Terms of service

General terms and conditions of:

CombiCraft B.V.
Telfordstraat 40
8013 RL Zwolle
The Netherlands

Chamber of Commerce registration number: 72719141

(AS 224-20)

Article 1: Applicability - definitions

These general conditions apply to every offer from us and to all our agreements of purchase/sale that we conclude with you. If (part of) a provision is void or destroyed, the remaining provisions of these general terms and conditions shall continue to apply. In the event of any discrepancy between these general terms and conditions and any translation thereof, the Dutch text shall prevail. These general terms and conditions also apply to subsequent or partial orders. All provisions in these general terms and conditions are written for our business buyers as well as for consumers. We use the term “consumer” when a provision contains a derogation/addition that applies only to consumers. A “consumer” is: a natural person acting outside his business or professional activity.

Furthermore, we use the following terms in these general terms and conditions:

- offer: any offer by us, whether or not in the form of a written quotation;
- written: by letter, e-mail, fax or any other form of communication that can be equated with this, such as WhatsApp messages;
- documents: both physical and digital documents, for example advice, calculations, sketches, designs, drawings, reports and the like to be made or provided by you or us;
- information: both said documents and other (oral) data;
- goods: our goods to be supplied from our range. This concerns both our own products and products we purchase from third parties;
- materials: the materials, parts, semi-finished products or raw materials from which the delivered items are manufactured.

Article 2: Offer - prices

- Unless we state a period of validity in/next to our offer, this is an offer without obligation. We may revoke a non-binding offer within 2 working days of receiving your acceptance.
- A combined offer does not oblige us to deliver part of the offered goods at a corresponding part of the price.
- If we base our offer on your information and this information turns out to be incorrect/incomplete or subsequently changes, we may adjust the prices and/or deadlines given accordingly.
- Our offer and prices do not automatically apply to repeat orders.
- Samples and models shown or provided to you, specifications of colors, dimensions, weights and other descriptions in brochures, promotional material or on our website are as accurate as possible, but are for indicative purposes only. You cannot derive any rights from them.
- Our prices stated in an offer or price list are exclusive of VAT and any costs, such as transport or shipping costs, handling costs and invoices from engaged third parties.
- Price reductions after the conclusion of the contract due to - for example - discount offers do not entitle you to a price reduction.
- If we are confronted with (cost) price increasing circumstances after the conclusion of the contract, we are entitled to adjust the prices agreed with you accordingly. (Cost) price increasing circumstances are in any case changes in laws and regulations, government measures, currency fluctuations and changes in the prices of required materials.
- Are you a consumer and does it concern a price change within 3 months after the conclusion of the agreement? Then you may dissolve the agreement within 5 working days of our notification of the change. Dissolution is effected by a written statement addressed to us.

Article 3: Conclusion of the agreement

- The agreement is concluded after you have accepted our offer. If your acceptance deviates from the offer, the agreement is only established after we have agreed to the deviations in writing.
- We are only bound to:
a. an order without a prior offer;
b. verbal agreements;
c. additions or changes to the general conditions or agreement;

after we have confirmed this to you in writing or as soon as we - without your objection - have started executing the order or agreements.

Article 4: Engagement of third parties

We may have deliveries carried out by third parties.

Article 5: Obligations - information

You shall ensure that:

a. you provide us with all information required for the execution of the agreement in a timely manner;
b. you inform us in good time of all developments relevant to advice;
c. data carriers, files, etc. provided by you are free of viruses and defects;

- You guarantee that the information provided to us is correct and complete and indemnify us against third party claims arising from the incorrect/incomplete nature of this information.
- We will keep confidential all information we receive from or about you in the conclusion/execution of the agreement. We provide this information to third parties only to the extent necessary for the performance of the agreement.
- We process information covered by the AVG (General Data Protection Regulation) in accordance with the AVG and report any breaches of security of the information also in accordance with the AVG.
- You may only resell the items delivered to you in the original - from us or our supplier - packaging and with the original contents. You may not alter the original packaging and you must prevent damage to it. Unless we agree otherwise, in the event of violation you will forfeit to us an immediately and fully payable penalty of € 500.00 per violation (= per package with which you are in violation).
- Do you fail to comply (on time) with the aforementioned obligations or your other obligations under the agreement/these general terms and conditions? Then we may suspend the execution of the agreement until you have fulfilled your obligations. The costs and other consequences (e.g. damage) resulting from this will be at your expense and risk.
- If you do not fulfill your obligations and we do not demand immediate performance, this does not affect our right to demand performance from you at a later date.

