Article 1. Overall
1. These conditions apply to any tender offer and the agreement between Koene.com, which other Koene.com these conditions has stated, if these parties have not expressly and in writing.
2. These conditions also apply to agreements with Koene.com, for which Koene.com by third parties should be involved.
3. These general conditions are also written for the employees of Koene.com and his supervisor.
4. The applicability of any purchase or other conditions of the Other is explicitly rejected.
5. If one or more provisions of these terms and conditions at any time in whole or in part or should be destroyed, it remains, in these terms and conditions specified fully applicable. Koene.com and the Other will then engage in dialogue to develop new rules to replace the invalid or void provisions to be agreed, with as much as possible the purpose and intent of the original provisions are observed.
6. If uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, then the explanation must be found "in spirit" of these provisions.
7. If there is a conflict between parties that do not occur in these general conditions is regulated, this situation should be assessed to the spirit of these terms and conditions.
8. Podere if not always strict Castorani Netherlands fulfillment of these conditions requires, this does not mean that its provisions do not apply, or that Koene.com in any degree would lose the right to in other cases the strict observance of the provisions of these conditions to desire.
Article 2 Bids and offers
1. All bids and offers from Koene.com are free, unless the offer a deadline for acceptance is made. A tender offer expires or if the product on which the offer or the offer relates, in the meantime is no longer available.
2. Koene.com can not have bids or offers to be taken if the Other can reasonably understand that the bids or offers, or any part thereof, an obvious mistake or slip contains.
3. in a bid or offer prices are inclusive of VAT and other taxes and any government in the framework of the contract costs, including travel and subsistence, shipping and handling fee, unless otherwise indicated.
4. If the acceptance (whether or not to subordinate items) from the tender offer or the offer included Koene.com is not bound. The agreement is not with deviating this acceptance, unless otherwise
Koene.com.
5. A composite quotation Koene.com is not obliged to carry out a portion of the contract at a corresponding part of the specified price. Offers or tenders do not apply automatically for future orders.
Article 3 Contract Duration; delivery deadlines, implementation and modification agreement; price increase
1. The agreement between Koene.com and the Other is for an indefinite period of time, unless the nature of the agreement or otherwise arises if the parties expressly agree otherwise in writing.
2. For the completion of certain activities or for the supply of certain cases an agreed period or declared, this is never a deadline. If a term is the Other Podere Netherlands Castorani therefore writing in default. Koene.com is a reasonable term still to be offered to implement the agreement.
3. Koene.com has the right to have certain work done by third parties.
4. Koene.com has the right in several phases to implement and thus part billed separately.
5. If the agreement is implemented in phases can Koene.com the implementation of those parts that belong to a later stage the Other suspend until the results of the preceding stage in writing.
6. If Koene.com data needs of the Other for the implementation of the agreement, captures the execution time not earlier than after the Other it is accurate and complete to Koene.com available for use.
7. If during the implementation of the agreement shows that the proper implementation is necessary to amend or supplement, then parties and agreed to adjust the switch. If the nature, scope or content of the agreement and whether or not to request or indication of the Other, to the competent authorities et cetera, and the agreement is amended it in quality and / or quantitatively, is amended, it could have for what was originally agreed. This may initially agreed amount be increased or decreased. Koene.com will advance them as much as possible quotation do. Through an amendment to the agreement, the originally specified period of implementation be changed. The Other accepts the possibility of amending the agreement, including the change in price and time of execution.
8. If the agreement is amended, including supplements, then Koene.com entitled to bring it first to implement after it is given by the agreement within Koene.com competent person and the Other has agreed to the implementation specified price and Other conditions, including the then determine when it will be implemented. Failure or not immediately implement the amended agreement also provides default of Koene.com and the Other is no reason for the contract.
9. Without it in default, it can Koene.com a request to amend the agreement refuse, if it qualitatively and / or quantitatively, for example, could result in that context for the work or to be delivered.
10. If the Other in default should be in the proper performance of which which he held against Koene.com, then the Other liable for all damages (including costs) in support of Koene.com thereby directly or indirectly incurred.
