1.1 Unless explicitly agreed otherwise in writing, these terms and conditions apply to every sales and / or delivery contract between Get Fulfilment BV (hereinafter referred to as Get Fulfilment) and its clients, as well as to the resulting legal relationships.
1.2 These terms and conditions also apply to agreements with Get Fulfilment, for the performance of which Get Fulfilment must involve third parties.
1.3 General terms and conditions of clients only apply if and insofar as they do not conflict with the following terms and conditions.
2 QUOTES AND OFFERS
2.1 All quotations and quotations from Get Fulfilment are without obligation.
2.2 All amounts stated in an offer and / or order confirmation are exclusive of VAT and in Euros, unless otherwise agreed in writing.
2.3 Get Fulfilment has based its pricing, investments, etc. on the information, numbers and revenue expectations made available to it by its clients. All this in accordance with the explanations included in the quotation and / or order confirmation. Work, services and reports not explicitly mentioned as well as unforeseen, unexpected and / or structural additional work can be charged on the basis of specification.
2.4 Sales and / or delivery agreements are concluded by an order to that effect from the customer. If this is done orally, the written confirmation by Get Fulfilment, without prejudice to other means, will serve as proof of the assignment.
2.5 Get Fulfilment applies the guidelines of the NEA index for its pricing and reserves the right to adjust the price agreements for its services to the development thereof no more than twice a year. Client will be informed of this in writing at least 14 days prior to the increase. Changes in costs of materials, transport and other services specifically to be purchased for the client can be passed on immediately, with written proof of that increase.
2.6 If Get Fulfilment also acts as a supplier of materials, packaging and / or goods, article changes, technical improvements, changes in color schemes or design will be communicated as soon as possible.
2.7 Unforeseen deviations with regard to the numbers and / or amount of work stated in the quotation or order confirmation can be passed on by Get Fulfilment to the client if this is not attributable to Get Fulfilment.
3.1 A delivery agreement contains an effective quotation to which a Service Level Agreement may be added.
3.2 If and insofar as required for the proper execution of the agreement, Get Fulfilment has the right to have services performed by third parties.
3.3 Get Fulfilment reserves the right to cancel an order or the execution thereof if delivery involves an incalculable and / or changing financial risk for Get Fulfilment.
3.4 The agreed lead times and service levels are always approximate and partly depend on the delivery method and times of information, goods, documents, etc.
3.5 The Client and Get Fulfilment must inform each other in writing about any structural causes of delay in delivery or delivery. If the lead times or defects in deliveries are exceeded, neither the client nor the customer can derive the right to dissolution or compensation.
3.6 Unless explicitly agreed otherwise in writing, all shipments are taken care of by Get Fulfilment and are made at the expense and risk of the client. All costs associated with the dispatch and transport of the goods, such as postage, freight and packaging costs, as well as freight insurance, are also at the expense of the customer. Shipment of the goods takes place in the usual manner for Get Fulfilment and under the responsibility and delivery conditions of the carrier. Any additional services and insurance are provided at an additional cost.
3.7 The goods to be delivered will be packaged in the manner customary for Get Fulfilment, unless the customer has issued an order for different packaging in writing.
3.8 With regard to work to be carried out by Get Fulfilment, the client must comply with all legal provisions in this regard.
3.9 Unless otherwise agreed, the agreement is always valid for an indefinite period of time. Both parties can cancel the agreement at any time at the end of the current month. After cancellation, a cancellation period of 1 month applies.
4.1 Unless a different term is stated on the invoice, the customer is obliged to pay the invoice amount in full within 7 days of the invoice date. The client’s payment obligation is not suspended by a complaint, while the client is also not released from its payment obligation.
4.2 By exceeding the payment term referred to in the first paragraph of this article, the customer is in default by operation of law towards Get Fulfilment, without any summons or notice of default being required.
4.3 In the event of payment arrears after expiry of the term referred to in the Eeeste paragraph of this article, the customer shall, in addition to the invoiced amount, by operation of law owe interest on that amount, equal to the statutory interest referred to in article 6: 119 of the Dutch Civil Code plus 3. %.
4.4 Furthermore, the customer owes Get Fulfilment all judicial and extrajudicial collection costs if and as soon as Get Fulfilment hands over the claim against the customer for collection. The extrajudicial costs are at least 15% with a minimum of? 250.-.
4.5 If the customer exceeds the payment term referred to in paragraph 2 of this article, Get Fulfilment is entitled to suspend or discontinue further deliveries and services.
4.6 Each payment by the client primarily serves to settle the interest owed by it as well as to settle the collection costs and the like incurred by Get Fulfilment and are only deducted from the oldest outstanding claim after payment has been made.
4.7 Get Fulfilment has the right of retention on all goods of the client that Get Fulfilment has in its possession as long as the client has not Fulfiled all its obligations towards Get Fulfilment. Retention of title, claims from and / or pledge to third parties are only recognized by Get Fulfilment after prior written agreement on this between Get Fulfilment and the client.
5 RESERVATION OF OWNERSHIP
5.1 Materials and / or goods specifically purchased for the client, as well as materials and / or goods that have already been used by Get Fulfilment for the client, will not be taken back by Get Fulfilment.
