Article 1 Applicability
1. These terms apply to all offers of and agreements with ALSO International B.V., hereinafter to be referred to as ALSO International. The other party of ALSO International will be further referred to as “purchaser / client”.
2. Purchaser / client accepts the applicability of these terms by the mere fact of its order; terms maintained by the purchaser / client will be explicitly dismissed by ALSO International and do not apply to offers or agreements governed by these terms.
3. If and insofar as an offer of and/or agreement with ALSO International contains provisions that vary from these terms, without these terms being explicitly rejected, the other provisions of these terms will remain unimpaired.
4. Amendments and additions to any provisions contained in an agreement and/or these general terms will only apply if they have been set out in writing by ALSO International; they only relate to the concerned agreement.
Article 2 Offers, prices and orders
1. All offers are without obligation.
2. All prices are net cash in Euros, exclusive of turnover tax (B.T.W. (VAT)) and other duties imposed by the government, and exclusive of private copying levy.
3. ALSO International is in all cases entitled to adjust the agreed prices and rates by means of a written notice to purchaser / client.
4. If purchaser / client refuses to agree with the adjustment of prices and rates made known by ALSO International as referred to in Article 2.3, purchaser / client will be entitled to cancel the agreement in writing within seven working days after the notice referred to in that article, starting from the date on which the price or rate adjustment would take effect as referred to in the notice of ALSO International.
5. The prices are based on the circumstances applicable to ALSO International at the time of the conclusion of the agreement, such as for example purchase prices, material prices, wages, salaries, social charges, freight and customs tariffs, import and export rights, duties, levies and taxes which are (in) directly levied on ALSO International or charged to ALSO International by third parties. If these circumstances should change after conclusion of the agreement, but before the end of the execution thereof, ALSO International will have the right to charge on the costs arising from these changes to purchaser / client without prior notice.
6. ALSO International is entitled to not accept orders. In that case it is obliged to give notice thereof to purchaser / client within five working days, to be counted from the receipt of the order.
7. An agreement will only be effected after it has been confirmed in writing or by means of electronic communication by ALSO International.
Article 3 Advance payment / security
1. ALSO International is at all times entitled to require advance payment or security from purchaser / client before proceeding to deliver or further deliver.
2. If purchaser / client fails to pay the requested advance payment or security or decreased creditworthiness is evident from a check, such at the discretion of ALSO International, any obligation that rests upon ALSO International will lapse, without prejudice to ALSO International's right to compensation for all damages, costs and interests suffered by ALSO International.
Article 4 Delivery
1. The delivery dates stated by ALSO International are for information purposes only and may never be regarded as deadlines. ALSO International is at all times entitled to deliver an order in instalments. If ALSO International fails to meet the expected delivery time, purchaser / client will not be entitled to dissolve the agreement and/or compensation or to declare them void.
2. If in the agreement it is agreed in writing that delivery or execution will take place at a certain time and purchaser / client has notified ALSO International in writing that this term may in no case be exceeded, purchaser / client will be entitled to dissolve the agreement if the agreed term has expired and delivery or execution have not taken place, without prejudice to purchaser's / client's right to compensation, except in the event of a nonattributable default on the part of ALSO International. Purchaser / client is obliged to immediately notify ALSO International thereof in writing. ALSO International is in no case liable for any consequential damage under whatever name and for whatever reason.
3. ALSO International has met its obligation to deliver once it has offered the order to purchaser / client. The report of the person who has carried out the transport constitutes full proof of the offer of delivery. If the goods cannot be delivered due to actions on the part of purchaser / client, the costs of the return freight, storage and other essential costs will be charged to purchaser / client, such with a minimum of 10% of the invoice amount including forwarding charges. ALSO International will only be obliged to re-offer the goods after the costs referred to in the previous sentence, the purchase price of the goods, and the transport costs for the renewed offer have been paid.
4. The previous paragraph also applies if purchaser / client refuses to take receipt of the goods, with the proviso that ALSO International will then not be obliged to re-offer the goods but will be entitled to sell these to any third party or dispose of them in any other way, without prejudice to its right to compensation.
5. If no delivery term has been agreed for delivery on demand, a term of one month will apply, starting on the date of the conclusion of the purchase agreement. After expiry of this term or the agreed term of delivery on demand, ALSO International will have the right to demand payment for the goods sold on demand, without giving notice.
Article 5 Payments
1. Purchaser / client is obliged to pay the invoices of ALSO International within the payment term stated on the invoice (and, in the absence thereof, within a term of eight days). Payment must be made without suspension, discount or setoff.