Article 6: Delivery - deadlines

- We make every effort to deliver on time, but agreed deadlines are never strict deadlines. Do we fail to meet our obligations (on time)? Then you must give us another reasonable period for compliance by written notice of default.
- A period starts after we have received all information necessary for the delivery and any agreed (advance) payment from you. In case of delays, the period shall be extended proportionately.
- We may deliver in parts and invoice each partial delivery separately.
- The risk for goods to be delivered shall pass to you as soon as the goods leave our premises or we inform you that you can collect the goods.
- Shipment or transport of the goods is at your expense and risk. We are not liable for damages related to shipping/transportation.
- Are you a consumer? Then the risk for the goods passes to you as soon as you or a third party you designate receives the goods. Do you appoint your own carrier? Then the risk passes to you upon receipt of the items by this carrier. Dispatch or transport is at your expense.
- We may store the goods at your expense and risk if we are unable to deliver the goods to you in the agreed manner or you fail to collect the goods and the cause of this lies within your sphere of risk. We will give you a reasonable period within which to collect the goods or give us the opportunity to deliver the goods.
- Are you still in default of your purchase obligation after this reasonable period? Then you are immediately in default. We may - by a written statement addressed to you - dissolve the agreement in whole or in part and sell the goods to third parties, without having to compensate you for any damages, interest and costs. This also does not affect our right to compensation for our (storage) costs, damage and loss of profit or our right to still demand performance from you.

Article 7: Packaging

- Packaging intended for multiple use remains our property. You may not use this packaging for any other purpose than that for which it is intended.
- We determine whether you return the packaging to us or we collect it from you and at whose expense it is collected.
- We may charge you a fee (deposit) for the packaging. If you return the packaging to us carriage paid within the agreed period, we will take the packaging back. We will refund the fee to you or offset it against the fee for the packaging of a subsequent delivery. In doing so, we may deduct 10% handling costs from the amount to be refunded or offset.
- Is the packaging damaged, incomplete or completely broken? Then you are liable for this damage and your right to reimbursement of the compensation expires. Does the damage exceed the compensation charged? Then we do not have to take the packaging back and may charge you for it at cost price - less the fee you paid.
- We may leave reusable packaging with you. Any costs for disposal will then be at your expense.

Article 8: Complaints - returns

- You check the delivered goods immediately upon receipt and report any visible defects, damage, errors, faults, discrepancies in quantities, etc. on the waybill/ accompanying note. In the absence of a waybill/accompanying receipt, report these complaints to us in writing within 2 working days of receipt. Do you not report these complaints on time? Then the goods are deemed to have been received by you in good condition and in accordance with the agreement.
- Other complaints must be reported to us in writing immediately after discovery, but at the latest within the agreed warranty period. All consequences of not reporting immediately are at your risk.
- Do you fail to report a complaint in a timely manner? Then you cannot invoke an agreed warranty.
- Complaints do not suspend your payment obligation.
- The previous paragraph does not apply to consumers.
- You allow us to investigate the complaint and provide us with all relevant information. Is return shipment necessary for the investigation? Then this will be at your expense, unless your complaint turns out to be valid. You always bear the shipping/transport risk.
- Return shipment takes place in a manner to be determined by us and - if possible - in the original packaging/packaging.
- No complaints are possible about:
a. imperfections in/properties of items inherent to the nature of the materials from which the items are manufactured;
b. small - mutual - deviations accepted in the branch as to specified quantities, dimensions, weights, numbers, structures and the like;
c. color, structure or other differences due to changed production of the goods;
d. discolorations and minor color deviations between them;
e. goods which have been altered or processed after receipt by you.

Article 9: Guarantees

- We carry out the agreed deliveries properly and in accordance with the standards applicable in our industry, but give no further guarantee than we expressly agree with you.
- We guarantee the usual quality and soundness of the delivered goods during the warranty period.
- When using materials required for the production of the goods, we shall rely on information from the manufacturer/supplier regarding their properties. Does the manufacturer/supplier provide a warranty for these materials or for items delivered to you? Then this guarantee applies between us in the same way. We will inform you about this.
- Do you want to use the items for a purpose other than the usual purpose? Then we guarantee that the items are suitable for this purpose only if we confirm this to you in writing.
- You may not invoke the warranty as long as you have not paid the agreed price for the goods.
- The previous paragraph does not apply to consumers.
- Are you right to invoke an agreed warranty? Then we have the choice of repairing or replacing the goods free of charge or a refund/discount on the agreed price. If there is additional damage, the provisions of the liability article apply.
- Are you a consumer? Then you may always opt for free repair/cost-free replacement of the goods, unless this cannot reasonably be required of us. In the latter case, you may dissolve the contract - by written declaration addressed to us - or request a discount on the agreed price.

