General terms and conditions of sale and delivery

Article 1. Applicability

1.      These general terms and conditions apply to all offers and agreements, execution of assignments and deliveries of Holland Electronics B.V.: DutchMart.nl.
2.      In these terms and conditions, "customer" means the professional buyer or client, or anyone who acts in the exercise of his profession or business with Holland Electronics B.V.: DutchMart.nl who enters into or wants to enter into an agreement, or for whom Holland Electronics B.V.: DutchMart.nl makes an offer or performs a delivery or performance. In the event that there are several customers who together give an order or place an order, they are jointly and severally liable to Holland Electronics B.V.: DutchMart.nl for payment of the (counter)performance, regardless of the name of the invoice.
3.      If Holland Electronics B.V.: does not always require strict compliance with these terms and conditions DutchMart.nl, this does not mean that these conditions would not apply or that Holland Electronics B.V.: DutchMart.nl would lose the right to demand strict compliance with these conditions in future, whether or not similar cases.
4.      If any provision of these terms and conditions is not valid or applicable for any reason, these terms and conditions shall otherwise remain in force.
5.      Holland Electronics B.V. expressly rejects the applicability of additional and/or deviating clauses – including any general terms and conditions of the customer – DutchMart.nl. Such clauses bind Holland Electronics B.V.: DutchMart.nl only insofar as they have been expressly accepted in writing by Holland Electronics B.V.: DutchMart.nl.
6.      In these terms and conditions, 'in writing' means: by letter, by fax or by electronic means.
7.      Insofar as these terms and conditions are also drawn up in a language other than Dutch, the Dutch text is always decisive in the event of differences.

Article 2. Offers

1.      All offers, quotations and quotations made by Holland Electronics B.V.: DutchMart.nl offers, quotations and quotations, in whatever form, are without obligation, even if a term for acceptance has been set in the offer and are based on the data, designs, drawings, and data derived from them.
2.      By Holland Electronics B.V.: DutchMart.nl price lists, brochures, printed matter, etc. provided are subject to change and do not count as quotations.
3.      Holland Electronics B.V.: DutchMart.nl reserves the right to refuse orders without giving reasons, to deliver them only cash on delivery, or to demand payment in advance.

Article 3. Agreement

1.      An agreement is concluded after Holland Electronics B.V.: DutchMart.nl has confirmed an order or assignment in writing. The order or order confirmation is deemed to accurately and completely reflect the agreement, unless the customer objects to this in writing within two (2) working days after dispatch by Holland Electronics B.V.: DutchMart.nl of the order or order confirmation.
2.      For deliveries for which no order confirmation is sent due to the nature and/or size, the invoice also counts as an order confirmation. This is deemed to reflect the agreement correctly and completely, unless the customer protests in writing within two (2) working days after the invoice date.
3.      Agreements are always entered into under the suspensive conditions, that the information obtained by Holland Electronics B.V.: DutchMart.nl to Holland Electronics B.V.: DutchMart.nl' opinion shows sufficient creditworthiness of the customer.
4.      Additions and changes to an agreement bind Holland Electronics B.V.: DutchMart.nl only insofar as theyhave been confirmed in writing by Holland Electronics B.V.: DutchMart.nl.
5.      Holland Electronics B.V.: DutchMart.nl is authorized, if it deems this necessary or desirable, to engage third parties for the correct execution of the order or assignment given to Holland Electronics B.V.: DutchMart.nl. The costs of this will be passed on to the customer in accordance with the quotations provided.

Article 4. Praise

1.      Unless otherwise agreed in writing, all prices and rates are in euros, excluding VAT and transaction costs.
2.      The prices are based on the prices, rates, wages, taxes, duties, charges, etc. existing during the offer. In the event of an increase in one or more of the cost price factors after the conclusion of the agreement, Holland Electronics B.V. is: DutchMart.nl entitled to increase the price accordingly in all reasonableness. Such a price increase does not give the customer the right to dissolve the agreement.
3.      The prices are always exclusive of levies that may or may not be levied by the government in connection with the sale or use of goods to be delivered by Holland Electronics B.V.: DutchMart.nl goods to be delivered, including environmental taxes, disposal fee and packaging schemes. Holland Electronics B.V.: DutchMart.nl is entitled to pass on the relevant levies and costs to the customer.
4.      In the event of an agreement in which there are periodically due amounts, Holland Electronics B.V.: DutchMart.nl is entitled to adjust the prices and rates by means of a written notification and with due observance of a period of one (1) month. If the customer does not agree with the changed prices and/or rates, he is entitled to terminate the agreement in writing within seven (7) days of receipt of the said notification by the date stated in the notification on which the price or rate change would take effect. Termination does not affect the customer's obligations to pay the consideration for the period up to the aforementioned planned effective date.

