ARTICLE 1. | DEFINITIONS

In these terms and conditions of delivery, the following terms are used in the following sense, insofar as the nature or purport of the provisions does not dictate otherwise.

  1. DEBO-Timber BV: the user of these terms of delivery, located at Nijverheidstraat 27, 7581PV in Losser, registered in the Trade Register under Chamber of Commerce number 60204133.
  2. Other party: the natural person, at least acting in the exercise of a profession or business, or legal person, with whom DEBO-Timber BV has concluded or intends to conclude an agreement.
  3. Agreement: every agreement concluded between DEBO-Timber BV and the other party, with which DEBO-Timber BV has committed itself towards the other party, at a price agreed upon further, to the sale and/or delivery of products and/or woodworking .
  4. Products: all items to be sold and/or delivered by DEBO-Timber BV to the other party within the framework of the agreement, including, but not limited to, wood and panel materials.
  5. Woodworking: planing, sanding, milling, sawing, drying and/or otherwise processing wood.
  6. In writing: to store both traditional written communication and digital communication on a durable data carrier, such as e-mail communication.

ARTICLE 2. | GENERAL PROVISIONS

  1. These delivery conditions apply to every offer from DEBO-Timber BV and every agreement that has been concluded.
  2. These delivery conditions also apply to agreements for the execution of which third parties are involved.
  3. The applicability of the purchase or other terms and conditions of the other party is expressly rejected.
  4. The stipulations in these delivery terms and conditions can only be deviated from in writing. If and insofar as what the parties have expressly agreed in writing deviates from the provisions of these delivery terms and conditions, what the parties have expressly agreed in writing will apply.
  5. Annulment or nullity of one or more of the present provisions does not affect the validity of the other provisions. In such a case, the parties are obliged to enter into mutual consultation in order to make a replacement arrangement with regard to the affected clause. In doing so, the purpose and intent of the original provision is taken into account as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF THE AGREEMENT

  1. Unless a term of acceptance is stated therein, every offer from DEBO-Timber BV is without obligation.
  2. The other party cannot derive any rights from an offer from DEBO-Timber BV that contains an obvious error or mistake.
  3. The other party cannot derive any rights from an offer from DEBO-Timber BV that is based on incorrect or incomplete information provided by the other party.
  4. Any samples made available by DEBO-Timber BV serve only to determine the average quality, structure, appearance and color of the products to be delivered. Minor deviations between samples and the products actually to be delivered do not provide grounds for the other party to dissolve the agreement or to claim compensation or any other compensation.
  5. Every agreement is concluded by offer and acceptance. If the acceptance of the other party deviates from the offer of DEBO-Timber BV, the agreement will not be concluded in accordance with this deviating acceptance, unless DEBO-Timber BV indicates otherwise. Agreements between the other party on the one hand and representatives or intermediaries of DEBO-Timber BV on the other are not binding on DEBO-Timber BV until after its written confirmation.
  6. If an offer from DEBO-Timber BV does not lead to the conclusion of an agreement, DEBO-Timber BV is nevertheless entitled to charge to the other party all costs it has had to incur in order to be able to provide its offer. .
  7. A composite quotation does not oblige DEBO-Timber BV to fulfill part of the offer against a corresponding part of the stated price.
  8. If the other party concludes the agreement on behalf of another natural or legal person, it declares that it is authorized to do so by entering into the agreement. In addition to this (legal) person, the other party is jointly and severally liable for the fulfillment of the obligations under that agreement.

ARTICLE 4. | EXECUTION AND DELIVERY TIMES

  1. DEBO-Timber BV makes every effort to comply with the execution and delivery terms to which it has committed itself towards the other party, but these terms can only be regarded as indicative, non-fatal terms. The default of DEBO-Timber BV does not take effect until the other party has given DEBO-Timber BV written notice of default, in which notice a reasonable term is stated within which DEBO-Timber BV can still fulfill the agreement and the fulfillment after expiry of the the latter term has still not materialized.
  2. The terms as referred to in paragraph 1 will not commence until DEBO-Timber BV has received all information from the other party required for the execution or delivery.

