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Verkaufs- und Lieferbedingungen Bevo International B.V.

Article 1. Definitions.

In these general terms and conditions, the following definitions are used:
  • BVI: the company with limited liability Bevo International B.V., located and holding office in (5465 TG) Veghel, at Doornhoek 4205, The Netherlands, registered in the commercial register of the Chamber of Commerce under number 17188246, reachable by telephone: +31 (0)413 747383, website: www.bevo.com/de-ch; e-mail address: info@bevo-international.com ;
  • Consumer: the end user in the form of a natural person who is not exercising a profession or acting on behalf of a company;
  • Day: calendar day;
  • Client: who issues the order to BVI;
  • Remote agreement: an agreement where, within the framework of a system organized by BVI for remote sales of products and/or services, until the conclusion of the agreement, exclusively means of remote communication are being used without the Client and BVI having met in person in the same room.

Article 2. Applicability.

Unless explicitly stated and/or agreed upon otherwise, these general terms and conditions apply to all, offers, quotations, deliveries and agreements to deliver products by BVI to the Client. Upon request a copy will be sent free of charge. The general terms and conditions are also available as a download at www.bevo- international.com. In case a stipulation from the agreement contradicts a stipulation from these general terms and conditions, the stipulation from the agreement will take precedence.

Article 3. Installation and operating instructions.

  1. If applicable to the products of BVI in question, the Client is obligated to fully respect the installation instructions as received from BVI and/or to impose them on their installer or, if the Client does not employ an installer, to his Client/buyer with the obligation to have them imposed on the final installer.
  2. The Client is obligated to fully respect the operating instructions as received from BVI and/or to impose them on the consumer or, if the Client does not supply directly to the consumer, to their Client/buyer with the obligation to impose the operating instructions on the consumer.
  3. The consequences of not (fully) imposing the abovementioned installation and operating instructions are at the full and sole risk and responsibility of the Client.

Article 4. Offers.

Unless explicitly mentioned otherwise in the offer, all offers and quotations are free of any engagement and can be recalled by BVI within two working days after having been accepted by the Client. If an offer or quotation has a limited period of validity or is concluded under conditions, this will be explicitly mentioned in the agreement. Should this be forgotten by mistake, the offer or quotation has a period of validity of 31 days from the date as mentioned in the offer. Offers made by BVI may include: concepts, drawings, designs, samples, descriptions, images, measurements and similar, as well as any possible annexes and documents relating to the offer. Apparent mistakes or errors in the offer are not binding for BVI. Unless otherwise agreed upon, BVI retains the copyrights, as well as all other rights of intellectual property of the concepts, sketches, images, drawings, models, digital files, programs and offers/quotations provided. These documents and products remain the property of BVI or its suppliers and may not be copied, shown to third parties, reverse engineered or used in any other way without explicit written consent, regardless of whether the Client has been invoiced any costs regarding those documents and products. The Client is held responsible to return these documents and/or products to BVI at first request on penalty of € 175.- per day. The designs shown are merely an indication, without the actual supplied product having to meet the specifications. Upon request of the Client, BVI will implement all modifications as indicated by the Client, provided they are reasonably feasible and with the right for BVI to invoice a supplement to the Client.

Article 5. Conclusion of the agreement.

  1. An agreement with BVI will only be concluded when BVI has accepted the order supplied to BVI in writing. An agreement will be considered concluded at the moment when BVI has sent an order confirmation. An agreement will also be considered concluded at the moment when BVI has commenced its execution.
  2. In case the Client has accepted the offer electronically, BVI will immediately electronically confirm the reception of the acceptance of the offer. As long as the reception of the acceptance has not been confirmed by BVI, the Client has the right to annul the agreement.
  3. The (order) confirmation sent by BVI to the Client will be considered to fully and correctly display the content of the concluded agreement. The Client is expected to agree with the order confirmation, unless the Client has informed BVI in writing that the Client does not agree with its content within two days following the date of the order confirmation.
  4.  Any additional agreements and/or commitments made by employees of, or in name of BVI and/or other persons who act as representative, are only binding if those agreements and/or commitments have been confirmed in writing by an authorized delegate of BVI.

Article 6. Right of revocation consumers.

