General Terms and Conditions Company Fits B.V.
1. General Provisions
1.1 Company Fits: The private limited company Company Fits B.V., based in Apeldoorn.
1.2 Client: The company or professional institution that has comissioned Company Fits to deliver certain products and/or perform services.
1.3 Products: All goods included in Company Fits' sales range, including the provision of services.
2. Applicability
2.1 These sales conditions apply to all agreements concluded with Company Fits and to all offers, orders, and agreements made by Company Fits.
2.2 Deviations from these terms are only possible per transaction and only if Company Fits has agreed to them in writing.
3. Offers
3.1 All offers are without obligation unless Company Fits has expressly and in writing stated otherwise.
3.2 Each offer remains valid for 10 days from the date of the quotation, unless a different term is specified in the offer.
3.3 The use of information provided with the offer must be limited to use within the scope of the given assignment.
4. Formation of Agreement
4.1 Agreements for the delivery of products are concluded through a written, faxed, or emailed order from the Client to Company Fits and acceptance of the order by Company Fits.
4.2 Orders for product deliveries exceeding €1,000 (excluding VAT) must be confirmed by Company Fits in writing, by fax, or by email. Orders under €1,000 (excluding VAT) are considered accepted upon execution by Company Fits.
5. Delivery
5.1 Stated delivery times are approximate. Unless explicitly and unequivocally stated otherwise, Company Fits assumes no obligation regarding delivery times, and late delivery does not entitle the Client to compensation or contract dissolution.
5.2 If the delivery time is exceeded, the Client is entitled to notify Company Fits in default by registered letter, granting at least 60 days for execution. If Company Fits cannot fulfill obligations within this period, the Client may terminate the contract without judicial intervention without compensation from Company Fits.
5.3 Costs and damages incurred by Company Fits due to the Client's failure to accept the products are the responsibility of the Client.
5.4 Product transport is at Company Fits’ risk unless agreed otherwise. Company Fits’ liability is limited to the coverage provided by relevant transport insurers.
5.5 Company Fits reserves the right to deliver in parts (partial deliveries), which can be invoiced separately. The Client is then required to pay according to Article 7 of these terms.
5.6 If there are doubts about the Client's creditworthiness, Company Fits may require advance payment or security before further deliveries. If the required security is not provided in time, Company Fits may suspend or refuse deliveries without compensation.
5.7 Company Fits only returns designs, working drawings, and other layout materials if expressly agreed upon in the initial order. Company Fits retains copyright on created designs unless otherwise agreed.
5.8 If Company Fits makes errors, it must be given the opportunity to correct them. Complaints must be made within five days of delivery, and returned products must be received by Company Fits within seven days of delivery. Only under these conditions, and if Company Fits cannot correct the mistake, will replacement of goods be considered.
6. Prices
6.1 Prices quoted by Company Fits are in Euros and exclude VAT.
6.2 Offered prices apply only to specified quantities and under stated conditions.
6.3 If additional production is required during the contract period, price changes may be applied. Quoted prices serve as a base rate, and fluctuations may occur due to changes in exchange rates, raw material prices, and labor costs in production countries. Price increases will always be substantiated with an index/news reports and may be passed on by Company Fits without entitlement to compensation or contract dissolution.
6.4 Quoted prices expire with the release of new price lists.
7. Payment
7.1 Payment must be made in cash upon delivery or by deposit into a designated Company Fits bank account within 30 days of the invoice date, without any right to discount or offset.
7.2 If payment is not made within 30 days of the invoice date, the Client is in default and Company Fits may charge 1% interest per month on the outstanding amount, with part of a month counted as a full month.
7.3 All extrajudicial costs incurred to collect the claim, including legal counsel fees, are at the Client’s expense. Extrajudicial collection costs are at least 15% of the amount due, with a minimum of €115.
8. Complaints
8.1 Visible defects or shortcomings can only be claimed via a written registered complaint to Company Fits within five days of receipt of the products.
8.2 Complaints regarding minor, commercially acceptable deviations in quality and quantity will not be accepted.
8.3 Complaints about specific quality requirements will not be accepted unless explicitly stated in the order and accepted in writing by Company Fits.
