General terms and conditions

General terms and conditions of delivery SDD Finance BV and / or subsidiaries also online BtoC version August 2020. These general terms and conditions can also be downloaded as PDF via the button.

Article 1 Definitions

SDD: SDD Finance BV and / or its subsidiaries SDD Productions BV, SDD BV, SDD R&D BV and SDD Vastgoed BV, AMR Europe BV, being the contractor Buyer = consumer if a natural person (= consumer) or buyer is a legal person who SDD with a contractual relationship concerns or wish to go out under an SDD closed agreement or a different contract , being the principal.

Article 2 Applicability

2.1 These general terms and conditions apply to all ( online) offers from and to all agreements entered into with SDD . The subject of the offer or agreement concerns both the delivery of goods and services. The acceptance of an offer or the placing of an order and / or the conclusion of an agreement means that the buyer the applicability of these conditions accepts.

2.2 These general terms and conditions exclude all purchase or other terms and conditions of the buyer or of any organization to which the buyer belongs, unless they have been expressly accepted by SDD in writing .

2.3 Special provisions in the purchase agreement or other type of agreement prevail over the provisions included in these general terms and conditions and are only binding if they have been agreed in writing.

2.4 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or destroyed , the other provisions in these general terms and conditions will remain fully applicable. SDD and Buyer shall then in force consultation in order new provisions in replacement of the invalid or void to agree on provisions , taking into account the purpose and purport of the original provisions as much as possible .

Article 3 Offer, formation and implementation of the agreement

3.1 All offers are without obligation.

3.2 Offers need to be considered from an invitation to the potential buyer to make an order. Until the moment of confirmation of the order placed by the buyer by SDD, SDD is in no way bound by the order placed by the buyer. That means in that offer is an order coming which can be confirmed is not erroneously canceled.

3.3 . If the agreement electronically is concluded, SDD take appropriate technical and organizational measures to protect the electronic transfer of data and provides it to a secure web environment. If the buyer can pay electronically, SDD will observe appropriate security measures.

3.4 If the distance contract electronically (online) is closed, may notwithstanding the preceding paragraph and before the contract is concluded, the text of these general conditions by electronic means to the consumer to be made available in a manner which it can be easily stored by the buyer on a durable data carrier . If this is not reasonably possible, before the distance contract is concluded, it will be indicated where the general terms and conditions can be inspected electronically and that they will be sent free of charge electronically or otherwise at the request of the Consumer . If an offer a limited has validity or under conditions occurs, is this explicitly in the range mentioned.

The offer includes a complete and accurate description of the offered products and / or services. It is also stated whether the products offered are tailor-made products for the consumer , to which the legal right of withdrawal does not apply. The description is sufficiently detailed to enable the Consumer to make a proper assessment of the offer . If SDD uses images, these are a true representation of the products and / or services offered.

Obvious mistakes or obvious errors in the offer binding SDD not.

Each offer contains such information that for the consumer clearly is what the rights are and obligations, to accepting the offer are attached.

3.5. An order from the potential buyer as referred to in Article 3.2 is deemed to have been placed in one of the following circumstances:

a) the potential buyer has the requested data completed on the purpose via the webshop of SDD appropriate digital mode and the completed order information are to SDD via the electronically sent and received SDD;

b) the purchaser is a named offer therefore drawn in any form which by SDD is received and this in the name alleged quote by SDD to potential cast byer;

3.6 At the latest upon delivery of the product and / or service to the buyer, SDD will send the following information, in writing or in such a way that it can be stored by the buyer in an accessible manner on a durable data carrier:

a. the price, including all taxes of the product and / or service; insofar as applicable, the costs of delivery; and B. the mode of payment, delivery or implementation of the agreement on the distance.

3.7 An agreement is concluded when an order confirmation is handed over to the buyer by SDD or, if the order has been placed via the webshop, the order confirmation is sent by e-mail to the e-mail address specified by the buyer .

3.8 Byer and SDD are expressly agreed that, by making use of electronic forms of communication, a valid agreement is concluded as soon as the conditions in Articles 3.3 and 3.4 have been met. In particular, the lack of a signature does not off to the binding force of the order and the acceptance thereof. The electronic files of S DD apply, as far as the law allows, as a presumption of evidence.

3.9 A to name alleged offer in any form is valid for 14 days, unless a different period in the tender stated.

3:10 Changes in the agreement will be effective only if in writing between SDD and buyer have agreed.

