Article 1 – Applicability
These terms and conditions apply to all offers made by and all agreements for the performance of work or purchase and sale concluded by BonFeu B.V.
Article 2 – Offers
2.1 All offers will be subject to contract, unless explicitly stated otherwise. Offers will be based on the information provided with any request, which information BonFeu B.V. may consider to be correct.
2.2 If the assignment is not granted to BonFeu B.V., it will have the right to charge the buyer for all costs it has had to incur to make the offer.
2.3 The prices stated apply to delivery ex-workshop, ex-factory, excluding turnover tax, unless agreed otherwise. The content of folders, printed matter, etc., will not be binding upon BonFeu B.V., unless explicitly referred to in the agreement.
2.4 BonFeu B.V. has the right to perform details of its end product differently than specified in the offer. Minor deviations in the product or model can never give rise to any claim on the part of the buyer.
Article 3 – Industrial and intellectual property rights
BonFeu B.V. at all times and without exception retains the copyrights and other intellectual and industrial property rights to the BonFeu products, designs, sketches, illustrations, drawings of models, and offers provided by it. These documents will remain BonFeu B.V.’s property and may not be copied, shown to third parties or used in any other way without its explicit consent, regardless of whether the buyer has had to pay for them. The buyer is bound to return these documents to BonFeu B.V. at its request. Without BonFeu B.V.’s explicit consent, buyers of BonFeu products are explicitly prohibited from developing and selling similar products that could harm the interests of BonFeu B.V. in any form whatsoever, upon penalty of an immediately due and payable fine of €100,000 for every violation per sales area of BonFeu B.V. BonFeu B.V.’s sales area comprises the entire European Union. Only holder of rights to BonFeu have the authority to deviate from this.
Article 4 – Packaging
Required packaging will be charged at cost price and will not be taken back. Whether or not packaging is required is to be determined by the buyer.
Article 5 – Agreements
5.1 Agreements are concluded after explicit acceptance by BonFeu B.V. This explicit acceptance is evidenced by a written confirmation by BonFeu B.V., or by the fact that it performs the agreement.
5.2 Agreements made with subordinate employees of BonFeu B.V. will not be binding upon it if not confirmed in writing by it.
Article 6 – Time and place of delivery
6.1 Delivery is made ex-workshop, ex-factory, or ex-warehouse, at BonFeu B.V.’s discretion. Delivery times will be approximations. The delivery time starts when approval has been received of all technical details and after all information, drawings, etc., that are necessary for delivery of the goods, are in BonFeu B.V.’s possession and it has received the agreed (partial) payment.
6.2 The delivery time is based on the expectation that BonFeu B.V. can continue to work as expected at the time of the offer and that the required materials will be delivered to it on time. If a delivery time is exceeded, this can only give rise to damages if agreed in advance.
Article 7 – Impossibility to perform the assignment
7.1 If BonFeu B.V. is unable to perform an agreement after it is concluded as a result of circumstances not known to BonFeu B.V. at the time the agreement was concluded, BonFeu B.V. will be entitled to claim amendment of the content of the agreement in such a manner that performance remains possible.
7.2 In addition, BonFeu B.V. will have the right to postpone compliance with its obligation without being in default if it is temporarily unable to meet its obligations as a result of a change in circumstances that could not have been reasonably expected at the time the agreement was concluded and that are beyond its control. Such circumstances include non-compliance or late compliance by suppliers and/or external manufacturers of BonFeu B.V. with their obligations as a result of fire, strike, work stoppages or otherwise.
Article 8 – Liability
BonFeu B.V. will only be liable for damage incurred by the buyer that is a direct and exclusive result of a shortcoming attributable to BonFeu B.V., on the understanding that only damage for which BonFeu B.V. is insured or should reasonably have been insured based on what is customary in the sector, is eligible for payment. The following restrictions apply:
- a) trading loss is not eligible for compensation, whatever the cause may be. If desired, the buyer must take out insurance against this damage;
- b) BonFeu B.V. is not liable for damage cause by gross negligence or intention of auxiliary persons;
- c) the buyer will indemnify BonFeu B.V. against any third-party claim for damages made against BonFeu B.V. in respect of use of invoices or other goods or information sent by the buyer and will be liable for all ensuing costs.
- d) BonFeu B.V. will never be liable for amounts exceeding the total amount of the delivery in question.
- e) if the buyer has failed to comply with the safety instructions for responsible use of BonFeu products.