8.4 Complaints regarding invoices must be submitted in writing within 14 days of the invoice date.
8.5 After these periods, the Client is deemed to have accepted the products and invoice, and complaints will not be considered.
8.6 If the complaint is deemed valid by Company Fits, the company is only obliged to replace or repair the defective products within 45 days of receiving the complaint, without the Client being entitled to any additional compensation.
8.7 Filing a complaint does not exempt the Client from their payment obligations to Company Fits.
9. Warranty
9.1 The Client must submit warranty claims in writing. Defects must be reported within seven days after detection. Approved warranty claims allow for return shipment at Company Fits’ expense.
9.2 Defective products covered by warranty will be repaired or replaced at Company Fits’ discretion if the defects are due to construction or material faults that render the products unusable for their intended purpose as specified by the Client.
9.3 All warranty claims are void if the Client makes or allows modifications or repairs to the products, fails to use them in accordance with provided instructions, mishandles them, or uses them for unintended purposes.
9.4 Defects resulting from improper storage, external damage, or other causes beyond our control, as well as normal wear and tear, are not covered under warranty.
10. Liability
10.1 Company Fits is only liable for direct damages caused by its failure to fulfill contractual obligations and will cover the cost of rectifying such damages.
10.2 Company Fits is not liable for consequential damages suffered by the Client due to any shortcomings of Company Fits.
10.3 Liability is limited to the invoice amount of the related agreement.
10.4 Any advice or recommendations given by Company Fits, including but not limited to catalog, brochure, or advertisement information regarding storage, functionality, use, and consumption of products, are entirely non-binding. Following such advice is at the Client’s own risk, and Company Fits shall not be liable for any resulting damages of any kind.
11. Force Majeure
11.1 Company Fits is not liable for damages caused by force majeure. Force majeure refers to circumstances beyond Company Fits’ control that prevent proper fulfillment of the contract.
11.2 Force majeure includes boycotts, strikes, weather influences, government measures, confiscation by civil or military authorities, riots, civil war, war, mobilization, sabotage, transport disruptions, import restrictions, and delays in deliveries from suppliers.
12. Property of rights
12.1 The delivered products shall remain the unconditional property of Company Fits until the Client has fully paid all amounts due to Company Fits for the deliveries made by Company Fits, including interest, damages, and costs.
13. Right of retention
13.1 Company Fits has the right to suspend the release of all products belonging to or provided by the Client that are in the possession of Company Fits, regardless of the cause, for as long as the Client has not fulfilled all of its obligations towards Company Fits.
13.2 Company Fits is obligated to manage these goods in accordance with good commercial practice. Company Fits ensures the insurance of the available stock until the goods leave the Company Fits warehouse. Company Fits is not liable for consequential damages.
14. Default by the Client
14.1 In the event that the Client fails to properly or timely fulfill any obligation arising from the agreement, including but not limited to its payment obligation, or if the Client applies for a suspension of payments, is declared bankrupt, or decides to liquidate its business, Company Fits shall be entitled to terminate existing agreements in whole or in part without any notice of default and without judicial intervention. Company Fits shall not be liable for any damages, may consider outstanding claims as immediately due and payable, and may reclaim unpaid goods, without prejudice to its right to claim compensation.
14.2 In such cases, the Client agrees to return the products upon first request in their original condition or in the factory packaging as supplied by Company Fits, without any markings on the factory packaging and/or product labels. The Client shall provide all necessary cooperation, including granting access to storage facilities and similar measures.
15. Security
15.1 If a form of information security has been agreed upon between the Client and Company Fits, the security measures shall comply with the specifications that have been mutually agreed upon in writing. Company Fits does not guarantee that the security of information will be effective under all circumstances. If no specific form of information security is included in the agreement, the security measures shall be at a level that is not unreasonable, considering the nature of the data and the associated costs of security. The Client is responsible for notifying Company Fits if a suspected or identified vulnerability in the information security is detected.
16. Applicable Law
16.1 All agreements with Company Fits are exclusively governed by Dutch law.
Apeldoorn,
S.D.R. de Vries