  1. At the moment of purchase of the products, the Client, being a consumer, has the possibility to revoke a remote agreement during the next 14 days without having to give a reason. This term starts on the day of reception of the products by or on behalf of the consumer or by a representative as indicated beforehand by the Client and announced to BVI.
  2. Paragraph 1 does not apply in case of: (a) products manufactured according specifications of the Client, that have not been prefabricated and that are manufactured based on the individual choices or decisions of the consumer; (b) products that are clearly meant for a specific person; (c) products that have been irrevocably mixed with other objects after delivery; (d) products of which the price is bound to fluctuations of the financial markets that cannot be controlled by BVI.
  3. During the 14-day term as mentioned in Article 6, paragraph 1, the consumer will handle the products as well as their packaging with care. He will only open the packaging to the extent necessary to determine whether he wishes to keep the product. In case he wishes to invoke his right of revocation, he will return the product with all the supplied accessories and in its original state and packaging to BVI, according to the instructions supplied by BVI.
  4. In case the consumer invokes his right of revocation as mentioned in paragraph 1, the return costs are at the expense of the consumer. In case the consumer has already paid a certain amount, BVI will reimburse the amount in question as quickly as possible, but at the latest within 14 days following the revocation or the return. In case BVI arranges the return shipment itself, BVI will reimburse the beforementioned amount minus the costs incurred for the return shipment.

Article 7. Prices.

  1. All prices are exclusive of VAT and, unless explicitly agreed upon otherwise and in writing, FCA Veghel (INCO Terms 2020), excluding packaging, transportation and other costs.
  2. The prices as mentioned in quotations, agreements and order confirmations are based upon the cost factors applicable at the time of the conclusion of the agreement, such as exchange rates, manufacturer prices, prices of (raw) materials, labor and transportation costs, insurance rates, taxes, import duties and other governmental levies.
  3. In case of any increase of one or more of the cost factors after the day of the conclusion of the agreement, but before the day of delivery, BVI retains the right to invoice those price increases to the Client. BVI also retains the right to fully or partially annul the agreement extrajudicially. The Client has the right to extrajudicially annul the agreement starting from the day of the price increase.

Article 8. Delivery and shipment terms.

  1. As long as BVI does not have all the details necessary for the execution of the agreement, all mentioned delivery terms are invalid.
  2. The delivery times as indicated by BVI are only an indication and are never a final date. The delivery times are determined with the expectation that BVI is not hindered during the delivery. Should the delivery times be exceeded, the Client will be informed as quickly as possible. Exceeding the delivery time as a result of factors for which BVI cannot be held accountable, are no grounds for annulment and/or indemnification. In case – contrary to the abovementioned – the individual agreement explicitly includes a penalty for exceeding the delivery time, this penalty is not due if the delivery time was exceeded as the result of force majeure.
  3. Delivery is done FCA Veghel (INCO Terms 2010), where the products are stored by BVI, unless explicitly mentioned otherwise in the agreement. The risk is transferred to the Client at the moment when the goods have been placed under the custody of the carrier.
  4. BVI supplies piece goods as indicated on the specification and/or invoice.
  5. In case the delivery is done in parts, BVI retains the right to consider every delivery a separate transaction.
  6. The Client is held to collect the products within the agreed delivery time. Failing that, BVI retains the right to demand payment of the purchase price (of the non-collected part) without proof of default. In case the Client remains in default regarding payment of the purchase price, the products will be considered delivered. BVI will store the products at the risk and expense of the Client, where the Client becomes responsible for these costs. In case no delivery term has been agreed upon, the abovementioned remains valid if the products have not been collected within one month after an invitation to the Client by BVI.

Article 9. Warranty.

  1. Additional to these General Terms and Conditions, warranty terms apply to the products supplied by BVI, which can be made available in writing, together with the installation (if applicable) and operating instructions as mentioned in Article 3. The Client is obligated to impose the received warranty terms on the consumer, or, if the Client does not deliver directly to the consumer, to its Client/purchaser with the obligation to impose the warranty terms on the consumer.
  2. The warranties resulting from the mentioned warranty terms are void if:
  • (a) the warranty claim was not immediately transmitted to BVI (i.e. at the latest 14 days after discovery) by registered mail, including one or multiple images as well as a clear and accurate description of the warranty claim, including the order and invoice number;
  • (b) the Client does not or not fully cooperate and/or provide the information necessary to determine the merits of the warranty claim;
  • (c) invoking of the warranty claim is the result of: (i) not (fully) complying with the installation and/or operating instructions or not observing them in a timely manner; (ii) intentional damages and/or destruction and misuse; (iii) mechanical defects to objects not supplied by BVI; (iv) modifications to the products implemented by the Client and/or the consumer; (v) repairs to the products by persons not authorized by BVI; (vi) not (fully) complying with the instructions of the producer and/or BVI and/or the installer or not complying with those instructions in a timely manner; (vii) improper installation or connection of the products; (viii) force majeure; (ix) osmosis;
  • (d) the Client did not correctly transport, place, install, treat, use, store or maintain the products or if the Client has used or treated the products under circumstances or for purposes other than intended by BVI;
  • (e) the application of the use of the products regarding which the complaints were issued can be continued by the Client;
  • (f) the Client did not fulfill all its obligations in regard to BVI.