3.11 SDD is entitled, without the consent of the buyer, to outsource the order or parts thereof to or to have it performed by third parties not employed by it , if in its opinion this promotes a good or efficient execution of the order .

3:12 For all agreements and other arrangements is that delivery is “EX WORKS” according to the most recent Incoterms issued by the International Chamber of Commerce, unless expressly agreed otherwise agreed with SDD.

3:13 The buyer is obliged to delivered goods to be checked on arrival down on transport damages and apparent defects, which also glass break falls. The buyer must have the errors noted on the freight documents . By signing the freight documents, the delivery is considered complete and without visible errors .

3:14 If the delivery delay experiencing, or if an order is not or only partially be executed, the consumer receives them no later than 60 days after the order was placed has message. The consumer has in this case the right to terminate the contract without cost to cancel and the right to any compensation.

Article 4 Prices and payment

4.1 The agreed price is exclusive of VAT and other government levies and “EX WORKS” in accordance with Article 3.12.

4.2 SDD is authorized price increases through to calculate. If the price increase is more than 10% per year, the buyer has the right to dissolve the agreement .

4.3 . For online orders, unless otherwise stipulated in the agreement or additional conditions, the amounts owed by the Consumer must be paid 100% immediately upon ordering / concluding the agreement. If an agreement to provide a service captures this period to on the day after the consumer confirmation of the receipt agreement.

4.3.1 When advance payment has been stipulated for online orders or offline orders, the Consumer cannot assert any rights whatsoever with regard to the execution of the order or service (s) before the stipulated advance payment has been made.

4.4 For purchases (offline) on account should the payment by SDD within 14 days of invoice date be received, unless expressly agreed otherwise in writing agreed. For orders of € 50,000 and more, 50% of the total value of the order will be invoiced before the date and 50% after the date of physical delivery .

4.5 In the absence and timely payment buyer a default interest payable of 3% of the invoice amount per month.

4.6 Payments made by the buyer always serve to settle all interest and costs owed and subsequently of due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.

4.7 The foregoing applies if the increase in the price resulting from a power or obligation ting under the law or regulations , or is caused by an increase in the price of raw materials, wages, material prices, production costs, duties, taxes, exchange rates of foreign currencies, transport et cetera or on other grounds that may arise when entering into the agreement were not reasonably foreseeable

Article 5 Delivery and complaints

5.1 Delivery times (and repair time) are without obligation and are only approximate . Exceeding the delivery time can never, not even after notice of default, give rise to a claim for compensation, unless it has been expressly agreed that there is a strict deadline or this is clearly apparent from the agreement . One in an agreed contract period is no strict deadline.

5.2 Complaints about immediately observable defects must be received by SDD in writing within seven days after delivery or the performance of the relevant services . Failing this, SDD is not liable for the defect in question.

Article 6 – Right of withdrawal For products .

6.1 The consumer can dissolve an agreement with regard to the purchase of a product during a cooling-off period of at least 14 days without giving reasons. SDD consumers should ask the reason of withdrawal, but it is not up to task of his reason (s) require. The consumer realizes that the right of withdrawal does not apply to his contract manufactured customized products, including but not exclusively be understood products which, although standard dimensions but at the request of the consumer specifically to be manufactured by a supplier of SDD and products in which at adjustments have been made etc.

6.2. The reflection period referred to in paragraph 1 starts on the day after the consumer, or a third party designated by the consumer in advance , who is not the carrier, has received the product , or:

a. when the consumer in the same order multiple products has ordered: the day on which the consumer or a designated his third, the final product has received. SDD allowed provided they pay the consumer here prior to the ordering process in a clear manner about having informed, refuse an order for several products with different delivery times .

b. if the delivery of a product consists of several shipments or parts: the day on which the consumer, or a third party designated by him, received the last shipment or the last part ;

c. in the case of contracts for regular delivery of products during a certain period: the day on which the consumer, or a third party designated by him , has received the first product .

Extended reflection period

6.3. If SDD has not provided the consumer with the legally required information about the right of withdrawal or the model form for withdrawal, the reflection period will expire twelve months after the end of the original reflection period determined in accordance with the previous paragraphs of this article .

6.4. If the SDD in the preceding paragraph provided information to the consumer is given within twelve months after the starting date the initial grace period, the grace period expires 14 days after the day on which the consumer which receives information.

Article 7 – Obligations of the consumer during the reflection period

7.1 During the reflection period, the consumer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to determine the nature, characteristics and operation of the product. The premise hereby is to the consumer the product only can handle and inspect as he in a would shop can do.

