Terms and Conditions

General Sales and Delivery Terms

Spinder Design B.V.
Chamber of Commerce Registration Number Leeuwarden 01059967

Article 1 General/Applicability

These sales and delivery terms apply to all offers and all agreements for the performance of work and/or the sale and purchase of Spinder Design B.V., located in Drachten, hereinafter referred to as Spinder.
The terms are filed with the Chamber of Commerce in Leeuwarden under number 01059967.

The client/buyer will hereinafter be referred to as the counterparty.

Any reference to its own general terms by a counterparty at any stage of the agreement with us is expressly rejected. Insofar as they conflict with written purchase conditions or other conditions of the counterparty, our terms take precedence, unless and to the extent that the counterparty’s terms have been expressly accepted by us in writing.

In the case of an ongoing relationship between Spinder and the counterparty, these terms do not need to be declared applicable again each time.

A declaration of the applicability of these terms implies an express rejection of the counterparty’s terms, whatever the name.

Article 2 Offers

All offers, quotations, price lists, delivery times, etc., from Spinder are non-binding, even if they include a validity period.

Article 3 Formation of Agreements

An agreement based on an offer made by Spinder is only concluded after Spinder has confirmed the acceptance by the counterparty in writing or after Spinder has begun the execution of the agreement.

Offers or promises made by Spinder’s representatives are binding if and to the extent that they have been confirmed by Spinder.

Changes, additions, and/or extensions to an order placed by the counterparty are only valid if they have been agreed upon in writing and signed by both parties.

Article 4 Delivery/Performed Work

1. Delivery of products occurs from Spinder’s warehouse; from the moment of delivery, the goods are at the risk of the counterparty.

2. Delivery is not free of charge. Stated delivery times and the period within which work must be performed can never be considered as a final deadline unless explicitly agreed otherwise.

3. The counterparty is obliged to take receipt of the purchased goods at the time they are delivered or when they are made available to them according to the agreement. If it is not possible to deliver the goods at the agreed time, the goods will be stored at the expense and risk of the counterparty. If delivery at the agreed time is not possible, the counterparty will be liable for all additional costs, including any waiting time - at the usual rate - and/or storage costs.

4. If agreed, delivery is made once to an address provided by the counterparty and at an agreed time. The counterparty then ensures that the destination/unloading place is accessible and is responsible for unloading.

5. Delivery of work performed by Spinder is carried out by reporting by Spinder to the counterparty that the work to be performed has been completed or that the result of the work is ready for acceptance.

Article 5 Samples and Examples

Samples or models included in catalogs, brochures, etc., or shown by Spinder are only indicative; the nature of the goods to be delivered may differ, unless it is explicitly agreed in writing that delivery would be according to the shown example.

Article 6 Delivery Time

1. An agreed delivery time is never a final deadline unless explicitly agreed otherwise. In case of late delivery, the counterparty must therefore put Spinder in default in writing.

2. The agreed delivery time starts on the last of the following points: [1] the day of the formation of the agreement, [2] the day Spinder has all necessary formalities, documents, permits, etc. for the execution of the agreement, or [3] the day the agreed payment security is received.

3. If the counterparty is in any way negligent in the performance of the agreement, causing delays in Spinder’s work, the agreed delivery time is deemed to be extended by the same period as the delay in Spinder’s work.

4. Spinder is allowed to deliver goods or work in parts. Each partial delivery is considered a separate agreement, which can be invoiced separately by Spinder.

Article 7 Transport

1. Unless otherwise agreed, the shipment of ordered goods is carried out in the agreed manner, at the expense and risk of the counterparty.

2. Spinder is in no way liable for any damage of any kind or form (including consequential damage) related to the transport.

Article 8 Complaints

1. The counterparty is obliged to immediately check upon receipt of the goods whether the correct items have been delivered and whether the delivered goods comply with the agreed quality and/or quantity. If visible defects are found, this must be noted on the delivery note and/or accompanying document and reported to Spinder in writing within 72 hours. For other complaints, the period is 8 days.

2. Complaints do not suspend the counterparty’s payment obligation and obligation to accept ordered goods.

3. Goods can only be returned with prior written consent from Spinder.

4. If the goods have been altered, partially or fully processed, damaged, or repacked after delivery, any right to complaints ceases.

Article 9 Force Majeure

1. Force majeure means circumstances that prevent the fulfillment of the agreement - permanently or temporarily - and which cannot be attributed to Spinder. This also includes unforeseeable circumstances through which suppliers or other third parties on whom Spinder depends cannot perform.

2. Spinder also has the right to invoke force majeure if the circumstance that prevents further fulfillment occurs after Spinder should have fulfilled its obligation.

3. During force majeure, Spinder’s delivery and other obligations are suspended. If the period during which Spinder cannot fulfill its obligations due to force majeure exceeds 3 months, both parties are entitled to dissolve the agreement, without any obligation for compensation.

4. If Spinder has already partially fulfilled its obligations or can only partially fulfill its obligations at the onset of force majeure, it is entitled to invoice the already delivered or deliverable part separately, and the counterparty is obliged to pay this invoice.

