JIM JON's terms and conditions were last updated in October 2021
Definitions: the user of these general terms and conditions is referred to as "JIM JON.", its counterparty is referred to as "customer".
Article 1. General
- These general terms and conditions apply to every offer, agreement, delivery and legal act between JIM JON. and its customer. Clauses that deviate from the stipulations in these general terms and conditions, such as the purchase or other general terms and conditions of the customer, are not applicable between the Parties, unless they have been agreed in consultation with JIM JON and have been expressly accepted as such by JIM JON in writing. . The customer who has previously entered into agreements with JIM JON to which these general terms and conditions were applicable, is deemed to tacitly agree to the applicability of the general terms and conditions to later agreements of JIM JON.
- JIM JON. is authorized to make changes to these general terms and conditions. These changes will come into effect at the announced date of entry into force. JIM JON. will send the amended general terms and conditions to the customer in a timely manner. If no time of entry into force has been communicated, the changes will take effect vis-à-vis the customer as soon as he has become aware of the changes.
Article 2. Offers
- All quotations, offers, brochures or price lists from JIM JON. are without obligation, in the sense that revocation of the offer can still take place within four working days after acceptance. An agreement is only concluded after JIM JON. has confirmed the acceptance of its customer in writing. If JIM JON. has had to incur costs for issuing the quotation, is JIM JON. is authorized to charge the buyer for all costs it has had to incur in order to be able to draw up the offer.
- The prices stated in the quotation or offer are exclusive of VAT and other government levies and any costs to be incurred in the context of the agreement, including but not limited to: transport costs, costs of loading and unloading, packaging, costs for drawing up, requesting and providing (delivery) documents, including, among other things, a certificate of origin, insurance costs and administration costs, unless by JIM JON. expressly stated otherwise.
- If during the period between the date of the quotation and that of delivery, the cost prices undergo an increase, such as, but not limited to, the result of government measures, salaries or import duties, JIM JON. is entitled to increase the price to be charged to the customer accordingly.
- In the event that the acceptance deviates from the offer of JIM JON on a (subordinate) point, no agreement will be concluded, unless JIM JON. indicates otherwise in writing.
- All offers from JIM JON., even if they consist of partial deliveries, must be qualified as an entire offer that cannot be accepted per part.
Article 3. Delivery term, implementation and amendment of the agreement
- The JIM JON. stated delivery times are only an indication and cannot be regarded as a strict deadline. JIM JON. is only in default if it is given written notice of default and it is granted an additional delivery period of at least four weeks to still deliver.
- Delivery takes place at FCA location of JIM JON (van Ruysdaellaan 41 2264 TK Leidschendam) in accordance with Incoterms 2020, unless otherwise agreed in writing. The customer is obliged to receive the (purchased) goods at the place and time that/that JIM JON. indicates or has indicated. In the event that the customer has not taken delivery of the goods at the agreed time and place, JIM is JON. is entitled to take the goods into custody or have them taken into custody at the expense and risk of the customer, including the risk of quality reduction, including but not limited to deviations in the color and quality of the goods. All by JIM JON. costs incurred and to be incurred with regard to taking the goods into custody are for the account of the customer. JIM JON. is entitled to hand over the goods to the customer only after full payment of the storage costs. Furthermore, JIM JON. in the event of late or complete acceptance of the goods, it is entitled to dissolve the agreement (in whole or in part) by means of a written statement, such at the discretion of JIM JON.
- JIM JON. reserves the right to have (part of) its obligations performed by third parties.
- JIM JON. is always entitled to deliver the goods in different parts and to invoice each partial delivery separately.
Article 4. Suspension, dissolution, cancellation of the agreement
- JIM JON. is authorized to suspend the fulfillment of its obligations (in whole or in part) and/or to dissolve the agreement (in whole or in part). n, without JIM JON. the customer must first give notice of default in writing and without being liable for compensation on the basis of the dissolution, in the event that:
- the customer does not fulfill one or more obligations under the agreement properly, not fully or not on time;
- facts occurring after the conclusion of the agreement or to the knowledge of JIM JON. circumstances or facts that have arisen JIM JON. give grounds to fear that the customer will not properly fulfill its obligations and the customer at JIM JON's first request. does not provide security for the fulfillment of its obligations.
