Terms and Conditions
JaJa Import and Export B.V. is located in 4817 ZB Breda at Heusing 13
These general terms and conditions were filed on 0-01-1996 at the Chamber of Commerce and Industry for Western North Brabant in Breda under number 3054. Article 1. Applicability of these terms and conditions
These conditions apply to every offer and every agreement between JaJa Import and Export B.V. and a buyer to which JaJa Import en Export B.V. has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions.
Article 2. Quotations
The services provided by JaJa Import and Export B.V. quotations made are valid for 30 days, unless stated otherwise.
JaJa Import and Export B.V. is only bound by offers if the acceptance thereof is confirmed in writing by the buyer within 30 days. The prices stated in a quotation are exclusive of VAT, unless stated otherwise.
Article 3. Delivery
1. Unless otherwise agreed, delivery takes place ex works. When there if delivery condition one of the 'Incoterms' has been agreed upon, thent of the conclusion of the agreement, the Incoterms applicable.
2. The other party is obliged to take delivery of the purchased goods at the time they are delivered to him or at the time they are made available to him in accordance with the agreement.
If the other party refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the other party. In that case, the other party will pay all additional costs, including in any case storage costs,
Article 4. Delivery time
An agreed delivery time is not a strict deadline, unless expressly agreed otherwise. In the event of late delivery, the buyer must pay JaJa Import en Export B.V. therefore be given written notice of default.
Article 5. Part deliveries
It is JaJa Import and Export B.V. permitted to deliver sold goods in parts.
This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, JaJa Import en Export B.V. authorized to invoice each part separately.
Article 6. Technical requirements, etc.
If the goods to be delivered in the Netherlands must be used outside the Netherlands, JaJa Import en Export B.V. responsible that the goods to be delivered meet the technical requirements or standards set by laws or regulations of the country where the goods are to be used,
if the use abroad has also been reported at the time of concluding the purchase.
All other technical requirements, which are imposed by the buyer on the goods to be delivered and which deviate from the normal requirements, must also be expressly reported by the buyer when concluding the purchase agreement.
Article 7. Samples, models and examples
If by JaJa Import en Export B.V. a model, sample or example has been shown or provided, this is presumed to have only been shown or provided by way of indication: the qualities of the items to be delivered may deviate from the sample, model or example, unless it was expressly stated that
would be supplied conforming to the sample, model or sample shown or provided. Article 8. Termination of the agreement
1. The claims of JaJa Import and Export B.V. on the buyer are immediately due and payable in the following cases:
- if after the conclusion of the agreement to JaJa Import en Export B.V. circumstances become known, which JaJa Import en Export B.V. give good reason to fear that the buyer will not fulfill his obligations;
- if JaJa Import en Export B.V. the buyer has requested when concluding the agreement to provide security for the fulfillment and this security is not forthcoming or is insufficient.
In the cases mentioned, JaJa Import en Export B.V. authorized to suspend the further execution of the agreement or to proceed to dissolve the agreement, without prejudice to the right of JaJa Import en Export B.V. to claim compensation.
2. If circumstances arise with regard to persons and/or material of which JaJa Import en Export B.V. uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient
and/or becomes disproportionately expensive that compliance with the agreement can no longer reasonably be required, JaJa B.V. authorized to dissolve the agreement.
Article 9. Warranty
1. JaJa Import and Export B.V. guarantees that the goods delivered by it are free of design and manufacturing errors for a period of 3 months after delivery.
2. If the item shows a design, material or manufacturing defect, the buyer is entitled to have the item repaired. The seller can choose to replace the good if repair meets with objections. The buyer is only entitled to replacement if repair of the item is not possible.
3. The guarantee does not apply if damage is the result of injudicious use of the delivered goods by or on behalf of the buyer, or by another person, or if the damage is the result of defects caused by external forces.
