1.1 These sales conditions, which have been deposited at the Chamber of Commerce in Rotterdam, are applicable to all offers made by, orders made at and agreements with J.GUILLEM, with the exception of possible other general conditions. By accepting an offer or otherwise making an order you agree to the relevance of these sales conditions.
1.2 These sales conditions can be deviated from only in writing.
1.3 All rights and claims for J.GUILLEM mentioned in these sales conditions and in possible future agreements are likewise stipulated for intermediates acting on behalf of J.GUILLEM and other third parties.
1.4 In case of conflicts between the Dutch text and its translations, the Dutch text always prevails.
a. “J.GUILLEM” J.GUILLEM
b. “Purchaser” the (potential) counterpart of J.GUILLEM
c. “Sales conditions” the general sales conditions of J.GUILLEM
3.0 COMMENCING OF AGREEMENTS
3.1 All offers of J.GUILLEM are without obligation, also when they include a period of acceptance. An agreement between J.GUILLEM and the Purchaser will only become effective as soon as J.GUILLEM accepts the order of the purchaser in writing (among which is also understood electronically) or when the implementation of it has started.
3.2 After J.GUILLEM has accepted your order you will receive a confirmation of it by e-mail or in writing as soon as possible. This confirmation you’ll receive will at least contain the following information:
a. a description of the Product you have purchased;
b. the price of the product;
c. the delivery and administration costs;additional costs;
d. your name, customer number and delivery address;
e. the availability status of the Product;
f. the form of payment.
3.3 The administration of J.GUILLEM counts, subject to counter-evidence, as a proof of your orders and payments made to J.GUILLEM and of the deliveries performed by J.GUILLEM.
3.4 J.GUILLEM reserves the right to reject any orders or to add certain conditions to the delivery, unless explicitly stipulated differently.
4.0 SAMPLES, MODELS AND DIAGRAMS
4.1 Samples, models, diagrams, drawings and/or stated measurements, weights, color details and/or design details of the products that are made available to the Purchaser or shown on internet only serve as a way of indication and do not bind J.GUILLEM.
5.0 DELIVERY AND DELIVERY PERIODS
5.1 The delivery of products commences at our warehouse, unless stated differently. From the delivery, all the affairs forward are at the risk of the Purchaser, also when prepaid delivery is agreed upon or when the property has not yet been transferred.
5.2 Stated delivery periods are no definite periods. J.GUILLEM will not default, unless she has received a formal notice of default after the agreed upon or in accordance to the postponed delivery period stipulated in article 5.3 and therefore a reasonable period for compliance has been granted.
5.3 If J.GUILLEM cannot execute the order of the Purchaser within a reasonable time frame, J.GUILLEM will inform the Purchaser about this as soon as possible.
5.4 J.GUILLEM is entitled to carry out deliveries to be made by her in different stages and to separately invoice these partial deliveries.
5.5 The Purchaser is obligated to accept the Products the moment these are delivered to him. In case of neglect, the Purchaser will default without further notice. If the Purchaser refuses the transfer or negligent is about providing information or instructions necessary for the delivery, the Products will be stored at the risk of the Purchaser and for which he’ll be charged.
6.0 PRICES AND PAYMENT
6.1 All stated charges for the Purchaser are based on the delivery from the factory and are excluding VAT.
6.2 J.GUILLEM is entitled to allocate costs to the Purchaser for any modifications in cost factors which occur within three months after closing the agreement, such as material prices, aids, cost of labor, insurance, freight rates, currency rates, taxes, taxable amounts or other government measures. For this will be referred to the valid price list. With the cost allocation within three months after closing the agreement the Purchaser is entitled to cancel the agreement.
6.3 Payment by the Purchaser must take place within agreed terms by means indicated on the invoice. The Purchaser is not entitled to apply cash settlement, discount or postponement to the payment.
6.4 In case of exceeding the agreed time limit for payment, the Purchaser is, with the remaining rights of J.GUILLEM unabated and without a preceding formal notice of default, responsible for paying the legal trade interest over the outstanding invoice amount until the time effective payment is made in full or for the legal interest when the Purchaser is a natural person.
6.5 All extra-judicial and judicial costs for J.GUILLEM as a result of shortcoming of the Purchaser are payable by the Purchaser with a minimum of 10% of the principal.
7.0 RIGHTS OF OWNERSHIP
7.1 J.GUILLEM maintains ownership of the Products to be delivered or delivered to the Purchaser until the Purchaser has fulfilled all (payment) obligations of all to be delivered or delivered Products according to the agreement and also of such agreement to be performed or performed activities and/or provided or to be provided services and for all claims due to shortcoming of the fulfillment of such obligations.
7.2 The Purchaser is obliged to immediately inform J.GUILLEM in case of:
a. third parties enforcing rights to the Products referred to in article 7.1 or he has knowledge of third parties intending to enforce rights to the Products referred to in article 9.1 or 9.4;
b. his requesting a (provisional) moratorium on payment;
c. bankruptcy of the Purchaser is being requested.