11. If Koene.com at the conclusion of the agreement matches a certain price, then Koene.com under following circumstances nevertheless entitled to increase the price, even if the price were not initially subject to specified. - If the price increase is the result of an amendment to the agreement;
- If the price increase resulting from a Koene.com accruing power or a Koene.com obligation under the law;
- In other cases, with the proviso that the Other who is not acting in the exercise of a profession or business, is entitled to the agreement by a written statement to dissolve if the price exceeds 10% and takes place within three months after the conclusion of the agreement, unless Koene.com then still willing to sign the Agreement on the basis of the originally agreed to perform, or if stipulated that the episode is longer than three months after the sale will take place.
Article 4 Suspension, dissolution and termination of the interim agreement
1. Koene.com, the fulfillment of the obligations to suspend or delay the agreement and with immediate effect to dissolve if:
- The Other obligations resulting from the agreement does not, does not fully or timely honor;
- After the conclusion of the agreement Koene.com learns of circumstances giving good ground to fear that the Other will not fulfill his obligations;
- The Other in concluding the agreement was requested to guarantee the fulfillment of his obligations under the agreement and that security is not provided or insufficient;
- If the delay on the part of the Other no longer Koene.com, meant that he could be the agreement at the originally agreed conditions will fulfill his obligations, Koene.com has the right to dissolve.
- If circumstances arise of such a nature that fulfillment of the contract impossible or unaltered conservation of the agreement not reasonably Castorani of Podere Netherlands can be demanded.
2. If the dissolution is attributable to the Other, Koene.com is entitled to compensation for the damage, including the cost, thereby directly and indirectly created.
3. If the agreement is dissolved, the progress of Koene.com on the Other immediately due and payable. If Koene.com fulfillment of the obligations deferrals, he retains his rights under the law and the agreement.
4. If Koene.com on the grounds mentioned in this article to suspension or dissolution passes, he is thereby not in any way be liable for damages and costs it incurred in any way or damages, while the Other, by virtue of default, or for damages or compensation is required.
5. If the agreement is terminated by Koene.com, will Koene.com in consultation with the Other arrange for transfer of work to third parties. This unless the withdrawal is attributable to the Other. Unless the interim end to Koene.com is attributable, the cost for transfer to the Other charged. Koene.com will the Other as much advance information as possible in consideration of the magnitude of these costs. The Other is taken these costs within the Netherlands by Podere Castorani period mentioned, unless otherwise Koene.com.
6. In the event of liquidation of (application of) receivership or bankruptcy of attachment - if and where the herd is not lifted within three months - at the expense of the Other, of debt or other circumstance that the Other is no longer freely about his ability available, the Koene.com Friday to sign the Agreement without delay and with direct effect or to cancel the order or agreement to cancel without any obligation on his part to pay any damages or compensation. The claims of Koene.com on the Other in that case immediately due and payable.
7. If the Other placed an order wholly or partially cancel, then the appropriate ordered or ready-made things, plus the potential to drain and delivery costs and the implementation of the reserved time, integral to the Other be charged.
Article 5 Majeure
1. Koene.com is not obliged to fulfill any obligation to the Other Party if he is being hampered as a result of a circumstance that is not due to debt, and neither under the law, an act or in the applicable views on his behalf comes.
2. Force majeure is defined in these terms and conditions, in addition to what this effect in the law and jurisprudence include any external causes, or of non-equipped, which Podere Netherlands Castorani not influence but which Koene.com are unable obligations. Koene.com also has the right to invoke force majeure if the circumstance that (further) to ensure compliance with the agreement prevents occurs after Koene.com should honor its commitment.
3. Koene.com may be used during the period that the force majeure continues to suspend obligations under the agreement. If this period lasts longer than two months, then each party has the right to dissolve, without obligation for compensation for damage to the other party.
4. If Castorani Podere Netherlands at the time of the occurrence of force majeure its obligations under the Agreement has been partially fulfilled or will fulfill this, and to fulfill or to meet part independent value, Podere Castorani is entitled to the Netherlands already met respectively after to be part of a separate bill. The Other is obliged to pay this invoice as if it were there to be a separate agreement.
