1.1. These general terms and conditions (the ‘General Conditions’) apply to all offers, quotations, and contracts that VelopA B.V.(‘VelopA’) sends to, or enters into with, another party (the ‘Customer’) with regard to products to be supplied by VelopA and any related assembly and installation work, advice and any other services.
2.1. Offers and quotations made by VelopA are without obligation, even if they stipulate a period for acceptance or validity, unless VelopA explicitly indicates otherwise in writing.
2.2. There is only a binding contract once VelopA has accepted or confirmed an order from the Customer in writing or has indicated by performance of the contract that it has accepted the order. VelopA is not bound by an oral commitment until it has confirmed it in writing. The order confirmation is deemed to accurately and completely reflect the contract, unless the Customer has objected in writing within 48 hours of receipt.
2.3. Cancellation of orders accepted by VelopA is only possible with the consent of VelopA. VelopA may attach conditions to the granting of this consent.
3.1. Unless otherwise agreed in writing, VelopA delivers Ex Works (the most recent Incoterms).
3.2 Postage costs: In the event that an order is dispatched by post, there will be a minimum charge at least € 10,-.
3.3. The delivery prices are calculated for unloading points that are easily accessible for a truck with trailer. Customer takes care of unloading with own forklift. Additional work in connection with access to the delivery address and/or longer exit, as well as delays resulting from therefrom, will be at the expense of the Customer.
3.4. In the event of delivery of products on call (including, where relevant, assembly and installation work), the products must be purchased in full within the agreed period or, in the absence thereof, within six (6) months after the contract has been concluded.
3.5. In the event of a delay in the delivery of products requested by, or otherwise attributable to, the Customer, VelopA is entitled to charge storage costs equal to 2% of the net invoice value of these products, commencing after one (1) month for each month or part of a month of delayed delivery, or a sum of € 50 (excluding VAT), whichever is more.
3.6. The Customer shall ensure that it and any third parties it engages (i) provides VelopA with all information and cooperation required or requested for the execution of the contract in a correct, timely and complete manner and (ii) possesses all locally required consents and permits for the execution of the contract, and complies with all locally applicable laws and regulations. If the Customer does not meet these obligations, it will be in default and will be liable for all loss and costs incurred by VelopA as a result.
4.1. VelopA will indicate delivery periods or any other time for performance to the best of its knowledge, but such indication will not be a deadline, unless expressly agreed otherwise.
4.2. In the event of late delivery or compliance, the Customer must warn VelopA in writing, allowing VelopA a reasonable (additional) period of at least fourteen (14) days for compliance. Only if this further period is exceeded, and insofar as no delivery has taken place yet, is the Customer entitled to terminate the contract, on the basis that VelopA has no liability to pay compensation. Termination will be limited to the non-performed part of the relevant contract.
5.1. Unless it indicates otherwise, the prices quoted by VelopA are based on delivery of the products Ex Works (the most recent Incoterms), excluding VAT, assembly and installation costs. If delivery is made in parts, VelopA is entitled to demand payment in instalments.
5.2. If between the time when a contract becomes binding and the delivery of the products, cost-increasing circumstances occur, VelopA is entitled to increase the contract prices accordingly. If such a price increase occurs within three months after the contract has been concluded, the Customer has the right to terminate the contract without charge within one week after VelopA’s notice of the increase.
6.1. The Customer must pay the amounts invoiced by VelopA within thirty days after the invoice date, without deduction or setoff, and without suspension due to any (alleged) default of VelopA. Unless otherwise agreed, VelopA is entitled to invoice its products and services upon delivery or, in the event of a delay in delivery attributable to the Customer, from the time when VelopA could have made delivery.
6.2. Payment: 100% immediately upon ordering, unless agreed otherwise.
6.3. In the event of late payment, the Customer must reimburse VelopA for all judicial and extrajudicial collection costs reasonably incurred, including the costs of collection agencies, as well as the actual costs incurred and the fees of bailiffs and lawyers, even if these exceed the legal costs that would be awarded by a court. The extrajudicial collection costs are at least 15% of the amount owed by the Customer.