Article 10 Liability/Warranty

1. Spinder performs its task as expected from companies in its industry but accepts no liability for damage, including consequential damage, resulting from its actions or omissions in the broadest sense, unless this is due to gross negligence and/or intent.

The same limitation applies to personnel and/or third parties used by Spinder in the performance of its work.

2. If visible material and/or manufacturing defects are present in the delivered goods that can be demonstrably shown to have been present at the time of delivery, Spinder is obligated to replace these goods free of charge. Spinder guarantees the usual normal quality and soundness of the delivered goods; the actual lifespan cannot be guaranteed.

3. Notwithstanding the provisions in the other sections, Spinder’s liability - for whatever reason - is limited to the amount of the net sales price of the delivered goods or the price for the performed work. Fulfillment of this liability is considered as the sole and complete compensation.

4. The period within which Spinder can be held liable for damages is limited to 6 months.

5. The counterparty loses its rights against Spinder, is liable for all damages, and indemnifies Spinder against any claims from third parties regarding damage compensation if and to the extent that:

a. the aforementioned damage is caused by unprofessional and/or contrary to instructions use and/or unprofessional storage of the delivered goods by the counterparty; b. the aforementioned damage is caused because the counterparty did not act in accordance with the instructions and/or advice provided by Spinder.

c. the aforementioned damage is caused by errors/incorrect information in data (materials), information carriers, etc. provided to or prescribed by Spinder on behalf of the counterparty.

6. The counterparty also indemnifies Spinder against any claims related to ICT deliveries at zero tariff.

Article 11 Prices

1. Prices used by Spinder for the goods it supplies apply to delivery from Spinder’s warehouse and are exclusive of VAT. Prices used by Spinder are in euros.

2. If Spinder has agreed on a price with the counterparty, Spinder is still entitled to unilaterally increase the price, such that Spinder may pass on increases in wages, material costs, and third-party costs. However, if the price increase exceeds 7.5%, the counterparty has the right to terminate the agreement within 10 days of notification of this price increase.

Article 12 Payment

1. Payment must be made within 14 days of the invoice date. Payment must be made without deduction, compensation, or any form of suspension.

2. After the expiration of the period mentioned in paragraph 1, the counterparty is in default without any further formalities. From the moment of default until the payment of the due amount, the counterparty owes interest at a rate of 1% per month or part of a month.

3. Contrary to paragraph 1, costs incurred by Spinder that are chargeable to the counterparty under the agreement and/or these terms must be paid directly after invoicing by Spinder.

4. Payments made by the counterparty are always applied first to the owed interest and costs and secondarily to the outstanding invoices that have been open the longest, even if the counterparty indicates that the payment relates to a different invoice.

Article 13 Collection

1. If the counterparty is in default or in breach of its obligations, all reasonable costs for obtaining compliance outside of court are for the account of the counterparty. In any case, the counterparty owes an amount equal to 15% of the invoice amount, with a minimum of €500. If Spinder proves that higher costs were necessarily incurred, these are also eligible for reimbursement.

2. If partial or full compensation is obtained through legal means, the counterparty is liable to Spinder for the costs incurred by Spinder in all instances.

Article 14 Ownership of Designs

1. Spinder explicitly retains ownership of all industrial and intellectual property rights regarding the delivered goods, as well as regarding the content and form of reports, drawings, designs, software models, and the like.

2. The counterparty is only entitled to make complete and/or partial modifications to the delivered goods or to mark them with a different brand with prior written permission from Spinder.

3. Reports and other documentation issued by Spinder may only be published verbatim and in their entirety by the counterparty. For publication in any other form, prior written permission from Spinder is required.

Article 15 Retention of Title

1. All goods delivered or to be delivered by Spinder or the result of work performed or to be performed remain the property of Spinder until full payment of all amounts owed by the counterparty to Spinder has been made.

2. Before ownership of the delivered goods and/or the result of the performed work has fully transferred to the counterparty, the counterparty is not entitled to transfer them to third parties, whether as security or otherwise. However, the buyer is entitled to resell the delivered goods in the normal course of its business.

Article 16 Bankruptcy, Authority, etc.

The agreement between Spinder and the counterparty is terminated without judicial intervention and without prior notice at the time when the counterparty is declared bankrupt, applies for provisional suspension of payments, or otherwise loses its authority and/or legal capacity regarding its assets or parts thereof.

Article 17 Applicable Law/Competent Court

1. Dutch law applies to the relationship between Spinder and the counterparty.

2. Any disputes will be settled by the competent court in Leeuwarden. However, Spinder is entitled - at its own discretion - to summon the counterparty before any other court that would otherwise be competent according to law or treaty.

Article 18 Conflict with Legal Provisions

If a [part of a] condition is not applicable or is in conflict with public order and/or law, the applicability of the remaining provisions remains unaffected.

Article 19 Amendment of Terms

Spinder is entitled to make changes to these terms. These changes will take effect at the announced time of their coming into force. Spinder will send the amended terms to the counterparty in a timely manner.