Terms and Conditions (auto translate from Dutch Algemene Voorwaarden)
These terms and conditions are partially automatically translated from Dutch. By typos and/or misunderstandings, we refer to the Algemene voorwaarden which is leading. We can sent the Algemene Voorwaarden on request.
Article 1: Applicability
1. These general conditions are applicable to all offers and agreements concluded by the Company including, in particular, those agreements relating to delivery of goods or services to our Customers.
2. For the purpose of these Terms and Conditions, Customers refers to any natural or legal person with whom we have concluded a purchase agreement, or anyone who has been charged for goods or services on behalf of the Company.
3. Any divergence from these Terms and Conditions must be expressly agreed to by the Parties in writing.
4. For all offers and agreements concluded between the Company and the Customer, the Terms and Conditions of the Customer do not apply unless the Terms and Conditions of the Customer do not conflict with the Terms and Conditions of the Company. Any other conditions associated with the Customer do not affect the Terms and Conditions of the Company.
5. For cases where these Terms and Conditions refer to the supply of Products, these also include the provision of services and work.
Article 2: Offers and Quotations
1. All offers or quotations by the Company should be construed as invitations to the prospective Customer to make an offer. The Company is not bound by offers from the Customer, unless said offer explicitly and unambiguously states in writing that such offers are binding.
Any Order placed to the Company is considered an offer which shall only be considered as accepted after written confirmation by the Company (hereinafter Order Confirmation) that said Order is considered as accepted.
2. Our quotations (in particular with regard to the previous paragraph) may include: designs, drawings, models, samples, descriptions, pictures and the like, and any attachments or other documents which are relevant to our offers.
3. If an Order which references our offer is not made within three months after the date we made the offer, the Company is entitled to invoice the Customer for any costs that are associated with making the offer.
Article 3: Establishment of Agreement
1. An Order with the Company shall only be considered valid after the Company has confirmed said Order in writing. To be more precise: an Order shall be considered valid from the time when we have sent the Order Confirmation.
2. The Customer is, regardless of how their Order was conveyed to us, bound for a period of eight days from the date of the Order. Any statement from the Customer that they wish to cancel or change their order issued during these eight days, shall not prevent an agreement based on the original Order, as the Company has accepted the Order (issued an Order Confirmation) within this period of eight days.
3. We assume that the Order Confirmation sent to the Customer is complete and correct. If the Customers disagrees, they should let us know in writing within eight days after the Order Confirmation was sent.
4. Any additional agreements and/or commitments made and/or performed by the Company’s staff, or on behalf of the Company and/or performed by other Parties as a representative action, bind us only if said agreements and/or commitments to representation have been confirmed in writing by the Company’s competent Director(s).
Article 4: Prices
1. Our prices do not include VAT and - unless otherwise agreed expressly in writing - exclude costs for packaging, transport and related expenses.
2. Prices quoted in any tenders, contracts and Order Confirmations are subject to variation based on cost factors such as exchange rates, manufacturer prices, raw material and material prices, wage and transportation costs, insurance premiums, taxes, duties and other governmental charges, which are applicable at the time the contract was signed.
3. In the event that an increase in one or more of the cost factors occurs, we reserve the right as of the date on which the agreement came about, but before the date of delivery, to charge the Customer for such increases in costs.
In such cases, we reserve the right to dissolve the agreement in whole or in part without judicial intervention.
If the Customer chooses to exercise this right, they must indicate said intention to the Company by email within five days of receipt of the relevant communication from the Company.
Article 5: Delivery/Delivery Times
1. Delivery times indicated by the Company are calculated from the day on which the agreement has been concluded if all the information needed for the completion of the Order has been supplied to the Company by the Customer. Delivery times indicated by the Company shall not be construed as deadlines, unless otherwise agreed by the Parties.
In the case that a delivery time has not been met by the Company and the agreement between the Parties calls for penalties for such cases, penalties shall not apply in the event of force majeure as defined under Article 10 of these Terms and Conditions.
2. Unless otherwise agreed by the Parties and indicated in the Order Confirmation, the delivery of goods is at the sole expense and risk of the Customer.