6.4. VelopA is at all times entitled to demand security or prepayment from the Customer with regard to the payments due to VelopA. Until this requested security has been provided by the Customer, VelopA is entitled to suspend performance of the contract.
7.1. VelopA retains ownership of all products delivered under all contracts with the Customer until the Customer has paid VelopA all that it owes VelopA for products delivered or to be delivered, or for work carried out or to be carried, out under such contracts, as well as for other breach of performance of such contracts. VelopA is entitled to unfix products with regard to which it invokes its right of retention from the ground or from other goods to which they are connected, and to repossess them. The Customer will not make any claim for accession.
8.1. The Customer must check the delivered goods for visible damage and deficiencies immediately upon delivery.
Any visible damage or deficiency identified upon delivery must be indicated by the Customer on the packing slip. Any other damage or deficiency must be reported in writing by the Customer to VelopA within seven (7) days after the Customer has discovered or ought to have discovered the damage or deficiency, but at the latest within thirty (30) days after using the product in question. Other defects in products and/or services must be reported in detail in writing by the Customer to VelopA within seven (7) days after the Customer has discovered or ought to have discovered the defect, but at the latest within the applicable warranty period or - in the absence thereof - within one year after delivery. Late or incorrect notification of damage, deficiency or other defect shall result in the forfeiture of all rights in that respect.
8.2. If a complaint is justified and made in time, the Customer is only entitled - at VelopA’s discretion - to free delivery of replacement products or of the defective parts of the products in question or to a refund of the compensation received by VelopA for the product in question, under the condition that - if so required by VelopA - the defective products are returned to VelopA at the expense of VelopA. If a complaint regarding assembly or installation work or other services performed by VelopA is justified and made in time, the Customer is only entitled - at VelopA’s discretion – to (i) the repair of the defect, or (ii) the refund of the amount that can reasonably be attributed to the part of the performance in which VelopA is in breach.
8.3. If VelopA incurs costs in connection with an unjustified or late complaint, the Customer must reimburse these costs.
9.1. VelopA will ensure as far as possible that the most recent product specifications and maintenance instructions pertaining to the delivery agreed between the Customer and VelopA are available on its website.
9.2. VelopA reserves the right to make minor changes to its products. Colour and form deviations compared to the product description in the catalogue or on the VelopA website that do not materially affect the quality and function, as well as minor deviations in weight and dimensions, do not constitute a non-conformity and cannot justify any complaint.
9.3. Unless otherwise agreed, VelopA guarantees the soundness of the construction and the material of the delivered products for a period of five (5) years after delivery. Wood, bamboo and plastic parts have a guarantee period of two (2) years after delivery. For the coating on metal, glue and sealant, lacquer and wood stain, moving parts and electronic parts, there is guarantee period of one (1) year after delivery.
9.4 The guarantee referred to in this article does not apply to defects not caused by VelopA or - if applicable - its manufacturer, to material and construction defects caused by inappropriate or incorrect use, to normal wear and tear, unsuitable location due to high salt concentrations or high humidity, to damage caused by vandalism in the broadest sense, to incorrect installation or assembly not carried out by VelopA, to products that have been altered or repaired by the Customer or third parties, or to failure by the Customer to carry out the maintenance prescribed by VelopA, or is other failure to maintain.
9.5. A product that meets the product specifications referred to in this article and a guarantee provided by VelopA is considered to be in compliance with the contract. In the event that a product does not comply, the provisions set out in Articles 8 and 10 shall apply.
10.1. In the event that VelopA is liable for loss suffered by the Customer in connection with any contract and VelopA is insured for such loss, its liability for such loss shall be limited to the amount actually paid out by its insurer, plus the excess.
10.2. The total liability of VelopA for loss related to any contract, regardless of its basis, and for which it is not insured, is always limited to the amount that was or could have been charged for the performance causing the loss (excluding VAT), up to a maximum of € 25,000.
10.3. VelopA is not liable for consequential loss, namely loss of turnover, loss of profit, stagnation loss, loss resulting from third-party claims, or loss of future income capacity.
10.4. VelopA will not be liable for loss if the Customer has the possibility to recover this loss from a third party or its insurance company.