Article 6 Payment and Collection costs
1. Payment must always be made within 14 days after the invoice date, at a Koene.com to give way in the currency which is billed, unless otherwise in writing by Koene.com indicated. Koene.com is entitled to periodically bill.
2. If the Other defaults in the timely payment of a bill, then the Party of law in default. The Other is then an interest. In the case of consumentenkoop interest is equal to the statutory rate. In other cases, the Other an interest rate of 1% per month, unless the statutory rate is higher, in which case the legal interest is due. The interest on the due amount will be calculated from the time that the Other is in default until the moment of payment of the full amount owed.
3. Koene.com has the right by the Other payments made to stretch in the first place to reduce the costs, then in reduce the rate cases and finally to reduce the principal and accrued interest.
4. Koene.com, without thereby failure to come, an offer to refuse payment if the Other another order for the allocation of the payment designates. Koene.com can full repayment of principal refuse, if not also the open cases and accrued interest and collection costs.
5. Objections to the height of a bill to suspend the commitment would not.
6. If the Other in default or omission in the (early) to ensure compliance with its obligations, then all reasonable costs incurred to obtain satisfaction out of court on behalf of the Other. The extra costs are calculated on the basis of what at that moment in the Dutch debt collection practice, is currently under the calculation method for Work Report II. If Podere Netherlands Castorani however, higher costs for collection has been reasonably necessary, the actual cost reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Other. The Other is due on the debt collection costs also include interest.
Article 7 Retention
1. All Koene.com in the context of the delivered goods remain the property of Koene.com until the Other any obligations under the Koene.com agreement (s) is properly fulfilled.
2. By Koene.com delivered, made pursuant to paragraph 1. fall under the title, may not be resold and must never be used as currency. The Other is not entitled to the property falling below the pawn business or in any other way concerns.
3. The Other is always to do what was reasonably expected of him may be the property of Koene.com safeguarded.
4. If third parties seize the property subject to duties or delivered to establish or exercise, then the Other required to Koene.com immediately know.
5. The Other obliged to cancel the property to be delivered to insure and keep insured against fire, explosion and water as well as against theft and the policy of this insurance on Podere Castorani first request to the Netherlands to inspect it. Any payment of the insurance Koene.com is entitled to these tokens. Insofar as needed commits itself to the Other Koene.com to advance to his co-operate with all that that in that context was necessary or desirable (show) should have been.
6. In the event Koene.com in this article are designated to exercise property rights, the Other Party in advance unconditional and irrevocable consent to Koene.com and Koene.com to designate a third party to all these sites and locations where the properties of Koene.com are located and doing business to take back.
Article 8 guarantees, research and advertising
1. Podere Castorani by the Netherlands to meet the usual requirements and standards who at the time of delivery could be made reasonably and in which they normally use in the Netherlands are intended. The guarantee mentioned in this article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands should use the Other itself to verify that its use is suitable for use there and whether they meet the conditions on which they are made. Koene.com, in which case other warranty and other conditions in respect of the supply business or work to be carried out.
2. In paragraph 1 of this Article shall guarantee is valid for a period of 6 months after delivery (this only for our wine accessories), unless the nature of the delivered otherwise or if parties have agreed otherwise. If the Koene.com guarantee a case which was produced by one third, then the guarantee is limited to those induced by the producer of the case will be provided, unless otherwise indicated. After the warranty period, all costs for repair or replacement, including administrative, shipping and wire costs, to the Other be charged.
3. Any form of guarantee will expire if a defect has arisen as a result of or resulting from improper or inappropriate use or use after the expiry date, improper storage or maintenance thereto by the Other and / or by third parties when, without written permission from Koene.com, the Party or third parties to the case have made changes or have tried to bring that other cases were confirmed that it should not be confirmed or if they were far or modified other than the prescribed manner. The Other is not entitled to warranty if the defect is caused by or arising out of circumstances where Podere Netherlands Castorani no influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
4. The Other is delivered to the account (do) investigate immediately the moment that things are delivered to it and the relevant activities are carried out. It belongs to the Other investigations or quality and / or quantity of delivered corresponds with what is agreed and meets the requirements that parties in this respect have been agreed. Any defects must within two months after discovery in writing to Koene.com to be reported. The report, a detailed description of the defect to contain so Podere Castorani the Netherlands in a position to respond adequately. The Other is intended in Koene.com the opportunity to make a complaint to (do) investigations.