Article 9 – Warranty
BonFeu B.V. warrants the proper performance of the goods delivered. Should there nevertheless be any shortcomings in one of the goods delivered, BonFeu B.V. will only be obliged to deliver, at no cost, those parts that become defective as a result of unsound construction and/or unsound material. The parts to be replaced must be sent to BonFeu B.V. carriage paid. Disassembly or assembly of these parts will be at the buyer’s expense. BonFeu B.V. gives a 5-year warranty on its products, with due regard for depreciation and loss of value as a result of use over time, on the condition that these products are processed and assembled in accordance with the manufacturer’s instructions.
Article 10 – Transport
All goods to be delivered will be at the buyer’s expense and risk from the moment they are dispatched, if agreed also from the moment of transport from BonFeu B.V.’s manufacturer. The buyer will also be responsible for all damage related to transport if BonFeu B.V. arranges transport. The buyer must at all times have adequate insurance to cover this risk.
Article 11 – Uncollected products
If the buyer fails to collect products kept by BonFeu B.V., despite the fact that they have been made available, and fails to pay the amount owed for this, BonFeu B.V. will have the right to sell or have a third party sell the products within one month after having made them available, with due regard for a written notice of default. Any accruing sales costs, (external claims), storage costs, etc., will be at the expense of the buyer who is originally in default.
Article 12 – Payment
12.1 Payments must be made at the office of BonFeu B.V.
12.2 Unless agreed otherwise, the payment conditions are:
– Bank guarantee for agreed price upon assignment;
– Cash upon delivery (where possible by telephone) for small-scale purchases.
– 14 days net.
– 50% advance payment, 50% upon dispatch of container of BonFeu B.V.
12.3 BonFeu B.V. will at all times have the right to require, at its discretion, sufficient security from the buyer before making a delivery or continuing delivery or compliance with the assignment. This condition also applies if the buyer has stipulated credit. Refusal by the buyer to provide the requested security will entitle BonFeu B.V. to dissolve the agreement by means of a written statement to that end, regardless of BonFeu B.V.’s right to compensation of expenses and lost profits.
12.4. The buyer’s right to settle any claims against BonFeu B.V. is explicitly excluded.
12.5 If payment of an amount owed does not follow within the agreed reasonable term, BonFeu B.V. will be entitled to a compensation for loss of interest equalling the statutory interest, with a minimum of 10% a year, in respect of which part of the month will be counted as a full month. BonFeu B.V. will also be entitled to charge to the buyer all extrajudicial costs resulting from late payment, in addition to the principal claim and interest. These will be calculated in accordance with the collection rate recommended by the Nederlandse Orde van Advocaten (Netherlands Bar). If BonFeu B.V. applies for bankruptcy of the buyer, the latter will owe, in addition to the principal sum, interest and extrajudicial collection costs, the costs related to the application for bankruptcy. BonFeu B.V. will receive a (written) guarantee of the sound creditworthiness of the buyer when concluding a sales agreement.
Article 13 – Complaints
The buyer cannot invoke lack of performance if they have not discovered or should reasonably have discovered the defect within the warranty term and within 8 days after receipt, reporting to BonFeu B.V. in writing what the defect is and how they discovered it. In case a (written) complaint is made too late, any right to exercising a right by virtue of lack of performance will lapse.
Article 14 – Price changes
14.1 The agreed prices are based on the costs of materials, labour, and the dollar rate on the day of the offer.
14.2 All offers made by BonFeu B.V. are subject to contract and are valid for a period of 2 weeks.
14.3 If and in so far as the period between the date of the agreement and delivery exceeds one month, and the costs of labour, materials costs or exchange rate change during that period, BonFeu B.V. will have the right to change the agreed price pro rata.
Article 15 – Retention of title
15.1 The buyer will only become owner of the products delivered or to be delivered by BonFeu B.V. on suspensive conditions. BonFeu B.V. will retain the title to the products delivered or to be delivered as long as the buyer has not paid BonFeu B.V.’s demands in respect of the consideration of the agreement or a similar agreement. The buyer is not authorised to process/assemble the products and sell them on before payment has been made to BonFeu B.V.
15.2 If the buyer fails to comply with any obligation under the agreement towards BonFeu B.V. in respect of any products sold, the latter will be entitled, without notice of default being required, to take back both the products delivered originally and the newly formed products, also if this concerns a component. The buyer hereby authorises BonFeu B.V. to gain access to the location of the products.
Article 16 – Applicable law and disputes
16.1 All agreements are governed by Dutch law.
16.2 The provisions of the Vienna Convention do not apply.
16.3 Any and all disputes ensuing from offers and agreements, under whatever title, will be subject to the judgement of the civil court with jurisdiction in BonFeu B.V.’s place of business.