GENERAL TERMS AND CONDITIONS Speakerkoning (vd Wouw geluidinstallaties, based in Best)
Created: 25-11-2019
Article 1 – Applicability
These terms and conditions apply to all offers and all agreements entered into with Speakerkoning, unless otherwise agreed upon in writing. Any provisions that deviate from these terms and conditions shall only apply if and to the extent that they have been confirmed by us in writing, and they shall apply exclusively to the specific agreement for which they were established.
Article 2 – Offers; formation of the agreement
2.1 All our offers are non-binding, unless they specify a period for acceptance.
2.2 Agreements with us are concluded once we have sent the order and received a down payment of at least 40% for it, or once we have commenced the execution of an order, unless otherwise agreed.
2.3 Every agreement is entered into by us subject to the condition precedent that information obtained by us demonstrates, in our judgment, that the counterparty possesses sufficient creditworthiness. The counterparty is at all times obliged, upon our request, to provide security—to our satisfaction—for the fulfillment of its obligations.
Article 3 – Pricing
3.1 All prices are exclusive of VAT and any other levies and/or taxes that are or may be imposed by the government, unless explicitly stated otherwise.
3.2 If our costs increase after the agreement has been concluded, we are entitled to pass these cost increases on to the other party. If we pass these cost increases on to the other party within three months of the agreement being concluded, and the other party is a natural person not acting in the course of a profession or business, that party is entitled to dissolve the agreement.
Article 4 – Quotations and Orders
4.1 All quotations issued by Speakerkoning are non-binding, unless explicitly stated otherwise in the quotation. They are valid for 30 days.
4.2 Orders and/or assignments from the counterparty shall only be binding upon Speakerkoning once they have been confirmed by Speakerkoning—whether in writing, via an app, or by email—or once the down payment requested by us has been received.
Article 5 – Delivery and acceptance
5.1 Agreed delivery times are not strict deadlines, unless otherwise agreed in writing. We shall only be considered in default if we have been given formal notice of default in writing.
5.2 We supply from various production locations and importers in Europe.
5.3 The delivery of the purchased items is considered complete by Speakerkoning:
1: At the moment Speakerkoning informs the counterparty that the goods are ready for transport. In such a case, the counterparty must collect the goods within seven (7) days of said notification from Speakerkoning’s address—or from an address specified by Speakerkoning—failing which Speakerkoning shall be entitled to store (or arrange for the storage of) the goods at the counterparty’s expense.
2: at the moment such items are offered by Speakerkoning to the counterparty. If the items are not accepted upon the first attempt at delivery, all costs associated with this—such as transport, storage, etc.—shall be borne by the counterparty.
5.4 From the moment of delivery onwards, the delivered goods shall be at the risk of the counterparty.
5.5 The counterparty is obliged to check the delivered items immediately upon delivery for any shortages or visible damage, or to carry out such an inspection following notification from Speakerkoning that the items have been made available to the counterparty.
5.6 Any shortages or damage to delivered goods must be reported by the counterparty immediately—within 2 days—or noted on the delivery note, the invoice, and/or the transport documents; failure to do so shall result in the delivered goods being deemed to conform to the agreement, and any subsequent complaints regarding such matters will no longer be considered.
5.7 Speakerkoning is entitled to make partial deliveries. In the case of partial deliveries, Speakerkoning is entitled to invoice separately. However, this may be deviated from upon mutual agreement with the customer.
5.8 A delay in delivery for any reason whatsoever does not entitle the counterparty to suspend the performance of any obligation it may have towards Speakerkoning and/or to dissolve the agreement, unless otherwise expressly agreed in writing.
Article 6 – Repairs
We carry out repairs and maintenance to the best of our knowledge and ability. Speakerkoning aims to complete all repairs within 14 days. In doing so, Speakerkoning is dependent on the availability of technical components from its suppliers. Speakerkoning cannot be held liable for a repair period that exceeds the standard timeframe if parts are temporarily unavailable. The general terms and conditions described herein also apply to all our repairs.
Article 7 – Retention of title: A retention of title applies to all our deliveries.
The goods supplied by us remain our property until the counterparty has paid in full the purchase price for the supplied goods and the price for any work to be performed by us, as well as any costs incurred for debt collection, legal assistance, and statutory interest in the event of a failure to pay. The counterparty is not permitted to resell, process, or alter the supplied goods before the purchase price and the aforementioned costs have been paid in full. In the event of a failure to pay, Speakerkoning is at all times entitled to reclaim all supplied goods.
