stated in the order confirmation, but exceeding them does not entitle the Client - except for intent or gross negligence on the part of Partychimp - to dissolve the agreements / or compensation. The delivery time is partly based on the timely delivery of materials and products ordered by Partychimp from third parties. In the event of a delay that has arisen due to late delivery of ordered materials and / or products, for which Partychimp is not to blame, the delivery period will be extended proportionally as necessary.
All statements of numbers, sizes, weights and / or other indications of the goods and / or services are done with care, but Partychimp does not guarantee that no deviations can occur in this regard. Catalogs, drawings, photos, internet images or other images and / or descriptions provided by Partychimp or by suppliers of Partychimp are for general information only and do not oblige Partychimp to deliver in accordance with the dimensions, weights or technical details.
Article 3. prices
All prices of goods apply ex warehouse and are exclusive of costs of transport, insurance, duties or taxes to be levied by the government and other costs in connection with the execution of the assignment, unless explicitly agreed otherwise in writing.
After an agreement has been concluded, Partychimp is entitled to increase the agreed prices in the event of - inter alia, but not limited to - interim increases and / or surcharges, customs rates, goods and / or raw material prices, taxes, wages or social security charges by it ( supplier) applied interim increases and changes in monetary conditions, which increase the price.
If the original purchase price is increased by more than 10% of the original purchase price pursuant to the second paragraph of this article, the Customer has the right to terminate the agreement for the part to which the price increase relates. The cancellation must then be made in writing within eight (8) days, after Partychimp has notified the Customer of the price increase. In such a case, the Client is not entitled to compensation for whatever reason.
Insofar as sales prices have been published by Partychimp, these are considered as recommended prices.
Article 4. Delivery and risk
Delivery will be made by Partychimp at the time the goods are offered at the agreed delivery address. If it has been agreed that the goods will be collected, delivery will take place at the time when the goods are ready to be collected and the Customer has been notified thereof.
If it has been agreed that Partychimp will take care of the transport of the goods ordered by the Customer, the transport is at the expense and / or risk of the Customer. Partychimp has the right to designate the mode of transport, the means of transport and the carrier.
Partychimp expressly reserves the right to deliver the Customer's orders in parts.
The Client is obliged to enable Partychimp to deliver the ordered products to it on the agreed day of delivery or the Client must collect the ordered goods from Partychimp on the agreed delivery date, or within three (3) working days after Partychimp has informed the Customer that the products are ready for collection. In the event of non-compliance with this obligation, Partychimp will keep the ordered goods for at most one (1) month in the warehouse of Partychimp or elsewhere. For this, the Customer owes Partychimp for each day or part of a day an amount of storage costs of 1% of the invoice amount with a minimum of € 25 in total. to sell.
Article 5. payment
Payment by the Customer must be made in cash or, if an invoice is sent, within twenty-one (21) days after the invoice date, unless expressly agreed otherwise in writing.
The Client is not authorized to apply a discount, settlement, suspension or debt compensation. Payments by the Customer are first and foremost to settle all costs and interest owed and subsequently to claim the longest outstanding invoices, even if the Customer states that the payment relates to a later invoice.
If the Client does not pay within the period, as stated in Article 5.1, it is legally in default and all claims that Partychimp has against the Client are immediately due and the Client is - without further prior notice of default or demand for payment - statutory interest at a trading party owes the trading interest on the invoice amount. In addition, all reasonable costs for obtaining extrajudicial settlement are for the account and risk of the Client. These costs amount to 15% of the invoice amount including the interest owed, unless the costs actually incurred by Partychimp are higher. In the latter case, the Customer owes the actual costs. In the event of judicial collection, the Client is also obliged to fully settle the reasonably incurred, actual judicial costs, including legal assistance, insofar as the actual costs exceed the amount of the (possible) legal costs ordered to pay.
If the Client is in default of payment towards Partychimp, it has the right to suspend further execution of all agreements between the Parties until such payment has been made, while in the case of further orders or deliveries cash payment may be required in advance by Partychimp.
Article 6. Quality and Advertising
Partychimp does not provide the Customer with (parts of) goods from third parties (including suppliers of Partychimp) with more guarantee than was given to Partychimp by the relevant supplier.