7.2 The consumer is liable for loss of the product which the result is of a way of dealing with the product beyond permitted in paragraph 1.

Article 8 – Exercise of the right of withdrawal by the consumer and costs thereof

8.1 If the consumer exercises his right of withdrawal, he shall report this within the cooling-off period by means of the standard form for withdrawal or for other unequivocally to SDD.

8.2 As soon as possible, but within 14 days from the day subsequent to the in paragraph 1 shall mention, the consumer sends the product back, or he hands it to (a representative of) SDD. The latter can also be done by returning the products to the showroom. This is not necessary if SDD has offered to collect the product itself. The consumer has in any case complied with the return period if he returns the product before the cooling-off period has expired.

8.3 The consumer returns the product with all accessories supplied, if reasonably possible in its original condition and packaging, and in accordance with the reasonable and clear instructions provided by the SDD .

8.4 The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the consumer.

8.5 The consumer must bear the direct costs of the return of the product.

8.6 If the consumer exercises his right of withdrawal, all additional agreements will be dissolved by operation of law .

Article 9 – Obligations of SDD in case of withdrawal

9.1 Al s SDD notification of withdrawal by the consumer by electronic way possible is, it sends the receipt of this notification without delay a receipt.

9.2 SDD will return the (down) payments of the consumer without delay but within 14 days following the day on which the consumer notifies him of the withdrawal. Unless SDD offering the product to collect himself, he may wait to return until he has the product received or until the consumer demonstrates da t he returned the product, to whichever date is earlier.

Article 10 – Exclusion of right of withdrawal

The following products and services are excluded from the right of withdrawal. This will by the SDD clearly in the offer, at least in time for the conclusion of the contract, are listed:

10.1. According to specifications of the consumer products manufactured, which not prefabricated are and which are manufactured on the basis of an individual choice o f decision of the consumer, or which clearly intended for a specific person. This explicitly, but is not exclusively understood to mean, products have standard sizes but are manufactured specifically for the consumer by a supplier of SDD, as well as products to which adjustments have been made so that they are only intended for one specific person .

2. Service contracts, after full performance of the service, but only if:

a. the performance has begun with the explicit prior consent of the consumer; and

b. the consumer has stated that he will lose his right of withdrawal as soon as SDD has fully performed the agreement ;

Article 11 Non-performance of the client

11.1 If the buyer does not fulfill his obligations arising from the agreement and also does not follow up on a notice of default with a term of one week, SDD is entitled to declare the agreement dissolved without judicial intervention . In that case, the buyer is liable for the damage suffered by SDD . Payment obligations relating to work already performed or deliveries remain in place.

11.2 If SDD to culpable shortcoming of buyer in the delivery of its commitment to the (extra) judicial passes measures, the costs thereof on account of buyer (6.4 and 6.5).

11.3 Without prejudice to existing commitments of buyer is agreement dissolved without judicial intervention and without any being required notice, at the time when the client in state of declared bankruptcy, temporary suspension of payment is requested, or by attachment, under guardianship st count or otherwise loses the power to dispose of his assets or parts thereof, unless the trustee or administrator recognizes the obligations arising from the agreement as a debt of the estate. The buyer is liable for all damage suffered by SDD .

11.4 If SDD is forced an unpaid bill for collection from hands to third parties (lawyer, bailiff, collection agencies and the like) is SDD entitled to the buyer a fee to calculate because of the by SDD incurred costs of at least 15% of the invoice amount a minimum of € 250.00, without prejudice to the right of SDD to claim the actual damage suffered by it from the buyer .

11.5 If the buyer is in default or omission in the (timely) fulfillment of his obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Buyer . The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. If SDD However, higher costs made for collection reasonably were necessary, the actual costs for reimbursement consideration. Any judicial and execution costs incurred will also be recovered from the Buyer. The buyer owes the collection costs of interest.

11.6 In case of non-payment by the Buyer SDD is entitled without prior notice further deliveries on to suspend or cancel.

11.7 Objections to the amount of an invoice do not suspend the payment obligation . The Purchaser who does not appeal to Section 6.5.3 (the Articles 231 to and with 247 book 6 BW) is not entitled to the payment of an invoice for any other reason to be suspend.

