General terms of sale and delivery
For use by distributors of U-N-P Handelsmaatschapij with regards to purchasers.
1.1 In these general terms (GT) 'User' means the private company with limited liability U-N-P Handelsmaatschappij B.V., listed in the Commercial Register of the Chamber of Commerce of Breda under number 58664211, and 'Purchaser' means the other party which:
(1) either concludes an agreement with the User for the application of nano lacquer coating on objects, by the User itself or by an employee or auxiliary person engaged by the User, for example under the 'Nano Lacquer, Boat or Industrial Protection' brand, hereinafter referred to as: Nano Lacquer Protection,
(2) or applies Nano Lacquer Protection on objects itself or has it done by third parties;
(3) or buys other products developed by U-N-P Handelsmaatschappij (hereinafter: Products).
Numbers 1. and 2. hereinafter also referred to as: option 1 and option 2.
1.2 Objects can be cars, boats, real estate or industrial products whether or not belonging to the Purchaser, hereinafter referred to as: Objects.
1.3 In option 2 the Purchaser undertakes on behalf of itself or a third party engaged by it to strictly observe the 'Instruction for application of 'Nano Lacquer Protection''.
2.1 All orders placed by the Purchaser, all order confirmations and all subsequent agreements between the Purchaser and the User shall be accepted only by the User under these GT.
2.2 The GT apply to all offers, agreements and deliveries of and/or with the User concerning the application by the User of Nano Lacquer Protection to Objects and all other Products.
- Offers and quotations
3.1 If the Purchaser places an order with the User for the application or supply of Nano Lacquer Protection or Product(s), the agreement with the User shall only be concluded when the User has confirmed the order in writing and has declared the General Terms applicable to the Purchaser.
3.2 In option 2, so in the case where the Purchaser itself shall apply Nano Lacquer Protection to the objects or have it applied by third parties, the Purchaser undertakes to strictly comply with the 'Instruction for application of 'Nano Lacquer Protection LX1'', attached by the User to the Order Conformation and submitted to the Purchaser by the User in advance.
3.3 The Purchaser can accept an offer by the User in writing by placing an order during a term of fourteen (14) days after the date of the offer. The offers of the User shall expire by law after fourteen (14) days of the date of the offer, unless the parties have agreed a different date of acceptance.
3.4 If no written order confirmation has been sent by the User due to circumstances, including the nature, the scope or the urgency of the order, the offer and invoice are deemed to correctly and completely represent the agreement.
3.5 The sending of catalogues, price lists or information cannot be considered as an offer by the User. An offer by the User only counts as an offer it the User has set out the offer in a written statement in which these GT have been declared applicable.
3.6 Demonstrations and samples issued by the User can only be considered as an indication as regards the final result because the result also depends on the good performance of the instruction among other reasons. The guarantee scheme provided in these GT shall only apply if the instruction is performed well.
3.7 All quotations by the User as regards prices, content, performance, delivery times and availability are without obligation, unless laid down in writing in the offer submitted or order confirmation provided by the User.
4.1 All prices given by the User are exclusive of VAT unless otherwise provided in the offer or order confirmation.
- Option 1: the application of Nano Lacquer Protection by the User or an employee or an auxiliary person engaged by the User
5.1 The term(s) referred to in the offer within which the Nano Lacquer Protection shall be applied by the User or which shall be applied under the User's responsibility, is/are indicative because of weather conditions. If the delivery term is exceeded, the Purchaser shall not automatically be entitled to compensation nor shall it have the power to terminate the agreement. The User and the Purchaser shall in such case hold consultations to determine a reasonable delivery term.
5.2 The Purchaser must inspect the Objects immediately upon hand-over for any failures, and shall report these to the User in writing as soon as possible, but no later than within a term of seven (7) days of the hand-over.
5.3 Hidden defects must be reported by the Purchaser to the User no later than seven (7) days after the defects were discovered or could have reasonably been discovered.
5.4 If the Purchaser has not lodged a complaint within the terms referred to in the previous provision, the Purchaser is deemed to have approved the object handed over and to have waived all rights available to it on the basis of the law and/or this agreement.
5.5 Slight and/or common deviations as permitted by the industry and differences in quality, colour, size, etc. may not serve as basis for complaints.
5.6 Complaints shall not discharge the Purchaser from its payment obligations.
5.7 Products that have not been taken delivery of by the Purchaser shall remain available to the Purchaser and be stored by the User at the expense and risk of the Purchaser.
5.8 The User is entitled to deliver in parts (partial deliveries).
- Option 2: application of Nano Lacquer Protection by the Purchaser or by third parties engaged by the Purchaser
6.1 The Purchaser carries full responsibility for the correct application of Nano Lacquer Protection by itself or by third parties engaged by it in accordance with the 'Instruction for application of 'Nano Lacquer Protection'' provided by the User.