- in the event that the customer does not take receipt of all goods at the agreed time and place, or refuses to take delivery;
- After the agreement has been concluded, facts or events occur that considerably delay or complicate the execution of the agreement by JIM JON;
- the customer tries to reach a debt settlement with its creditors, in the event of an application for bankruptcy, application for suspension of payments or WSNP, attachment and/or liquidation of the customer's company, as well as in the event of the death and/or placing of the buyer under guardianship. customer, and/or withdrawal and/or reduction of a credit insurer of JIM JON. credit limit issued on behalf of the customer.
- In the event of dissolution pursuant to this Article 4, JIM JON. is all that JIM JON. from the customer is immediately due and payable, without prejudice to JIM JON.de's right to claim additional damage.
Article 5. Force majeure
- Force majeure in these general terms and conditions means any of the will of JIM JON. independent circumstance or event causing the fulfillment of the agreement by JIM JON. permanently or temporarily prevented or delayed and on which JIM JON. has or has had no influence - even if this could already be foreseen at the time of the conclusion of the agreement -. Force majeure shall in particular, but not be limited to, include: fire, flood, embargo, (civil) war, strike in or (temporary) shutdown of JIM JON's company. or in the business of one of its suppliers, delay in transportation to and from suppliers of JIM JON., delay in obtaining or issuing (import/export) permits, loss due to illness or otherwise of personnel of JIM JON. or by JIM JON. third parties engaged for the execution of its agreement.
- JIM JON. is authorized during the period of force majeure to suspend its obligations, without thereby failing in the fulfillment of the agreement.
- If due to force majeure the execution of the obligations of JIM JON. is delayed, JIM JON. enter into consultation with the customer in order to see whether the agreement can be performed at a later date without additional costs. In case this turns out not to be possible, JIM JON. entitled to dissolve the agreement (in whole or in part), without being liable for compensation.
- In the event, before a circumstance or event occurs, which must be qualified as force majeure, JIM JON. has already made part of its deliveries, this part will be invoiced and settled separately, without JIM JON. is obliged to deliver the rest of the deliveries after all and without JIM JON. is obliged to pay any compensation for damage.
Article 6. Process, payment and collection costs
- Payment of the invoices of JIM JON. must take place within 30 days after the date indicated on the invoice, in the sense that the amount to be paid must then have been credited to the account provided by JIM JON. specified bank account, unless otherwise agreed in writing.
- The above payment term applies as a strict deadline. In the event of late or full payment, the customer is immediately in default. In the event of late payment, an interest of 3% per month from the due date of the invoice, at least the statutory commercial interest, whichever is higher. In this context, part of a calendar month counts as a whole calendar month.
- The customer is not entitled to set off the amount that it pays to JIM JON. amount owed with any claim of the customer against JIM JON. Nor is the customer entitled to suspend its payment obligations, for whatever reason
- All costs of judicial and extrajudicial collection of the claim(s) will be borne by the customer. The extrajudicial costs and the costs of legal proceedings are equal to the amount that the lawyer or legal aid provider JIM JON. charged in this regard. If JIM JON. takes charge of the collection itself, the collection costs amount to at least 15% of the invoice amount, without prejudice to the right of JIM JON. to claim the actual costs from the customer if these are higher. In that case, the incoming payments from the defaulting customer will first be extrajudicial costs and interest have been paid, after which the oldest outstanding invoices are paid with the remaining amount. The Customer will pay these costs at JIM JON's first request, whereby the administration of JIM JON. provides compelling evidence of the liability of the aforementioned extrajudicial or judicial costs.
Article 7. Retention of title
- JIM JON. reserves the ownership of all goods delivered or yet to be delivered by it to the customer until the purchase price for all these goods has been paid to it in full. The retention of title also applies to all obligations arising from this or other agreements that JIM JON. may obtain against the customer. The customer is obliged to treat the goods delivered subject to retention of title with due care and as the recognizable property of JIM JON. to preserve.