Article 12 Proprietary reservation and property rights

12.1 Subject to the prescribed in the paragraphs 12.2 to 7.6, the ownership of the goods pass to buyer upon delivery.

12.2 SDD reserves the ownership of all goods delivered by it to the buyer until the buyer has fulfilled all his obligations under the concluded agreement . Also, the retained ownership applies to the claims that might against SDD buyer obtain due to failure of buyer in email and any of its obligations towards SDD. All costs associated with returning the property will be borne by the buyer.

12.3 As long as the ownership of the delivered goods has not passed to the buyer, the latter may not pledge / be transferred or grant any other right to a third party . The parties expressly contemplated property law operation to achieve with this article and not Only Blood its contract law action.

12.4 The buyer is obliged to keep the goods delivered under retention of title with due care and as recognizable property of SDD .

12.5 If the buyer fails to fulfill his payment obligations towards SDD or if SDD gives good reason to fear that he will fail in those obligations , SDD is entitled to take back the goods delivered under retention of title . To this end, the buyer will at all times grant SDD free access to its sites and / or buildings to exercise the rights of SDD. After repossession will the client be credited for the market value, which in no case higher are than the original purchase price, less the repossession cases costs.

12.6 If there is any doubt at SDD exists regarding the payment capacity of the buyer ‘s SDD authorized the delivery of goods from a set until the buyer certainty for having provided payment. The buyer is liable for the damage suffered by SDD as a result of this delayed delivery.

12.7 Unless otherwise agreed, the license buyer regarding the delivered goods / services limited to the company of the buyer. The goods / services, provided by SDD, will not be delivered without its express consent to third parties for disposal may be made.

12.8 SDD reserves itself all industrial and intellectual property rights to the goods / services.

12.9 The buyer is not permitted changes in the business to make, unless the nature of the provided otherwise follows or writing otherwise is agreed.

12.10 In the event of violation of the provisions of paragraphs 12.8 and 12.9, the buyer will owe SDD a fine of € 10,000 for each violation , regardless of SDD ‘s other rights to compensation, performance or dissolution of the purchase agreement or other agreement.

Article 13 Force majeure

13.1 SDD is not liable for the non- execution , incorrect or late execution of assignments given to SDD , if these are the result of force majeure in the broadest sense of the word. Force majeure is understood to mean , among other things: strikes, fire and other calamities, business disruptions, power failures, non-delivery or late delivery by suppliers or other third parties and the lack of any government permit. Force majeure also includes: malfunctions in a (telecommunication) network or connection or communication systems used and / or the unavailability of the website of (the webshop) of SDD at any time .

13.2 If SDD at the commencement of the force majeure already partially been fulfilled obligations or only partially fulfill its obligations comply is he entitled to the already delivered or the delivery part separately billing and is buyer held this bill meet if it were a separate contract.

Article 14 Right of retention

SDD is entitled issues SDD the purchaser has to keep at it until all costs SDD has made the implementation of orders of buyer, whether these orders relate have to to set or other goods of the buyer, unless the buyer has provided adequate security for those costs .

Article 15 Liability

15.1 SDD accept liability for buyer suffered damage resulting from an attributable tekortkom ing in the fulfillment of its obligation, if and to the extent such liability by his insurance is covered, up to the amount of the payment made by the insurance plus the applicable own risk.

15.2 If the insurer does not pay out for any reason, SDD ‘s liability is limited to the invoice amount with a maximum of € 25,000.00.

15.3 Notwithstanding the provisions of paragraphs 10.1 and 10.2, SDD accepts no liability for damage due to exceeding the delivery term as a result of changed circumstances and damage as a result of inadequate cooperation, information or materials from the buyer.

15.4 SDD does not accept any liability for items made available to it by the buyer or placed with it .

15.5 SDD is not liable for infringement of patents, licenses or other rights of third parties through the use of data that have been provided to it by or on behalf of the buyer for the execution of the order .

15.6 SDD is only liable for direct damage. Direct damage is only the reasonable cost to r determining the cause and extent of the damage, to the extent that the determination is related to damage within the meaning of these general terms, the any reasonable costs incurred for the lack of performance of the SDD the agreement to let answered, to the extent that to SDD can be allocated and reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that led the charge to limit direct damage under these terms and conditions.

15.7 SDD is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption. Nor SDD is liable for costs, sc hade and interest arising from acts, omissions or opinions of people in service of SDD and / or persons which by SDD are engaged in the implementation of the agreement.

15.8 The limitations included in this article of the liability shall not if the damage is due to intent or gross negligence of SDD.

