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GENERAL TERMS AND CONDITIONS YOU.FO B.V.
1. Definitions
In these general terms and conditions ('Conditions') the following terms have the
following meanings:
YOU.FO: the private limited company YOU.FO B.V., with its registered office and
principal place of business in Amsterdam;
Client: every natural person or legal entity with whom YOU.FO enters into an
Agreement or with whom YOU.FO is in negotiations regarding the concluding of
an Agreement;
Agreement: every agreement coming into effect between YOU.FO and Client, each
alteration or addition thereto, as well as all acts for the performance of that agreement
and, with hindsight, all acts necessary for the entering into of that agreement;
Products: all goods and services which are the subject of an Agreement;
Order: every assignment from Client to YOU.FO in whatever form.
2. Applicability
2.1 These Conditions form part of all Agreements and are applicable to all (other) acts
and legal acts of YOU.FO and Client.
2.2 Unless the nature or the specific contents of a provision object to this, the
provisions of these Conditions also apply, or apply mutatis mutandis, to Agreements in
the course of which YOU.FO does not act in its capacity of seller of Products.
2.3 The applicability of any general or specific terms and conditions or clauses of Client
are expressly rejected by YOU.FO.
2.4 In case of any uncertainty regarding the contents and meaning of these Conditions, the
Dutch version of the text will prevail over the other, translated versions of the text.
3. Offers, coming into effect of Agreements and specifications of Products
3.1 Any offer or quotation will not bind YOU.FO and only applies as an invitation for the
placing of an Order by Client.
3.2 An Agreement only comes into effect if and insofar as YOU.FO accepts an Order
from Client in writing or if YOU.FO executes an Order. If YOU.FO, upon request
from Client, carries out any execution prior to the coming into effect of an Agreement,
then Client will pay YOU.FO for this in conformity with rates applicable at YOU.FO at
that time.
3.3 All statements by YOU.FO that include numbers, measurements, weights or other
specifications of the Products including samples, drawings and models are made with
care, however YOU.FO does not guarantee the absence of any deviations.
4. Amendments and addendums
4.1 Amendments of and addendums to any provision of an Agreement can
only be agreed in writing.
4.2 When an amendment or addendum as referred to in 4.1 is agreed, then this
amendment or addendum will only apply to the Agreement concerned, unless
expressly specified otherwise.
4.3 These Conditions can be amended by a single notification from YOU.FO to Client. In
case of absence of objection within 14 days from the notification, the amended
Conditions will apply from the day of the notification to all new Agreements as well as
to all ongoing Agreements, insofar as these are executed after the day of the
notification.
5. Prices
5.1 All prices of YOU.FO are stated in euros and are excluding turnover tax.
Unless agreed otherwise, the costs of packaging and dispatch, import and export
duties and excise as well as all other duties or taxes imposed or levied with regard to
the Products and the transport thereof are on the account of Client.
5.2 If at any time a change occurs in the factors which can determine the price of
the Products – such as, among other things, purchase prices, exchange rates, import
and export duties and other duties, insurance rates, freight rates and other duties or
taxes owed during import and export – YOU.FO has the right to charge these on to
Client, or as the case may be to terminate the Agreement. A price increase within
three months from the concluding of the Agreement will give Client the right to
terminate the Agreement on this basis. YOU.FO will not be liable for any damage
which arises or will arise through this change.
6. Payment
6.1 Client will pay the amounts charged to Client without deduction, setoff or suspension
within 14 days from the invoice date to YOU.FO. YOU.FO can at all times require
advance payments from Client with regard to the Products to be delivered.
6.2 The expiry of one single payment term brings Client into default. In that event,
as well as in the event of bankruptcy or (provisional) moratorium of Client, all claims of
YOU.FO against Client on the basis of the Agreement concerned, as well as
Agreements directly related thereto, will become due and payable with immediate
effect.
6.3 Client will be deemed to have acknowledged the invoice as correct and to have
accepted the debt if no objection is made thereto in writing within 10 working days
after the date of the invoice.
6.4 If payment is not forthcoming after the expiry of a period set forth for this
purpose, Client will be obliged to pay to YOU.FO extrajudicial costs which are hereby
agreed and recorded at 15% of the principal sum with a minimum of EUR 100 for every
partially or entirely outstanding unpaid invoice, all this excluding turnover tax.
6.5 Payments by Client will be in succession applied firstly to settle the extrajudicial
collection charges, the judicial costs and the interest owed by Client, and subsequently
to settle the principal sums in order of the length of time that they have been
outstanding.
