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General terms and conditions

ART. 1: DEFINITIONS

Vendor: Masters of Gloves B.V.
Purchaser: the natural persons or legal entity assigning Vendor to deliver goods.
Terms and Conditions: the General Terms and Conditions in question.

 

ART. 2: APPLICABILITY

2.1          These Terms and Conditions apply to all offers, tenders, assignments, agreements and obligations under whatever name, that are accepted, concluded or taken up by the Vendor. Any deviations from these Terms and Conditions will only be valid in case expressly agreed upon with Vendor in writing.

2.2          The applicability of the General Terms and Conditions of the Purchaser is expressly rejected.

 

ART. 3: OFFER AND ACCEPTANCE

3.1          All offers, including the brochures, publications, price lists issued by Vendor in whatever form, are entirely free from obligation and revocable. Data from printed matter provided in the broadest sense of the word on account of and/or in the interest of Purchaser are subject to changes, without Vendor being obliged to give notice of this.

3.2          For tenders it also applies that these are entirely free from obligation and revocable, unless these have a term for acceptance. If a tender is accepted and the acceptance is announced to the Vendor in writing, the Vendor will have the right to revoke the offer within 2 working days after a written agreement of that tender.

 

ART. 4: ESTABLISHMENT OF THE AGREEMENT

4.1          An agreement will be considered established, no sooner than after the Vendor has confirmed an assignment in writing, or if the Vendor has commenced the execution of an assignment.

4.2          For the delivery of goods, for which according to their nature and size no tender and/or order confirmation is sent, the invoice will also be considered as order confirmation, which will also be considered as a correct and complete reflection of the agreement.

4.3          Additions and/or amendments to the agreement will only be valid in the event that these additions and/or amendments have been confirmed by Vendor in writing.

 

ART. 5: TERM OF DELIVERY

5.1          The time of delivery as stated by the Vendor will always be an estimate. Exceeding the delivery time does not entitle the Purchaser to compensation, to dissolution of the agreement or to refrain from complying with any obligations of the Purchaser arising from the agreement, including, but not limited to the obligation to pay.

 

ART. 6: DELIVERY AND RISK

6.1          Delivery will be “ex works”. The goods will be regarded as having been delivered from the moment when these are ready for dispatch at Vendor, all this after Purchaser has been notified of this, or else in case this notification was not given, by loading the goods in question onto a means of transportation. The Vendor will provide for packaging of the goods at its own expense.

6.2          After delivery, the goods (as referred to in paragraph 1 of this article) will be at the expense and risk of the Purchaser.

6.3          Vendor will have the right to make different partial deliveries.

6.4         Unless otherwise agreed, the storage of the goods at Vendor after delivery as referred to in paragraph 1 of this article, will be at Vendor’s expense.

6.5          Acceptance of the goods by the carrier for dispatch to the Purchaser, will serve as proof that the goods were in good condition.

 

ART. 7: TRANSPORTATION

7.1           The Purchaser will bear all costs and risks in connection with the transportation of the goods to the desired destination of Purchaser, unless otherwise agreed in writing.

7.2          If the Vendor provides for transportation of the goods, the choice of the means of transportation will be at Vendor’s discretion. The Vendor will then, at the Purchaser’s expense, conclude all such agreements as required for the transportation of the goods to the destination as announced to the Vendor by Purchaser.

7.3          The Purchaser, at its own expense and risk, will be obliged to obtain an export licence and/or import licence or other official authorisation and to complete all the required customs formalities for the export and/or import of the goods and, if necessary, their transit through another country.

7.4          The Purchaser will be obliged to pay all rights, taxes and other official levies, also to pay all the costs of the customs formalities requiring compliance for export and/or import of the goods and, if necessary, their transit through another country.

7.5          At the request of the Purchaser, and at the expense and risk of same, the Vendor will provide the Purchaser with all assistance to obtain an export licence and/or import licence or other official authorisation and to fulfil customs formalities. The costs of this must be paid to Vendor upon first request.