Article 10. Defects.

  1. The Client is obligated to immediately and thoroughly inspect the products upon delivery for any defaults and to, in case of defects, immediately inform BVI (i.e. at the latest 14 days after discovery). This must be done by registered mail, including one or multiple images as well as a clear and accurate description of the complaint, including the order and/or invoice number on which the products have been delivered/invoiced. If the Client does not immediately inform BVI of any defects that could have been noticed during a (thorough) inspection, the Client is considered to agree with the state in which the products were delivered, forfeiting all his rights. BVI also retains the right to declare the delivery accepted if late notice of any defects does not harm its interests.
  2. The Client is responsible for the correctness and the completeness of the data provided to BVI. The Client must take into account any usual clearances and minor modifications to products supplied by BVI regarding i.e. data, measurements, authenticity of color, as mentioned in the offer, and what is considered to be a part of the offer as stipulated in Article 4. The products supplied by BVI may differ from their descriptions without it being considered a defect if and insofar it concerns small deviations in size, quantity and minor alterations, this at the sole discretion of BVI.
  3. It shall not be considered a defect if:
  • (a) BVI has not been informed about the defect within the term as set in paragraph 1 and/or by the means indicated;
  • (b) the Client does not or not fully cooperate and/or supply the information necessary to determine the merits of the complaints;
  • (c) the defects are the result of: (i) not (fully) observing the installation and/or operating instructions or not complying with them in a timely manner; (ii) intentional damage and/or destruction; (iii) mechanical defects to objects not supplied by BVI; (iv) not (fully) complying with the instructions of the producer and/or BVI or not observing them in a timely manner; (v) force majeure; (vi) osmosis;
  • (d) the Client did not correctly transport, place, install, treat, use, store or maintain the products or if the Client has used or treated the products under circumstances or for purposes other than intended by BVI;
  • (e) the application of the use of the products in regard to which the complaints were issued can be continued by the Client;
  • (f) the Client did not fulfill all its obligations in regard to BVI; g. BVI did not fulfill all its obligations in a timely manner.

Article 11. Consequences in case of warranty and/or defect.

  1. The Client must give BVI the opportunity to investigate the warranty claim and/or the defect determined by the Client or to have them investigated. The costs incurred by BVI are for the expense of the Client if the warranty claim proves to be incorrect and/or if there is no defect. In case it is impossible to determine if the claim is correct or if the claim proves to be partially incorrect, the costs will be borne proportionally by BVI and the Client.
  2. In case the warranty claim and/or if the defect is proven to be correct, at the sole discretion of BVI, BVI has the choice to repair the supplied products, to pay an indemnification with a maximum of the amount on the invoice or to replace the supplied products free of charge (by new products or by nearly new products as long as their functionality is at least equal to the product to be replaced) after the products have been returned in their original state, or to provide an adequate solution in consultation with the Client, which can never lead to (taking into account Article 12) any liability for more than the originally invoiced amount.
  3. If the supplied products are replaced, BVI will take care of the delivery of the replacement products to the location as stipulated in Article 5. The Client is obligated to provide the defective products at the disposal of BVI at the same location, in such a way that BVI can immediately transport the products. Time spent (and thus costs) to remove and/or relocate the defective part and to locate and/or install the new/repaired part is not covered under this warranty. Any costs incurred by BVI in this regard are at the expense of the Client.
  4. Defects do not constitute a right for the Client, not being the consumer, to annul the agreement and/or to suspend his obligations.

Article 12. Liability.