2. If purchaser / client fails to pay the invoice amount due in time, it will have to pay to ALSO International the statutory commercial interest on the outstanding amount of the invoice, starting from the last day of the payment term.
3. After expiry of the payment term, purchaser / client will be in default and ALSO International will be entitled to terminate the agreement in full or in part. Furthermore, in that case all other claims, on whatever account, of ALSO International or purchaser / client will be immediately due and payable and ALSO International will be entitled to suspend the execution of each agreement or to terminate each agreement with purchaser / client in full or in part.
4. ALSO International will be entitled to charge all costs to purchaser / client, caused by non-payment of purchaser / client, both the judicial and extrajudicial collection charges, above and beyond any amount due.
5. Extrajudicial collection charges have to be paid by purchaser / client in any case where ALSO International has assured itself of the assistance of a third party. These will be fixed at 15 % of the amount due, being the invoice amount plus the accrued interest in accordance with paragraph 2 of this Article, with a minimum of EUR 500.00, without prejudice to ALSO International’s right to full compensation of the costs incurred by it.
6. ALSO International is at all times entitled to transfer or pledge its claims on purchaser / client to third parties.
7. If ALSO International files for the bankruptcy of purchaser / client, the latter will have to pay, in addition to the amount due as referred to in the previous paragraph of this Article, the judicial and/or extrajudicial costs of the bankruptcy petition attached thereto.
8. Payments made by purchaser / client firstly serve to meet the costs, secondly to meet the interest and thirdly to meet the principal sum.
Article 6 Obligation to inspect and complaints
1. Purchaser / client is obliged to immediately inspect the products delivered by ALSO International after receipt thereof. Complaints in respect of visible defects concerning the Products (including, yet not restricted to complaints regarding numbers, size, weight, packaging and quality) must be filed in writing by purchaser / client within three days after receipt at the latest, failing which all rights of purchaser / client will lapse and ALSO International is deemed to have fully met its obligations.
2. A complaints term of three days also applies in respect of non-visible defects, with the proviso that it starts on the day that purchaser / client becomes aware of the defect or should have become aware of it.
3. Complaints of whatever nature will not defer payment obligations of the purchaser / client.
4. The warranty periods given by the manufacturer of the delivered products apply between ALSO International and purchaser / client. A claim under the guarantee must be made known by purchaser / client to ALSO International within the applicable term, at the risk of such a claim lapsing, by sending a fully completed RMA form or collective form, which is available on the website of ALSO International.
5. After ALSO International has assigned an RMA number, purchaser / client must return the products to ALSO International in accordance with the instructions given to it within five working days. Returning will take place at the expense and risk of purchaser / client.
6. ALSO International will inspect the goods after receipt. When it finds the claim under the guarantee well-founded, the purchase price concerned will be credited and paid back in proportion, such subject to acceptance of the claim under the guarantee by the manufacturer. If the manufacturer rejects the claim under the guarantee, purchaser / client will still have to pay to ALSO International the purchase price paid back.
7. No claim under the guarantee can be granted to the purchaser / client for complaints in respect of defects if:
a. it has not used the products in accordance with the relevant instructions or has neglected them;
b. it has made changes to the products or has had them made, including repairs that have not been performed by or on behalf of ALSO International or the manufacturer.
c. it has treated the products without due care and attention in any other way;
d. the returned product is completely used up;
e. it has not (fully) paid the purchase price of the products, or fails to meet his obligations towards ALSO International in any other way;
f. it has not made them known to ALSO International in accordance with the arrangement previously prescribed.
8. The aforesaid guarantee scheme does not apply to set-up cartridges/cartridges supplied with the purchased printer.
9. A return application for incorrect delivery must be made known by purchaser / client to ALSO International within the applicable term, at the risk of such a claim lapsing, by sending a fully completed RMA form or collective form, which is available on the website of ALSO International.
10. The products to be returned must be readily marketable and saleable as new, in undamaged and original packaging, unopened and without broken seals. Ordered products, which are combined or adjusted at the request of purchaser / client can never be returned (with the exception of incorrect deliveries by ALSO International).
11. After ALSO International has granted an RMA number, the products to be returned will be collected by a carrier to be engaged by ALSO International. Purchaser / client must offer the goods in accordance with the instructions given by ALSO International and/or the aforesaid carrier.
12. ALSO International will inspect the goods after receipt. When it accepts the returned goods, the purchase price concerned will be credited in proportion.