11.1. VelopA delivers its products unassembled with assembly instructions. If the Customer wishes VelopA to assemble (and, if necessary, install) the products on site, VelopA will make a separate offer based on a site visit by VelopA and/or a list of questions answered by the Customer pursuant to this visit, including questions about the substrate and accessibility.
11.2. The installation price only relates to goods not more than 10 meters manually moved and the assembly/placement of the offered products; dispose of sand/soil etc., ground and paving work - both before and after assembly and installation - are not included, unless otherwise stated in the specification provided by VelopA.
11.3. VelopA’s quotation is based on assembly/installation on ready-to-build ground. Unless otherwise specified by VelopA, ready-to-build ground means (i) that the top and subsoil (up to a depth of 500 mm) are free of obstacles (including vegetation, higher water level than 600 mm below ground level, pipes, cables, debris, dangerous substances, etc.) and (ii) that a sand layer of sufficient thickness (at least 200 mm) is present where concrete footings are to be placed.
11.4. The Customer shall ensure (i) that the land is ready for construction and suitable for installation of the products, (ii) that when the products are unloaded, and prior to and/or during assembly and installation, an authorized person is present who can indicate the exact location and is authorized to approve any additional work and sign for delivery, (iii) that there is sufficient sand for pouring around the concrete feet and/or against paving, (iv) that excess sand and soil is removed, (vi) that, in proper consultation with VelopA, the assembly work can be carried out safely without disturbance by or danger to any third party, and (vii) that it possesses all permits, permissions and notifications from the local authorities required for the assembly/installation.
11.5. It must be possible for assembly trucks and any lorries to drive up to and alongside the work or assembly site. A free working space of 2.5 meters in circumference must be guaranteed.
11.6. If this is not available, delays and additional work will be necessary due to possible changes to or deployment of (extra) manpower. At the start of the assembly work, the user’s team leader shall immediately inform the authorized representative of the other party accordingly.
12.1. Without prejudice to its statutory rights, VelopA is entitled to suspend the further execution of all contracts with the Customer, or to terminate all contracts with the Customer with immediate effect, in whole or in part, if the Customer applies for a moratorium or liquidation, or if the Customer is declared insolvent, or if VelopA suspects on other reasonable grounds that the Customer will not meet its obligations.
12.2. Any default by the Customer entitles VelopA to suspend performance of its obligations or to terminate the contract, with the proviso that insofar as performance is not temporarily or permanently impossible, the Customer must be in contractual breach with regard to the relevant default before VelopA can terminate the contract.
12.3. If VelopA terminates the contract, everything claimable by VelopA from the Customer becomes immediately due and payable.
13.1. The ownership of and all intellectual property rights relating to the products and drawings etc. supplied by VelopA shall at all times remain with VelopA or its suppliers, unless expressly agreed otherwise in writing.
13.2. The Customer is expressly prohibited from reproducing, disclosing or exploiting the products of VelopA or its suppliers in the broadest sense of the word, with or without the involvement of third parties, except with the written permission of VelopA.
13.3. VelopA shall indemnify the Customer against any claim based on an alleged infringement of an intellectual or industrial property right with regard to products originating from VelopA, provided that the Customer (i) immediately notifies VelopA of a claim in writing, (ii) leaves the handling of the matter entirely to VelopA and cooperates fully with VelopA, and (iii) does not make statements, promises, acknowledges rights or facts without the prior written consent of VelopA.
13.4. If it the claim is found to be justified, VelopA shall choose either to ensure that the Customer obtains the right to continue to use the products, or to modify the products in such a way that they no longer infringe others’ rights, or to replace the products. If in the reasonable opinion of VelopA none of the above solutions are possible, the infringing products will be taken back under such conditions as are agreed.
13.5. The indemnity set out in this article does not apply if the claim is the result of the use of the products in combination with other products not originating from VelopA.
13.6. Under no circumstances will VelopA incur more far-reaching obligations or liability with regard to infringement of an intellectual or industrial property right than described in this article.
14.1. Every contract between VelopA and the Customer is governed by Dutch law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention).
14.2. All disputes arising from or related to offers made by VelopA or contracts entered into with VelopA will be settled exclusively by the competent court in The Hague, the Netherlands.
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