General conditions

General terms and conditions of delivery and payment of:

Faes Cases BV
Chamber of Commerce Eindhoven: 61705063
VAT: NL8544.54.512.B01

Hamelendijk 2
5541 RA Reusel

Telephone number: +31 (0)497 381165

Article 1: DEFINITIONS

In these general terms and conditions, the following terms are used in the following meanings, unless explicitly stated otherwise:

Faes Cases BV: the user of the general terms and conditions, the seller, the manufacturer, the contractor;

Counterparty: Faes’ counterparty, the buyer, the client;

Article 2: GENERAL

These terms and conditions apply to every order, offer and agreement between Faes and the other party, insofar as Faes has not deviated from these terms and conditions in writing;
These terms and conditions also apply to all agreements with Faes for the execution of which Faes uses the services of third parties;
The applicability of any terms and conditions of the other party is expressly excluded;
If one or more of the provisions in these terms and conditions are or become invalid, the remaining provisions of these terms and conditions will remain applicable.

Article 3: OFFERS, ORDERS AND AGREEMENTS

Faes’s offer is without obligation, unless expressly agreed otherwise;
Agreements are only concluded by written order confirmation, in whatever form, or by acceptance of an offer, or by Faes’s performance of the agreement;
In the case of verbal agreements, the invoice shall be deemed to accurately and completely reflect the agreement, unless a complaint is made within 30 days of the invoice date;
If, during production or work, Faes receives a verbal order for additional work from the other party or an employee or representative of the other party and the other party has accepted this work after the additional work has been performed or has not protested against the additional work, Faes may assume that the additional work was carried out at the express request of the other party at the prices and rates charged by Faes;
If a natural person concludes an agreement on behalf of or for the account of another natural person, he declares – by signing the contract – that he is authorised to do so. This person is jointly and severally liable with the other natural person for all obligations arising from the agreement;
Faes reserves the right to refuse an order/assignment without stating reasons;
If the acceptance by the other party deviates from the offer included in the quotation, Faes is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Faes indicates otherwise;
The prices in the quotations are in euros, excluding VAT and other government levies such as fees and taxes, as well as excluding storage, export, shipping and any transport costs, unless expressly agreed otherwise;
If Faes takes care of the shipment/transport of the purchased goods, this is at the risk and expense of the other party;
If delivery is made cash on delivery, Faes will always charge the counterparty for cash on delivery costs;
A composite quotation does not oblige Faes to perform part of the order for a corresponding part of the quoted price;
Offers or quotations do not apply to follow-up orders.

Article 4: MODELS/IMAGES

The models, images, specifications, numbers, sizes, weights or descriptions included in the catalogues/offers/advertisements are shown for illustrative purposes only.
Written and verbal approval of typesetting, printing, photo and film proofs and other types of proofs by the other party shall be deemed to be an acknowledgement that Faes has correctly carried out the work preceding the proofs.
Any typesetting, printing, photo and film proofs and other types of proofs produced at the request of the other party will be charged in addition to the agreed price, unless it has been expressly agreed that the costs of these proofs are included in the price.

Article 5: PRICE AND COSTS

Faes may pass on price increases after three months if, between the time of the offer or quotation and the performance of the agreement/delivery, price changes of more than 5% have occurred with regard to, for example, social security contributions, sales tax, exchange rates, wages, raw materials, semi-finished products or packaging materials.
Faes shall notify the other party in writing of its intention to increase the price or rate. Faes shall state the extent of the increase and the date on which it will take effect.

Article 6: CANCELLATION

If, after an agreement has been concluded and before Faes commences production of the item, the other party wishes to cancel the agreement, 10% of the order price (excluding VAT) will be charged as cancellation costs, without prejudice to Faes’ right to full compensation, including lost profit.
If, upon cancellation, the other party refuses to accept the items already produced by Faes specifically for the other party, the other party shall also be obliged to pay Faes all costs arising from this;
If an item is (temporarily) unavailable, the other party will be notified by Faes no later than one month after receipt of the order. In that case, the other party may cancel the order free of charge. If the other party has already paid Faes for the item, a refund will be made to the other party or a settlement will take place;
Cancellation must be made in writing.