7.3 If the Purchaser doesn’t fulfill his obligations towards J.GUILLEM after being ordered to do so, J.GUILLEM is entitled to return the Products (or have them returned) that belong to her. The Purchaser now irrevocably authorizes J.GUILLEM to enter (or have them entered) the areas and/or spaces where the concerned Products are. All costs of J.GUILLEM due to calling back the Products are at the expense of the Purchaser. J.GUILLEM is entitled to keep possible down payment(s) as a compensation for the expenses made in connection with the returning of the Products,
8.0 INSPECTION DUTY OF PURCHASER
8.1 The Purchaser is obliged to inspect whether the Products correspond with the agreement and are free of any visible flaws. If this is not the case, the Purchaser is obliged to immediately give J.GUILLEM a motivated notification in writing after this discovery. The Purchaser can no longer hold J.GUILLEM responsible if the Purchaser did not as soon as possible, yet at the latest within eight (8) days after delivery of the Products, give the intended notification.
8.2 When an advertisement as referred to in this article has been found, J.GUILLEM is only obliged to deliver what’s missing, to replace the Products related to the advertisement or to pay back the price to the Purchaser in exchange for return of the Products, all by the choice of J.GUILLEM, unless binding rights stipulate differently. The Purchaser is obliged to follow the instructions of J.GUILLEM concerning storing or returning the Products that need rectification or replacement.
9.1 J.GUILLEM guarantees that the Products are free of design, material and production errors during a period of two years after delivery by the Purchaser to the consumer. The only valid warranty license is an electronic purchase receipt provided by the Purchaser to the consumer with the date indicated and mentioned on the Products delivered to the consumer. The guarantee only applies to the first owner of the Product.
9.2 The Purchaser is obliged to deliver the service instructions provided by J.GUILLEM together with the concerned Products to his buyers.
9.3 The following is excluded from J.GUILLEM’s scope of guarantee:
a. Products damaged due to continuous use of a faulty or deficient component;
b. Products that are not treated or used in accordance with their purpose and/or service instructions and/or in case of the regulations concerning build-in/assembly and maintenance not followed.
c. Products damaged due to incorrect use, accidents or transportation;
d. Wear through normal use;
e. Products that are further dismantled than the state in which they are offered by J.GUILLEM to the Purchaser.
f. Products already in such state that, with attention to the purchase date, must be assumed that these products have been treated carelessly.
g. Parts which have been resold to a second or next consumer.
h. Products of which the purchase receipt is modified or unreadable or of which the model or production number is modified or unreadable.
i. Products repaired or modified by an unauthorized service agency or person.
10.1 In case of premeditation or a serious fault by J.GUILLEM or its direct management, J.GUILLEM is only liable for compensation of the damage to the Products up to the invoice amount of the delivered Products where the damage was caused.
10.2 J.GUILLEM is never liable for consequential damage, among which is included loss of profit, suffered losses and made costs, as well as missed assignments, missed savings, damage caused by company or production discontinuances or stagnation.
10.3 J.GUILLEM is not liable for damage caused by premeditation or serious fault by its subordinates and/or non-subordinates for which he’s not liable by law.
10.4 If the liability of J.GUILLEM for the concerning damage is insured by any insurance agreement of J.GUILLEM, the restrictions on liability stated in this article do not apply. In this case, J.GUILLEM is only liable for the amount which is paid by the concerning insurance in the concerned situation.
11.0 FORCE MAJEURE
11.1 The Purchaser is obliged to inspect whether the Products correspond with the agreement and are free of any visible flaws. If this is not the case, the Purchaser is obliged to immediately give J.GUILLEM a motivated notification in writing after this discovery. The Purchaser can no longer hold J.GUILLEM responsible if the Purchaser did not as soon as possible, yet at the latest within eight (8) days after delivery of the Products, give the intended notification.
11.2 Circumstances that are in any case not caused by one of the parties: government issued or to be issued regulations which prevent or limit the use of the delivered or still to be delivered Products, shortage of materials and additives for the production of the Products, shortage of work forces, strikes, import, export and/or transit prohibition, transport undertaking, Production interferences, natural and/or nuclear disasters, war and/or threats of war and also everything considered a force majeure by law. If in the event of a force majeure, J.GUILLEM has already partly fulfilled its obligations or can only partly fulfill its obligations, she is entitled to invoice what has already been delivered or the deliverable part and the Purchaser is obligated to pay this invoice as it was a partial delivery.
11.3 If in the event of a force majeure, J.GUILLEM has already partly fulfilled its obligations or can only partly fulfill its obligations, she is entitled to invoice what has already been delivered or the deliverable part and the Purchaser is obligated to pay this invoice as it was a partial delivery.
12.0 INTELLECTUAL PROPERTY
12.1 The Purchaser is only entitled to use the trade name and trademarks of J.GUILLEM within the framework of the implementation of an agreement made between parties.
12.2 The Purchaser is not entitled to register (or have registered) identical or similar trade names and/or trademarks as the trade names and/or trademarks used by J.GUILLEM which are identical to or can be confused with the trade names and/or trademark of J.GUILLEM.
13.0 APPLICABLE LAW / JURISDICTION CLAUSE
13.1 All legal issues between J.GUILLEM and the Purchaser are subject to Dutch law.
13.2 The competent judge in Rotterdam has the exclusive jurisdiction to inspect all disputes that may arise between J.GUILLEM and the purchaser resulting from or concerning (the implementation of) the agreements, as well as concerning these sales conditions.