- Before payment has been made for the goods delivered, to which the retention of title relates, these goods may only be resold in the context of the normal business operations of the customer.
- In the event that third parties are at the expense of the customer and/or JIM JON. to seize the goods delivered subject to retention of title, the customer is obliged to JIM JON. within 24 hours by means of a written message (including e-mail).
- If the customer fails to fulfill its (payment) obligations towards JIM JON. falls short and/or JIM JON. good ground to fear that he will fall short in those obligations is JIM JON. is entitled to take back the goods delivered under retention of title without the intervention of a third party, such as but not limited to a judge or a bailiff. The buyer will be JIM JON. inform JIM JON at her first request where these items are located. grant permission to take possession of the relevant items as well as to enter the buildings and areas in which the relevant items are located as well as those that provide access to them. In addition, when retrieving these items, the customer is the responsibility of JIM JON. the actual costs owed by JIM JON. will make or has made in this regard.
- In the event of violation of the provisions of this article, the customer forfeits to JIM JON. an immediately due and payable fine of € 2,000, as well as an immediately due and payable fine of € 1,000,00 per day that the violation continues, without prejudice to JIM JON's right. fulfillment and/or to claim the actual damage.
Article 8. Defects
- The JIM JON. goods to be delivered have the agreed properties and will meet the specified specifications. Complaints do not entitle the customer to payment of the amount it has to JIM JON. suspend or set off the amount owed.
- The customer is obliged to check the delivered goods at the time of delivery. Complaints/complaints due to shortages, defects, deviations from the stated specifications or externally observable deviations/damage must be accurately described by the customer on the waybills signed by him. Complaints that are too late lapse all rights of the customer in this regard.
- Defects that become apparent later must be reported to JIM JON in writing immediately after they have been discovered, and in any case no later than five working days after their discovery. Complaints that are too late lapse all rights of the customer in this regard.
- Complaints regarding the invoice amount must be submitted to JIM JON within no more than ten (10) days after the invoice concerned has been sent. to be notified in writing. Complaints that are late will invalidate all rights of the customer in this regard.
- In the event that a JIM JON. delivered item is defective or does not meet the agreed properties, is JIM JON. is entitled to repair or replace the item, or to refund the purchase price, at the discretion of JIM JON. The customer is not entitled to complain if the JIM JON. delivered goods show deviations, insofar as these deviations are tolerated as usual in the industry.
- All claims of the customer against JIM JON. due to a shortcoming in the fulfillment of its obligations under the agreement, if such claims are not made to JIM JON in writing within six months after the delivery of the goods. be made known.
Article 9. Liability
- JIM JON's liability. for all damage and costs, which are caused or are directly related to an attributable shortcoming in the execution of the agreement, or are caused by an unlawful act of JIM JON., is at all times limited to repair of the defective goods, at least to replace it, unless there is intent or gross negligence. In any case, the liability of JIM JON. limited to the net invoice amount of the relevant delivery.
- JIM JON. is never liable for indirect damage and costs, including including but not limited to production damage, lost profit and other indirect economic damage, transport costs, stagnation damage, damage to third parties, operational losses, loss of production time and missed opportunities. JIM JON. is not liable for defects or loss of quality in the goods due to changes or processing thereof by or on behalf of the customer, such as, but not limited to, having the goods treated with fire-retardant agents. JIM JON. does not guarantee and does not guarantee that the goods are/are fire retardant.
- JIM JON.is not liable for damage caused by its personnel or by JIM JON. suppliers or other third parties engaged, unless there is intent or gross negligence on the part of the management of the company of JIM JON. charged personnel. JIM JON.is not liable for damage resulting from incorrect information provided by the customer. JIM JON. is also not liable for printing or writing errors in images, brochures or websites.
- The liability-limiting clauses included in these general terms and conditions also serve to limit the liability of subordinates of JIM JON. and by JIM JON. third parties engaged to perform the obligations that JIM JON. has taken on.