15.9 SDD is not liable for damage, of whatever nature, caused by SDD relying on incorrect and / or incomplete information provided by or on behalf of the Buyer . All advice is provided by SDD to the best of its knowledge, but is without obligation and SDD is not liable in this respect.

Article 16 Guarantee and service

16.1 SDD guarantees that items bearing the SDD brand will be free from material defects for one year after the date of delivery . SDD will repair and replace material defects free of charge during this period , with the exception of used cars that carry a standard warranty period of 2 months .

16.2 If SDD a case repairs or replaces, this is done within a reasonable time and with reasonable care and skill.

16.3 SDD will not repair defects or replace defective items if the defect or defect is the result of an external cause, such as wear and tear through normal use, deliberate damage, negligence or if software or hardware from a third party by the buyer not supplied by SDD. is installed on or connected to the item supplied by SDD , or in the event of an accident, hazard, moisture management, electrical voltage, or other environmental conditions not usually encountered in a safe area . SDD will also not repair or replace parts of delivered goods that have been adjusted or repaired by a third party .

16.4 The obligation of SDD to repair or replace does not apply to consumables.

16.5 On the by SDD delivered matters which do not carry the SDD brand exclusively warranty given as to the or supplier to manufacturer concerned was granted towards SDD and SDD is after come.

16.6 SDD offers the buyer the option to conclude a service / maintenance agreement for items bearing the SDD brand .

Article 17 Cancellation / dissolution

17.1 All agreements which are entered into for an indefinite period end with their completion or the parties or use certain time.

17.2 Termination of contracts of indefinite duration must be in writing to be made subject to a period of at least three months. If one of the parties can no longer reasonably be expected to continue the agreement , under the circumstances that give rise to this are at the expense and / or risk of that party, it can be terminated with a notice period of less than three months or without notice period. This is different if the individual agreement otherwise is agreed, then apply the agreement.

17.3 The party that terminates without being authorized to do so, or without observing the agreed notice period, is liable for damage to be suffered by the other party as a result.

17.4 In the event that the Buyer:

a. capable of bankruptcy, merges into administration, a request for suspension of payment submit or be seized upon the whole or any part of his property is put,

b. comes to death or under guardianship is made,

c. fails to pay an invoice amount or part thereof within the previously set deadline to meet,

d. proceeds to discontinue or transfer his business or an important part thereof, including the contribution of his business to a to be established or already existing company, then it proceeds to change the purpose of his business,

e. does not, not fully or not timely fulfill the obligations under the agreement ;

f. at the conclusion of the contract requested is required security for the fulfillment of its obligations under the agreement and the forthcoming security or inadequate is;

Article 18 Indemnity

18.1 The Buyer indemnifies SDD against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to others than SDD .

18.2. If SDD on that account by a third party should be addressed, then the buyer held SDD outside as well as in a straight on to be stand and , without delay, all of which to do it for him, in which case, expected may be. Should the buyer default in taking adequate measures, then SDD, without notice, entitled themselves do so on to go. All costs and damage that arise on the part of SDD and third parties as a result, are fully at the expense and risk of the Buyer.

Article 19 Prescription

All legal claims of the buyer arising from any of these terms and conditions subject contract lapse after lapse of one year, to count from the day on which the goods delivered or to be delivered or from the day the work was completed and had to be completed .

Article 20 Data customers

20.1. Personal data provided by the Consumer in the context of the agreement will only be used for the implementation of the agreement and not for other purposes.

20.2 The Consumer can request SDD which personal data SDD has and request that these be adjusted or deleted. SDD will only send unsolicited e-mails of any offers after the Consumer has expressly consented to this given. In the case of recalls or recall the use of personal data deemed by the consumer continues to flow from the concluded agreement.

Article 21 Applicable law and disputes

21.1 These general terms and conditions, the purchase agreement or any other agreement are governed by Dutch law . The provisions of the United Nations Convention on contracts for the international sale of movable property (Vienna Sales Convention ) do not apply, nor do any existing or future international regulation on the purchase of movable tangible property the effect of which can be excluded by the parties .

21.2 All disputes that may arise between the parties will be adjudicated exclusively by the competent court in the Netherlands within whose jurisdiction the place of business of SDD (District Court Gelderland, location Zutphen) is located, unless the law has declared another court competent by mandatory law. .

21.3 To the extent that these terms also be made in a different language than the Dutch, the Dutch text is differences still prevail.

August 2020

Share This