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Algemene Voorwaarden


Article 1: GENERAL

1.1 These terms and conditions are applicable on all offers, quotes and agreements made or entered into by Nellie’s Choice.

1.2 In these terms and conditions "Nellie’s Choice" is the company with limited liability Nellie’s Choice B.V. as the user of these terms and conditions, and “client” is the other party (…).

1.3 Possible terms and conditions of client are not applicable unless accepted by Nellie’s Choice in writing.

1.4 Deviations of the definitions in these terms and conditions may only be done in writing.


Article 2: OFFERS AND AGREEMENTS

2.1 All quotes are non-binding, unless expressly agreed otherwise. If a quote contains a term of acceptance then this shall pertain that the non-binding quote is no longer valid after the term of acceptance has expired.

2.2 The drawings, sketches, descriptions and such made by Nellie’s Choice are only of an informative nature and non-binding.

2.3 An agreement will be definite after acceptance by Nellie’s Choice. This acceptance will be formalised with a written order confirmation from Nellie’s Choice, or if Nellie’s Choice has started the execution of the order.

2.4 Quotes are based on the information as provided by the client, which is deemed to be correct and complete by Nellie’s Choice.


Article 3: PRICES

3.1 The prices quoted are exclusive of VAT. 3.2 Nellie’s Choice has the right to change the agreed-upon price exponentially if, after the agreement has been made, the price-defining factors such as raw material prices, taxes and exchange rates are changed.


Article 4: DELIVERY

4.1 Delivery times are set by Nellie’s Choice to its best knowledge with the data that was known to Nellie’s Choice at the time the agreement was entered into. Delivery times and other data will never be considered fatal terms, unless expressly agreed upon in writing. In the case of untimely delivery Nellie’s Choice will have to be defaulted in writing and will have to be given a reasonable term in which to make the delivery.

4.2 If the delivery by Nellie’s Choice is delayed by force majeure on the part of Nellie’s Choice, then Nellie’s Choice will be granted as much extension as the force majeure demands. Nellie’s Choice will try its utmost to make this extension as short as possible. If the delay is indefinite then the agreement will be legally terminated. If a temporary extension on the delivery lasts longer than four months after the original delivery date, the client has the right to terminate the agreement by registered mail. In neither case will either party be entitled to indemnification.

4.3 If a delivery time has been agreed upon, it will commence as soon as the agreement becomes definite, all the data needed to execute the order has been made available to Nellie’s Choice and the client has fulfilled all his obligations to Nellie’s Choice.

4.4 All deliveries will be made freight-paid to the client’s warehouse. Transportation is, even in the case of freight-paid delivery, at the risk of client, who will need to take out insurance to cover this risk if so desired. If a rush delivery needs to be made at the request of the client then Nellie’s Choice will add the extra costs for the rush delivery to the price. The height of this extra expense will be calculated by Nellie’s Choice beforehand and made known to the client.


Article 5: FORCE MAJEURE

5.1 Force majeure is any circumstance that Nellie’s Choice hasn’t reasonably been able to avoid or prevent and that inhibits the normal execution of the agreement as made with client. This includes but is not limited to: strikes, government sanctions, transport difficulties, delay in delivery of materials and damages of defects to assets of Nellie’s Choice that are essential to the execution.


Article 6: INTELLECTUAL PROPERTY RIGHTS

6.1 Nellie’s Choice reserves all intellectual property rights on designs, drawings, sketches and quotes made by her. No matter if client has paid for the aforementioned, they will remain the property of Nellie’s Choice, and may not be copied, shown to third parties or be used in any other way without prior written permission by Nellie’s Choice.

6.2 All intellectual property rights on items made available to client by Nellie’s Choice remain with Nellie’s Choice, or with the supplier who has authorized Nellie’s Choice to make these items available to client.


Article 7: COMPLAINTS (CLAIMS)

7.1 Client is obliged to thoroughly check the delivered items upon receipt and make any complaints known to Nellie’s Choice within eight (8) days after delivery.