Article 5. Complaints

1.      The customer, or a third party acting on his behalf, must immediately (after receipt) accurately check the goods delivered by Holland Electronics B.V.: DutchMart.nl: and examine whether the goods comply with the agreement.
2.      Complaints about defects with regard to the goods delivered in whole or in parts must be notified in writing to Holland Electronics B.V.: DutchMart.nl within two (2) working days after delivery, stating the delivery or invoice number of the shipment in question, failing which any right of the customer in this regard has lapsed. Commissioning of the goods counts as acceptance. If it concerns an externally invisible defect, the customer is obliged to submit complaints about the delivered by Holland Electronics B.V.: DutchMart.nl within eight (8) days after the discovery of the defect, but in any case within fourteen (14) days after delivery in writing to Holland Electronics B.V.: DutchMart.nl.
3.      The customer shall provide all cooperation necessary for the investigation of the complaint, including by Holland Electronics B.V.: DutchMart.nl to give the opportunity to investigate all relevant circumstances associated with the complaint and the matters complained about at the disposal of Holland Electronics B.V.: DutchMart.nl keep. If the customer does not cooperate or otherwise investigation is not (or no longer) possible, the complaint will not be processed and the customer has no claims in this regard. If the complaint is upheld, the costs of the investigation for Holland Electronics B.V.: DutchMart.nl. In the event of unfoundedness, the costs shall be borne by the customer.
4.      The customer cannot derive any rights from handling a complaint. Complaining does not give the customer the right to fulfil his (payment) obligations towards Holland Electronics B.V.: DutchMart.nl, or to invoke suspension or set-off.
5.      The customer is obliged to immediately cease the use, processing, processing and/or installation of the goods in question and furthermore to do everything reasonably possible to prevent (further) damage.
6.      Provided that a complaint has been made in a timely, correct manner and in accordance with this article and in the opinion of Holland Electronics B.V.: DutchMart.nl, it has been sufficiently demonstrated by the customer that the goods do not comply with what has been agreed in this regard, Holland Electronics B.V.: DutchMart.nl the choice to replace the goods that have proven to be defective with new items, either to properly repair the goods in question, or to refund the purchase price thereof or to credit the invoiced amount, or to grant the customer a discount on the price to be determined by mutual agreement. If this is not reasonably possible for Holland Electronics B.V.: DutchMart.nl, the customer has the right to dissolve the agreement, unless the shortcoming does not justify dissolution. By fulfilling one of the aforementioned services, Holland Electronics B.V.: DutchMart.nl fully fulfilled its obligations. The customer is not free to return the goods before Holland Electronics B.V.: DutchMart.nl has agreed to this in accordance with the provisions of the applicable RMA Terms and Conditions Holland Electronics B.V.: DutchMart.nl. Under no circumstances is Holland Electronics B.V.: DutchMart.nl obliged to compensate other costs and/or damage.
7.      Complaints regarding invoices must also be submitted in writing within fourteen (14) days of the invoice date.