6.2 The term(s) referred to in the offer within which the Nano Lacquer Protection shall be delivered to the Purchaser is/are indicative. If the delivery term is exceeded, the Purchaser shall not automatically be entitled to compensation nor shall it have the power to terminate the agreement.
6.3 The Purchaser must check the Nano Lacquer Protection immediately upon delivery for any failures, and shall report these to the User in writing as soon as possible, but no later than within a term of seven (7) days of the check.
6.4 Hidden defects must be reported by the Purchaser to the User no later than seven (7) days after the defects were discovered or could have reasonably been discovered.
6.5 If the Purchaser has not lodged a complaint within the terms referred to in the previous provision, the Purchaser is deemed to have approved the delivery and to have waived all rights available to it on the basis of the law and/or this agreement.
6.6 Slight and/or common deviations as permitted by the industry and differences in quality, colour, size, etc. may not serve as basis for complaints.
6.7 Complaints shall not discharge the Purchaser from its payment obligations.
6.8 Products that have not been taken delivery of by the Purchaser shall remain available to the Purchaser and be stored by the User at the expense and risk of the Purchaser.
6.9 The User is entitled to deliver in parts (partial deliveries).
7.1 Unless explicitly agreed otherwise, payment by the Purchaser must be made at the office of the User or to a bank account indicated by the User, in Euros, without any discount or deduction under whatever name, each time without being entitled to set off any amounts, unless otherwise agreed.
7.2 Payment must be made within thirty (30) days of the invoice date.
7.3 Any objections of the Purchaser in view of the invoice must be discussed with the User within the fixed period of payment.
7.4 In the event of non-observance of any term of payment provided in these GT or agreed separately, the Purchaser shall be in default by operation of law without further notice of default. In that case, the User shall be entitled to proceed to collection of the amounts due by the Purchaser without further notice of default being required. The Purchaser shall then be charged a default interest of 1.5% per month on the outstanding amount.
7.5 The Purchaser has to pay, next to the amounts mentioned in the previous paragraph, all the costs, both judicial and extrajudicial costs, incurred by the User for collecting the outstanding amounts. The extrajudicial costs are fixed at 15% of the principal plus the interest, subject to the User's right to collect the extrajudicial costs it has actually incurred, to the extent that the latter costs exceed the above-mentioned amount of 15% of the principal plus the interest.
7.6 The User reserves the right to suspend the execution of the agreement, as the occasion arises, until payment is received. All costs of storage incurred in this context shall be charged to the Purchaser. The User may invoke the right of retention in respect of the Object until payment has been received.
7.7 The User reserves the right to consider each payment by or on behalf of the Purchaser as a reimbursement for the costs incurred by the User as regards the collection costs, legal fees, interest charges due by the Purchaser and ultimately the outstanding principals, unless instructed to the contrary by the Purchaser.
7.8 The User is entitled to demand security from the Purchaser for meeting its financial obligations towards the User, also after the conclusion of the agreement, if the User has good reason to fear that the Purchaser shall not meet its payment obligations at all or in time. If and for as long as the Purchaser refuses or is not able to provide security, the User shall be entitled to suspend the execution of its obligations.
- Guarantee scheme
8.1 A guarantee shall be provided by the User on the customary functioning of the Nano Lacquer Protection applied to the Objects by the User subject to the terms set out in these GT, provided that these terms are met by the Purchaser.
8.2 Customary functioning means that the application of the Nano Lacquer Protection by means of an eccentric polishing machine ensures an optimal bond and smooth structure once the coating has hardened on the product that is of a higher quality than traditional polished products.
8.3 Nano Lacquer Protection for cars is guaranteed for three consecutive periods of twelve months each, provided that the yearly quality inspection by the User is observed by the Purchaser.
8.4 Nano Boat Protection for boats is guaranteed for twelve months.
8.5 Nano Industrial for industrial products is guaranteed for twelve months.
8.6 A twelve month's guarantee can be issued again for the same period of time during a yearly quality inspection. A guarantee is issued by presenting a dated Service pass and corresponding Guarantee-certificate in the name of the Client.
8.7 During the quality control the coating shall be checked for shine, irregularities and (mechanical) scratches.
8.8 Damage to the Nano Lacquer Protection LX1 that has not been caused by shortcomings in the product - such as minor scratching or dull spots as a result of the lacquer coming into contact with a chemical agent, cleansing or abrasive agent - shall not be repaired free of charge.
8.9 If the yearly quality inspection is skipped over, then the Purchaser's right to repairs in accordance with the guarantee shall lapse.