Article 8 – Payment and default
8.1 Payment must be made in cash or by bank transfer, either prior to delivery or, at the latest, at the time of delivery. If, by mutual agreement or due to specific circumstances, any portion of the goods or services is provided on credit, payment must be made no later than 14 days after the date of invoicing. Such payment shall be made in full—following consultation with the customer—without any right to a discount or set-off on any grounds whatsoever, unless otherwise agreed upon in writing.
8.2 If the goods to be supplied by us are delivered in installments, we are entitled to demand payment for a proportionate part of the total agreed price.
8.3 If payment is not made within the agreed-upon period, the counterparty shall—without any notice of default being required—owe statutory interest on the total invoice amount, at a minimum rate of 1.5% per month, from the date by which payment should have been made until the date of full settlement.
8.4 If the counterparty fails to make payment, we are furthermore entitled to charge the counterparty for all judicial and extrajudicial costs incurred in connection therewith.
Article 9 – Complaint reporting
9.1 Complaints regarding the quantity delivered and visible damage must be noted in writing on the invoice, transport documents, and/or delivery note at the time of delivery, and must also be reported to Speakerkoning in writing within 2 (two) days of delivery.
9.2 Complaints regarding quality or of any other nature must be reported to Speakerkoning in writing within 8 (eight) days of the defect being discovered.
9.3 Upon receipt, Speakerkoning will examine complaints as soon as possible to determine whether they are well-founded. To this end, the counterparty must provide representatives of Speakerkoning with the opportunity to inspect the items in question at Speakerkoning’s premises. Based on this inspection, Speakerkoning will decide whether the complaint is well-founded. If it is, Speakerkoning will take back the items and replace them as soon as possible at its own expense, or—at the counterparty’s request—grant a reasonable price reduction. If the counterparty disagrees with Speakerkoning’s decision regarding the validity of the complaint, the matter shall be referred to an expert, to be appointed by mutual agreement between the parties; both parties agree to be bound by this expert’s decision. Any costs incurred for this expert shall be borne by the party against whom the expert rules.
9.4 If a complaint is not reported in a timely or correct manner, the delivered goods or services shall be deemed to be in accordance with the agreement. Submitting a complaint never releases the other party from its payment obligation toward Speakerkoning.
Article 10 – Guarantees
10.1 All Speakerkoning products come with a two-year manufacturer’s warranty, which is extended to three years for certain selected products. Parts subject to wear and tear, as well as defects resulting from improper use, are excluded from the warranty.
10.2 The warranty covers the repair or replacement of the device. Any additional costs—such as on-site visits, removal of the device, reconnection, shipping charges, etc.—are not covered by the warranty and shall be borne by the client. Speakerkoning cannot be held liable for repair periods that exceed the standard duration in the event that parts are temporarily unavailable. The general terms and conditions described herein also apply to all our repairs.
Article 11 – Force Majeure
Non-attributable failures: “Non-attributable failures” shall be understood to mean any circumstances beyond our control—even if such circumstances were foreseeable at the time the agreement was concluded—that permanently or temporarily prevent the performance of the agreement. This includes, but is not limited to, war, the threat of war, civil war, civil unrest, strikes, lockouts, transport difficulties, fire, and other serious disruptions within our own operations or those of our suppliers.
Article 12 – Liability
12.1 Our liability is limited to the fulfillment of the warranty obligation referred to in Article 9. Any claim for damages—including claims for business interruption or other indirect losses—is excluded.
12.2 If we are held liable, on any legal grounds whatsoever, our liability shall at all times be limited to the amount of the price paid to us for the item in respect of which we failed to perform our delivery obligations.
Article 13 – Disputes. Applicable law. Competent court
13.1 The agreement with the counterparty is governed exclusively by Dutch law.
13.2 All disputes shall be settled exclusively by the competent Dutch court, even if the counterparty is based abroad and a treaty provision would designate a foreign court as having jurisdiction. However, Speakerkoning reserves the right to have a dispute with a foreign counterparty decided by a competent foreign court. If the dispute falls within the absolute jurisdiction of the district court, the district court in Utrecht shall have jurisdiction.
Drawn up on: 25-11-2019
Speakerkoning is a trade name of:
vd Wouw Geluidinstallaties
Koolhof 25, 5298 AJ
Liempde (North Brabant), The Netherlands
www.speakerkoning.nl
Info@speakerkoning.nl
Tel: +31 6 14011675
VAT: NL0011481455B16
Chamber of Commerce (KvK): 17102417