3. Unless the Customer indicates otherwise, the Company shall select the shipper or forwarding agent most convenient to them at the sole expense and risk of the Customer.
4. Any requests from the Customer to arrange transport in a different way are at the sole expense and risk of the Customer.
5. If the delivery takes place in parts, the Company retains the right to consider every delivery as a separate transaction.
6. The Customer must pay for their Order by the time specified in the Agreement with the Company.
In the event that said payment does not occur or is delayed, the Company is entitled at its discretion and in accordance with the provisions of Article 6:60 of the Civil Code of the Netherlands, to be released from all commitments to deliver the agreed service. In the event that a Customer does not meet their payment obligations, the Company is entitled to abrogate the agreement or contract without legal intervention.
If the Customer defaults on their obligations as described above, it shall be understood that the Order has been delivered and the Company shall store any goods associated with the Order at the sole risk of the Customer and shall be entitled to charge the Customer for any and all resulting costs.
Article 6: Advertising by the Customer
1. The Customer is responsible for the accuracy and completeness of any data or information they have provided to the Company.
Goods delivered by the Company may deviate from the description in the Order only if and in so far as said deviation consists of small differences in size, quantity and/or other subordinate changes.
2. Complaints by the Customer concerning observable defects shall be made by the Customer to the Company no later than within eight days after delivery or within eight days of the invoice date in the event that the goods are not (or could not be) delivered to the Customer. Such complaints must be made via Email or writing and include a clear and accurate description of the complaint and reference the invoice relevant to the transaction. Customers should thoroughly inspect goods received from the Company in a timely manner.
3. The Company should be notified of defects that were not discernible at the time of delivery, nor through a careful and timely inspection of the goods within eight days of delivery in the manner set out in Paragraph 2 above.
4. Any right of action by the Customer related to defects in goods delivered by the Company shall be considered void if:
a. the deficiencies are not reported within the specified time limits (2) and (3) and/or not in the manner indicated;
b. the buyer does not/insufficiently cooperates with the Company in launching an adequate investigation as to the merits of the complaint;
c. the Customer has not treated, used, saved, or maintained the Goods or has not used or handled the Goods in accordance with their purpose as indicated by the Company;
d. the use of the Goods with respect to which the complaints were voiced by the Customer are continued;
e. the agreement mentioned in the individual warranty has expired or, if such a term is missing, the complaints are first expressed after a period of more than 12 months since the delivery time.
5. For any disputes about the quality of the goods delivered by the Company, the Dutch court shall have jurisdiction.
Article 7: Liability
1. Any guarantee obligations pertain only to the Goods delivered by the Company to the Customer and not by third parties (such as manufacturers). In such cases, our liability is limited to defects caused by manufacturing of the Companies product.
2. In the event of a claim, if the Company agrees to the merits of the claim as it relates to quality and also to liability of the Company as referred to in Paragraph 1 above, the Company shall at its discretion:
a. (free of charge) replace defective Goods;
b. deliver replacement Goods or parts, after receipt of the defective goods or parts;
c. refund the purchase price received from the Customer.
d. consult with the Customer on providing compensation in a form other than those referred to above.
3. In the event that the Customer carries out any repairs or modifications to the Goods without prior, express written consent from the Company, then any warranty obligation on the part of the Company shall be considered null and void.
4. Subject to any obligations of the Company described above, the Company shall not be obliged to pay any compensation to the Customer or other Parties, unless there is intent or fault on the part of the Company (as determined by legal authorities).
In particular, the Company shall in no cases be liable for consequential or loss of business, direct or indirect damages whatsoever including loss of profit and stoppage loss suffered by the Customer, its employees or other third parties that may arise in whole or in part from deliveries of Goods and Services, delayed or defective delivery, or failure to deliver Goods or Services.
5. Customers are not entitled to return the Goods without a valid claim. If Goods are returned without a valid claim, then all costs connected to return of the Goods will be at the sole expense of the Customer. In such cases, the Company shall store any goods associated with the Order at the sole risk of the Customer and shall be entitled to charge the Customer for any and all resulting costs.
6. the purchaser is obliged to indemnify us for all claims that third parties have with regard to the execution of the agreement to us.
