Terms and Conditions

General Terms and Conditions

Table of Contents

1. Definitions
2. Identity of the Entrepreneur
3. Scope of Application
4. Offer and Conclusion of the Agreement
5. Prices and Payments
6. Delivery and Transfer of Risk
7. Retention of Title
8. Inspection, Complaints, and Objections
9. Liability
10. Force Majeure
11. Warranties and Responsibilities
12. Governing Law and Dispute Resolution
13. Final Provisions

1. Definitions

1.1 Entrepreneur: the legal entity Directscherm, as referred to in Article 2 of these terms, which offers products and/or services (including distance selling) to business customers (B2B) and occasionally to consumers (B2C).
1.2 Customer: any (legal) person or entity that intends to enter into, or does enter into, an agreement (including a distance-selling agreement) with the Entrepreneur, and/or to whom the Entrepreneur makes an offer. This term primarily refers to companies and institutions (B2B), unless explicitly stated otherwise.
1.3 Agreement: any arrangement between the Entrepreneur and the Customer regarding the sale and delivery of products and/or services.
1.4 Products: all goods delivered by the Entrepreneur to the Customer, including (but not limited to) screens, spare parts, repair services, or other related items.
1.5 In Writing: “in writing” also includes electronic communication (such as email), provided the authenticity of the sender and the integrity of the content are sufficiently guaranteed.

2. Identity of the Entrepreneur

Directscherm
Kopersteden 10C
7547 TK Enschede, The Netherlands

Telephone: +31 (0)53 - 536 9988
Email: [email protected]
Chamber of Commerce (KvK) Number: 94201412
VAT Number: NL866676995B01

3. Scope of Application

3.1 These General Terms and Conditions apply to all offers, quotations, legal relationships, and Agreements whereby the Entrepreneur provides or delivers products and/or services (mainly B2B) to a Customer.
3.2 Deviations from these terms are only binding if and to the extent they have been explicitly agreed upon In Writing by both the Entrepreneur and the Customer.
3.3 Any purchasing or other (general) terms and conditions of the Customer are expressly rejected and do not apply, unless they have been explicitly accepted In Writing by the Entrepreneur beforehand.
3.4 Should one or more provisions of these General Terms and Conditions be deemed invalid or be annulled, the remaining provisions shall remain fully in force. The Parties shall consult to agree on a replacement provision that reflects the intent of the original provision as closely as possible.
3.5 Where (occasionally) an Agreement is concluded with a consumer, in addition to these terms, the mandatory consumer protection provisions of Dutch law shall apply. In case of conflict between these terms and the mandatory consumer protection law, the latter shall prevail.

4. Offer and Conclusion of the Agreement

4.1 All offers and/or quotations by the Entrepreneur, regardless of form, are without obligation and may be withdrawn or modified by the Entrepreneur at any time.
4.2 An Agreement is concluded at the moment the Customer accepts the Entrepreneur’s offer or quotation and the Entrepreneur confirms such acceptance In Writing, or at the moment the Entrepreneur actually commences performance.
4.3 If the Customer’s acceptance deviates from the offer or quotation issued by the Entrepreneur, the Entrepreneur is not bound by it. In that case, the Agreement does not come into effect in accordance with the deviating acceptance, unless the Entrepreneur agrees In Writing.
4.4 Obvious (technical) errors or mistakes in the Entrepreneur’s offer are not binding on the Entrepreneur.

5. Prices and Payments

5.1 All prices used by the Entrepreneur are stated in euros and exclude VAT, unless explicitly indicated otherwise. Any other government levies, as well as shipping, transportation, installation, or administrative costs, are also borne by the Customer, unless otherwise agreed.
5.2 The Entrepreneur reserves the right to implement price changes if external factors (such as increases in raw material prices, delivery costs, wages, or taxes) so require. Should a price increase occur after the Agreement has been concluded, the Entrepreneur shall inform the Customer as soon as possible.
5.3 Unless agreed otherwise In Writing, payment must be made within 14 days of the invoice date.
5.4 If the Customer fails to pay on time or in full, the Customer shall be in default by operation of law, without further notice. As of that moment, the Entrepreneur is entitled to charge statutory (commercial) interest on the outstanding amount and to seek (extra)judicial collection costs.
5.5 Payments made by the Customer shall first be applied to settle any costs due, then to any accrued interest, and finally to the principal sum and the ongoing interest.
5.6 The Entrepreneur reserves the right to require full or partial prepayment before commencing performance under the Agreement.

6. Delivery and Transfer of Risk

6.1 The Entrepreneur will endeavor to deliver the Products ordered by the Customer within the agreed (delivery) deadlines, though such deadlines are not strict (“fatal”) deadlines.
6.2 Exceeding an agreed delivery time does not entitle the Customer to compensation or to terminate the Agreement, unless the delay is so significant that it is unreasonable to require the Customer to continue with the Agreement.
6.3 Delivery takes place at the time the Products are offered at the agreed address.
6.4 The risk of loss, damage, or devaluation of the Products transfers to the Customer at the moment of delivery. If the Customer refuses to accept the Products, the risk transfers to the Customer from the moment of refusal.
6.5 Any additional costs for storage, transportation, or extra handling resulting from the Customer’s failure to accept the Products in a timely manner shall be borne by the Customer.