BVI can only be held liable for direct damages caused by accountable shortcomings on behalf of BVI regarding the fulfillment of any of its obligations in regard to the Client. Direct damages include:
  • (a)the reasonable costs incurred by the Client – after BVI has been in default as a result of Article 11.2 – in order to get the performances of BVI in line with the agreement. These costs will not be reimbursed if the Client has annulled the agreement;
  • (b)the reasonable costs incurred by the Client – in case BVI is in default – to determine the cause and the size of the damages, insofar the determination relates to direct damages in the sense of these general terms and conditions;
  • (c) the reasonable costs, incurred to prevent or to limit damages, insofar the Client can prove that those costs have led to limiting the direct damages in the sense of these general terms and conditions.
  • (d) BVI can never be held liable for damages, direct or indirect, caused by:
  • i. one or more of the grounds included in Articles 9.2 and 10.3;
  • ii. water damage and costs incurred for removing and/or (re)installing a pool, including the costs for emptying and filling the pool;
  • iii. acts or failures to act by the Client, his subordinates or anyone working for or on behalf of the Client;
  • iv. the supply of incorrect and/or incomplete information by the Client.

BVI can only be held liable for damages to property of the Client that has been put at its disposal within the framework of the agreement. BVI cannot be held liable for these damages if they are the result of exceptional circumstances, against the results of which BVI could not be expected to take measures and it would be unreasonable to invoice the costs to BVI, considering the nature of the activities and the standards in vigor in the branch. BVI cannot be held liable for damages to any other objects and properties of the Client.

BVI cannot be held liable for negligence, carelessness or wrong actions by third parties employed by BVI for the execution of the agreement.

Any consequential or business damages or any other indirect damages, explicitly including damages caused by the removal of the supplied products, water damage not directly caused by a defect to the supplied products, immaterial damages, loss of profit, missed savings, business interruptions and relating damages will not be reimbursed.

The cumulated maximum liability for BVI, on whichever legal grounds, is always limited to the amount on the invoice.

The Client will safeguard BVI against all third-party claims that are in any way related to the agreement, including any costs incurred by BVI related to the agreement.

Article 13. Return shipments.

Return shipments are only possible after prior written consent by BVI. Employees of BVI do not have the right to receive return shipments without prior written consent. The quality and quantity of the products will be checked by BVI upon return and based on that check, a possible partial reimbursement will take place, but only under the following conditions:
  • (a) products which have been returned and which were invoiced more than 3 months ago, will be reimbursed at a maximum value of 80% of the original amount on the invoice, based on their quality and quantity;
  • (b) products which have been invoiced more than 1 year ago, will not be reimbursed;
  • (c) products that have been ordered upon special request by the Client and/or consumer cannot be returned. Return shipments are done at the risk of the Client. BVI cannot be held responsible to return abovementioned return shipments, except within the frame of repairs.

Article 14. Reservation of title and security.

As long as the Client has not completely fulfilled all his obligations in regard to BVI, including due interests and/or collection costs, the supplied products will remain the property of BVI. In case the products supplied by BVI have been processed and or treated, the newly created object will be considered the property of BVI until the Client has fulfilled all his obligations in regard to BVI. Without the knowledge and prior written consent of BVI, the Client does not have the right to pawn or to hypothecate the supplied products to third parties or to transfer their property rights and they will remain the property of BVI until the Client has completely fulfilled his payment obligations to BVI. In case the Client does not fulfill one or more of his obligations resulting from the agreement regarding the sold products or the activities to be executed in regard to BVI, the latter retains the right to take back the products, both the originally supplied products as well as the newly created products, without proof of default. The Client authorizes BVI to enter the location where the products are stored. BVI will transfer the rights of property to the Client at the moment when he has fulfilled all his payment obligations resulting from this and similar agreements, with the exception of BVI’s right of distraint for the purpose of any other claims BVI has in regards to the Client. At first request, the Client will fully cooperate with BVI regarding all actions necessary within this framework.

Article 15. Payment.

