Terms of service
Article 1: Definitions
1.1. In these general terms and conditions, the following definitions apply unless explicitly stated otherwise:
- User: Sommind BV, the Netherlands, as the party applying these terms and conditions.
- Buyer: The counterparty of the user, acting in the course of their profession or business, to whom the user sells and delivers goods and, where applicable, provides services.
- Agreement: The agreement between the user and the buyer.
Article 2: Applicability
2.1. These terms and conditions apply to all legal relationships between the user and the buyer, including any offers, quotations, and agreements in which the user has declared these terms applicable, unless explicitly and in writing deviated from by both parties.
2.2. These terms also apply to all agreements requiring third-party involvement for execution.
2.3. Any deviations from these general terms and conditions are valid only if explicitly agreed upon in writing.
2.4. The applicability of any purchasing or other conditions from the buyer is expressly rejected.
2.5. If any provision in these general terms and conditions is found to be void or invalidated, the remaining provisions shall remain fully applicable. The user and the buyer shall, in such a case, negotiate to replace the void or invalid provision with a new one that aligns as closely as possible with the original intent and purpose.
Article 3: Offers and Formation of Agreements
3.1. Any offer made by the user is non-binding unless a specific acceptance period is explicitly mentioned in the quotation.
3.2. Prices in offers/quotations are exclusive of VAT and other government-imposed levies, as well as any additional costs related to the agreement, such as shipping and administrative costs, unless otherwise agreed.
3.3. Offers are based solely on information provided by the buyer, and the user is entitled to rely on its accuracy and completeness. The buyer is responsible for ensuring the correctness and completeness of such information.
3.4. The agreement between the user and the buyer is established in one of the following ways:
- If no order confirmation is sent, at the moment the buyer explicitly accepts the user's offer, either orally or in writing, without modifications.
- If an order confirmation is sent, at the moment the user receives the signed order confirmation from the buyer.
- When the user begins executing the order at the buyer's request.
Both parties are free to provide evidence that the agreement was established differently or at a different time.
Article 4: Execution of the Agreement
4.1. The user shall execute the agreement with the diligence of a competent contractor but does not guarantee a specific result.
4.2. Timeframes provided by the user are indicative and not binding. Exceeding these timeframes does not entitle the buyer to compensation or cancellation of the agreement, except in cases of intent or gross negligence by the user.
4.3. The user has the right to subcontract certain tasks to third parties if required for proper execution of the agreement.
4.4. The buyer must provide all necessary information for the execution of the agreement in a timely manner. If these details are not provided on time, the user may suspend execution and charge the buyer for additional costs incurred due to the delay.
Article 5: Delivery
5.1. Delivery takes place ex-factory/warehouse of the user.
5.2. The buyer is required to accept the goods when they are delivered or made available as per the agreement.
5.3. If the buyer refuses acceptance or fails to provide necessary information or instructions for delivery, the user is entitled to store the goods at the buyer’s risk and expense.
5.4. For orders below €250 (excl. VAT), transportation costs are borne by the buyer. For orders exceeding €250 (excl. VAT), transport costs are covered by the user unless the shipment is exceptionally large (at the user’s discretion) or destined for international delivery, in which case the buyer bears the cost.
5.5. The risk of the goods transfers to the buyer when they are legally and/or physically delivered and come under the control of the buyer or a third party designated by the buyer.
Article 6: Price and Costs
6.1. Prices are exclusive of VAT and any additional costs related to the agreement.
6.2. The user reserves the right to adjust prices in case of changes or additions to the agreement.
6.3. The user may also pass on price increases occurring between the time of the offer and delivery, such as wage increases or other cost changes.
Article 7: Payment
7.1. Payment must be made within 14 days from the invoice date in the specified currency, without deductions, discounts, or offsets. Disputes over invoiced amounts do not suspend the payment obligation.
7.2. If the buyer fails to pay within 14 days, they are automatically in default and owe statutory commercial interest on the outstanding amount.
7.3. In case of liquidation, bankruptcy, seizure, or suspension of payments by the buyer, all claims of the user become immediately due.
7.4. Payments made by the buyer will first be applied to costs, then interest, and finally the outstanding principal sum.
7.5. If the buyer exceeds the payment term, the user may suspend further deliveries until all outstanding payments are settled. Future shipments may then only be processed on a cash-on-delivery basis.
Article 8: Retention of Title
8.1. All delivered goods remain the property of the user until the buyer has fulfilled all obligations under all agreements with the user.
8.2. The buyer is not permitted to pledge or otherwise encumber goods under retention of title.
8.3. The buyer must insure the retained goods against fire, explosion, water damage, and theft and provide proof of insurance upon request.
8.4. If the user enforces its retention of title rights, the buyer grants unconditional permission to access premises where the goods are stored and reclaim them.
Article 9: Collection Costs
9.1. All legal and extrajudicial collection costs incurred due to the buyer’s failure to meet payment obligations are borne by the buyer.
Article 10: Complaints
10.1. Complaints must be submitted in writing within 7 days of discovery and should include a detailed description.
10.2. If a complaint is justified, the user may choose to adjust the invoice, replace the product/service, or issue a refund.
Article 11: Limitation Period
11.1. Any claims against the user must be legally enforced within one year from the date of notification; otherwise, they become void.
Article 12: Suspension and Termination
12.1. The user may suspend or terminate agreements if the buyer fails to meet obligations, faces bankruptcy, or undergoes liquidation.
Article 13: Liability
13.1. The user’s liability is limited to the invoiced amount and excludes indirect damages, including lost profits and business interruptions, except in cases of intent or gross negligence.
Article 14: Indemnification
14.1. The buyer indemnifies the user against third-party claims related to intellectual property rights on materials provided by the buyer.
Article 15: Force Majeure
15.1. Neither party is liable for obligations hindered by circumstances beyond their control (force majeure).
15.2. If force majeure delays the agreement beyond a reasonable period, the buyer may terminate the contract, excluding already delivered items, which must be paid for.
Article 16: Governing Law and Disputes
All legal relationships between the user and the buyer are governed by Dutch law, excluding the CISG (Vienna Sales Convention). The competent court in the user's place of business has exclusive jurisdiction unless mandatory law states otherwise.