Article 10. Transfer of risk
- The JIM JON. goods to be delivered or delivered are at the risk of the customer from the moment of delivery, or from the moment they are made available to the customer.
Article 11. Indemnification
- The customer indemnifies JIM JON. and indemnifies them in respect of all third-party claims for compensation for damage, for which the liability of JIM JON. in these general terms and conditions in the relationship with the customer is excluded.
- If JIM JON. should be addressed by third parties, the customer is obliged JIM JON. as much as possible, both with knowledge and financially.
Article 12. Intellectual property
- The customer is aware that the goods, models, samples, logos, brochures, images, etc., as well as derivations thereof, can be subject to intellectual property rights of both JIM JON. itself as well as of third parties, which rights it will respect and not infringe.
- The customer is expressly prohibited from using, multiplying, disclosing, making available to third parties or otherwise using these documents, materials and/or products, as well as promotional material, than in the agreement between JIM JON. and the buyer is determined, unless with the express written permission of JIM JON.
- If the customer becomes aware of an infringement of industrial/intellectual property right as described above, he must notify JIM JON immediately. to report.
- In the event of violation of the provisions of this article, the customer forfeits to JIM JON. an immediately due and payable fine of € 5,000.00 per violation, as well as an immediately due and payable fine of € 2,000.00 per day that the violation continues, without prejudice to the right of JIM JON. fulfillment and/or to claim the actual damage.
- The customer guarantees JIM JON. that he is entitled to use the materials, models, samples, logos, images, etc. made available by him, as well as derivatives thereof. The customer indemnifies JIM JON. for any form of liability whatsoever, which may arise from the use of the materials made available by the customer.
- Insofar as JIM JON has rights on the delivered goods. of intellectual property, these rights always remain with JIM JON., even after delivery and onward delivery of these goods to third parties. The customer is obliged to point out these intellectual property rights to its own customer.
Article 13. Miscellaneous
- All notices, letters and other documents may be submitted by JIM JON. be legally sent by electronic mail (e-mail). Even if a written requirement is required by law, notices of default or other notices can be communicated to the customer by e-mail.
- If a provision of these general terms and conditions is or becomes void or voidable or if these general terms and conditions contain gaps, the validity of these general terms and conditions will not be affected by this. The parties agree to replace the void or voidable provision by such a provision that corresponds as much as possible with the legal and/or economic intent and purpose of the void or voidable provision. In the event of gaps, such a provision shall apply as agreed, which Parties would have agreed in view of the economic and/or legal scope and purpose of these general terms and conditions, if they had provided for an arrangement from the start.
- JIM JON's accounts. counts as complete g proof in respect of what the customer owes JIM JON. is owed.
- JIM JON. is always entitled to demand a prior bank authorization or direct debit for payment of its invoices.
- These general terms and conditions can only be changed in writing. This also applies to this written requirement.
- These general terms and conditions have been drawn up in the Dutch language. When the general terms and conditions are translated into another language, the Dutch version is considered authentic and the terms used must be read and understood in the context of the Dutch legal system.
Article 14. Applicable law and disputes
- On these general terms and conditions and all offers and agreements between JIM JON. and the buyer is exclusively governed by Dutch law.
- If the customer is located in the European Union:
The judge in the place of business of JIM JON. (being the court of the district of The Hague) has exclusive jurisdiction to hear disputes arising from agreements and from these general terms and conditions, whereby JIM JON. the customer is also free to summons before the competent court of his place of residence, or at least another court that has jurisdiction under the laws and regulations.
- If the customer is established outside the European Union: All disputes that may arise as a result of these general terms and conditions or of agreements that may result therefrom will be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute, whereby the JIM JON. the customer is also free to summons before the competent court of his place of residence, or at least another court that has jurisdiction under the laws and regulations. The arbitral tribunal shall consist of an arbitrator. The place of arbitration shall be Hengelo, The Netherlands. The procedure will be conducted in the Dutch language. The parties are at all times free to request the competent court to order provisional or conservatory measures.