General Terms and Conditions
General Terms and Conditions – Vicini International
Article 1. General Provisions.
1.1 These general terms and conditions apply to all offers and all agreements made with or entered into with third parties (hereinafter: the buyer). They form an integral part of such offers and/or agreements. These general terms and conditions also apply to any other legal relationship between Rebblers and the buyer.
1.2 Any purchasing conditions of the buyer that may apply shall remain in force insofar as their content does not conflict with the general terms and conditions of Rebblers. In the event of a conflict between the purchasing conditions and the general terms and conditions of Rebblers, the general terms and conditions of Rebblers shall be binding.
1.3 Full or partial deviation from these general terms and conditions is only possible if and insofar as this has been agreed in writing.
1.4 The nullity or voidability of any provision of these general terms and conditions, or of agreements concluded under these conditions, shall not affect the remaining provisions.
1.5 If Rebblers enters into agreements with the buyer on more than one occasion, these general terms and conditions shall apply to all subsequent agreements, regardless of whether they have been explicitly declared applicable.
Article 2. Offers.
2.1 All offers made by Rebblers, in whatever form, are without obligation and should be regarded as a whole, unless expressly stated otherwise in writing.
2.2 Images, drawings, dimensions, weight specifications, and similar information published by Rebblers in catalogues, circulars, or otherwise are not binding on Rebblers and are intended solely to provide a general impression of what Rebblers offers. If the delivered goods deviate from these, the buyer does not have the right to refuse receipt of or payment for the delivered goods. Nor is Rebblers obliged to compensate the buyer for any damages in any form whatsoever.
2.3 Rebblers reserves the right at all times to refuse orders without giving reasons.
Article 3. Agreements.
3.1 Agreements are only deemed concluded upon written or electronic confirmation of an order by Rebblers, or upon actual execution or delivery of an order by Rebblers.
3.2 Orders are only accepted by Rebblers at the prices applicable on the date of delivery, unless the price and/or discount has been expressly agreed upon when accepting the order and confirmed or accepted in writing by Rebblers. No rights may be derived from older publications or similar materials that state prices or discounts other than those established by Rebblers for the relevant order.
3.3 All prices and amounts quoted by Rebblers are in Euros and exclusive of VAT.
3.4 For orders below EUR 250.00, Rebblers will charge EUR 10.00 in order processing costs.
3.5 Shipment and transport of goods is at the buyer’s risk. The costs of shipment and transport are borne by Rebblers.
3.6 Delivery takes place when Rebblers delivers the goods to the address specified by the buyer. The buyer is obliged to accept the goods delivered by Rebblers under the agreement at the time of delivery. If the buyer refuses or fails to provide information necessary for delivery, Rebblers is entitled to store the goods at the buyer’s expense and risk. In addition, Rebblers may then claim payment of the agreed price as if delivery had taken place.
3.7 Any delivery period stated by Rebblers is indicative. A stated delivery time therefore never constitutes a strict deadline.
3.8 Goods not held in stock by Rebblers may at any time be ordered by Rebblers on behalf of the buyer. The buyer undertakes to take delivery of these specially ordered goods. Goods specially ordered by Rebblers will not be accepted for return after delivery.
3.9 Arrangements or agreements with Rebblers’ staff (all employees and associates without power of attorney) are not binding on Rebblers unless confirmed or accepted in writing by Rebblers.
3.10 Any additional arrangements or amendments made at a later stage compared to what was previously agreed are only valid if accepted by Rebblers, or if confirmed in writing by Rebblers and no written objection is raised by the buyer within 3 working days of the confirmation being sent.
3.11 Rebblers is at all times entitled to demand adequate security from the buyer for the fulfilment of all amounts owed and to become owed to Rebblers. If the buyer fails to provide the adequate security requested by Rebblers, Rebblers is entitled to either suspend performance of the agreement or to dissolve it. The provisions of Article 8 apply accordingly with respect to suspension and dissolution.
Article 4. Warranty.
4.1 Subject to what is stated elsewhere in these general terms and conditions, Rebblers guarantees the quality and/or proper functioning of goods supplied by third parties, provided that this warranty never extends beyond the (manufacturer’s) warranty given to Rebblers by its suppliers.
4.2 Rebblers will inform the buyer upon request of any applicable manufacturer’s warranty on products supplied by Rebblers. Goods supplied by Rebblers that fall under the manufacturer’s warranty must be sent to Rebblers carriage paid for warranty assessment. Rebblers undertakes to support well-founded warranty claims by the buyer against the manufacturer.
4.3 The buyer is obliged to inspect, or have inspected, the goods at the time of delivery. This includes verifying that the quality and quantity of the delivered goods correspond to what was agreed, or at least meets the standards normally applied in commercial trade.
Article 5. Liability.
5.1 Where Rebblers is liable for damages, its liability is at all times limited to what is set out in this article.
5.2 Rebblers is only liable for damage attributable to intent or gross negligence on the part of Rebblers or its subordinates. Rebblers is never liable for indirect damages, including consequential damages, loss of profit, missed savings, and damages due to business interruption.
5.3 In the event of damages, the relevant claim will be submitted to Rebblers’ insurer, and where coverage exists, Rebblers’ liability for damages shall be limited to the amount actually paid out by the insurer.
5.4 Rebblers is not liable for any damage or depreciation of goods occurring during shipment.
Article 6. Retention of Title.
6.1 Until all obligations of the buyer towards Rebblers, on whatever basis, have been fully met, the delivered goods remain at the buyer’s expense and risk and, whether processed or unprocessed, remain the exclusive property of Rebblers.