In addition to the above, the following also applies:
- that there may be limited and / or technically unavoidable deviations in quality, finish and / or
soundness of the delivered goods. This also includes - but is not limited to - the deviation from specifications, job descriptions, colors and any statement regarding the dimensions and weights of the delivered goods;
- that no guarantee is given in the event that there is (has not been) a normal and judicious use of
goods and materials under normal circumstances and for the purpose for which they serve.
- That no guarantee is given for defects that result from the usual wear and tear process that the product undergoes.
- that no guarantee is given for defects that are (presumably) caused by assembly and / or
installation of the product by third parties, including the Customer himself.
- that no guarantee is given for defects that have arisen as a result of the application of any
government regulation on the nature or quality of the materials used.
- that no guarantee is given for defects that have arisen as a result of the use of products,
materials, goods, works and / or constructions that have been used or applied at the explicit request / instruction of the Customer.
Immediately after receipt, the Customer checks whether the delivered goods are in a condition and / or comply with the agreement.
After receipt, the Customer will immediately complain about immediately apparent factualities to the products that are not correct or inaccuracies on the delivery notes and the like. If no written complaint is made within two (2) days after receipt or delivery, stating the invoice number, these facts are recognized as correct.
Complaints concerning non-externally observable defects must be submitted in writing, duly motivated and as soon as possible, but no later than fourteen (14) days after delivery thereof, if this period exceeds any claim against Partychimp with regard to those defects.
A complaint regarding a specific delivery does not suspend the payment obligation of the Customer with regard to that and other delivery (s).
The Client fully cooperates in the investigation by Partychimp into the merits of the complaints, on pain of forfeiting all claims. The Customer is not free to return the goods before Partychimp has agreed to this in writing.
If a complaint is found to be justified, Partychimp will repair, replace or reimburse the (parts of the) goods to which the complaint relates free of charge to the Client, such choice by Partychimp.
Partychimp's liability in the event of a complaint due to a defect / or attributable shortcoming in the fulfillment of an obligation under the agreement, arises only if the Client has fully complied with the obligations in this article. The Client must give Partychimp a reasonable period of time in order to still meet its obligations under the agreement and to comply properly. The arrangement of Article 8 concerning liability and compensation applies in this case.
Article 7. retention of title
Partychimp retains ownership of the goods delivered to the Client until its claims against the Client for payment of those goods have been met and / or all other obligations arising from an agreement between the Parties have been complied with.
Before full payment has been made, the Customer is not authorized to pledge the goods, otherwise encumber them or otherwise to sell them in full or in part to third parties, other than in the context of its normal business operations. The Customer is furthermore obliged to immediately pledge to Partychimp, at Partychimp's first request, all claims that the Customer has or may obtain in respect of these goods against its customers.
The Client is obliged to store the goods delivered under retention of title with due care and as recognizable property of Partychimp. In the event of violation of the above provisions, the purchase price will become immediately due and payable.
Partychimp is hereby irrevocably authorized by the Customer to take back the goods delivered subject to retention of title, without any legal intervention, summons or notice of default. The Client must cooperate in this regard, on pain of an immediately payable fine of € 1,000 per day that it fails to do so. By taking back by Partychimp the agreement will not be dissolved, unless Partychimp has informed the Client of this.
If the Customer forms a new item from the delivered goods, this is an item that the Customer forms for Partychimp and the Customer keeps this for Partychimp until all payment obligations referred to in this article have been met.
The Customer hereby undertakes towards Partychimp to insure the goods against the risks of destruction and damage, in whatever form, and to keep it insured up to the moment of full satisfaction of the obligation referred to in 7.1.
The Customer is obliged to immediately inform Partychimp if:
A. the Client intends to submit a request for a (provisional) suspension of payment;
B. the Client intends to have the provisions regarding the Wetschuldsanering natural persons applicable to him declared applicable, or if these have already been declared applicable to him;
C. the Client has received a (provisional) suspension of payment;
D. the Client intends to file a declaration of its bankruptcy;
E. the Client has been informed that one or more of his creditor (s) intends to file an application for his bankruptcy;
F. The customer has been declared bankrupt.
Article 8. Liability
Partychimp will only be liable for damage, directly arising from foreseeable and avoidable shortcomings, which can be attributed to it, and which are directly related to (the execution of) the assignment and / or agreement.
Partychimp's liability is in any case limited to the Partychimp guarantee obligation described in Article 6 of these General Terms and Conditions.