Article 10. Retention of title
1. The information provided by JaJa Import and Export B.V. delivered goods remain the property of JaJa B.V., until the buyer fulfills all the following obligations from all obligations with JaJa B.V. concluded purchase agreements has been fulfilled:
- the consideration(s) with regard to the delivered or to be delivered good or goods themselves,
- the consideration(s) with regard to the purchase agreement(s) by JaJa B.V. services rendered or to be rendered,
- any claims due to non-compliance by the buyer with (a) purchase agreement(s).
2. By JaJa Import and Export B.V. Goods delivered, which are subject to retention of title pursuant to paragraph 1, may only be resold in the context of normal business operations. Incidentally, the buyer is not authorized to pledge the goods or to establish any other right on them.
3. If the buyer does not fulfill his obligations or there is a well-founded fear that he will not do so, JaJa Import en Export B.V. is entitled to remove or have removed delivered goods, which are subject to the retention of title referred to in paragraph 1, from the buyer or third parties who hold the goods for the buyer. The buyer is obliged to provide full cooperation to this end on pain of
a fine of 10% of the amount owed by him per day.
4. If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the buyer is obliged to accept JaJa Import en Export B .V. as soon as reasonably possible.
5. The buyer undertakes at the first request of JaJa Import en Export B.V.:
- to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection;
- pledge all claims of the buyer against insurers with regard to the goods delivered under retention of title to JaJa Import en Export B .V. in the manner prescribed in art. 3:239 CC;
- the claims that the buyer acquires against its customers when the goods are sold under retention of title by JaJa Import en Export B .V. delivered goods, to
pledge to JaJa Import and Export B.V. in the manner prescribed in art. 3:239 CC;
- to designate the goods delivered under retention of title as the property of JaJa Import en Export B.V.;
- to cooperate in other ways with all reasonable measures that JaJa Import en Export B.V. wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the buyer in the normal course of its business.
Article 11. Defects; complaint terms
1. The buyer must inspect the purchased goods upon delivery - or as soon as possible thereafter. In doing so, the other party must check whether the delivered goods comply with the agreement, namely:
- whether the correct goods have been delivered;
- whether the delivered goods correspond to what has been agreed in terms of quantity (for example the number and quantity);
- whether the delivered goods meet the agreed quality requirements or - if these are missing - the requirements that may be set for normal use and/or commercial purposes.
2. If visible defects or shortcomings are found, the buyer must report these in writing to JaJa Import en Export B.V. within 10 days of delivery.
3. Non-visible defects must be reported to JaJa Import en Export B.V. within 3 days after discovery, but no later than 3 months after delivery.
4. Even if the other party makes a timely complaint, its obligation to pay and accept orders that have been placed will continue to exist.
Goods may only be returned to JaJa Import en Export B.V. after prior written permission. be returned.
Article 12. Price increase
If JaJa Import and Export B.V. agrees a certain price with the other party, JaJa Import en Export B.V. nevertheless entitled to increase the price:
JaJa Import and Export B.V. may charge the price applicable on delivery according to the price list applicable at that time.
If the price increase is more than 20%, the buyer has the right to dissolve the agreement.
Article 13. Packaging
1. The buyer is obliged to return loaned packaging empty and in undamaged condition within 14 days. If the buyer does not fulfill his obligations with regard to packaging, all costs arising from this are for his account. Such costs include the costs arising from late
return shipping and costs of replacement, repair or cleaning.
2. If the buyer does not return loaned packaging within the term stated therein after a reminder, the seller is entitled to replace it and to charge the costs thereof, provided the seller has announced these steps in its reminder.
Article 14. Payment
1. Payment must be made within 30 days of the invoice date in legal tender at the offices of JaJa Import en Export B.V. or by bank transfer to a JaJa Import en Export B.V. to be designated giro or bank account.
After the expiry of 30 days after the invoice date, the buyer is in default; From the moment of default, the buyer owes interest of 13% on the amount due and payable on an annual basis.