8.10 The guarantee shall also lapse if the Purchaser carries out work on the lacquer coating him/herself.
9.1 The User is liable only for damages to the extent that the damages are a direct consequence of deliberate action or gross negligence on the part of the User and/or one of its employees and/or of third parties engaged by the User in the execution of the agreement and/or the damages are the direct result of a demonstrable failure in the goods supplied by the User insofar as they do not offer the safety or quality that may be expected from them, all circumstances taken into account.
9.2 The User's total liability because of an imputable failure to comply with the agreement shall be limited to compensation for material and direct damages up to an amount not exceeding the separately stipulated prices of the goods concerned (exclusive of VAT).
9.3 The User stipulates all legal and contractual protection, as regards its own liability towards the Purchaser, also on behalf of its employees and other persons for whose actions the User may be liable.
9.4 In respect of the damage referred to above, the User shall in any case not assume liability for any damages that is not compensated by its insurer and that should not be compensated by its insurer according to customary practices in that industry. The User's total liability will furthermore never exceed the amount of the goods supplied or the goods to be supplied in accordance with the agreement.
9.5 The Purchaser shall indemnify the User against all third-party claims because of product liability ensuing from a defect in a product which has been delivered by the Purchaser to a third party and which partly consisted of goods delivered by the User, except if and insofar as the Purchaser proves that the damages was caused by that goods delivered by the User.
9.6 The Purchaser shall indemnify the User against all third-party claims relating to the use of the delivered goods.
This article does not limit the User's legal liability.
- Retention of title, Termination and Force Majeure
10.1 All goods delivered to the Purchaser by or on behalf of the User shall remain the property of the User until the completion of payment of all the Purchaser owes the User, on whatever ground.
10.2 In the case of non-payment of any claimable amount payable by the Purchaser to the User, and also in the case that the agreement is terminated, the User shall be entitled to reclaim the goods as its property with regard to which the retention of title applies, and to take relevant measures (or to have them taken), taking into account any payments already made for those goods, this without prejudice to the right of the User to demand compensation for possible loss or damage.
10.3 The Purchaser shall be obliged to keep the goods delivered under retention of title clearly separated from other goods and with the appropriate care and is obliged to insure the goods against loss or damage caused by fire, explosion, theft or any other cause (to the extent insurable).
10.4 The Purchaser may not dispose of the goods which are still retained by the User in any other way than suits the normal course of its business; this does in any way not include using those goods to provide security.
10.5 The Purchaser must render all assistance to the User in exercising its retention of title in the cases referred to in the above provisions, subject to forfeiture of a penalty of EUR 1,000 (in words: one thousand Euros) per day. All costs of return are payable by the Purchaser.
10.6 If third parties levy attachment on the goods delivered by the User subject to the retention of title, the Purchaser shall be obliged to inform the User thereof as soon as possible.
10.7 If the Purchaser fails to meet one of its obligations towards the User at all, in time or appropriately, applies for suspension of payment, goes into liquidation or discontinues its company, the User shall be entitled to fully or partially terminate all agreements concluded with the Purchaser by means of a written declaration, without judicial intervention or further notice of default being required, and the User shall be entitled to reimbursement of all direct, indirect and consequential damage, including lost profit, without prejudice to any other legal rights to which it is entitled.
10.8 If the correct fulfilment by the User is fully or partially obstructed because of one or more circumstances for which the User cannot be held accountable (including but not limited to the circumstances referred to in the following paragraph), temporarily or not, the User shall be entitled to terminate the agreement in the manner referred to in the previous paragraph, to suspend the delivery of the goods and to redivide the production capacity among its suppliers, without being obliged to pay compensation.
10.9 Circumstances for which the User cannot in any way be held accountable include:
an act or omission of fulfilment, with the exception of deliberate action or gross negligence, by persons engaged by that User for the fulfilment of its obligations under the agreement;
exercising one or more rights by a third party towards the Purchaser, as regards a failure by the Purchaser in respect of such third party concerning the agreement for the delivery of goods by User;
a strike, factory occupation, sickness, import and export restrictions, transport problems, non-compliance of one of the suppliers of the User, a defect in the production, natural or nuclear disasters, war, fire, floods and government intervention.
10.10 If the Purchaser, after it has been notified by the User, fails to meet its obligations towards the User within 7 days, does not cooperate in receiving the goods, the User shall be released from its obligations.
Applicable law/dispute settlement
- All offers, orders and agreements between the User and the Purchaser are exclusively governed by Dutch law.
- If any provision of these GT is null and void or annulled, the other provisions of these GT shall remain in full force and the User and Purchaser shall enter into consultations to agree upon new provisions replacing the null or void provisions, whereby the purpose and the meaning of the original provisions shall be heeded as far as possible.
- All disputes - including those considered such by only one of the parties - arising from or relating to an offer, order, agreement or undertaking to and/or with the User shall solely be settled by the competent district court of Breda (the Netherlands).