Article 7: SUSPENSION AND TERMINATION

Faes is authorised to suspend the fulfilment of its obligations or to terminate the agreement if: the other party fails to fulfil its obligations under the agreement, fails to do so on time or fails to do so in full; after the conclusion of the agreement, circumstances come to Faes’s attention that give it good reason to fear that the other party will not fulfil its obligations, will not do so on time or will not do so in full. If there are good reasons to fear that the other party will only partially or improperly fulfil its obligations, the suspension is only permitted insofar as the shortcoming justifies it; the other party was requested to provide security for the fulfilment of its obligations under the agreement upon conclusion of the agreement and this security is not provided or is insufficient;
Furthermore, Faes is authorised to terminate the agreement (or have it terminated) if circumstances arise which are of such a nature that fulfilment of the agreement is impossible or can no longer be demanded in accordance with standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected;
If the agreement is dissolved, Faes’ claims against the other party will become immediately due and payable. If Faes suspends the fulfilment of its obligations, it will retain its rights under the law and the agreement. Faes reserves the right to claim compensation at all times.

Article 8: PERFORMANCE OF THE AGREEMENT

Faes shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the specifications agreed upon by the parties;
Faes shall determine the manner of performance of the agreement, unless the parties have expressly agreed otherwise in writing;
Faes shall not be liable for damage of any kind resulting from Faes relying on incorrect and/or incomplete information and specifications provided by the other party;
The other party must always inform Faes of the purpose for which the item is being purchased, failing which Faes cannot be held liable for damage resulting from the item being unusable;
If and insofar as required for proper performance, Faes has the right to have work carried out by third parties;
If the other party has reserved the execution of certain parts of the work for itself, the other party is liable for any delay in the supply or execution thereof;
The other party shall ensure that all information and approvals that Faes indicates are necessary or that the other party should reasonably understand to be necessary for the performance of the agreement are provided to Faes in a timely manner. If the information and approvals required for the performance of the agreement are not provided to Faes in a timely manner, Faes shall be entitled to suspend the performance of the agreement and/or to charge the other party for the additional costs resulting from the delay in accordance with the usual rates;
If the commencement or progress of the work is delayed by factors for which the other party is responsible, the resulting damage and costs incurred by Faes must be compensated by the other party;
The other party indemnifies Faes against any claims from third parties who suffer damage in connection with the performance of the agreement and which damage is attributable to the other party.
If it has been agreed that the agreement will be performed in phases, Faes may suspend the performance of those parts until the other party has approved the results of the previous phase in writing.

Article 9: DELIVERY

Delivery of goods shall be FCA, unless the parties expressly agree otherwise;
If Faes delivers the goods, this shall always be to the delivery address last known to Faes and provided by the other party;
The other party must take delivery of or receive the goods immediately upon completion, unless otherwise agreed. If the goods are available to the other party or are offered for delivery to the other party but are not taken delivery of by the other party for any reason whatsoever, delivery will take place by means of a written notification from Faes to the other party;
If the other party refuses to accept delivery or fails to provide information or instructions necessary for delivery, Faes is entitled to store the goods at the expense and risk of the other party. If the other party does not accept delivery within two months, Faes is entitled to sell the goods to another party. If the goods are no longer saleable, Faes is entitled to destroy them. All damage resulting from sale or destruction shall be borne by the other party;
Call-off orders must be accepted within the agreed terms, failing which Faes shall be entitled to deliver the part of the order that has not yet been delivered in one go and to charge price increases to the other party;
If the other party refuses to take delivery of the goods, Faes’ claims, including transport and storage costs, shall become immediately due and payable by the other party;
If Faes requires information from the other party in connection with the performance of the agreement, the delivery period shall commence after the other party has made this information available to Faes;
If Faes has specified a delivery period, this is indicative. A specified delivery time is therefore never a strict deadline. If a delivery period is exceeded, the other party must give Faes written notice of default and grant it a reasonable period of time;
Faes is entitled to charge an advance payment. After payment of the advance amount, delivery to Faes or performance will take place, unless the parties have agreed otherwise.

Article 10: DELIVERY, INSPECTION AND COMPLAINTS

The other party is obliged to inspect the purchased goods or the completed order at the time of delivery. Complaints about the delivered goods must be reported in writing to Faes by the other party within 7 days. The notice of default must contain as detailed a description as possible of the shortcoming, so that Faes is able to respond adequately;
Damage to the packaging or goods must be noted on the packing slip/waybill and reported to Faes in writing immediately. Faes will deal with the complaint immediately after it has been reported;
If the other party wishes to return defective goods, this may only be done with the prior written consent of Faes and in the manner specified by Faes. Returns must be sent carriage paid, in undamaged condition and in the original packaging.
Typographical or printing errors and spelling mistakes in the catalogues, website or offer can never give rise to any complaint.
If a complaint is justified, Faes will replace or modify the delivered goods, unless this has become demonstrably pointless for the other party. The latter must be communicated in writing by the other party. However, Faes is in all cases only liable within the limits set out in the articles ‘Warranty’ and ‘Liability’.
The handling of complaints does not affect the other party’s obligation to purchase and pay.