ARTICLE 5. | DELIVERY OF PRODUCTS

    1. Delivery of the products takes place at the agreed place and manner. In the event of delivery, this takes place at the delivery address specified by the other party, failing which the billing address is regarded as the delivery address. In case of delivery, DEBO-Timber BV determines the method of shipment of the products.
    2. DEBO-Timber BV reserves the right to deliver orders in parts.
    3. Unless the nature or purport of any expressly agreed delivery conditions dictate otherwise, the risk of loss and damage to the products transfers to the other party at the moment that the products have been received by or on behalf of the other party.
    4. In the event of delivery, DEBO-Timber BV is only obliged to transport the products to a place that the vehicle can reach over a properly drivable terrain. In that case, the other party must also take care of any necessary permissions, exemptions and permits within the transport area in good time.
    5. In the event of delivery, the other party is obliged to receive the products at the unloading location and to unload them immediately, failing which the resulting additional costs will be for its account.
    6. Unless expressly agreed otherwise, the packaging of the products, other than packaging in accordance with article 13, will not be taken back by DEBO-Timber BV.
    7. If the agreed delivery period is exceeded, the other party is never entitled to refuse to accept the products or to pay the agreed price.
    8. If the products could not be delivered as a result of a circumstance attributable to the other party, DEBO-Timber BV will store the products at the expense and risk of the other party, without prejudice to the other party’s obligation to fulfill the agreed price.
    9. In the event that the other party refuses to take delivery of the ordered products or is otherwise negligent in receiving the products, the other party will inform DEBO-Timber BV at the first request of the term within which the products will still be purchased. This term will never be longer than one month after the day of the request as referred to in the previous sentence. DEBO-Timber BV is authorized to dissolve the agreement if the other party, after the expiry of the term referred to in the previous sentence, has still failed to take delivery of the products, without prejudice to the other party’s obligation to pay the agreed price and costs for storage of the products.
    10. If DEBO-Timber BV incurs reasonable costs when applying paragraphs 7, 8 or 9 which would not exist if the other party had properly fulfilled its obligations referred to therein, these costs will be borne by the other party.

    ARTICLE 6. | WOODWORK

    1. The provisions of this article apply to the agreement whereby the other party instructs DEBO-Timber BV for woodworking.
    2. The other party is obliged to provide DEBO-Timber BV with all relevant information, documents and materials, both prior to and during the execution of the agreement, which are reasonably necessary for the proper execution of the agreement.
    3. The other party guarantees the correctness of all data, documents and materials that it makes available to DEBO-Timber BV for the execution of the woodworking. The other party furthermore guarantees that the delivery of these data, materials and documents does not infringe the copyrights or other intellectual property rights of third parties. The other party indemnifies DEBO-Timber BV against all claims from third parties in this regard.
    4. If the agreed woodworking relates to goods to be delivered by the other party, the other party must deliver these materials in closed packaging, at the agreed time and place. DEBO-Timber BV is not obliged to insure these items against any risk, unless expressly agreed otherwise. DEBO-Timber BV is not liable for damage or other reduction in value of the goods referred to, unless there is intent or willful recklessness on the part of DEBO-Timber BV. The other party is obliged to collect the processed goods (or have them collected) after completion of the woodworking within the term stated by DEBO-Timber BV, unless it has been expressly agreed that DEBO-Timber BV will take care of the delivery, in which case the provisions in Article 5 applies mutatis mutandis.
    5. DEBO-Timber BV has a right of retention vis-à-vis anyone who demands delivery thereof on the goods and documents of the other party that DEBO-Timber BV has in its possession within the framework of the agreement.
    6. Against the other party, DEBO-Timber BV can also exercise the right of retention for what is still owed to it in connection with previous agreements with the other party.
    7. All items and documents of the other party that DEBO-Timber BV has in its possession in connection with the agreement serve as a pledge for all claims it has against the other party.

    ARTICLE 7. | RESEARCH, ADVERTISING AND WARRANTY

    1. At the time of delivery of the products or the goods delivered in connection with woodworking, the other party must immediately investigate whether the nature and quantity thereof correspond to the agreement. If, in the opinion of the other party, the nature and/or quantity of the products or goods does not comply with the agreement, it must notify DEBO-Timber BV of this immediately after delivery or completion. In the event of non-visible defects, the other party must notify DEBO-Timber BV in writing within seven days after the delivery or completion.
    2. If the other party does not make a complaint in time, DEBO-Timber BV does not have any obligation whatsoever from such a complaint from the other party.
    3. Even if the other party makes a timely complaint, the other party’s obligation to pay the agreed price on time will continue to exist.
    4. If and insofar as nothing has been agreed in writing regarding quality requirements for the delivered or delivered goods, the other party is entitled to a quality level that is in accordance with what is customary in the trade in this regard. With regard to sizes and numbers, the normal commercial practices are considered to be agreed, insofar as not expressly agreed otherwise. Any further form of warranty is excluded.
    5. Products sold by DEBO-Timber BV can never be returned without the prior written consent of DEBO-Timber BV.
    6. If investigation, replacement or repair costs are incurred in connection with an unfounded or late complaint, these costs will be borne by the other party.