Article 6. Payment

1.      Unless otherwise agreed in writing, payment must be made by deposit or transfer to a bank account designated by Holland Electronics B.V.: DutchMart.nl within eight (8) days of the invoice date. The currency day stated on the bank statements of Holland Electronics B.V.: DutchMart.nl currency day is considered as the day of payment.
2.      Payment will be made without set-off or suspension for any reason whatsoever.
3.      Payment must be made at once, unless payment has been agreed in installments, whereby each due period is deemed to constitute a separate payment.
4.      If the customer does not pay the amounts due within the agreed term, the customer will be in default by operation of law from the expiry of the payment term and Holland Electronics B.V. is: DutchMart.nl, without prejudice to his other rights in due rights, the customer is entitled to the statutory interest for commercial transactions as referred to in Directive 2000/35/EC adapted by 2011/7/EU (on combating the entire amount due) late payment in commercial transactions), plus € 7.50 reminder costs, from the due date of the invoice concerned until the day of full payment. In addition, all extrajudicial and judicial collection costs to be incurred are borne by the customer. The amount of the extrajudicial collection costs due to Holland Electronics B.V.: DutchMart.nl is set at 15% of the invoice amount with a minimum of € 150 (one hundred and fifty). The amounts included in the books of Holland Electronics B.V.: DutchMart.nl for the aforementioned costs will provide full proof of their course.
5.      If Holland Electronics B.V.: DutchMart.nl sees reason to do so, Holland Electronics B.V. may: DutchMart.nl require further security with regard to the fulfilment of both the payment obligations and the other obligations of the customer upon or after entering into the agreement. If the customer fails to provide the required security, Holland Electronics B.V. is: DutchMart.nl entitled, without prejudice to its other rights, to suspend the (further) execution of the agreement and ultimately to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to the right of Holland Electronics B.V.: DutchMart.nl to compensation for any Holland Electronics B.V.: DutchMart.nl damage suffered.
6.      Unless otherwise agreed in writing in advance, the first three orders will be delivered cash on delivery for new relationships and costs will be charged for this. As long as Holland Electronics B.V.: DutchMart.nl has not allowed a credit limit, delivery will only be made cash on delivery or by prepayment.
7.      In the event that the customer fails to fulfil any obligation arising from the agreement or fails to do so on time, enters into a debt settlement with his creditors, applies for suspension of payments, becomes bankrupt, closes or transfers his business, if attachment is made against him or in the event that performance by the customer can no longer be expected on reasonable grounds, any claim of Holland Electronics B.V.: DutchMart.nl on the customer is immediately and in its entirety due and payable. Holland Electronics B.V.: DutchMart.nl then the right to dissolve the agreement insofar as it has not yet been (fully) executed without further notice of default or judicial intervention and to take back the goods that have not yet been delivered, all this without prejudice to theright of Holland Electronics B.V.: DutchMart.nl to payment, or to compensation, and its right to suspend the (further) execution of the agreement.

Article 7. Retention

1.      All goods delivered to the customer remain the property of Holland Electronics B.V.: DutchMart.nl until the moment of full payment of all amounts, including any interest and costs, that the customer owes for the goods delivered or to be delivered under any agreement or services performed or to be provided, and / or failure to comply with such an agreement. 
2.      The customer is obliged to ensure careful handling of the goods and to insure them against the usual risks and lacks the right to encumber, rent, dispose of, use and/or establish (silent) lien on the delivered goods other than after written permission from Holland Electronics B.V.: DutchMart.nl encumber, rent, dispose of, put into use and/or establish (silent) lien on them, as long as the customer does not fully meet its obligations towards Holland Electronics B.V.: DutchMart.nl has complied. However, the customer is permitted to use or dispose of the goods within his normal business operations on the understanding that, until the customer has paid the goods in full and has fulfilled his other obligations under similar agreements with Holland Electronics B.V.: DutchMart.nl, Holland Electronics B.V.: DutchMart.nl enters into the rights of the customer towards its customers. The customer then transfers, to the extent necessary, these rights to Holland Electronics B.V.: DutchMart.nl, which transfer Holland Electronics B.V.: DutchMart.nl accepts. However, the customer is not permitted to dispose of the goods in the ordinary course of his business at the moment that the customer has requested suspension of payment or the customer has been declared bankrupt.
3.      If and as long as Holland Electronics B.V.: DutchMart.nl owner of the goods, the customer willimmediately inform Holland Electronics B.V.: DutchMart.nl when the goods are seized or otherwise claimed to (any part of) the goods. In addition, the customer will inform Holland Electronics B.V.: DutchMart.nl (in that case) where the goods, of which Holland Electronics B.V.: DutchMart.nl is the owner, are located. In the event of attachment or (provisional) suspension of payment, the customer shall immediately inform the seizing bailiff or the administrator of the (property) rights of Holland Electronics B.V.: DutchMart.nl. The customer guarantees that an attachment on the goods is immediately lifted.
4.      If the same type of goods have been delivered on one or more unpaid invoices, the goods present at the customer are deemed to have been delivered on the unpaid invoices.

Article 8. Delivery

1.      All (delivery) terms mentioned by Holland Electronics B.V.: DutchMart.nl are approximate and have been determined on the basis of the data and circumstances thatwere known to Holland Electronics B.V.: DutchMart.nl when entering into the agreement. Specified delivery times can never be regarded as a deadline. If a change in the data and/or circumstances, regardless of their foreseeability, results in a delay, the delivery date will be abandoned accordingly, without prejudice to the provisions below regarding force majeure. In the event of late delivery, Holland Electronics B.V.: DutchMart.nl must be given written notice of default, whereby Holland Electronics B.V.: DutchMart.nl must still be offered a reasonable period of time for delivery.
2.      The delivery time does not start until after an agreement has been concluded in accordance with the provisions of Article 3 and the customer has provided Holland Electronics B.V.: DutchMart.nl data and information required for the execution of the agreement and Holland Electronics B.V.: DutchMart.nl has received any agreed advance payment from the customer.
3.      Exceeding the delivery times specified by Holland Electronics B.V.: DutchMart.nl for whatever reason, the customer is never entitled to compensation or non-compliance with any obligation incumbent on him under the relevant agreement or a related agreement.
4.      Only in the event of excessive exceeding (more than six (6) weeks) of the agreed delivery time, the customer has the right to dissolve the agreement, unless the overrun is caused by force majeure. However, the customer is never entitled to any fine or compensation.