Article 10: Liability

- Other than the guarantees expressly agreed with you or given by us, we do not accept any liability.
- We are only liable for direct damages. Any liability for consequential damages, such as trading losses, loss of profits and losses suffered, damages for delay, personal or bodily injury, is expressly excluded.
- You shall take all necessary measures to prevent or limit the damage.
- If we are liable, our obligation to pay compensation is always limited to a maximum of the amount paid out by our insurer in the relevant case. If no payment is made or if the damage is not covered by an insurance policy taken out by us, our obligation to pay compensation will be limited to the amount that our insurer pays out. Then our obligation to pay compensation is limited to a maximum of the invoice amount for the goods delivered.
- All your claims for compensation for damages will in any case expire 6 months after you have become aware of the damage you have suffered or could have become aware of the damage you have suffered and could therefore have sued us for it.
- Contrary to the previous paragraph, a period of 1 year applies to consumers.
- We are not liable - and you cannot invoke the applicable warranty - if the damage is caused by:
a. your inexpert use, use contrary to the purpose of the delivered product or use contrary to the instructions, advice, directions for use, manuals, leaflets etc. provided by/on our behalf;
b. your inexpert preservation (storage) of the goods;
c. aging/loss of quality of the items during your storage before any onward delivery to a third party;
d. inexpert or inadequate maintenance of the items;
e. errors in or incompleteness of the information given to us by/on behalf of you;
f. your directions or instructions;
g. or as a result of a choice by you that deviates from our advice or what is customary;
h. or because changes/processes have been made to the delivered goods by/on behalf of you without our express prior permission.
- In the situations mentioned in the previous paragraph, you are fully liable for the resulting damage and indemnify us against claims from third parties.
- The limitations of liability included in this article do not apply if the damage is due to our intentional or deliberate recklessness or if the limitations are contrary to mandatory statutory provisions. Only in these cases shall we indemnify you against third-party claims.

Article 11: Payment

- We may always request (partial) prepayment or other security for payment from you.
- Unless we agree otherwise, you will pay within a due date of 14 days from the invoice date. The correctness of the invoice is established if you do not object within this payment period.
- Have you not paid (in full) within the payment period? Then you owe us default interest in the amount of 2% per month, to be calculated cumulatively on the principal sum. Parts of a month are counted as full months. What does this cumulative monthly interest mean? In the first month after expiry of the payment term, we calculate the interest on the principal sum. In each subsequent month that you do not pay, we calculate interest on the principal amount plus the interest already accrued in the previous month(s).
- For consumers, we charge a default interest rate of 6% per year, unless the legal interest rate is higher. In that case, the statutory interest rate applies.
- If your payment still remains unpaid after a reminder, we may also charge you extrajudicial collection costs amounting to 15% of the invoice amount with a minimum of € 40.00.
- We give consumers at least 14 days after receipt of this reminder to still pay. If payment is still not made, the extrajudicial collection costs are for the consumer:
a. 15% of the amount of the principal sum over the first € 2.500,00 of the claim (with a minimum of € 40,00);
b. 10% of the amount of the principal sum over the next € 2,500.00 of the claim;
c. 5% of the amount of the principal over the next € 5,000.00 of the claim;
d. 1% of the amount of the principal over the next € 190,000.00 of the claim;
e. 0.5% of the excess of the principal sum.
All this with an absolute maximum of € 6,775.00.
- To calculate the extrajudicial collection costs, we may increase the principal amount of the claim after the lapse of 1 year by the default interest accrued in that year.
- Does your payment remain unpaid? Then we may dissolve the contract - by a written statement addressed to you - or suspend our obligations under the contract until you pay or provide us with adequate security for this. We have this right of suspension even before you are in default of payment, if we then have good reason to doubt your creditworthiness.
- Payments we receive will be applied first to all interest and costs due and then to the longest outstanding payable invoices, unless you notify us in writing at the time of payment that it relates to a later invoice.
- You may not set off our claims against counterclaims that you believe you have against us. This also applies if you apply for (provisional) suspension of payment or are declared bankrupt.
- The previous paragraph does not apply to consumers.