5.2 Get Fulfilment remains the owner of all materials or processed goods it supplies up to and including the moment of payment.
5.3 All software and other accessories produced by Get Fulfilment in the context of this agreement are the rightful property of Get Fulfilment, even after termination of this agreement. The parties are not permitted to use or cause to be used without express written permission, other than as referred to in the present services.
5.4 All items made available by the client, including designs, plans, software, (electronic) files, etc., as well as the goods to be shipped, remain the property of the client unless expressly agreed otherwise.
5.5 Unless otherwise agreed in writing, all goods stored at Get Fulfilment are not insured against theft, burglary, fire, water, storm or other weather influences. The risk of depreciation, damage or destruction of the goods remains with you as the owner at all times. The client must arrange for insurance itself unless otherwise agreed.
5.6 If we have reason to fear that the goods you have stored or delivered to us are dangerous, harmful or contrary to law or regulations, you are obliged to collect the goods or have them collected immediately at our request. In such a case, we do not owe any compensation for costs or damage. When we take care of the transport, these costs will always be recovered from the client.
6.1 Both before and during the execution of agreements, Get Fulfilment has the right to demand from the client that (additional) security is provided for payment.
6.2 The provision of collection activities by Get Fulfilment on behalf of the client takes place in a third-party account specially opened for the client at the regular main bank of Get Fulfilment. Client hereby authorizes Get Fulfilment to do so. Debt collection takes place at the expense and risk of the client in accordance with frequencies and dunning procedures assigned by the client.
6.3 If Get Fulfilment makes payment for or on behalf of the client, the client must provide Get Fulfilment with a sufficient account balance in the present third-party account in order to be able to carry out the work in accordance with the agreement when giving the order.
6.4 The Client will receive a monthly specification of the money movements, reversals, etc. The bank costs and commissions associated with the provision of this financial Fulfilment will be deducted directly from the account balance. Get Fulfilment reserves the right, when transferring money to the client, to settle the balance of any outstanding invoices to the client.
7 COMPLAINTS AND LIABILITY
7.1 Any right to complain lapses if detected defects are not reported to Get Fulfilment in writing within 7 days after execution of the relevant work.
7.2 Get Fulfilment accepts no liability for consequential or product damage suffered by the client in connection with goods or services delivered by or through Get Fulfilment. Nor does Get Fulfilment accept liability for any damage for which the client is held liable by third parties. The client indemnifies Get Fulfilment against any claim from third parties due to damage in connection with goods, materials or services delivered to the customer by or via Get Fulfilment.
7.3 All advice, recommendations, data, explanations, etc. that Get Fulfilment provides regarding the organization, implementation and consequences of activities to which Get Fulfilment supplies materials and / or services are indicative and without obligation. No rights can be derived. Get Fulfilment also accepts no liability for damage suffered by the client or customer, including as a result of tax legislation or other provisions imposed or positions taken by the government or competent authorities.
8 FORCE MAJEURE
8.1 In case of force majeure, Get Fulfilment is entitled to cancel or suspend any order. In the event of a cancellation or suspension as referred to above, the customer cannot claim any compensation. If, in the opinion of Get Fulfilment, the force majeure is of a temporary nature, Get Fulfilment has the right to suspend its performance until the force majeure situation has been resolved. In such a case, the client is not entitled to have the agreement dissolved. If Get Fulfilment is of the opinion that the force majeure situation is of a permanent nature, Get Fulfilment will notify the client of this in writing and the agreement will be dissolved without judicial intervention by this written notification.
8.2 Force majeure includes – but not only -: fire, lack of workers, strike, lockout, no longer being available and / or stagnation in the supply and / or obstruction in the transport of the goods and other obstacles, both occurring from outside as well as within the company, war, mobilization, epidemics, natural disasters, reduction of production, requisition of stocks, raw materials or factory capacity, import or export bans, lack of energy and riots.
9 SUSPENSION OF WORK
9.1 In the following cases, Get Fulfilment has the right to consider the agreement as dissolved in whole or in part, without any notice of default or judicial intervention being required, regardless of Get Fulfilment’s further right to claim performance, compensation and suspension: if the client does not Fulfil its contractual obligations , does not comply on time or properly. If the client has been filed for bankruptcy or (provisional) suspension of payments or if the client has been placed under administration or guardianship or has been declared bankrupt by virtue of a statutory provision.
9.2 Get Fulfilment has the right to suspend its activities and block the delivery of goods, money and the products of its work only after the client has Fulfiled all its financial and contractual obligations.
10 APPLICABLE LAW AND COMPETENT COURT
10.1 Dutch law applies to all agreements between Get Fulfilment and the customer.
10.2 All disputes that may arise as a result of the agreement or these terms and conditions will be tried in the first instance by either the District Court in Rotterdam or, if the dispute falls under the jurisdiction of the Subdistrict Court, by the competent Subdistrict Court. These sales and delivery conditions can be found at www.GetFulfilment.com.
The above is a translation from our dutch “Algemene Voorwaarden”. The “Algemene voorwaarden” are applicable.