On this page you will find the general sales terms and conditions of SafetyPro Trainingen BV.
Article 1. Applicability
1. These general sales terms and conditions apply to all our offers and to all agreements we enter into for the delivery of goods to our buyers.
2. Where these general terms and conditions refer to the "buyer", this means any natural or legal person who stands in a contractual relationship with us under a purchase agreement concluded with us, or who wishes to enter into one. In particular, "buyer" means the party on whose instruction and for whose account goods are delivered.
3. Deviation from the provisions of these general sales terms and conditions is possible only and exclusively if and insofar as this has been expressly agreed in writing.
4. If the buyer also refers to its (own) general terms and conditions, the buyer's terms do not apply. This is only different if and insofar as the applicability of the buyer's terms does not conflict with our general terms and conditions, in which case only the provisions of our terms apply. Any provision to the contrary in the buyer's terms does not affect the foregoing.
Article 2. Quotations and published prices
1. Prices published on our website and/or in our catalogues are, without exception, entirely without obligation.
2. All our quotations must be regarded as invitations to the potential buyer to make an offer. They therefore do not bind us in any way, unless the quotation itself expressly and unambiguously states otherwise in writing. An order given to us constitutes an offer, which is deemed to have been accepted by us only after our written confirmation (the so-called order confirmation).
3. The following form part of the quotations we issue — in particular also with regard to the provisions of the previous paragraph: designs, drawings, models, samples, descriptions, images and the like, as well as any appendices and documents relating to our quotations. All of this remains our property, must be returned to us at our request, and may not be copied and/or handed to third parties without our express written permission. We also reserve all rights that may exist by virtue of intellectual and industrial property.
4. The maximum validity of our quotations is 30 days.
Article 3. Placing an order and formation of the agreement
1. Orders may be placed only in writing (post, fax or email) or via our web shops. We apply a minimum order value of €25 (net value of goods). Orders below this value are increased by a €5 order surcharge.
2. An agreement with us is only formed once we have accepted an order given to us in writing. An agreement is deemed to have been formed at the moment we send the order confirmation.
3. The order confirmation we send to the buyer is deemed to represent the content of the concluded agreement completely and correctly. The buyer is deemed to agree with the content of our order confirmation, unless the buyer notifies us in writing within 8 days of the date of our order confirmation that it cannot agree with the content.
4. Any additional arrangements and/or commitments made by our employees, or made on our behalf by other persons acting as representatives, bind us only if these arrangements and/or commitments have been confirmed in writing by our director(s) authorised to represent us.
Article 4. Prices
1. Our prices are exclusive of turnover tax (VAT) and, unless expressly agreed otherwise in writing, exclusive of transport costs and other costs.
2. Our prices are inclusive of packaging, unless special packaging is prescribed.
3. The prices stated in quotations, contracts and order confirmations are based on the cost factors applicable at the time the agreement is formed, such as exchange rates, manufacturers' prices, raw-material and material prices, wage and transport costs, insurance premiums, taxes, import duties and other government levies.
4. We reserve the right, if increases in one or more of the cost factors occur after the date on which the agreement was formed but before the day of delivery, to charge these increases to the buyer. We are furthermore entitled in such a case to declare the agreement wholly or partly dissolved without judicial intervention being required.
Article 5. Delivery times and terms
1. The delivery times stated by us commence on the day the agreement is formed, provided that all data we require to carry out the order are in our possession. The delivery times stated by us will never be regarded as strict deadlines, unless expressly agreed otherwise in the individual agreement. In the event of late delivery we must therefore be given written notice of default. Where — contrary to the foregoing — a penalty for exceeding the delivery time has been expressly agreed in the individual agreement, this penalty is not payable if the delivery time is exceeded as a result of the cases of force majeure referred to in Article 10 of these general terms and conditions.
2. Unless the order confirmation indicates otherwise, goods are delivered carriage paid when the invoice amount exceeds €500 (say: five hundred Euros). Items weighing more than ten kilograms each, and deliveries to foreign buyers, are delivered ex warehouse unless agreed otherwise. Export and import clearance is arranged by us, but is at the buyer's expense. In all cases the goods travel at the buyer's expense and risk.
3. Unless buyers arrange a carrier themselves, the goods are dispatched by us in the manner we deem favourable, using carriers chosen by us, at the buyer's expense and risk.
4. If a buyer requests delivery of goods in a manner other than the usual one, we may charge the associated costs to the buyer.