7.6          The Vendor will not be obliged to conclude an insurance agreement pertaining to the goods to be transported. At the Purchaser’s request the Vendor will provide all necessary information to conclude the agreement as referred to.

 

ART. 8: PRICES

8.1          If the prices as referred to in offers, tenders and price lists were to be raised due to whatever cause that Vendor has no influence over, including changes in the exchange rate, the Vendor will have the right to raise the price accordingly. If the costs were to rise with more than 10%, Purchaser may terminate the agreement.

8.2          All additional costs the Vendor must incur as a result of delays in delivery that cannot be attributed to it, will be borne by the Purchaser.

 

ART. 9: PAYMENT TERMS AND CONDITIONS

9.1          Unless otherwise agreed, the Purchaser will be required to pay the price and the other amounts that are due pursuant to the Terms and Conditions and/or the agreement within 30 days after the invoice date, without relying on discount, setoff or suspension.

9.2          In the event that payments are made through a deposit or transfer into the bank account or giro account of the Vendor, this deposit or transfer must be made within 30 days after the invoice date, unless otherwise agreed upon between parties in writing. The value date stated by the bank will be considered to be the date of payment.

9.3          The Purchaser will not have the right to setoff or to compensate any alleged claims it has, with any claims from the Vendor for goods delivered.

9.4         At all times and regardless of the agreed terms of payment, the Purchaser will be held to provide security for the payment of the amounts due to the Vendor under the agreement. The security provided must be such that the claim and any interest and costs included there within are properly covered and that the Vendor will be able to recover from this security without any effort. At the request of the Vendor, any security that has become insufficient must be supplemented to a sufficient security.

9.5          In the event that the Purchaser fails to fulfill payment within the agreed term(s), he will be considered to be in default by operation of the law and without any notice of default, the Vendor will have the right to charge Purchaser the contractual interest rate of 1% per month of the invoiced amount.

9.6         In the event that the Purchaser is in default with regard to a payment due to the Vendor, all other claims Vendor has against Purchaser will become immediately payable, without any notice of default being required. From the day when the claim falls due, the Purchaser will owe interest to the Vendor on the amount of all claims based on the provisions in the previous paragraph.

9.7          Both in case of extrajudicial as well as judicial collection, besides the principal sum, interest and court costs, the Purchaser will also owe collection costs, which amount to 15% of the principal sum due, with a minimum of € 250.-.

 

ART. 10: RETENTION OF TITLE

10.1        All delivered goods will continue to be owned by the Vendor until full compliance is achieved with all claims from Vendor against the Purchaser pursuant to the underlying agreement(s) and/or earlier or else later agreements, damage (compensation), costs and interest as referred to in article 9 paragraph 5.

10.2        In the event that the Purchaser fails to comply, fails to comply in time, or fails to comply in full with the obligations it entered into towards the Vendor, without prejudice to the other rights that accrue to it, the Vendor will be granted irrevocable power of attorney by the Purchaser to take possession of the goods delivered by the Vendor, without any notice of default or judicial intervention.

 

ART. 11: COMPLAINTS

11.1         Complaints will be understood to mean all grievances from the Purchaser with regard to the quantity, quality, finish and/or reliability of the delivered goods.

11.2        Where externally visible defects are concerned, the Purchaser must submit a written complaint to the Vendor regarding this and indicating the nature of the defect, within no more than seven days after the arrival of the goods at the destination as stated by the Purchaser to the Vendor, in default of which any claim against the Vendor will cease to exist.

11.3        Complaints pertaining to invisible defects must be made in writing, stating the nature of the defect, within seven days after the defect is detected or should have been detected. If an invisible defect presents itself more than two months after the arrival of the goods at the destination stated by the Purchaser to the Vendor, any claim against the Vendor will cease to exist.

11.4        In case of a complaint which in the opinion of the Vendor is justified, the Vendor will have the choice of full or partial termination of the agreement in question without judicial intervention, pro rata crediting, or else the remedy of the defects free of charge with due observance of the next paragraph. The Vendor will have the right to renege on a choice it made.