Article 11: TRANSFER OF RISK

The risk of loss or damage to the goods that are the subject of the agreement shall pass to the other party at the moment that these goods are legally and/or factually delivered to the other party and thereby brought under the control of the other party or a third party designated by the other party, or at the moment that the goods are ready for delivery, all this after the other party has been notified of this in writing.
If Faes is responsible for the transport of the goods that are the subject of the agreement, this will be entirely at the expense and risk of the other party. The other party is responsible for taking out adequate transport insurance.

Article 12: FORCE MAJEURE

Faes has the right to terminate the agreement in the event of force majeure. If the force majeure situation is only temporary in nature, Faes has the right to suspend the execution of the agreement. If the period of force majeure lasts longer than 2 months, the parties are entitled to terminate the agreement without Faes being obliged to pay any form of compensation.
In these terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which Faes has no influence, but as a result of which Faes is unable to fulfil its obligations. This includes strikes at Faes, computer and power failures, fire, theft, traffic congestion, export barriers and stagnation in the supply of raw materials/parts by suppliers.
Insofar as Faes has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfil them, and the fulfilled or to be fulfilled part has independent value, Faes is entitled to invoice the already fulfilled or to be fulfilled part separately.

Article 13: WARRANTY

The items produced by Faes comply with the technical requirements and specifications specified by Faes;
Faes provides a warranty to the direct counterparty with regard to the quality of the items it produces for up to 1 year after delivery, unless the parties have agreed on a different term in writing;
No warranty is provided on services, unless the parties have agreed otherwise in writing;
A claim under the warranty can only be made after submission of the purchase invoice;
The counterparty must check in advance whether the item to be delivered is suitable for the specified purpose;
The duration of the warranty is expressly stated on the sales invoice;
This warranty is limited to: manufacturing defects and therefore does not cover damage resulting from improper, careless or incompetent use, assembly or maintenance by the other party or a third party; deliveries to the other party in the EU; replacement of the purchased item;
This warranty shall lapse: upon resale of the delivered items, unless the parties have expressly agreed otherwise
; in the event of processing, modifications, alterations or repairs by a third party to or of the delivered items; in the event of exposure to harmful substances and excessively high or low temperatures; in the event of overloading in terms of tensile and compressive forces; if the delivered goods are not used and maintained in accordance with the instructions for use; if used for a purpose other than that specified by the other party to Faes or for which it is suitable.
As long as the other party fails to fulfil its obligations arising from the agreements concluded by the parties, it cannot invoke this warranty provision.

Article 14: LIABILITY AND INDEMNIFICATION

If Faes is liable, this liability is limited to what is stipulated in this provision;
Faes shall never be liable for: deviations, damage, errors and defects that have gone unnoticed in items approved by the other party; deviations, damage, errors and defects caused by incorrect assembly, maintenance or use by the other party or a third party; indirect damage, including consequential damage, lost turnover and profit, lost savings and damage due to business interruption; damage resulting from rejected raw materials due to changes in environmental legislation after the conclusion of the agreement; unlawful, improper or unprofessional use of the delivered goods by the other party or a third party; damage resulting from use that is not in accordance with the instructions for use, environmental legislation or product information.
If Faes is liable for damage, that liability is limited to a maximum of the amount to be paid by Faes’ insurer, or at least to a maximum of the invoice amount, or at least that part of the invoice to which the liability relates;
Faes is never liable for damage resulting from advice given. Advice is always given on the basis of the facts and circumstances known to Faes and in mutual consultation, whereby Faes always takes the intention of the other party as a guideline and starting point;
Any claims for damages must be submitted to Faes in writing immediately after the damage has occurred;
The other party must inform its customer in accordance with the instructions for use and product information. The other party indemnifies Faes against claims from third parties if Faes is held liable for damage for which Faes is liable because the other party has failed to do so;
Unless otherwise agreed, the other party must investigate in advance whether the purchased product is suitable for the purpose for which it will be used. If it subsequently transpires that the purchased product is not suitable for the purpose, the other party cannot hold Faes liable for any resulting damage.
The limitations of liability for damage included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Faes or its subordinates;
The other party is obliged to ensure that copies/shadow files are made of the relevant information carriers prior to the delivery of data, documents, materials and/or products.
If the other party provides Faes with information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software, etc. are free of viruses and defects;

