GENERAL
1.1 All our offers, agreements and their performance are governed exclusively by these terms and conditions. Deviations must be expressly agreed in writing with NP-ONE B.V. In these terms and conditions, “the other party” means any (legal) person who has entered into, or wishes to enter into, an agreement with our company and, in addition, their representative(s), authorised agent(s), successor(s) in title and heirs.
1.2 Any terms and conditions used by the other party remain unaffected insofar as they do not conflict with these terms and conditions. In that case, our terms and conditions shall prevail at all times, even if precedence has been stipulated otherwise.
OFFERS
2.1 All offers made by NP-ONE B.V., in whatever form, are without obligation, unless expressly stated otherwise.
2.2 Any estimates, plans or other documents accompanying an offer remain the property of NP-ONE B.V. at all times and must be returned to NP-ONE B.V. carriage paid upon first request. They may not be copied or made available to third parties for inspection without our permission.
2.3 Sending offers and/or (other) documentation does not oblige NP-ONE B.V. to accept an order. Non-acceptance will be communicated to the other party as soon as possible, but in any case within 14 days.
2.4 We reserve the right to refuse orders without stating reasons, or to deliver them cash on delivery.
AGREEMENT
3.1 Subject to the provisions of article 3.8, an agreement with NP-ONE B.V. is only concluded after NP-ONE B.V. has accepted or confirmed an order in writing. The date of this written acceptance or confirmation is decisive. The order confirmation is deemed to reflect the agreement correctly and completely, unless the other party objects to it in writing without delay.
3.2 Any additional arrangements or amendments made at a later date are only binding on us if we have confirmed them in writing.
3.3 For transactions for which, due to their nature and size, no quotation or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and completely, unless a complaint is made within 3 working days of the invoice date.
3.4 Each agreement is entered into by us on the condition precedent that the other party – solely at our discretion – appears to be sufficiently creditworthy for the proper performance of the agreement.
3.5 Upon or after entering into the agreement, and before (further) performance, we are entitled to demand security from the other party that both payment and other obligations will be met.
3.6 If we consider it necessary or desirable for the proper execution of the order given to us, and after consultation with the other party, we are authorised to engage others in the performance of the agreement, the costs of which will be charged to the other party in accordance with the price quotations provided.
3.7 The other party is obliged to provide us in good time with all information and documents necessary for the correct performance of the agreement.
3.8 Dealer delivery
If, after acceptance of a quotation, NP-ONE B.V. places the request with a recognised dealer, this dealer acts as seller, supplier and invoicing party. In that case, NP-ONE B.V. is not the contracting party for the sale, delivery and invoicing.
The agreement for sale and delivery is only concluded after written order confirmation by the dealer concerned. The general terms and conditions of that dealer apply to this agreement. The dealer will make these terms and conditions available to the other party no later than at the time of the order confirmation.
The general terms and conditions of NP-ONE B.V. continue to apply to the quotation procedure and the activities of NP-ONE B.V. prior to the transfer to the dealer. In the event of conflict regarding sale, delivery, invoicing, payment, warranty or complaints, the dealer's terms and conditions shall prevail.
PRICES
4.1 Unless stated otherwise, our prices are:
• based on delivery ex our company, warehouse or other storage location
• exclusive of VAT, import duties, other taxes, levies and duties
• exclusive of the costs of packaging, loading and unloading, transport and insurance
• stated in euros; any exchange rate changes will be passed on
4.2 In the event of an increase in one or more cost price factors, we are entitled to increase the order price accordingly, taking into account any applicable statutory regulations, on the understanding that already known future price increases must be stated in the order confirmation.
CANCELLATION
5.1 If, after an agreement has been concluded, the other party wishes to cancel it, 10% of the order price (incl. VAT) will be charged as cancellation costs, without prejudice to our right to full compensation, including loss of profit.
5.2 If, after an agreement relating to a personally custom-fitted product has been concluded, the other party wishes to cancel it, 100% of the order price (incl. VAT) will be charged as cancellation costs, without prejudice to our right to full compensation, including loss of profit.
DELIVERY
6.1 From the moment the purchase agreement is concluded, the goods purchased are at the risk of the other party, unless agreed otherwise. Delivery takes place to the home/business address of the other party, unless agreed otherwise. Carriage-paid delivery only takes place if and insofar as this has been agreed between NP-ONE B.V. and the other party and is otherwise indicated on the invoice.