Article 12: Retention of Title

- All goods delivered to you remain our property until you have fulfilled all your payment obligations.
- These payment obligations include not only the purchase price of the goods but also our claims:
a. for work performed related to the delivery;
b. due to a breach by you, such as compensation, out-of-court collection costs, interest, and any fines.
- If we deliver identical, non-identifiable goods to you, the batch of goods corresponding to the oldest invoice(s) will always be deemed to have been sold first. This means that the retention of title will always apply to all goods delivered that are still in your stock/premises at the time we invoke our retention of title.
- You may resell the goods in the course of your normal business, provided you also agree to a retention of title with your buyers. 
- You may not pledge or transfer control of the goods that are subject to retention of title to any financier.
- You must inform us immediately if third parties claim ownership or other rights over the goods.
- As long as you have possession of the goods, you must store them carefully and as our identifiable property.
- You must maintain business or property insurance that covers the goods delivered under retention of title. Upon our request, you must provide us with access to the insurance policy and corresponding proof of premium payments.
- If you act in violation of this article or if we invoke our retention of title for any other reason, we and our employees are permitted to enter your premises and reclaim the goods. This does not affect our rights to dissolve the agreement or claim compensation for damages, lost profits, and interest, by providing you with a written declaration.

Article 13: Intellectual Property

- Unless otherwise agreed, we are the holder of all intellectual property rights that apply to or arise from the goods and documents we deliver or manufacture. Only we are allowed to exercise these rights.
- This means, among other things, that you may not use, reproduce, distribute, or disclose to third parties the documents we deliver or manufacture, or allow third parties to view them, outside the context of the agreement without our prior written consent.
- You may not replicate, modify, reproduce, etc., any goods or parts thereof that we deliver or manufacture without our prior written consent.
- If you provide us with documents or files, you guarantee that these documents or files do not infringe on the intellectual property rights of third parties. You are liable for any damage we incur due to such infringements and indemnify us against any claims from these third parties.

Article 14: Bankruptcy - Lack of Authority, etc.

- We may dissolve the agreement by sending you a written declaration at the time you:
a. are declared bankrupt or an application for bankruptcy has been filed;
b. apply for (provisional) suspension of payments;
c. are subject to executory seizure;
d. are placed under guardianship or administration;
e. lose the authority or legal capacity to manage (parts of) your assets in any other way.
f. You must inform the trustee or administrator about the agreement and these general terms and conditions.

Article 15: Force Majeure

- If we fail to meet our contractual obligations towards you, this cannot be attributed to us if there is force majeure.
- The following circumstances are always considered force majeure on our part:
a. war, riots, mobilization, domestic and foreign unrest, government measures, or the threat of such circumstances;
b. disruption of the exchange rates existing at the time the agreement was made;
c. business disruptions due to fire, burglary, sabotage, power outages, internet or telephone connection failures, cybercrime, strikes, natural phenomena, (natural) disasters, etc.;
d. transport difficulties and delivery issues caused by weather conditions, roadblocks, accidents, import and export restrictions, or a temporary shortage of required materials.
- In the case of force majeure, we may dissolve the agreement by sending you a written declaration or adjust/delay our deliveries for a reasonable period. We are not required to pay compensation for damages in such cases.
- If the force majeure situation arises after we have already partially performed the agreement, we are entitled to compensation for the deliveries already made.

Article 16: Cancellation - Suspension

- If you cancel the agreement before or during its execution, we may charge you a fixed compensation for:
a. all costs incurred;
b. the damage we have suffered due to the cancellation, including lost profit.
Depending on the deliveries already made or costs incurred, this compensation will range from 20% to 100% of the agreed price.
- You indemnify us against claims from third parties arising from the cancellation.
- We may offset the owed compensation against any amounts already paid by you and your potential counterclaims.
- If you request us to suspend the execution of the agreement, we may immediately demand and charge you for all deliveries made. This also applies to any costs or expenses incurred due to the suspension.
- Any costs incurred by us in resuming the deliveries are also at your expense. If we cannot resume execution of the agreement after the suspension, we may dissolve the agreement by sending you a written declaration.

Article 17: Applicable Law - Competent Court

- Dutch law applies to our agreements.
- We exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- We will submit disputes to the court competent in the location of our establishment. However, we also reserve the right to submit the dispute to the competent court in your place of business or residence.
- As a consumer, you may always choose the legally competent court, even if we choose a different court. You must inform us of your choice within one month of receiving the summons.
- If you are located or residing outside the Netherlands, we may submit the dispute to the competent court in the country or state where you are located or reside.

Date: May 19, 2021