11.5        With the exception of a complaint which in the opinion of the Vendor is justified, the transportation and the storage of the goods transferred to any workshop or residence as indicated by the Vendor for repairs, adjustments or other work activities, will be at the expense and risk of the Purchaser.

11.6        With the exception of a complaint which in the opinion of the Vendor is justified, parts or materials to be replaced will become the ownership of the Vendor and will be returned to the Vendor by the Purchaser free of charge.

11.7         A complaint regarding certain deliveries will not suspend the payment obligations of the Purchaser regarding those of other deliveries, nor will it confer the right to setoff or compensation to the Purchaser.

 

ART. 12: LIABILITY AND EXEMPTION

12.1        The Vendor will not be liable for damage, of whatever nature, arising as a result of the Vendor starting from incorrect and/or incomplete information provided by or on behalf of the Purchaser.

12.2        With the exception of wilful intent or gross negligence from the part of Vendor, every claim against Vendor will be limited to the amount paid out within the framework of its (liability) insurance in the matter concerned plus the amount of the excess.

12.3        If and in so far as for whatever reason no payment would be made pursuant to the insurance referred to, and Vendor would be as yet obliged to compensate for the damage, each liability will be limited to the tender amount with a maximum of € 25,000.-.

12.4        All rights of claim and other powers, for whatever reason, which the Purchaser has against the Vendor, must be received by the Vendor in writing within 6 months – 12 months and one day in case the Purchaser is a natural person – after the moment when the Purchaser became aware, or reasonably could have been aware of this, in default of which these will cease to exist.

12.5        Purchaser will exempt Vendor against all claims from third parties in connection with the execution of an agreement concluded between Vendor and Purchaser.

 

ART. 13: TERMINATION

13.1        Without prejudice to any provisions elsewhere in these Terms and Conditions, Vendor will have the right, without any warning or notice of default, without judicial intervention and entirely at Vendor’s discretion, to suspend the obligations that accrue to the Vendor under the agreement, or else to terminate the agreement without losing the right to compensation, in case the Purchaser:

1. is in breach or has been in breach of contract;

2. is declared bankrupt, or a request to that effect has been submitted;

3. acquires (temporary) suspension of payments or a request to that effect has been submitted;

4. arranges an extrajudicial debt management scheme, or a request to that effect has been submitted;

5. discontinues its business wholly or partially;

6. loses a licence, dispensation or registration required for its business;

7. is confronted with attachments, regardless of the nature and for whatever reason;

8. passes away or initiates the (partial) liquidation of its business and/or assets;

9. is irrevocably sentenced to a custodial penalty or a financial penalty based on the Economic Offences Act or the State Taxes Act or the Penal Code of the Netherlands, or else if Purchaser may otherwise no longer be considered capable of complying with the obligations from the agreement;

10. acts in such manner that Vendor may no longer be expected to comply with the agreement.

13.2        In the event that the Vendor proceeds to termination, it will on no way whatsoever be held to compensate for damage and costs which may arise for Purchaser as a result.

 

ART. 14: IN CONCLUSION

14.1        In the event that these Terms and Conditions contain a provision that is void, this will not result in the voidness of the other provisions in these Terms and Conditions. The provision that is void will be replaced by a legally valid provision which as much as possible reflects the intention of parties as contained in the provision that is void.

14.2        In case of conflict or differences in the interpretation between the Dutch text of the Terms and Conditions and a translation of same, the Terms and Conditions as set in the Dutch language will prevail. The above Terms and Conditions have been filed with the Chamber of Commerce in Utrecht, the Netherlands, under number 68447604.

14.3        These Terms and Conditions are exclusively subject to Dutch law. The Dutch court in Utrecht, the Netherlands shall have sole jurisdiction to hear disputes arising between parties.

14.4        The application of the United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna on 11 April 1980 (Treaty Series 1981, 184 and 1986, 61) is excluded from all agreements to be concluded by Vendor.

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