6.2 The time of delivery is the moment at which the goods purchased are ready for transport.
6.3 The other party is obliged to inspect the goods delivered and the packaging for any shortages and/or visible damage immediately upon delivery, or to carry out this inspection after notification by us that the goods are at the disposal of the other party.
6.4 Any shortages and/or damage to the goods delivered and/or the packaging present upon delivery must be noted (or caused to be noted) by the other party on the delivery note, the invoice and/or the transport documents, failing which the other party is deemed to have approved the goods delivered. In that case, complaints in this regard will no longer be processed.
6.5 We are entitled to deliver in parts (partial deliveries), which we may invoice separately.
6.6 Delivery times are always given as an approximation, unless expressly agreed otherwise in writing.
6.7 If the goods have not been collected by the other party after the delivery period has expired, they will be stored at the other party's disposal, at the other party's expense and risk.
TRANSPORT/RISK
7.1 If no further instructions have been given to us by the other party, the method of transport, shipment, packaging and the like will be determined by us as a prudent businessman. Unless agreed otherwise, the other party bears all risks in this respect, including fault/negligence of the carrier.
7.2 Any specific wishes of the other party regarding transport/shipment will only be carried out if the other party has declared that it will bear the additional costs.
7.3 We are entitled to charge a fee for durable packaging materials, which will be stated on the invoice. If we charge such a fee, it will be refunded after the materials have been returned undamaged.
FITTING OF HEARING PROTECTION
8.1 Hearing protection is fitted according to a fixed procedure. If this procedure proceeds normally, we accept no liability whatsoever for any direct or indirect damage suffered. The other party is itself responsible for being familiar with the fitting procedure. This will be provided to you on request, either orally or in writing.
FORCE MAJEURE
9.1 In this context, “force majeure” means any circumstance that is independent of the will of the parties or unforeseeable, as a result of which performance of the agreement can no longer reasonably be demanded by the other party. Covid-related cancellations do not constitute force majeure.
9.2 If, in our opinion, the force majeure is of a temporary nature, we have the right to suspend the performance of the agreement until the circumstance constituting the force majeure no longer exists.
9.3 If, in our opinion, the force majeure situation is of a permanent nature, the parties may make arrangements regarding the dissolution of the agreement and the associated consequences.
9.4 We are entitled to claim payment for the performance delivered in the execution of the agreement concerned before the circumstance causing the force majeure became apparent.
9.5 The party that believes it is (or will be) in a situation of force majeure must notify the other party thereof immediately.
LIABILITY
10.1 We exclude all liability, insofar as this is not mandatorily regulated by law.
10.2 Our liability shall never exceed the total amount of the order concerned.
10.3 Subject to the generally applicable rules of law of public order and good faith, we are not obliged to pay any compensation for damage of any nature whatsoever, direct or indirect, including business damage, to movable or immovable property, or to persons, whether at the other party or at third parties.
10.4 In any event, we are not liable for damage arising from or caused by the (incorrect) use of the goods delivered or by their unsuitability for the purpose for which the other party purchased them.
10.5 By the mere acceptance of the goods delivered by or on behalf of the other party, we are indemnified against all possible claims of the other party and/or third parties for payment of damages, regardless of whether the damage arose as a result of composition and/or manufacturing defects or any other cause.
COMPLAINTS
11.1 Complaints will only be processed by us if they have reached us directly in writing within 14 days of delivery of the performance concerned, with an accurate description of the nature and grounds of the complaints.
11.2 Complaints about invoices must also be submitted in writing, within 14 days of the invoice date.
11.3 After these periods have expired, the other party is deemed to have approved the goods delivered or the invoice, respectively. Complaints will then no longer be processed by us.
11.4 If we find the complaint to be justified, we are only obliged to deliver the agreed performance after all.
11.5 Only if and insofar as the complaint is found to be justified will this suspend the payment obligation of the other party, until the moment the complaint has been settled.
11.6 Goods delivered may only be returned with our prior written consent, under conditions to be determined by us.
WARRANTY
12.1 Subject to the limitations set out below, we provide a warranty on products supplied by NP-ONE B.V. for a period to be agreed further. This warranty is limited to manufacturing defects that occur and therefore does not cover malfunctions caused by parts of the goods delivered that are subject to any form of wear or consumption.
12.2 For parts or additions obtained from third parties, we do not provide a warranty for longer than the warranty this third-party supplier provides to us.