7. Retention of Title

7.1 All Products delivered to the Customer remain the property of the Entrepreneur until the Customer has paid all amounts owed under the Agreement in full.
7.2 Prior to the transfer of ownership, the Customer is not permitted to rent out, transfer, pledge, encumber, resell, or otherwise relinquish the Products to third parties.
7.3 If third parties seize the Products delivered under retention of title or assert rights over them, the Customer must immediately notify the Entrepreneur In Writing.
7.4 If the Customer is in default regarding fulfillment of its payment obligations, the Entrepreneur is entitled to reclaim the Products delivered under retention of title. The Customer is obliged to cooperate fully in this.

8. Inspection, Complaints, and Objections

8.1 The Customer is obliged to examine (or have examined) the Products immediately upon delivery. Any visible defects or shortages must be reported to the Entrepreneur In Writing within 5 working days of delivery, specifying the complaint in detail.
8.2 If the complaint is not submitted within the period stated in Article 8.1, the Customer is deemed to have accepted the delivered Products, and any right to complain about visible defects lapses.
8.3 Other complaints, including defects not immediately apparent upon delivery, must also be reported In Writing within 5 working days of discovery to the Entrepreneur.
8.4 Complaints do not suspend the Customer’s payment obligation.
8.5 Returning Products is only permitted after the Entrepreneur’s prior Written consent and in accordance with any instructions provided by the Entrepreneur. The costs and risk of returning Products are borne by the Customer, unless otherwise agreed.

9. Liability

9.1 The Entrepreneur is only liable to the Customer for direct damage that is the direct and exclusive result of an attributable failure to perform the Agreement.
9.2 Direct damage is understood to mean exclusively:

• Reasonable costs that the Customer would have to incur to have the Entrepreneur’s performance comply with the Agreement (if the failure can be attributed to the Entrepreneur);

• Reasonable costs incurred to determine the cause and scope of the damage, insofar as this determination relates to direct damage as defined in these terms;

• Reasonable costs incurred to prevent or limit damage, provided the Customer demonstrates that these costs have led to a limitation of direct damage as defined in these terms.
  9.3 Any liability of the Entrepreneur for indirect damage, such as consequential loss, lost profits, lost revenue, missed savings, production downtime, or damage to third parties, is excluded.
  9.4 The total liability of the Entrepreneur is in all cases limited to the invoice amount (excluding VAT) of the relevant delivery, or to that part of the Agreement to which the liability relates.
  9.5 The Customer indemnifies the Entrepreneur against all third-party claims relating to the Products and/or services delivered by the Entrepreneur, unless these claims result from willful misconduct or gross negligence on the part of the Entrepreneur.
  9.6 Any claim for damages against the Entrepreneur expires 12 months after the Customer has become aware of the event causing the damage, unless the Customer has instituted legal proceedings for damages within that period.

10. Force Majeure

10.1 The Entrepreneur is not obliged to fulfill any obligation towards the Customer if it is prevented from doing so as a result of force majeure.
10.2 Force majeure includes but is not limited to war, threat of war, terrorism, riots, (natural) disasters, fire, government measures, business interruptions, strikes, failure of internet or telecommunication services, delays in supply chains, or any other circumstance not exclusively dependent on the Entrepreneur’s will.
10.3 If a force majeure situation lasts longer than three (3) months, both the Entrepreneur and the Customer are entitled to dissolve the Agreement without any obligation to compensate damages.

11. Warranties and Responsibilities

11.1 The Entrepreneur guarantees that the Products, at the time of delivery, meet the usual requirements and standards that may reasonably be expected of them and that they are free of material and manufacturing defects.
11.2 If a defect in the delivered Product arises during the warranty period, the Entrepreneur will, at its discretion, repair or replace the Product free of charge or provide a (partial) credit of the invoice amount.
11.3 Any claim under warranty is void if:

• The Products have been repaired or modified by the Customer or third parties without prior Written permission from the Entrepreneur;

• The Products were handled carelessly or contrary to the instructions for use;

• The damage resulted from errors or omissions in the data, materials, or information carriers provided by the Customer.
  11.4 Warranties do not apply to normal wear and tear, consumable items, or defects caused by normal wear, improper use, or external factors.

12. Governing Law and Dispute Resolution

12.1 All Agreements and other legal relationships between the Entrepreneur and the Customer are governed exclusively by Dutch law.
12.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
12.3 All disputes arising out of or relating to Agreements between the Entrepreneur and the Customer shall be submitted exclusively to the competent court in Overijssel, the Netherlands, unless mandatory statutory provisions dictate otherwise.

13. Final Provisions

13.1 Should any provisions be deemed inapplicable or void by virtue of mandatory law (for instance in the case of incidental sales to consumers), all other provisions shall remain in full force and effect.
13.2 Deviations from and/or additions to these General Terms and Conditions are only binding if set out In Writing and signed by both parties.