5. If the Other reclameert time, suspend its commitment not to. The Other continues in that case also held to purchase and payment of the otherwise ordered, except where it no independent value.
6. If a defect notification is made, then the Other no longer to repair, replacement or compensation, unless the nature of the case or the other circumstances of the case a longer-term results.
7. If it is established that a case is flawed and connection time is gereclameerd will Koene.com defective tried within a reasonable time after the return receipt or, if return is not reasonably possible, written notification to the lack of respect by the Other, at the choice of Podere Castorani the Netherlands, replace or arrange for replacement or restoration fee to the Other comply. In case of replacement is obliged to replace the matter to Koene.com to return the property and report back to Koene.com to provide, unless otherwise Koene.com.
8. If it transpires that a complaint is unfounded, then the costs it incurred, including research costs, on the side of Koene.com thereby cases, integral to the account of the Other.
Article 9 Liability
1. If Koene.com might be liable, then this liability is limited to what is governed by this provision.
2. Koene.com is not liable for damages of any kind, created by Koene.com is assumed by or on behalf of the Other incorrect and / or incomplete data.
3. Koene.com is only liable for direct damage.
4. Direct damage is exclusively:
- The reasonable costs to establish the cause and extent of the damage, provided that the determination relates to damage in the meaning of these terms;
- Any reasonable expenses incurred for the poor performance of Koene.com to the agreement to answer, so far as it Koene.com can be attributed;
- Reasonable costs incurred to prevent or minimize damage, if the Other shows that these costs have led to the limitation of direct damage as referred to in these terms and conditions.
5. Koene.com is never liable for consequential damages, including consequential damages, lost profits, lost savings and damage due to business or other stagnation. In the case of consumentenkoop extends this restriction does not go beyond those permitted under paragraph 2 of Article 7:24 BW.
6. Podere Castorani if Canada could be liable for any damages, the liability of Koene.com limited to no more than three times the invoice value of the order, at least for that portion of the order in which the liability relates.
7. The liability of Koene.com is always limited to the amount of the benefit of his insurer, as appropriate.
8. The views expressed in this article are the limitations of liability do not apply if the damage is due to intentional or grossly debt Koene.com or his senior subordinates.
Article 10 Limitation period
1. Notwithstanding the statutory limitation periods, the extinction of all claims and defenses against Koene.com and the Koene.com in the implementation of a third party, a year. 2. The provisions of paragraph 1 shall not apply to legal claims and defenses that are based on facts which would justify the assertion that the case was not delivered to the agreement would respond. Such claims and defenses barred from running for two years after the Other Podere Netherlands Castorani of such non-compliance has informed.
Article 11 Risk transition
1. The risk of loss, damage or loss on the Other goes on at the moment things in the power of the Other be charged.
Article 12 Safeguard
1. The Other indemnify Koene.com for possible claims by third parties, in connection with the implementation of the damage suffered and whose cause other than to Podere Castorani attributable Netherlands.
2. If Koene.com accordingly by third parties should be addressed, it is obliged Koene.com beyond as well as in law to assist and immediately what to do that for him in that case can be expected. If the Other failure in taking appropriate measures, then Koene.com, without notice, entitled themselves doing so. All costs and damage to the side of Podere Castorani the Netherlands and third parties are created, are integral expense and risk of the Other.
Article 13 Intellectual property
1. Koene.com reserves the rights and powers for which he is entitled under the Copyright and other intellectual property laws and regulations. Koene.com has the right by the implementation of an agreement at his side increased knowledge for other purposes, provided this is not strictly confidential information to the attention of the Other third party is brought.
Article 14 Applicable law and disputes
1. On relations with all legal Podere Castorani party Netherlands is the only Dutch law, even if a contract wholly or partly abroad to be given or if the legal relationship with the party concerned is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will first appeal to the court to do after they have made to the extreme of a dispute in mutual consultations.