12.3 Complaints regarding the fit of custom-made otoplastics must be reported in writing no later than 3 months after delivery. After this period has expired, any right to warranty or free adjustment due to fit lapses.
12.4 The warranty lapses if the goods delivered are used improperly by the other party and/or third parties engaged by it.
12.5 The warranty also lapses if work or modifications are carried out on the goods delivered by the other party and/or third parties engaged by it.
12.6 If we replace parts in fulfilment of our warranty obligation, the replaced parts become our property.
12.7 If the other party fails to fulfil, fails to fulfil in part, or fails to fulfil in time any obligation arising from the agreement concluded between the parties, we are not obliged to provide warranty for as long as that situation continues.
12.7 If the other party does not meet its payment obligation, or does not meet it within 30 days of the invoice date, we are not obliged to comply with the warranty conditions offered.
12.8 If the other party takes out an extended warranty (for example a 36X2 warranty) on custom products, we reserve the right to invoke a fair use policy, under which a maximum of 15% of the number of warranty sets will be replaced free of charge each year. A warranty set means a personally custom-made set of otoplastics for which an additional payment has been made in some way in order to be able to invoke this warranty. This warranty and the warranty period are stated on the personal ID card supplied with the otoplastics. The date on this ID card is the start date of this extended warranty. Without this proof card, we reserve the right to refuse the warranty claim.
RETENTION OF TITLE
14.1 Goods delivered remain our property until all deliveries and work performed or still to be performed by us under the agreement, including interest and costs, have been paid by the other party. In the event of a suspension of payments, bankruptcy, cessation of payments, liquidation of the other party or death if the other party is a natural person, we are entitled to cancel the order in whole or in part without notice of default or judicial intervention and to reclaim the unpaid part of the goods delivered. Cancellation and repossession are without prejudice to our right to compensation for loss or damage. In these cases, every claim we have against the other party will be immediately due and payable in full.
14.2 The goods may be resold or used by the other party in the context of its normal business operations, but may not be pledged or serve as security for a claim of a third party.
14.3 As security for the correct payment of all our claims, on whatever grounds, we furthermore acquire a non-possessory right of pledge – by the creation of the claim – on all goods in which the goods supplied by us have been processed or of which they form part. The order signed by the other party and our subsequent written acceptance serve as a private deed as referred to in the law.
PAYMENT
15.1 Unless agreed otherwise in writing, payment must be made in cash without discount or set-off upon (de)livery, or by deposit, direct debit or transfer to a bank or giro account designated by us within 30 days of the invoice date. The value date stated on our bank/giro statements is decisive and is therefore regarded as the date of payment. In the case of a personal, custom-made product, we are entitled to release the goods only after receipt of payment.
15.2 All payments made by the other party serve primarily to settle any interest and collection costs incurred by us, and subsequently to settle the oldest outstanding invoices.
15.3 In the event that the other party:
a is declared bankrupt, makes an assignment for the benefit of creditors, applies for a suspension of payments, or if all or part of its property is seized,
b dies, is placed under guardianship or is dissolved,
c fails to fulfil any obligation imposed on it by law or by these conditions,
d fails to pay an invoice amount or part thereof within the period set for this,
e proceeds to discontinue or transfer its business or a substantial part thereof, including the contribution of its business to a company to be established or already existing, or proceeds to change the objective of its business,
we have the right, by the mere occurrence of any of the aforementioned circumstances, either to dissolve the agreement or to claim any amount owed by the other party on the basis of the services provided by us immediately and in full, without any warning or notice of default being required, all without prejudice to our right to compensation for costs, damages and interest.
INTEREST AND COSTS
16.1 If payment has not been made within the period stated in the previous article, the other party is in default by operation of law and owes interest of 1% per month (or part of a month) on the outstanding amount from the invoice date.
16.2 All judicial and extrajudicial costs to be incurred are for the account of the other party. The judicial costs also include all actual costs of legal assistance and representation incurred during legal proceedings that exceed the liquidation tariff. The extrajudicial collection costs amount to at least 15% of the amount owed by the other party, including the aforementioned interest.
APPLICABLE LAW
17.1 Dutch law applies exclusively to all our offers, agreements and their performance.
DISPUTES
18.1 All disputes, including those considered as such by only one party, arising from or related to the agreement to which these terms and conditions apply, as well as their interpretation or performance, whether of a factual or legal nature, will be settled by the competent civil court in whose jurisdiction our place of business is located, unless the subdistrict court has jurisdiction.