Any (legal) obligation to pay compensation from Partychimp to the Client, for whatever reason, is at all times limited to compensation for - exclusively - the direct damage (as referred to in Article 8.7 below) and to a maximum of the amount specified in the relevant in the event that the liability insurer of Partychimp is paid or reimbursed, plus the (possible) deductible of Partychimp. If necessary, Partychimp provides information at the request of the Customer up to which amount it is insured.
If and insofar as the liability insurer of Partychimp, for whatever reason, was not allowed to make a payment or reimbursement, as referred to in Article 8.3., Then the possible (legal) obligation to pay compensation, for whatever reason, from Partychimp limited to a maximum of the amount invoiced by Partychimp for the relevant order and / or agreement (excl. VAT).
If and insofar as for any reason whatsoever, the liability insurer of Partychimp does not proceed to payment or reimbursement, as referred to in Article 8.3 and one (or more) limitation (s) in the liability of Partychimp, as referred to in this article, in conflict is (or is) subject to applicable mandatory legislation or is not honored by the court (for example due to a violation of reasonableness and fairness) and this would result in Partychimp's liability for damage (including indirect damage, if any) that exceeds € 1,000. (thousand Euro), then the liability, or at least the (legal) obligation to pay compensation from Partychimp is limited to at most the latter amount.
However, the maximum amounts referred to in Articles 8.3 up to and including 8.5 will lapse if, but only to the extent that, the damage is (partly) the result of intent, willful recklessness or gross negligence on the part of Partychimp, to be proven by the Customer, unless derives otherwise from the statutory burden of proof.
Direct damage should only be understood to mean:
A. material damage to the property of the Customer.
B. reasonable costs incurred by the Customer to determine liability and (the extent of direct) damage.
C. reasonable costs that the Client has reasonably incurred and could reasonably have made to prevent or limit the damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage.
d. reasonable costs that the Client has reasonably incurred to obtain extrajudicial settlement, as referred to in Article 6:96, paragraph 2, sub c, of the Dutch Civil Code.
Partychimp can in no case be held liable for or be obliged to compensate for any indirect and / or incidental damage, unless the applicable mandatory legislation does not allow this exclusion, or at least a complete exclusion, of (part of) this damage. Indirect and / or incidental damage is understood to include (but not exclusively): consequential damage, loss of revenue and / or profit, missed savings, investments made, damage due to business interruption or shutdowns / or costs incurred to prevent, establish or limit indirect and / or incidental damage and / or liability therefor, costs incurred to obtain extrajudicial settlement of the indirect / incidental damage. If Partychimp is nevertheless liable for indirect damage, the provisions in 8.4 and / or 8.5 (including direct damage) apply.
Any claim for compensation and / or fulfillment against Partyychimp or any right that the Client must assert against Partychimp, expires or expires after the (single) lapse of one (1) year after the event that caused the damage or appeal to any (other) right is caused or arose, unless it follows from these General Terms and Conditions that a different (expiry) term applies.
Article 9. PARTYCHIMP non-attributable shortcoming
Partychimp accepts no liability if, due to a non-attributable shortcoming, it is unable to meet its obligations.
A non-attributable shortcoming in the General Terms and Conditions is understood to mean any circumstance as a result of which fulfillment of the agreement by Partychimp can no longer reasonably be required by the Customer, including in any case war, danger of war, civil war, riots, natural disasters, floods, strike of workers, exclusion of staff, staff shortage , transport difficulties, fire, nuclear reactions, government measures, import and export bans and business disruptions.
In the event of a non-attributable shortcoming, Partychimp is entitled, at its option, to extend the delivery time by the duration of the obstruction and thereby to suspend its obligations for deficiencies, or to terminate the agreement, insofar as it is affected by the obstruction. If the Client agrees to this in writing, Partychimp is obliged to discuss its choice within fifteen (15) days.
If the force majeure situation continues for longer than three (3) months, each of the parties is entitled to terminate the agreement by means of a written statement to the other party.
In the event of force majeure, Partychimp is in accordance with the provisions of Article 8.1. not liable and / or obliged to compensate any damage incurred by the Customer.
article 10. DISSOLUTION
In the event of default (insofar as performance is not permanent or temporarily impossible) of the Customer, Partychimp will be entitled to terminate or dissolve the agreement - without legal intervention -, without prejudice to Partychimp's right to (instead of) performance and / or (in claim for compensation, and / or take other (legal) measures.