2. In the event of liquidation, bankruptcy or suspension of payment of the buyer, the buyer's obligations will be immediately due and payable.
3. Payment must be made without discount or settlement.
4. Payments made by the other party always serve in the first place to settle all interest and costs owed, and in the second place for payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
Article 15. Credit Limit
JaJa Import and Export B.V. is entitled to charge a credit limitation surcharge of 2%, which is not due if payment is made within 8 days of the invoice date.
Article 16. Collection costs
1. If the buyer is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the buyer. In any case, the buyer owes:
- on the first e 2,950.00 15%
- on the excess up to e 5,900.00 10%
- on the excess up to e 14,750.00 8%
- on the excess up to e 58,990.00 5%
- on the excess 3%
If JaJa Import and Export B.V. demonstrates that it has incurred higher costs, which were reasonably necessary, these are also eligible for reimbursement.
2. The buyer owes the seller the legal costs incurred by the seller in all instances, unless these are unreasonably high.
This only applies if the seller and the buyer conduct legal proceedings with regard to an agreement to which these general terms and conditions apply and a court decision has the force of res judicata in which the buyer is completely or mainly in the wrong
is being asked.
Article 17. Liability
JaJa Import and Export B.V. is solely liable to the purchaser in the following manner:
1. For damage as a result of defects in delivered goods, only the liability as regulated in article 9 (Warranty) of these terms and conditions applies;
2. JaJa Import and Import B.V. is liable if damage is caused by intent or gross negligence on the part of
JaJa Import and Export B.V. or its managerial subordinates;
3. Incidentally, the liability of JaJa Import en Export B.V. limited to the amount of the payment made by the insurance, insofar as this liability is covered by his insurance;
4. If in any case the insurance does not provide cover or does not pay out, the liability of JaJa Import en Export B.V. with regard to additional services limited to 3 times the invoice value.
Article 18. Force majeure
1. Force majeure is understood to mean any shortcoming in the fulfillment of the obligation by JaJa Import en Export B.V. as a result of a JaJa Import and Export B.V. non-attributable cause, including: illness and the like of qualified personnel; computer, fax,
fax modem failures; disruptions in the supply of energy; and other similar causes both in the company of JaJa Import and Export B .V. as in the company of JaJa Import and Export B.V. engaged third parties.
2. If due to force majeure the fulfillment of the obligation is temporarily impossible, the obligations of JaJa Import and Export B .V. suspended. If the period in which JaJa Import en Export B.V. has fulfilled its obligations due to force majeure, is not possible, takes longer than two
months, both parties are entitled to dissolve the agreement in writing without judicial intervention, without there being any obligation to pay compensation in that case.
3. If, due to force majeure, fulfillment of the obligation is already permanently impossible or becomes within the period referred to in the previous paragraph, both parties have the right to dissolve the agreement in writing with immediate effect without judicial intervention, without any right in that case being
is subject to an obligation to pay compensation.
4. If JaJa Import and Export B.V. has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the performances already performed or to be performed and the other party is obliged to pay this invoice.
to the extent that that part of the agreement has independent value. Article 19. Dispute Resolution
Contrary to the statutory rules for the jurisdiction of the civil court, any dispute between buyer and seller, if the court is competent, will be settled by the court in Breda. JaJa Import and Export B.V. however, remains authorized to sue the buyer for the damages according to the law or
competent court of the applicable international treaty.
Article 20. Applicable law
Any agreement between JaJa Import and Export B.V. and the buyer is subject to Dutch law.
Article 21. Changes to the terms and conditions
JaJa Import and Export B.V. is authorized to make changes to these terms and conditions. These changes will come into effect at the announced date of entry into force. JaJa Import and Export B.V. will send the amended terms and conditions to the other party in a timely manner. If no time of effect
has been notified, changes towards the other party will come into effect as soon as it has been notified of the change.
Thus drawn up and signed in Breda on 01 - 01 - 1996
JaJa Import & Export B.V.