6.2 The buyer is not entitled to pledge or transfer ownership of these goods to third parties.
6.3 If the buyer fails to fulfil any obligation towards Rebblers, the latter is entitled, without any notice of default, to reclaim the goods, while the buyer is obliged to return the goods to Rebblers carriage paid upon first request. The buyer hereby grants unconditional and irrevocable permission to Rebblers to enter all locations where Rebblers’ property is located.
6.4 If Rebblers invokes the retention of title, the agreement(s) shall be dissolved without judicial intervention, without prejudice to Rebblers’ right to claim compensation for damages, loss of profit, and interest.
6.4 The buyer is obliged to notify Rebblers immediately in writing if third parties assert rights over goods subject to retention of title under this article.
6.5 Should it become apparent at any time that the buyer has failed to comply with the obligations under this article, the buyer shall owe an immediately payable penalty of 10% of the amount due, with a minimum of EUR 75.00.
Article 7. Payment.
7.1 Payment must be made within 30 days of the invoice date, unless expressly agreed otherwise in writing.
7.2 Rebblers expressly reserves the right to deliver to the buyer on a cash-on-delivery basis. If the buyer refuses the cash-on-delivery shipment, the buyer is obliged to reimburse Rebblers for all costs resulting from such refusal.
7.3 All payments must be made without any deduction or set-off at Rebblers’ office or to an account designated by Rebblers.
7.4 Complaints of any nature whatsoever never entitle the buyer to refuse and/or suspend payment of an invoice.
7.5 If payment of a submitted invoice has not been received within the payment term prescribed in these conditions or separately agreed upon, the buyer shall be in default by operation of law, without any notice of default being required. In that case, Rebblers shall be entitled to charge, in addition to the amount owed, the statutory interest rate plus 3%, from the date of default, with any partial month calculated as a full month.
7.6 If the buyer is in default in the (timely) fulfilment of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the buyer. These costs amount to 15% of the principal sum owed, with a minimum of EUR 350.00.
Article 8. Complaints, Suspension, and Dissolution.
8.1 Complaints, whether regarding the performance of the agreement or invoices, must be submitted to Rebblers in writing within 8 days of discovery, or within 8 days of when discovery could reasonably have taken place, or within 8 days of the invoice being sent, on pain of forfeiture of rights.
8.2 Returns by the buyer, as well as returns facilitated by Rebblers’ representatives, can only result in dissolution of the agreement if and insofar as Rebblers has confirmed this in writing. Returns must be sent carriage paid and must always be accompanied by a specification stating the invoice number under which the goods were invoiced. Rebblers reserves the right to charge the buyer 10% handling costs upon crediting returned goods. Goods that have been in the buyer’s possession for more than 1 month will not be accepted for return. Only undamaged products in their original packaging are eligible for return.
8.3 If the buyer fails to fulfil, fails to fulfil on time, or fails to fulfil properly the obligations arising from any agreement concluded with Rebblers, as well as in the event of bankruptcy or application for bankruptcy or suspension of payments, or application for such suspension, or in the event of cessation or liquidation of the buyer’s business, the buyer shall be deemed to be in default by operation of law, without any notice of default being required. In that case, Rebblers shall be entitled to dissolve the agreement in whole or in part without judicial intervention, without being liable for any compensation or warranty, and without prejudice to the other rights available to Rebblers. Rebblers shall be entitled to claim from the buyer payment of costs already incurred, damages, and interest, including loss of profit suffered by Rebblers as a result of the buyer’s failure.
8.4 In the event of an impediment to the performance of the agreement due to force majeure, both Rebblers and the buyer are entitled, without judicial intervention, to either suspend performance of the agreement for a maximum of six months or to dissolve the agreement in whole or in part.
8.5 Force majeure includes, among other things, all involuntary disruptions or impediments that make the performance of the agreement more costly or more burdensome, such as storm damage and other natural disasters, obstruction by third parties, full or partial strikes, lockouts, civil unrest both domestically and in the country of origin of materials, war or threat of war domestically or abroad, loss or damage to materials during transport, illness of irreplaceable employees, excessive employee sick leave, exceptional circumstances such as import and export bans, restrictive measures by any government authority, fire and other accidents in the business, lack of or disruptions in means of transport, non-delivery or late delivery of goods by suppliers, power outages, and in general all circumstances, events, causes, and consequences beyond the control or authority of Rebblers.
8.6 If performance of the agreement is suspended due to force majeure, the party at whose instruction or request the suspension takes place is obliged to choose within 14 days between performance or full or partial dissolution of the agreement.
8.7 Rebblers is entitled to claim payment for work carried out in preparation for the performance of the relevant agreement, as well as for partial deliveries made by Rebblers before the force majeure circumstance became apparent.
8.8 Rebblers has the right to invoke force majeure even if the circumstance giving rise to it arises after Rebblers should have completed its performance.
8.9 In the event of dissolution or suspension of the agreement by Rebblers due to force majeure, Rebblers shall not be liable for any compensation in any form whatsoever.
Article 9. Disputes.
9.1 All disputes, including those regarded as such by only one party, arising from or related to offers, agreements, or legal relationships to which these general terms and conditions apply, or concerning the general terms and conditions themselves and their interpretation or execution, shall be subject to the judgment of the competent court in the place where Rebblers is established, without prejudice to the right of Rebblers to bring proceedings before the court of the buyer’s place of residence if it so chooses.
9.2 Dutch law applies to all agreements and legal relationships between Rebblers and the buyer. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.