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For resellers

General conditions

Article 1 APPLICATION

These terms and conditions apply to all quotations (including offers and the like) and agreements of Oringe NBC B.V.

Article 2 DEFINITIONS

  1. 'General terms and conditions' means the present provisions.
  2. By ' Oringe' is meant Oringe NBC B.V.
  3. By ' buyer' is meant the person who contracts or intends to contract with Oringe.
  4. "Offer" means any oral or written offer by Oringe to enter into an agreement with the customer.
  5. 'Items' means all material objects, work to be performed and services by Oringe to which the agreement relates.
  6. 'Delivery' means the actual provision of goods and services by or on behalf of Oringe to the buyer or a third party designated by the buyer.

Article 3 OFFERS/CONFORMATION OF AGREEMENTS

  1. All quotations from Oringe are without obligation.
  2. Oral offers, unless otherwise notified by Oringe, automatically lapse if they are not accepted by the buyer within eight days.
  3. Written offers, unless otherwise notified by Oringe, automatically lapse if they are not accepted by the buyer within thirty days.

Article 4 COMMUNICATIONS

  1. Claims for fulfillment and notices of default must be made by registered mail and clearly indicate what is demanded and within what time limit.
  2. The provisions of the preceding paragraph shall also apply to the setting of any other deadline and an appeal to dissolve the agreement. An appeal for dissolution must clearly indicate the grounds for it.

Article 5 CATALOGS, LEAFLETS, PRINTED MATTER, PRICE LISTS

The content of catalogs, leaflets, printed materials, price lists, websites and the like is compiled by Oringe with great care, but contains only general information that does not bind Oringe and which may not be relied upon unconditionally.

Article 6 DATA PROVISION BY RECIPIENTS

Oringe is entitled to not execute an order or agreement, not further or not (no longer) on the same conditions if it appears to it that information provided by the customer that is relevant to the execution of the order or agreement is not correct and/or not complete, Oringe can then claim compensation for efforts and costs incurred up to that point and is not obliged to pay any amount to the customer.

Article 7 INTELLECTUAL PROPERTY RIGHTS

  1. In the execution of any work, use can only be made of drawings, specifications, models and designs and the like originating from Oringe with its written consent. Intellectual property rights resting thereon shall in all cases remain the property of Oringe.
  2. The buyer is obliged not to violate all data relating to Oringe - including drawings, models, designs and the like - which he will not violate in the context of negotiations and/or the conclusion and execution of agreements.

Article 8 PRICES

  1. All prices charged by Oringe are based on the price-determining factors known at the time the quotation was issued and, unless expressly indicated otherwise , are exclusive of sales tax and packaging, insurance and shipping or delivery costs.
  2. Oringe is entitled to adjust the prices or parts thereof for undelivered and/or undelivered goods or services to any changes in price determining factors , such as raw material prices, wages, currency exchange rates, if three months have passed after the conclusion of the agreement.
  3. Oringe is always authorized to adjust prices without delay if a legal price-determining factor gives rise to it.

Article 9 ONE-TIME PACKAGING

One-time packaging charged by Oringe with the goods to the customer and delivered is not taken back by Oringe.

Article 10 TIME OF DELIVERY

Stated and/or agreed (delivery) times are never (to be considered as) deadlines, unless expressly agreed otherwise. In case of late delivery, Oringe should therefore be given notice of default in writing, with due observance of a reasonable period.

Article 11 DELIVERY ON DEMAND

If delivery on call is agreed upon, the buyer is obliged to take delivery according to the agreed call and delivery schedule.

Article 12 TRANSFER OF RISK

All risks regarding goods to be delivered by Oringe shall pass to the buyer at the time of delivery.

Article 13 PLACE OF DELIVERY

The place of delivery shall be the agreed delivery address and, in the absence thereof, Oringe's actual place of business.

Article 14 TRANSPORT

If Oringe takes care of delivery of the goods to the customer, the transportation of those goods shall take place at the expense and risk of Oringe unless otherwise agreed in writing.

Article 15 RETENTION OF TITLE

  1. Ownership of the goods delivered by Oringe to the customer shall not be transferred to the customer until the customer has paid everything that Oringe may have or may receive to be promoted by virtue of all sales agreements with the customer and services or work performed within that framework.
  2. Oringe does not lose its (reserved) property if and/or because the customer processes or treats goods received from Oringe, the customer will in any case automatically hold the said goods for Oringe. As the occasion arises, the customer is obliged to establish a pledge for the benefit of Oringe on first request to that effect (also) on new goods created with the help of goods delivered by Oringe.
  3. The customer is exclusively authorized to sell the goods delivered under retention of title in the normal course of business, and is therefore not authorized to encumber the goods in any way and/or to lend them or give them over to third parties.