5. If delivery takes place in instalments, we are entitled to regard each delivery as a separate transaction.
6. The buyer is obliged to take delivery of the purchased goods within the agreed period. Failing this, we are entitled — at our discretion — on the basis of Article 6:60 of the Dutch Civil Code, to demand that the competent court release us from our obligation to deliver the agreed goods, or to demand payment of the purchase price of the part not taken, without prior notice of default. If the buyer fails to meet its payment obligation, we are entitled to declare the agreement dissolved without judicial intervention. If, in accordance with the above, the buyer is in default and we demand payment of the purchase price, the goods are deemed to have been delivered and we will store the goods at the buyer's expense and risk, against reimbursement of all resulting costs.
Article 6. Complaints by the buyer and returns
1. The buyer warrants the accuracy and completeness of, and is responsible for, the data it has provided to us. As regards the data, dimensions, colour-fastness and the like provided by us in our quotation, or forming part of it under Article 2(3), the buyer must take into account the usual tolerances and minor changes in the goods we deliver. This applies in particular to deviations from the contracted quantity; here too the buyer must allow for the usual tolerances. The goods we deliver may therefore deviate from the description in the order, if and insofar as this concerns small differences in size, differences in quantity and minor changes.
2. Complaints by the buyer relating to externally observable defects in the goods must be brought to our attention by the buyer within seven days of delivery (or within seven days of the invoice date if the goods could not be delivered to the buyer). This must be done by registered letter containing a clear, precise description of the complaint and stating the invoice with which the goods concerned were invoiced. The buyer must carry out a careful and timely inspection.
3. Defects that were not externally observable at the time of delivery, nor could have become apparent on careful and timely inspection, must be brought to our attention by the buyer within seven days after these defects come to light, in the manner stated in paragraph 2. Any right of claim of the buyer against us relating to defects in the goods we have delivered lapses if:
a. the defects have not been brought to our attention within the periods set out in paragraphs 2 and 3 above and/or not in the manner indicated there;
b. the buyer gives us no/insufficient cooperation regarding an investigation into the validity of the complaints;
c. the buyer has not properly installed, handled, used, stored or maintained the goods, or has used or handled the goods under circumstances or for purposes other than those foreseen by us;
d. the buyer continues to apply or use the goods in respect of which the complaints have been made;
e. the warranty period set by the manufacturer has expired.
4. In disputes concerning the quality of the goods we have delivered, the manufacturer concerned will give a binding ruling.
Article 7. Liability
1. Only if the warranty obligations in respect of the goods we have delivered have not been assumed by third parties (such as manufacturers) can the buyer assert (warranty) claims against us. In that case our liability is limited to defects resulting from manufacturing and material faults.
2. In the event of a complaint, if we establish that the complaint is valid as regards quality and that liability as referred to in paragraph 1 also exists on our part, we are obliged only — at our discretion — to provide:
a. (free) repair of defects;
b. delivery of replacement goods or parts, after return of the defective goods or parts;
c. repayment of the purchase price received / crediting of the invoice sent to the buyer, with dissolution of the concluded agreement without judicial intervention, all insofar as the purchase price, the invoice and the agreement relate to the defective goods delivered;
d. payment of compensation, to be agreed with the buyer, in a form other than that referred to above.
3. If the buyer has carried out, or had carried out, repairs and/or modifications to the goods without our prior, express and written permission, every warranty obligation on our part lapses.
4. Save for any obligations of ours under the foregoing, we are never obliged to pay any compensation to the buyer or others, unless there is intent or fault on our part (to be demonstrated by legal means by the party holding us liable). In particular, we are also never liable for consequential or business losses, or direct or indirect damage — however named, including loss of profit and standstill losses — suffered by the client, its subordinates, persons employed by or through it, or third parties, arising from whole or partial (re)deliveries of goods, delayed or defective delivery, failure to deliver goods, or by the goods themselves.
5. The buyer is not entitled to return goods about which no substantiated complaint exists. If this nevertheless occurs without valid reasons, all costs associated with the return are at the buyer's expense. In that case we are free to store the goods at the buyer's expense and risk with third parties. An exception to this is the statutory cooling-off period for distance selling (purchase via one of our internet shops). In that case the following applies: returns only carriage paid to our address, to be notified in advance within seven days, in original, unopened and undamaged packaging.
6. The buyer is obliged to indemnify us against all claims that third parties may assert against us in connection with the performance of the agreement, insofar as the law does not preclude the damages and costs arising from such claims being borne by the buyer.