Article 9. Delivery and risk

1.      Unless otherwise agreed in writing, delivery takes place Carriage Paid To, agreed place of destination (CPT, Incoterms 2010). From the moment of delivery, the risk (of loss, decay, damage, etc.), regardless of the cause, passes to the customer.
2.      If it has been agreed that the delivery will take place in phases, Holland Electronics B.V.: DutchMart.nl may postpone the deliveries of the following phases until the customer has approved the delivered in writing in the preceding phase and has fulfilled all his (financial) obligations regarding the partial delivery. In the case of partial deliveries, Holland Electronics B.V.: DutchMart.nl entitled to invoice them separately. The (payment) conditions described above also apply to each partial delivery.
3.      If the customer has opted for partial delivery, the number of partial deliveries per order will be limited to two. Initially, the stock items will be delivered immediately. In the second and final instance, all collected remaining items of the relevant order will be shipped.
4.      If delivered goods are available to the customer after the delivery time has expired but are not purchased by him, Holland Electronics B.V. is: DutchMart.nl at his choice entitled:
5.      store the goods at the disposal of the customer at the expense and risk of the customer; or
6.      declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to the right of Holland Electronics B.V.: DutchMart.nl to compensation for damage suffered or loss of profit, plus the statutory interest, to be calculated from the moment the claim is due and payable.

The above applies without prejudice to the other rights accruing to Holland Electronics B.V.: DutchMart.nl.

Article 10. Force majeure

1.      If Holland Electronics B.V.: DutchMart.nl is prevented (further) from executing the agreement due to force majeure of a permanent or temporary nature, Holland Electronics B.V.: DutchMart.nl is entitled to dissolve the agreement in whole or in part by means of a written notification to that effect without judicial intervention, without prejudice to the right of Holland Electronics B.V.: DutchMart.nl on payment by the customer for services already performed by Holland Electronics B.V.: DutchMart.nl services performed before the force majeure situation occurred, or to suspend the (further) execution of the agreement. In the event of suspension, Holland Electronics B.V: DutchMart.nl will still be entitled to dissolve the agreement in whole or in part.
2.      Force majeure includes all circumstances as a result of which Holland Electronics B.V.: DutchMart.nl is temporarily or permanently unable to meet its obligations, such as strike, transport difficulties, fire, government measures, including in any case import and export bans or restrictions, business disruptions at Holland Electronics B.V.: DutchMart.nl or at its suppliers, as well as shortcomings by its suppliers, as a result of which Holland Electronics B.V.: DutchMart.nl can no longer reasonably fulfil its obligations towards the customer.

Article 11. Guarantee

1.      Unless otherwise stipulated in the RMA Terms and Conditions of Holland Electronics B.V.: DutchMart.nl if agreed and subject to what is stipulated in 12.4, Holland Electronics B.V.: DutchMart.nl states to the customer that the delivered goods comply with the applicable goods for four (4) months after delivery and by Holland Electronics B.V.: DutchMart.nl Issued specifications If the product specifications should not be known or known to the customer, Holland Electronics B.V.: DutchMart.nl states to the customer that the delivered goods do not show any material or construction defects during the same period. The warranty mentioned in the previous sentences only applies if the goods are used normally and carefully and all instructions and other warranty regulations given for use included in the agreement, the RMA Conditions Holland Electronics B.V.: DutchMart.nl andin the warranty certificate, are and will be fulfilled punctually and completely. The guarantee only means that Holland Electronics B.V.: DutchMart.nl will repair these errors to the best of its ability, or replace the goods, at the discretion and at the discretion of Holland Electronics B.V.: DutchMart.nl. Defects must be reported in writing to Holland Electronics B.V.: DutchMart.nl in order to be processed. Holland Electronics B.V. is never liable for the recovery of data lost on data carriers for any reason DutchMart.nl.
2.      The warranty does not apply if the errors are wholly or partly the result of incorrect, careless or inexpert use, use for other than normal (business) purposes, external causes, such as fire or water damage, or if the goods have been changed by others than Holland Electronics B.V.: DutchMart.nl or have not been professionally and regularly maintained.
3.      By fulfilling one of the services mentioned in art. 11.1, Holland Electronics B.V.: DutchMart.nl fully discharged its obligations in this regard. The customer is not entitled to claim compensation, nor is the customer entitled to dissolve the agreement in whole or in part.
4.      If goods are involved by Holland Electronics B.V.: DutchMart.nl of a supplier, the warranty is limited to the applicable warranty conditions of the supplier. Holland Electronics B.V.: DutchMart.nl will inform the customer at his request about the applicable provisions.
5.      Repair outside the scope of the applicable warranty will be charged by Holland Electronics B.V.: DutchMart.nl.
6.      In the event of repair of defective goods under warranty, the customer is obliged to return the goods at his own expense to an address to be specified by Holland Electronics B.V.: DutchMart.nl specify.