Article 16 COMPLAINT PERIOD/INVESTIGATION DUTY

  1. The buyer is always obliged to examine within a reasonable period, but at the latest within eight days after delivery, whether the delivered goods comply with the agreement.
  2. The customer shall, on penalty of automatic forfeiture of his rights, invoke a defect in the performance provided by Oringe in writing against Oringe immediately after discovery of a defect in the delivered goods and at the latest within fourteen days after delivery.

Article 17 FULFILLMENT OF WARRANTY

Oringe guarantees normal soundness belonging to the product for a maximum of 12 months. In any case, this guarantee does not go beyond a maximum guarantee specified by Oringe of the article in question.

Article 18 RETURNS

Oringe is never obliged to take back delivered goods. If Oringe, notwithstanding the above, agrees to take back goods delivered by her, these goods must be returned undamaged and in their original packaging. The customer shall then owe Oringe the costs associated with taking back the goods.

Article 19 LIABILITY

  1. The liability of Oringe towards the customer - on any account whatsoever - in respect of non-, untimely or improper performance is limited to EUR 5000 or, if that amount is higher, the amount for which cover actually appears to exist under any insurance and/or for which recovery from third parties appears to be possible. Oringe is not liable for intent and/or gross negligence of non-managerial subordinates.
  2. All subordinates of Oringe may invoke the above provisions against the customer and, if necessary, against third parties on an equal footing with Oringe.

Article 20 FORCE MAJEURE (NON-ATTRIBUTABLE FAILURE).

1. Oringe's force majeure shall mean in any case:

- circumstances with regard to persons and/or material, which Oringe uses or tends to use in the execution of the agreement, which are of such a nature that execution of the agreement becomes impossible or becomes so difficult and/or disproportionately costly for Oringe that fulfillment of the agreement can no longer or not immediately be reasonably required from Oringe.

- strikes;

- the circumstance that Oringe is not , not timely or not properly delivered a performance, which is of importance in connection with the performance to be delivered by itself.

2. In case of force majeure, Oringe is not obliged to pay any compensation.

3. If a force majeure situation lasts longer than six months, the parties may dissolve the agreement.

Article 21 PAYMENT

  1. All invoice amounts owed by the customer should be received by Oringe in cash or by transfer to one of its bank accounts within thirty days after the invoice date, in case of payment within 14 days a discount of 0.5 percent is granted. In default of which the customer is automatically in default and an interest of 1.5 percent per month is due on that which he still owes from the last-mentioned date. In the event that the aforementioned or any other agreed term of payment is exceeded, all special arrangements made between the parties with regard to payment in favour of the buyer shall automatically lapse.
  2. Payments made by the customer shall always first be applied to reduce costs and interest due ( in this order) and then to reduce principal sums, with older claims taking precedence over new ones.
  3. The customer is obliged to inform Oringe spontaneously and promptly of any - expected - payment problems in writing. In case of late payment, the customer is obliged to inform Oringe in writing of his financial circumstances.

Article 22 REFERENCE

The customer is never authorized to set off an obligation, whether due or not, on the one hand, against an obligation of Oringe. A claim of the customer does not suspend his possible payment obligations towards Oringe.

Article 23 COSTS

  1. The customer is obliged to pay all (extra) judicial costs incurred by Oringe due to the fact that the customer has failed to fulfill his obligations in a timely and proper manner.
  2. In the event of late payment, compensation due by the customer for external extrajudicial costs shall be at least equal to 15% of the amount owed by the customer, with a minimum per case of Euro 350.

Article 24 SUSPENSION

1. If the customer fails, files for bankruptcy or suspension of payments and/or is in default with the correct and/or timely fulfillment of one or more of its obligations:

a) Oringe's obligations to fulfill its own obligations are automatically and immediately suspended until the customer has paid in full what he owes due;
b) Oringe may require from the customer full payment and/or adequate security, for example in the form of a bank guarantee to be issued by a Dutch banking institution of good repute, for compliance by the customer.

2. Oringe is entitled to require full payment and/or adequate security for the fulfillment by the customer prior to its part if it is plausible that the customer will not or cannot fulfill his obligations correctly and/or in a timely manner.

Article 25 CONVERSION

  1. If a provision of these general terms and conditions is null and void, a valid provision will automatically (by operation of law) take its place that corresponds as closely as possible to the purport of the void provision. In that case, the other provisions of the general terms and conditions will remain as valid as possible.
  2. In that case, the overage provisions in the general terms and conditions shall, as far as possible, retain their validity unimpaired

Article 26 APPLICABLE LAW

Any legal relationship between Oringe and the customer is governed by Dutch law. The application of the Vienna Sales Convention as well as - as far as possible - of any other relevant existing or future treaty is excluded.

Article 27 DISPUTES

  1. All disputes, including summary proceedings, relating to and/or arising from these general terms and conditions and/or agreements to which these terms and conditions apply, shall be adjudicated by the competent court in Groningen to the exclusion of any other court.
  2. However, Oringe remains entitled for its part to bring a claim before the court that would have jurisdiction according to the legal rules.