  1. Payment must be done in Euro, without any deductions or discounts, via bank transfer to an account specified by BVI.
  2. In principle, delivery is done after the payment has been completed. In case of payment after delivery, the payment must be completed within 30 days after the date of delivery, unless explicitly agreed upon otherwise. In case of a bank transfer, the day the account of BVI has been credited will count as date of payment.
  3. In case the Client does not (completely) fulfill his payment obligations in a timely manner, the Client is in default without the need for proof of default. In that case, BVI retains the right, if and insofar there is a correlation between the non-observance by the Client, to suspend the observance of all other commitments of BVI in regard to the Client, including delivery, without prejudice to all other rights of BVI. BVI retains the right to demand payment before delivery of any of the products still to be delivered or to demand a guarantee of payment in a timely manner. BVI also retains the right to extrajudicially annul the agreement, after which the Client must return all supplied products or otherwise undo the activities performed by BVI, without prejudice to the right of BVI to demand indemnification.
  4. In case of late and/or incomplete payment, the Client will owe a late-payment interest equal to 1,5% per month. In that case, all claims by BVI are immediately and fully due. In case BVI, as a result of the non- payment by the Client, is forced to engage a third party for the collection of the amount due, any costs, both judicial as well as extrajudicial, including costs for a demand for bankruptcy, will be at the expense of the Client. The extrajudicial collection costs are at least 15% of the total amount (including VAT) with a minimum of € 40.
  5. In conformity with Article 6:44 of the Dutch Legal Code, payments first count towards any costs as mentioned in Article 3, then towards the incurred interest and finally towards the total amount and the accrued interest.
  6. In case the financial position of the Client noticeably deteriorates after concluding the agreement but before delivery of the products, BVI retains the right to fully or partially extrajudicially annul the agreement or to modify the payment terms.

Article 16. Force majeure.

  1. In case BVI cannot, not adequately or in a timely manner, fulfill its delivery obligations as a result of force majeure, BVI retains the right to extrajudicially annul the agreement or the part of the agreement that has not yet been executed, or to suspend its execution for a determined or undetermined period of time, at its own discretion. In case of force majeure the Client does not have the right to claim an indemnification from BVI. BVI cannot be held liable for damages and the Client does not have the right to (extrajudicially) annul the agreement.
  2. Besides the definitions provided by the law and the jurisprudence, force majeure includes all external causes, foreseen or unforeseen, which BVI cannot influence, but as a result of which, BVI is unable to fulfill its obligations, including walkouts in the company of BVI or of third parties. BVI also retains the right to claim force majeure in case the circumstance which impedes the (further) fulfillment of the agreement occurs after the moment BVI was supposed to have fulfilled its obligations.

Article 17. Annulment.

In case the Client does not, or not adequately or not in a timely manner, meet all his obligations towards BVI, as well as in case of (a request for) bankruptcy, (a request of) suspension of payment, cessation or liquidation of (the company of) the Client, he will be legally considered to be in default and BVI retains the right, at its discretion and without any form of proof of default and without legal intervention, to (i) suspend the execution of the agreement, (ii) annul the agreement extrajudicially, or (iii) to demand full payment of any outstanding amounts still owed by the Client to BVI, without BVI being held to any form of indemnification or warranty and without prejudice to any of its other rights.
Full or partial annulment by the Client is done through a written declaration to BVI. Before the Client sends a written declaration of annulment to BVI, the Client must at any time first serve notice to BVI and offer a reasonable term to fulfill its obligations or to rectify any shortcomings, which the Client must clearly describe at the time of notice. In case BVI is unable to fulfill its obligations after a partial delivery, the Client does not have the right to fully annul the agreement. The Client does not have the right to fully or partially annul the agreement in case the Client has already been in default regarding its obligations. In case BVI agrees to annul the agreement without being in default, BVI retains the right to an indemnification for any material losses, such as any costs, lost profit and reasonable costs incurred in order to determine the damages and liability.
In case of a partial annulment, the Client cannot claim the annulment of any of the obligations that have already been fulfilled by BVI and BVI retains the right to full payment for any and all of the services already provided.

Article 18. Settlement of disputes and applicable law.

All agreements are subject to Dutch law, to the exclusion of the Vienna Sales Convention. Any disputes between BVI and the Client or buyer resulting from an agreement as concluded between the two parties will, in principle, be treated by the competent judge of the district of the place of business of BVI at the time such a dispute arises.

Article 19. Personal data.

BVI will only use the personal data of the Client in accordance with its own privacy policy, which can be found at www.bevo.com/de-ch/datenschutz. In doing so, BVI respects the applicable privacy regulations and legislation.

Article 20. Producer.

BVI is not a producer as described in Article 6:187 of the Dutch Civil Code.