General Terms and Conditions – Felga Benelux

Felga Benelux operated by CombiCraft BV
Telfordstraat 40
8013 RM Zwolle
The Netherlands
Tel.: +31 (0)38 - 30 37 311
Tel.: +31 (0)65 33 39 656
E-mail: info@felga.nl
Chamber of Commerce registration no.: 72719141
(AS 224-20)

Article 1: Applicability and Definitions

These general terms and conditions apply to every offer made by Felga Benelux and to all purchase and sales agreements we conclude with you. If any provision is void or annulled, the remaining provisions will remain in force. In the event of a conflict between these terms and a translation, the Dutch text shall prevail.

These terms also apply to subsequent or partial orders and to both business buyers and consumers.

Consumer: a natural person acting outside the scope of their business or professional activity.

Definitions in these terms:

Offer: any offer made by us, in writing or otherwise.
In writing: by letter, e-mail, fax, or other comparable forms such as WhatsApp.
Documents: physical or digital documents, such as advice, calculations, sketches, designs, drawings or reports.
Information: all documents and all verbal data.
Goods: products we supply, both our own products and purchased products.
Materials: raw materials, semi-finished products or components of the delivered goods.

Article 2: Offer and Prices

An offer is without obligation unless a validity period is stated. We may revoke a non-binding offer up to 2 working days after acceptance.
A combined offer does not oblige us to deliver part of the goods for a corresponding part of the price.
If you provide us with incorrect or incomplete information, we may adjust prices and deadlines.
Prices and offers do not automatically apply to repeat orders.
Information on colours, dimensions, weights or other descriptions is indicative and no rights may be derived from it.
All prices are exclusive of VAT and any additional costs, such as transport, shipping costs or charges from third parties.
Price reductions after the agreement has been concluded do not entitle you to a discount.
In the event of cost-increasing circumstances, we may adjust the price. For consumers: if a price change occurs within 3 months after ordering, you may cancel the agreement within 5 working days after notification.

Article 3: Formation of the Agreement

The agreement is concluded once you have accepted our offer.
Deviating acceptances only lead to an agreement after we have given our written consent.
We are only bound by:
a. an order without a preceding offer;
b. verbal arrangements;
c. changes to general terms or agreements;
once confirmed in writing or if carried out without objection.

Article 4: Use of Third Parties

We may have deliveries carried out by third parties.

Article 5: Obligations and Information

You must ensure that all required information is provided correctly and on time.
You must inform us of relevant developments and ensure that files are free from viruses.
You guarantee the accuracy of information and indemnify us against claims from third parties.
We keep all information confidential and only share it when necessary for execution.
We process personal data in accordance with the GDPR.
Delivered goods may only be resold in their original packaging. We may impose penalties in the event of violations.
If obligations are not met, we may suspend execution until these obligations have been fulfilled.

Article 6: Delivery and Deadlines

We will make every effort to deliver on time; agreed deadlines are never final.
Deadlines commence once we have received all required information and any agreed payment.
Deliveries may take place in parts and may be invoiced separately.
Risk of the goods transfers to you once they leave our premises or when you collect them.
Shipping is at your own expense unless agreed otherwise.
Failure to collect goods within a reasonable period may lead to dissolution of the agreement and sale to third parties.

Article 7: Packaging

Reusable packaging remains our property.
We will determine whether you must return it or whether we will collect it.
Damage to or loss of packaging may result in cost recovery or penalties.
Single-use packaging may remain with you; disposal costs are then your responsibility.

Article 8: Complaints and Returns

Check deliveries immediately. Report visible defects on the delivery note or in writing within 2 working days.
Other complaints must be submitted in writing within the warranty period.
Complaints do not suspend your payment obligation.
Returns must follow our instructions, preferably in the original packaging; shipping risk is yours unless the complaint is justified.
No complaints may be made regarding natural material variations, minor differences between items, colour variations, or changes made by you after receipt.

Article 9: Warranties

We deliver in accordance with industry practice; additional warranties only apply when agreed in writing.
During the warranty period, we guarantee normal quality of use.
Warranty does not apply if the price has not been paid in full.
Consumers may choose repair, replacement or dissolution if repair is not possible.

Article 10: Liability

We are only liable for direct damage, not for consequential damage such as loss of profit or business interruption.
Our liability is limited to the invoice amount or the insurance payout.
We are not liable for improper use, storage or maintenance, or for deviations from our advice.
These limitations do not apply in cases of intent, wilful recklessness, or mandatory statutory provisions.

Article 11: Payment

Standard payment term is 14 days after the invoice date, unless agreed otherwise.
In case of late payment: default interest (2% per month, cumulative) and collection costs according to statutory regulations.
Payments received are allocated first to interest and costs, then to the oldest invoices.
Offsetting with counterclaims is not permitted.

Article 12: Retention of Title

Delivered goods remain the property of Felga Benelux until full payment has been made.
Goods may be resold in the ordinary course of business, subject to the retention of title.
If this article is violated, we may reclaim the goods.

Article 13: Intellectual Property

All intellectual property rights belong to Felga Benelux unless agreed otherwise in writing.
You may not reproduce or distribute documents or products without permission.
Files supplied by you must not infringe third-party rights; responsibility lies with you.

Article 14: Bankruptcy or Loss of Disposition

We may dissolve the agreement in the event of bankruptcy, suspension of payment, seizure, guardianship, or loss of legal capacity.

Article 15: Force Majeure

Force majeure includes, among others, war, government measures, failures, natural phenomena, and transport issues.
In the event of force majeure, we may suspend or dissolve the agreement without compensation.

Article 16: Cancellation and Suspension

In the event of cancellation before or during execution, we may charge costs and compensation (20–100% of the price).
Suspension of execution may lead to immediate payment of costs and damage.

Article 17: Applicable Law

Dutch law applies. CISG (Vienna Convention) is excluded.
Disputes will be brought before the competent court in Zwolle, unless the consumer chooses otherwise.
Outside the Netherlands, disputes may also be brought before the court in your place of business or residence.

Date: 19 May 2021