Article 8: Retention of Title and Security
1. All Goods delivered by the Company remain property of the Company until full payment has been received from the Customer pursuant to, connected with or arising out of the delivery of the Goods. In the event the Company deems necessary, the Company retains the right to ask the buyer to secure the obligations.
2. the buyer is not entitled to give the non-paid products as pledge to a third party.
3. without prejudice to the above in this article, the buyer is allowed to sell the business to third parties, but only within the framework of its normal business operations.
4. If as a result of processing by the buyer the property right resting on the goods delivered by us is lost, the buyer must establish a non-possessory pledge on the products result from the working or processing.
5. The Company is entitled at any time to take over the property of the supplied products of the Customer (or third parties) as collateral in the event that the Company can reasonably assume that there is a real chance that the Customer will not meet their obligations towards the Company. The foregoing does not affect the rights of the Company as derived from the common law. In particular, we also reserve the right to claim the buyer after we have received the goods.
6. The Customer is obliged to secure Goods they have received but not yet paid for against the risk of fire and theft and provide evidence of insurance for such risk if requested by the Company.
Article 9: Payment
1. Unless otherwise agreed by the Parties explicitly in writing, payments to the Company must be made in Euros or Dollars without any deductions or discounts by bank transfer or Credit Card immediately upon delivery of the relevant Goods or Services, or no later than 14 days after the invoice date. In case of payment by bank transfer, the date that our bank account has been credited shall be construed as the date of payment.
2. If the Customer fails to pay in full at the time payment is due, they shall be considered to be in default without requiring a further notice of default. In such cases, the Company retains the right to suspend compliance for all our commitments towards the Customer, without prejudice to all the Company’s rights under common law.
3. The Company is entitled to demand cash payment for delivery of the Goods, or a guarantee of timely payment. In addition, the Company is entitled to abrogate any agreement without legal intervention, in which case the Customer is obliged to return any Goods that have been delivered or reverse the performance performed by the Company without prejudice to the Company’s right to compensation. If the Customer for any reason fails to provide timely payment, they shall be obliged to pay interest on the outstanding payment as calculated from the date payment is due at a rate specified in the Civil Code of the Netherlands plus 4% per annum, with said interest due without further notice.
All costs incurred in the collection of unpaid invoiced amounts (including extrajudicial collection costs) shall be borne by the Customer. The extrajudicial collection costs amount to at least 15% of the principal with a minimum of € 50, - all excluding sales tax.
4 Payments shall be deducted from the costs referred to in Paragraph 3 above in accordance with Article 6:44 Civil Code of the Netherlands, after deduction of interest rates and, finally, the principal and current interest.
5. If a significant deterioration occurs in the Customer's financial position after an agreement has been reached between the Parties for the delivery of the Goods, the Company is entitled to waive all or part of further execution of the agreement or a change payment terms related to the Agreement.
6. The Company is entitled to transfer his claims arising from all transactions to a credit insurer of their choice.
Article 10: Force Majeure
Force majeure shall be understood as any circumstance beyond the control of the Company which is of such a nature that compliance with the Agreement cannot reasonably be required from the Company (non-attributable failures in compliance).
Force majeure, war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of raw materials, prevention and interruption of transport possibilities, interference in our company, import and export restrictions or prohibitions, impeding barriers by measures, laws or decisions of international, national and regional (government) agencies. If we cannot, by reason of force majeure, comply with our delivery obligation, not properly or in a timely manner, we are entitled to suspend the agreement or the part not yet executed, or for a fixed or indefinite period. In case of force majeure, the Company shall not be liable for damages associated for non-, late or partial delivery of Goods or Services.
Article 11: Legislation
The products are made for professional agriculture and horticulture. The buyer must at all times be informed of the locale legislation regarding the use of the the products. Smart Qubix BV does not in any way accept liability for any indirect or direct damage caused by the use of Smart Qubix products.
Article 12: Governing Law
On any offers, the Company has made and on all agreements, they have entered into, exclusively the Netherlands law shall apply.
Article 13: Dispute Resolution
All disputes of any nature related to / arising from agreements entered into by the Company and our deliveries shall be investigated by the competent court in the Netherlands.