Article 15: INTELLECTUAL PROPERTY AND COPYRIGHT

Without prejudice to the provisions of these general terms and conditions, Faes reserves the rights and powers vested in Faes under intellectual property law and the Copyright Act;
All items sold and/or produced by Faes, designs, sketches, calculations, drawings, models and brochures provided are intended exclusively for use by the other party and may not be reproduced, resold, edited, modified, copied, reproduced, disclosed or brought to the attention of third parties, unless the nature of the items sold or documents provided dictates otherwise;
Moulds produced by Faes remain the property of Faes and will not be handed over to the other party;
The other party is not entitled to remove the name or brand of Faes from the delivered items.
Faes also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Article 16: RETENTION OF TITLE

All goods delivered by Faes, whether or not processed or modified, remain the property of Faes until the other party has fulfilled all obligations arising from all agreements concluded with Faes;
The other party is not authorised to pledge the goods subject to retention of title or to encumber them in any other way;
The other party must insure the goods subject to retention of title at replacement value. The compensation paid by the insurer will replace the aforementioned goods and will accrue to Faes;
If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the other party is obliged to inform Faes of this as soon as may reasonably be expected;
In the event that Faes wishes to exercise its property rights referred to in this article, the other party hereby gives Faes or third parties designated by Faes unconditional and irrevocable permission to enter all locations where Faes’ property is located and to take back those items;

Article 17: EXPORT

Unless otherwise agreed in writing, payment for export transactions must be made by means of a confirmed and irrevocable letter of credit issued by a Dutch bank. This letter of credit allows for both transhipment and partial shipments. The letter of credit may be transferred by Faes;
The other party guarantees that if an import certificate or licence is required for the import of the goods into the country of destination, such an import certificate or licence has been or will be obtained prior to shipment, failing which the other party will be liable for any resulting damage.
The other party is responsible for compliance with applicable Dutch and foreign regulations regarding export control.

Article 18: PAYMENT

Payment must be made in cash, in advance by means of a pro forma invoice, or within 8 days of the invoice date in the currency stated on the invoice, in a manner to be specified by Faes. Objections to the amount of the invoice do not suspend the payment obligation.
If the other party fails to pay within the agreed term, the other party will be in default by operation of law. The other party will then owe interest of 1.5% per month or part thereof, unless the statutory interest rate or the statutory commercial interest rate is higher, in which case the higher interest rate will apply. Interest on the amount due will be calculated from the moment the other party is in default until the moment the full amount is paid.
In the event of liquidation, (application for) bankruptcy, admission of the other party to statutory debt restructuring under the Natural Persons Debt Rescheduling Act, placement under guardianship, seizure or (provisional) suspension of payments by the other party, Faes’ claims against the other party shall become immediately due and payable;
Payments shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal and the current interest.

Article 19: COLLECTION COSTS

If the other party is in default or fails to fulfil its obligations (on time), all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the other party. In any case, the other party shall owe collection costs in the event of a monetary claim. The collection costs will be calculated in accordance with the collection rate recommended by the Dutch Bar Association in collection cases, with a minimum of €350.00;
If Faes has incurred higher costs that were reasonably necessary, these will also be eligible for reimbursement. Legal and enforcement costs will also be borne by the other party.

Article 20: STAFF

The other party is not authorised, without Faes’ written consent, to enter into an employment relationship with an employee or member of staff of Faes during and within one year after the performance of the agreement.
If the other party enters into a direct or indirect employment relationship with an employee without Faes’ consent, the other party shall owe Faes compensation of at least six times the employee’s gross monthly salary, based on 40 working hours per week. In addition, the other party is obliged to fully comply with its obligations arising from the agreement between the parties.

Article 21: TRANSLATIONS OF THESE TERMS AND CONDITIONS

Only the Dutch version of these terms and conditions is authentic. If a translation differs in any way, the Dutch text shall prevail.

Article 22: DISPUTES

All disputes arising from the agreement concluded between the parties will in the first instance be settled by the competent Dutch court in the place of business of Faes. Nevertheless, Faes has the right to submit the dispute to the court competent under the law or to a Board of Arbitration.

Article 23: APPLICABLE LAW

All agreements between Faes and the other party are governed by Dutch law. The Vienna Sales Convention is expressly excluded.

Article 24: FILING

These terms and conditions have been filed with the Chamber of Commerce and Industry for East Brabant under number 61705063.