Article 8. Retention of title and security
1. Goods delivered by us remain our property until the moment of full payment of everything the buyer owes us by virtue of, in connection with, or arising from the goods we have delivered. If we deem it necessary, we are entitled to demand security from the buyer regarding the performance of its obligations.
2. The buyer is not entitled to pledge the unpaid goods, to establish a non-possessory pledge on them, or to establish any other proprietary or personal right in favour of a third party on them.
3. Without prejudice to the provisions set out above in this article, the buyer is permitted to sell the goods to third parties, but only within the framework of its normal business operations and against cash payment. In that case the buyer is obliged to transfer the proceeds to us without delay.
4. If, as a result of processing or treatment by the buyer, our right of ownership in the goods we have delivered is lost, the buyer is obliged, without delay, to establish a non-possessory pledge in our favour on the goods created after the processing or treatment.
5. We are entitled at all times to take possession of the goods that are held by the buyer (or third parties) but belong to us, as soon as we may reasonably assume that there is a real chance that the buyer will not meet its obligations. The foregoing does not affect the rights accruing to us under the general law: in particular, we also retain the right to hold the buyer liable for damages after taking possession of the goods.
6. The buyer is obliged to insure the risk of fire and theft in respect of the unpaid goods and, at our request, to demonstrate this insurance.
Article 9. Payment
1. a. Private individuals (consumers): Payment must be made in Euros, unless agreed otherwise, without any deduction or discount, in cash at the place where we are established or by transfer to a bank or giro account designated by us, in both cases prior to the delivery of the goods concerned.
b. Businesses: Payment must be made in Euros, unless agreed otherwise, without any deduction or discount, in cash at the place where we are established or by transfer to a bank or giro account designated by us, in both cases immediately after the delivery of the goods concerned, or at the latest within thirty days of the invoice date, all this unless expressly agreed otherwise in writing. In the case of payment by bank or giro, the day on which our bank or giro account is credited counts as the day of payment.
2. If the buyer does not make (full) payment on time, the buyer is in default without any further notice of default being required. In that case we are entitled, if and insofar as there is sufficient connection with the buyer's failure to perform, to suspend the performance of all our obligations towards the buyer, without prejudice to all our rights arising under the general law.
3. We are also entitled to require cash payment before delivery of the goods, or security for timely payment, for all deliveries still to be made. We are furthermore then entitled to dissolve the agreement without judicial intervention, in which case the buyer is then obliged to return the delivered goods, or otherwise to undo the performance carried out by us, without prejudice to our right to compensation. If the buyer remains in default of timely payment, the buyer forfeits to us, or to the seller's credit insurer — without any further notification on our part being required — from the due date until the day of full payment, interest equal to the statutory interest plus two percent (2%) per year, calculated on the unpaid amount, which interest is immediately payable without further notice of default. All costs involved in collecting invoiced amounts (including the extrajudicial collection costs) are at the debtor's expense. The extrajudicial collection costs amount to a minimum of 10% of the principal sum, with a minimum of fifty Euros, all exclusive of turnover tax (VAT). If the actual extrajudicial costs incurred are higher than results from the above calculation, the actual costs incurred are due. In addition, all adverse consequences of exchange-rate loss or otherwise arising from late payment or non-payment are at the buyer's expense. In accordance with Article 6:44 of the Dutch Civil Code, payments are applied first to the costs referred to in paragraph 3, then to the accrued interest, and finally to the principal sum and the current interest.
4. If a significant deterioration occurs in the buyer's financial position after the agreement is formed but before delivery of the goods, we are entitled to refrain wholly or partly from further performance of the agreement, or to demand a change to the payment terms.
5. The seller may transfer its claims arising from all transactions to a credit insurer of its choice.
Article 10. Force majeure
Force majeure means any circumstance beyond our control of such a nature that compliance with the agreement cannot reasonably be required of us (non-attributable failures in performance). Force majeure also includes: war, terrorism, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, shortage of raw materials, prevention and interruption of transport options, disruptions in our business, import and export restrictions or prohibitions, and obstacles caused by measures, laws or decisions of international, national and regional (government) authorities. If, due to force majeure, we cannot fulfil our delivery obligation, or cannot do so properly or on time, we are entitled to regard the agreement, or the part not yet performed, as dissolved, or to suspend it for a definite or indefinite period, at our discretion. In the event of force majeure, the buyer cannot hold us liable for damages.
Article 11 – Applicable law and competent court
Dutch law applies exclusively to the legal relationship between buyer and seller. Disputes arising from agreements to which these terms and conditions apply will be submitted exclusively to the competent court in Amsterdam.