The Client is entitled to terminate the agreement if Partychimp, after a sound and detailed possible written notice of default, whereby a reasonable term is set for the clearing of a (substantial) shortcoming, (still) attributable shortcoming in the fulfillment of substantial obligations pursuant to the agreement. The deadline for compliance set by the Customer must take into account all the circumstances of the case.
Partychimp may furthermore terminate the agreement in whole or in part without notice of default without judicial intervention, by written notice with immediate effect if DeKlant is granted suspension of payment, whether or not provisionally, if bankruptcy is requested with regard to the Customer, if his business is called upon liquidated or terminated other than for the purpose of reconstruction or merging of companies, or if the company of the Customer is sold or a change occurs in the management of the Customer. Partychimp will never be obliged to pay any compensation due to this termination.
Amounts that Partychimp has invoiced for the termination or dissolution in connection with what it has already performed or delivered in execution of the agreement, remain indebted and become immediately due and payable at the time of the dissolution.
article 11. INTELLECTUAL PROPERTY
All intellectual property rights on the delivered goods and the related materials such as designs, advice, sketches, drawings, documentation, as well as preparatory material thereof from Partychimp (or its licensors / suppliers) will explicitly remain with Partychimp (or its licensors / suppliers).
Intellectual property rights include all full and worldwide intellectual property rights and similar and related rights in the broadest sense, including in particular - but not exclusively - the (claims to) (1) copyrights, (2) design rights, ( 3) trademark rights, (4) patent rights, (5) know-how (6) database rights and (7) rights to domain names, including any future intellectual property rights, including all powers that the relevant national and international regulations grant or will grant to them.
The provisions of 11.1. also applies with regard to goods developed or made available or supplied to the Client pursuant to an agreement (by order or otherwise), which will be made public under the name of the Client, for example because the latter in turn will place the goods on the market.
The Customer is not permitted to remove or change any indication regarding the intellectual property rights of Partychimp on the goods, unless expressly agreed otherwise in writing.
The Client guarantees that he will not do or fail to do anything that infringes Partychimp's intellectual property rights, invalidates these rights and / or endangers the ownership of these intellectual property rights.
In the unlikely event that the goods delivered by Partychimp to the Client in the Netherlands infringe any intellectual property rights of a third party, and the Client is held liable in that regard, the Client is obliged to immediately inform Partychimp thereof in writing. Partychimp will then, at its option, either grant the right to use the delivered goods interest, or supply replacement (equivalent) goods that do not infringe, or refund the purchase price to the Customer after the goods have been received back from him. With regard to infringement of an intellectual property right outside the Netherlands, the Customer cannot assert any claim against Partychimp and have no claim whatsoever, without prejudice to the provisions of Article 8 of these terms and conditions.
Partychimp cannot be held liable in any way. held with regard to infringement of any intellectual property right or any other exclusive right, which is the result of any change in or to goods sold or delivered by or on behalf of Partychimp or of any use of such good or any application of such a good that is different from what Partychimp has prescribed and / or from which Partychimp assumed and / or was performed without the knowledge or consent of Partychimp.
Article 12 guarantee
Should Partychimp receive instructions regarding insufficient or reduced creditworthiness of the Customer, Partyychimp has the right not to perform or not to perform further, unless it has been satisfied by the Customer Security for its full compliance with all its obligations. If the Client does not cooperate with this, Partychimp is entitled to suspend (further) execution of the assignment and to demand performance for the performances already delivered.
The Client is obliged to Partychimp to provide the security referred to in the previous paragraph, even if Partychimp has not proceeded with the suspension or termination of its services. The costs of expert advice, bailiff costs and such on the part of Partychimp incurred in connection with this are borne by the Customer.
article 13. conversion
If and insofar as on the grounds of reasonableness and fairness, any or on the basis of a (whether or not) mandatory legal provision of the General Terms and Conditions cannot be invoked, the relevant provision with regard to content and scope is included in each case as far as possible a corresponding meaning, so that an appeal can be made
Article 14. applicable law competent court
Dutch law applies exclusively to all legal relationships between Partychimp and the Client. With regard to all disputes with the Customer, the jurisdiction of the court in Groningen is exclusively competent.