7.2 Complaints received outside this time period will not be handled by Nellie’s Choice, unless client can prove that he could not have discovered the defect within the time limit stated. In such a case client must make his claim with Nellie’s Choice within eight (8) days after discovering the defect.

7.3 Complaints have to be made in writing or must be confirmed in writing immediately after being reported by telephone or in person. Nellie’s Choice is not obligated to handle complaints received after the warranty has expired.

7.4 If a complaint is deemed valid then Nellie’s Choice (at the discretion of Nellie’s Choice) will ensure the relevant items are replaced, the defects are repaired or a discount is applied.

7.5 A complaint does not give client the right to postpone any obligations towards Nellie’s Choice.


Artikel 8: LIABILITY

8.1 The liability of Nellie’s Choice is expressly limited to the fulfillment of the terms as stated in article 7.4, except if the damages are the result of malice or the fault of a leading functionary of Nellie’s Choice or if Nellie’s Choice would be liable on the grounds of a legally binding sanction with regard to the product liability. Any further liability is excluded.

8.2 Nellie’s Choice is never (not even if Nellie’s Choice could not rely on article 8.1) liable for: indirect damages, including but not limited to corporate damages, consequential damages, loss of profits and/or stagnation damages, damage caused by aides (even in the case of malice or fault of aides). The liability of Nellie’s Choice will in all cases be limited to the net invoice amount of the items which are the subject of the liability.

8.3 If Nellie’s Choice is held accountable by a third party for any damages that Nellie’s Choice is not liable for as described in these terms and conditions then client will safeguard Nellie’s Choice for this liability.


Article 9: PAYMENT

9.1 Payment of invoices must be received at the offices of Nellie’s Choice within thirty (30) days after delivery. If payment is received within eight (8) days after delivery a payment discount of 2% will be applied.

9.2 The right of client to call upon a netting or payment delay is excluded.

9.3 Regardless of the payment terms the entire invoice amount will be requirable immediately if client fails to comply with a payment term on the due date, if client is declared bankrupt, goes into moratorium of payment, is placed in a debt restructuring scheme (albeit temporarily) or if the agreement is liquidated, voided or client’s business activities seize.

9.4 Nellie’s Choice always has the right to ask for payment security from the client before delivery, execution or continuation of the order. This can include but is not limited to payment in advance.

9.5 If one or more of the events as mentioned in article 9.3 should occur, as well as if client refuses to provide payment security or if client does not (fully or timely) adhere to any obligation which stems from the agreement with Nellie’s Choice, then Nellie’s Choice has the right to postpone the execution or nullify the agreement immediately, retaining her rights to claim damages from client. Client will not be entitled to damages in this case.

9.6 In case payment is not received promptly Nellie’s Choice will be entitled to compensation for loss of interest in the amount of 1% per month. This compensation of interest will be calculated cumulatively at the end of each calendar year.

9.7 Nellie’s Choice is furthermore entitled to claim all legal and other costs caused by untimely payment or non-payment, as well as the principal sum and the interest. Other costs are a minimum of 15% of the principal sum with a minimum of € 250,=.

9.8 Payments made by the client will be applied to interest and costs owed, then the invoices which have been exigible the longest, no matter what the client indicates with payment.


Article 10: RETENTION OF TITLE

10.1 All deliveries are made under retention of title. This means that all items are delivered under the postponement condition of execution of the indemnification, including but not limited to the costs accrued because of client’s shortcoming in the execution of the indemnification. If execution of certain tasks has also been agreed upon, then the execution of these tasks is included in the execution of indemnification.


Article 11: APPLICABLE LAW, COMPETENT COURT

11.1 Dutch law is applicable to all agreements and a Dutch judge will settle any disputes. The applicability of the Weens Koopverdrag (CISG) has been excluded.

11.2 All disputes that may arise between Nellie’s Choice and client which cannot be settled out of court will be – unless another judge has been appointed – settled by the Court in Roermond. Nellie’s Choice has the right, as plaintiff, has the right to ask the Court to appoint another competent judge.

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