Article 12. Liability and indemnification

1.      The liability of Holland Electronics B.V.: DutchMart.nl towards the customer is limited to compliance with the obligations described in Article 11.
2.      If and insofar as, despite the provisions of article 12.3 on Holland Electronics B.V.: DutchMart.nl any liability rests, for whatever reason, this liability is at all times limited to the amount of the net purchase price of the item in respect of which such liability has arisen, on the understanding that Holland Electronics B.V.: DutchMart.nl will be liable at most and exclusively up to an amount of a maximum of € 2500 per claim. A series of related damaging events shall be considered as a single event/claim for the purposes of this Article.
3.      Except in the event that there is intent or gross negligence on the part of Holland Electronics B.V.: DutchMart.nl and subject to legal liability on the basis of mandatory legal provisions, Holland Electronics B.V.: DutchMart.nl is never liable, either on the basis of the law or from the agreement, for any damage suffered by the customer. Liability for indirect damage, consequential damage, immaterial damage, business loss or environmental damage, or damage resulting from liability towards third parties, is also expressly excluded.
4.      Unless the damage is a direct result of gross negligence or intent on the part of Holland Electronics B.V.: DutchMart.nl the customer will indemnify Holland Electronics B.V.: DutchMart.nl indemnify against all claims from third parties, directly or indirectly related to (the use of) the delivered goods and he will compensate Holland Electronics B.V.: DutchMart.nl all damage that Holland Electronics B.V.: DutchMart.nl suffers as a result of such claims.

Article 13. Secrecy

1.      The parties are mutually obliged to maintain complete confidentiality towards third parties about confidential (business) information provided. The customer is obliged to take measures to ensure that this confidentiality is observed by his employees. Information is considered confidential if it has been communicated by the other party or if this results from the nature of the information.

Article 14. Export restrictions

1.      The customer shall fully comply with national and other (including American) export restrictions with regard to goods obtained pursuant to an agreement with Holland Electronics B.V.: DutchMart.nl: and shall also impose this obligation on these third parties in the event of resale or any form of making available to third parties. The customer indemnifies Holland Electronics B.V.: DutchMart.nl for any disadvantage that it will suffer if the customer is not allowed to fulfill these obligations.

Article 15. Applicable law and disputes

1.      These general terms and conditions and all agreements concluded between the parties and resulting legal relationships are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.
2.      All disputes arising from or in connection with the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and its interpretation or execution, will be settled by the competent court in 's-Hertogenbosch or the competent court in the place of residence of the customer, at the discretion of Holland Electronics B.V.: DutchMart.nl, unless otherwise agreed.

Article 16. Brands and trade name

1.      The customer may not, with written permission and at the direction of Holland Electronics B.V.: DutchMart.nl use trade names, brands and packaging that are used in trade by Holland Electronics B.V.: DutchMart.nl. The customer is obliged to closely follow the instructions of Holland Electronics B.V.: DutchMart.nl with regard to the use of the trade names, brands and packaging used by Holland Electronics B.V.: DutchMart.nl. All rights arising from intellectual and industrial property, as well as copyrights, remain vested in Holland Electronics B.V.: DutchMart.nl or its suppliers.

Article 17. Hardship clause

1.      If the circumstances assumed by the parties at the time of conclusion of the agreement change so significantly that compliance with one or more of these conditions cannot reasonably be required of one of the parties, consultations will take place about interim changes to the agreement.

Article 18. Date of entry into force

1. These General Terms and Conditions apply to all agreements as referred to in Article 1, which were concluded after 01-01-2023.