Terms of service
JaJa Import and Export B.V. is located at 4817 ZB Breda at Heusing 13
These general terms and conditions were filed on 01-01-1996 at the Chamber of Commerce and Industry for Western Noord-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 conditions applicable, insofar as the parties have not explicitly deviated from these conditions.
Article 2. Offers
The by JaJa Import en Export B.V. Offers 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 is ex works. When if delivery condition one of the "Incoterms" has been agreed, the at the momeThe Incoterms applicable from the conclusion of the agreement apply.
2. The other party is obliged to take delivery of the purchased goods at the moment they are delivered to him or at the moment when they are made available to him in accordance with the agreement.
If the other party refuses or fails to provide 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 deadline, unless explicitly agreed otherwise. In the event of late delivery, the buyer must pay JaJa Import en Export B.V. therefore to give notice of default in writing.
Article 5. Part deliveries
It is JaJa Import en Export B.V. allowed 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 for ensuring 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 was also mentioned when the purchase was concluded.
All other technical requirements set by the buyer for the goods to be delivered and which deviate from the normal requirements must also be explicitly stated by the buyer when concluding the purchase agreement.
Article 7. Samples, models and examples
If 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 characteristics of the goods to be delivered may deviate from the sample, model or example, unless it was explicitly stated that
would be delivered in accordance with the sample, model or example shown or provided. Article 8. Termination of the agreement
1. The claims of JaJa Import en Export B.V. are immediately due and payable on the buyer in the following cases:
- if after the conclusion of the agreement to JaJa Import en Export B.V. circumstances come to knowledge that JaJa Import en Export B.V. give good reason to fear that the buyer will not meet his obligations;
- if JaJa Import en Export B.V. the buyer has requested security for the fulfillment when the agreement was concluded and this security is not provided 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 dissolution of the agreement, all this without prejudice to the right of JaJa Import en Export B.V. to claim damages.
2. If circumstances arise with regard to persons and / or material of which JaJa Import en Export B.V. uses or usually makes use 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. Guarantee
1. JaJa Import en Export B.V. guarantees that the goods delivered by it are free from design and manufacturing defects for a period of 3 months after delivery.
2. If the item shows a design, material or manufacturing defect, the buyer is entitled to repair of the item. The seller can choose to replace the item if repair is objectionable. 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 improper use of the delivered goods by or on behalf of the buyer, or by someone else, or if the damage is the result of defects caused by external forces.
Article 10. Retention of title
1. The by JaJa Import en Export B.V. delivered goods remain the property of JaJa B.V., until the buyer has fulfilled all of the following obligations from all 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 performed or to be performed,
- any claims for non-compliance by the buyer of (a) purchase agreement (s).
2. By JaJa Import en Export B.V. Goods delivered that fall under the 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 well-founded fear that he will not do so, JaJa Import en Export B.V. is entitled to remove or have removed goods delivered, which are subject to the retention of title referred to in paragraph 1, from the buyer or third parties who keep the goods for the buyer. The buyer is obliged to cooperate fully with this under penalty 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 under retention of title, the buyer is obliged to JaJa Import en Export B .V. as soon as reasonably practicable.
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;
- to pledge all claims of the buyer against insurers with regard to the goods delivered under retention of title to JaJa Import and Export B .V. in the manner prescribed in art. 3: 239 BW;
- the claims that the buyer obtains against his customers when reselling under retention of title by JaJa Import and Export B .V. delivered goods, in
pledge to JaJa Import en Export B.V. in the manner prescribed in art. 3: 239 BW;
- to regard 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. to protect its property right with regard to the goods and which does not unreasonably hinder the buyer in the normal course of its business.
Article 11. Defects; complaint periods
1. The buyer must inspect the purchased goods or have them examined 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 in terms of quantity (for example, the number and quantity) with what was agreed;
- whether the goods delivered meet the agreed quality requirements or - if these are absent - the requirements that may be set for normal use and / or commercial purposes.
2. If visible defects or shortages are found, the buyer must report these in writing to JaJa Import en Export B.V. within 10 days after delivery.
3. Non-visible defects must be reported by the buyer 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 purchase orders placed remains.
Goods can only be shipped with prior written permission from JaJa Import en Export B.V. will be returned.
Article 12. Price increase
If JaJa Import en 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 at delivery in accordance with its 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 loan packaging within 14 days empty and in undamaged condition. 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 payment
return shipment and costs of replacement, repair or cleaning.
2. If the buyer does not return loan packaging within the period stated therein after a reminder, the seller is entitled to replace it and to charge the costs thereof, provided that the seller has announced these steps in his reminder.
Article 14. Payment
1. Payment must be made within 30 days after 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. giro or bank account to be designated.
After the expiry of 30 days after the invoice date, the buyer is in default; from the moment of default, the buyer owes an interest of 13% on an annual basis on the amount due.
2. In the event of the buyer's liquidation, bankruptcy or suspension of payments, the buyer's obligations will be immediately due and payable.
3. Payment must be made without discount or set-off.
4. Payments made by the other party always serve to settle in the first place all interest and costs owed, and in the second place of due and 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 Restriction
JaJa Import and Export B.V. is entitled to charge a credit limitation surcharge of 2%, which is not due upon payment within 8 days of the invoice date.
Article 16. Collection costs
1. If the buyer is in default or in default with the fulfillment of one or more of his obligations, all reasonable costs incurred in obtaining settlement 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 en Export B.V. proves to have 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 take legal proceedings in relation 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 predominantly wrong
is being asked.
Article 17. Liability
JaJa Import and Export B.V. is only liable to the buyer in the following way:
1. For damage as a result of defects in delivered goods, only the liability as regulated in article 9 (Guarantee) of these conditions applies;
2. JaJa Import en Import B.V. is liable if damage is caused intentionally or by gross negligence
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; failures 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 compliance with the obligation is temporarily impossible due to force majeure, then the obligations of JaJa Import and Export B .V. suspended. If the period in which fulfillment of the obligations by JaJa Import en Export B.V. due to force majeure is not possible, takes longer than two
months, both parties are authorized 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, the fulfillment of the obligation is already permanently impossible or becomes
consists of an obligation to pay compensation.
4. If JaJa Import en Export B.V. on the commencement of the force majeure has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the performances already performed or yet 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. remains authorized, however, to summon the buyer for the according to the law or
the applicable international convention competent court.
Article 20. Applicable law
On every agreement between JaJa Import and Export B.V. and the buyer is subject to Dutch law.
Article 21. Changes to the conditions
JaJa Import and Export B.V. is authorized to make changes to these conditions. These changes take effect on the announced date of entry into force. JaJa Import and Export B.V. will send the amended conditions to the other party in a timely manner. If no time of activation
changes have been communicated to the other party as soon as the change has been communicated to the other party.
Drawn up and signed in Breda on 01 - 01 - 1996
JaJa Import & Export B.V.