Article 7 Liability
1. Any liability of ALSO International is restricted to the amount paid out in the case concerned according to the insurance(s) taken out by it plus the excess at the expense of ALSO International pursuant to the insurance agreement. If, for whatever reason, no payment is made pursuant to the said insurance(s), any liability of ALSO International is restricted to the invoice amount charged to purchaser / client, in the twelve months before the incident due to which the liability was created, such with a maximum of € 100,000.00 (in words: one hundred thousand Euros. ALSO International is never liable for damage in the form of loss of sale or income, less goodwill or any other consequential damage or loss.
2. The restriction of liability described in the previous paragraph does not apply in case of intention or wilful recklessness of ALSO International.
3. Purchaser / client will indemnify ALSO International, its employees and any auxiliary persons engaged by it for the execution of an agreement, against all claims from third parties, arising from or related to the delivery or resale of products. Purchaser / client is obliged to sufficiently insure itself and maintain insured in that respect.
4. Any claim of purchaser / client towards ALSO International, except for the ones acknowledged by ALSO International, will be cancelled after 12 months of its creation.
Article 8 Nonattributale breach (force majeure)
1. ALSO International may never be sued to compensate for expenses, damages and interests, if it is not able to meet its obligations towards purchaser / client due to force majeure.
2. Force majeure in the context of these terms is understood to mean all facts and circumstances that lie outside ALSO International’s sphere of influence and/or sphere of risk and/or on the basis of which execution of the agreement can no longer be required within reason, including (yet not restricted to) transport hindrance and contamination or a threat of contamination, operational failures, defects or damage to production means, strikes or similar actions, (whether or not attributable) failures on the part of third parties engaged by ALSO International, government measures as well as lack of raw materials, stagnation of the supply of raw materials or semifinished products.
3. Without prejudice to any other rights parties are entitled to, force majeure will give both parties the right to terminate the agreement for the part not yet executed, after the force majeure situation has continued for two months, all this without the parties being obliged to pay each other any compensation.
4. If ALSO International has partially met its obligations, it will be entitled to a proportional part of the agreed price on the basis of work already carried out and costs incurred.
Article 9 Transport
1. ALSO International maintains the following terms as regards the (carriage paid) order limit and shipping costs. An order acceptance limit applies outside the BeNeLux countries and Germany. Orders that do not meet the set order acceptance limit cannot be delivered.
|Region||Order acceptance||Carriage paid order limit||Shipping costs< carriage paid|
|Benelux||--||€ 450||€ 12.50|
|Germany||--||€ 450||€ 12.50|
|France||€ 1,000||€ 1,500
|UK||£ 1,000||£ 2,500||£ 25|
|Rest of Europe||€ 500||€ 5,000||€ 100|
2. A drop shipment fee is charged for shipments that have to be shipped to a different address than the agreed standard delivery address. An order acceptance limit also applies to drop shipments in certain areas.
|Region||Order acceptance||Drop shipment fee|
|France||€ 1,500||€ 25|
|UK||£ 1,000||£ 25|
|Rest of Europe||€ 500||€ 25|
3. ALSO International may charge a handling fee in specific cases. Special transport arrangements and additional services will lead to additional costs.
Article 10 Trademarks and packaging
ALSO International reserves the right to provide the goods and packaging with its own name and industrial trademark. Purchaser / client is not permitted to change or remove the trademarks or identifying marks affixed by ALSO International.
Article 11 Retention of title
1. All delivered goods remain the property of ALSO International until the moment where purchaser / client has met all its obligations – under this or previous deliveries - towards ALSO International. The goods may be reclaimed by ALSO International at once if purchaser / client has not met its obligations or ALSO International has a reason to assume that purchaser / client will not meet its obligations.
2. Purchaser / client is not entitled to alienate, rent out or give into use, to pledge the products in which ALSO International retains title or to encumber them in any other way. Resale in the framework of the normal business operations of purchaser / client is permitted if ALSO International has not notified purchaser / client in writing that it wishes to exercise its rights arising from the retention of title.
3. The retention of title is also stipulated for:
a. all costs to be incurred by ALSO International due to failure on the part of purchaser / client, which costs will be fixed at 10% of the purchase price left unpaid by purchaser / client, without prejudice to ALSO International's right to full compensation for the costs it has incurred;
b. resale loss suffered by ALSO International, that is to say the adverse difference between the purchase price left unpaid by purchaser / client and the price at which ALSO International sells the concerned goods to a third party.
Article 12 Applicable law and disputes
1. Dutch law exclusively applies to this contract. The applicability of the Vienna Sales Convention is explicitly excluded.
2. All disputes between parties will be settled by the court in Arnhem, insofar as these are part of the competence of this court, and the law has not declared another court competent to this end by obligatory provisions.
Filed with the Chamber of Commerce for Central Gelderland