7. Delivery; term of delivery and risk transfer
7.1 The term of delivery stated by YOU.FO is not a final deadline and is only
indicative. The term of delivery is, among other things, based on the proper
fulfilment in a timely manner by third parties of agreements made with YOU.FO.
7.2 The term of delivery does not commence until the date of the acceptance
in writing of the Order by YOU.FO.
7.3 In case of exceeding of the period Client will not have any right to any compensation in
this respect.
7.4 YOU.FO retains the right, at all times, to execute partial delivery.
7.5 All deliveries will take place – with the exception of a contrary arrangement – ex
works. Even if YOU.FO organises the packaging and/or the loading and/or the
transport for Client the risk and the costs are on the account of Client, unless a
contrary arrangement is in place.
8. Retention of title
The ownership of the Products only transfers, notwithstanding the actual
delivery, to Client after Client has paid all claims of YOU.FO concerning the
consideration for the Products delivered, or to be delivered, by YOU.FO to Client
pursuant to the Agreement or work carried out or to be carried out also for the
benefit of Client pursuant to such an Agreement, as well as with regard to claims
by reason of shortcomings in the performance of such Agreements.
9. Inspection and complaints
9.1 Client is obliged to inspect, or have inspected, the Products immediately after arrival
at the destination or, if this takes place earlier, after receipt by or on behalf of Client.
9.2 If the Products do not conform with the Agreement then Client must inform
YOU.FO promptly and in writing of this – and in all events within 5 days from arrival, or
as the case may be if it concerns defects which could not have been reasonably
discovered within this period, promptly after the discovery thereof.
9.3 If Client does not fulfil the aforesaid obligation, then all possible remedies will be lost
which (would) ensue by law from the fact that the delivery does not conform with the
Agreement.
9.4 Legal actions and defences, based on facts which would justify the argument that the
Products do not conform with the Agreement, will lapse after the passing of 1 year from
the notification given in accordance with second subclause.
10. Force majeure
10.1 Force majeure on the part of YOU.FO includes every circumstance beyond the
control of YOU.FO as a result of which its fulfilment of its obligations towards Client
are wholly or in part prevented, or as a result of which the fulfilment of its obligations
cannot be reasonably expected of YOU.FO, regardless if this circumstance at the time
of the concluding of the Agreement could be foreseen or was foreseeable.
10.2 The circumstances referred to in 10.1 include at least the following events: (civil) war,
threat of war, terrorism, riot, wilful damage, flood, industrial action, lock out exclusion,
embargo, import and export barriers, government measures, the inability to acquire any
permit from authorities, defects of machinery, failures in the supply of energy, in the
company of YOU.FO as well as in the company of third parties from which YOU.FO
must purchase the required materials or raw materials wholly or in part, as well as in
case of storage or during transport, whether or not executed in-house.
10.3 YOU.FO can, during the period that the force majeure continues, suspend the
obligations under the Agreement. If the force majeure situation continues for longer
than three months, YOU.FO will be entitled to terminate the agreement. In that
event the obligations under the Agreement will terminate without YOU.FO or Client
being able to claim compensation or any other performance from each other.
10.4 If YOU.FO, at the occurrence of the force majeure, has already partially fulfilled its
obligations, or can only partially fulfil its obligations, then YOU.FO will be entitled to
invoice separately for the part already delivered and Client will be obliged to pay this
invoice as if it concerned a separate Agreement.
11. Liability
Excluding intent or gross negligence on the part of YOU.FO or its managerial staff,
YOU.FO will not be liable towards Client for any damage. The total liability of
YOU.FO towards Client – contractually or otherwise – is limited to the actual amount
paid to YOU.FO by the applicable liability insurance, or as the case may be in the
absence of any cover, the total amount charged to Client with regard to the (most
recent) Agreement concerned with a maximum of EUR 5,000.
12. Termination
YOU.FO will in all events be entitled to terminate the Agreement with immediate
effect by means of a statement in writing if Client is declared insolvent, ceases the
operational management, applies for (provisional) moratorium, or through attachment,
guardianship order or otherwise loses the power of disposition over Client's assets or
parts thereof. YOU.FO will in that case not be obliged to any compensation.
13. Intellectual Property
All intellectual property rights, and/or its associated exploitation/user rights, with
regard to the Products are exclusively vested in YOU.FO and/or (sub)licensors. Client
will not, neither wholly nor in part, remove or make invisible the markings or the
identifying marks attached to the Products.
14. Applicable law and disputes
14.1 The Dutch law applies to all Agreements and Orders, with the exclusion of rules of
international private law and international substantive law, including the Vienna Sales
Convention.
14.2 All disputes arising by reason of the Agreement or these Conditions will be exclusively
submitted to the applicable court of competent jurisdiction in Amsterdam.