    ARTICLE 8. | FORCE MAJEURE

    1. DEBO-Timber BV is not obliged to fulfill any obligation under the agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted views.
    2. If the force majeure situation makes the fulfillment of the agreement permanently impossible, the parties are entitled to dissolve the agreement with immediate effect.
    3. If DEBO-Timber BV has already partially fulfilled its obligations at the start of the force majeure situation, or can only partially fulfill its obligations, it is entitled to separately invoice the already performed part or the executable part of the agreement as if there is talk of an independent agreement.
    4. Damage as a result of force majeure is never eligible for compensation, without prejudice to the application of the previous paragraph.

    ARTICLE 9. | SUSPENSION AND DISSOLUTION

    1. If the circumstances justify this, DEBO-Timber BV is authorized to suspend the execution of the agreement or to dissolve the agreement in whole or in part with immediate effect, if and insofar as the other party does not, or does not -compliance with or not in full, or circumstances that have come to DEBO-Timber BV’s knowledge after the conclusion of the agreement give good reason to fear that the other party will not fulfill its obligations.
    2. If the other party is in a state of bankruptcy, the Natural Persons Debt Rescheduling Act has been declared applicable to it, has applied for a moratorium, any attachment has been imposed on its goods or in cases in which the other party cannot otherwise freely dispose of its assets. DEBO-Timber BV is entitled to dissolve the agreement with immediate effect, insofar as the other party has not already provided adequate security for the payment(s).
    3. In addition, DEBO-Timber BV is entitled to dissolve the agreement if and insofar as circumstances arise which are of such a nature that fulfillment of the agreement is impossible or unaltered maintenance thereof cannot reasonably be expected of it.
    4. The other party will never claim any form of compensation in connection with the right of suspension and termination exercised by DEBO-Timber BV on the basis of this article.
    5. Insofar as this can be attributed to it, the other party is obliged to compensate the damage suffered by DEBO-Timber BV as a result of the suspension or dissolution of the agreement.
    6. If DEBO-Timber BV dissolves the agreement on the basis of this article, all claims against the other party are immediately due and payable.

    ARTICLE 10. | PRICES AND PAYMENTS

    1. All prices of DEBO-Timber BV are exclusive of VAT and other government levies, as well as any transport costs. Prices of DEBO-Timber BV are based on the cost factors applicable at the time the offer is made or the agreement is concluded, including material prices, wage costs, freight costs, insurance costs, taxes and other government levies. DEBO-Timber BV is entitled to pass on price increases of such cost-determining factors to the other party.
    2. DEBO-Timber BV is at all times entitled to demand that the agreed price is paid in full or in part by means of advance payment.
    3. Unless another payment method has been agreed, payments must be made by bank transfer, within the term stated on the invoice, in the manner prescribed by DEBO-Timber BV. DEBO-Timber BV is entitled to make the invoices available to the other party exclusively by e-mail.
    4. DEBO-Timber BV is not previously obliged to (further) implement the agreement for as long as the other party is in default with payment of any advanced payment as referred to in paragraph 2.
    5. The other party is never entitled to set off any claims against DEBO-Timber BV against claims of DEBO-Timber BV against the other party.
    6. In the event of liquidation, bankruptcy, applicability of the Debt Rescheduling Natural Persons or suspension of payment of the other party, the claims against the other party are immediately due and payable.
    7. If timely payment is not made, the default of the other party will take effect by operation of law. From the day that the default of the other party occurs, the other party owes interest of 1% per month on the outstanding amount, whereby part of a month is regarded as a full month.
    8. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain amounts owed by the other party, are for the account of the other party.

    ARTICLE 11. | LIABILITY AND INDEMNITY

    1. Barring intent or willful recklessness on the part of DEBO-Timber BV, as well as subject to the provisions of Article 7, DEBO-Timber BV is no longer liable for defects in the delivered or completed after delivery.
    2. DEBO-Timber BV does not guarantee that the products and the goods delivered in connection with woodworking are suitable for the purpose for which the other party wishes to use them, even if this purpose has been made known to DEBO-Timber BV. DEBO-Timber BV is not liable for the consequences of any incorrect application and processing of the products or goods by the other party and/or by third parties.
    3. The other party guarantees that the measurements, quantities and other information provided for the execution of the agreement are correct and complete. The other party bears the damage caused by inaccuracies or incompleteness in information provided by the other party, a shortcoming in the fulfillment of the obligations of the other party arising from the law or the agreement, as well as any other circumstance that cannot be attributed to DEBO-Timber BV. .
    4. With regard to the sizes and quantities specified by the other party, the standard deviation tolerances in the market apply, except insofar as such tolerances have been excluded in writing in advance. Such deviations cannot be regarded as a shortcoming of DEBO-Timber BV.
    5. All advice, data and instructions for use are compiled and provided by DEBO-Timber BV to the best of its ability, but are entirely without obligation, without any liability for DEBO-Timber BV ensuing from this.
    6. DEBO-Timber BV bears no liability for damage for which the manufacturer of the products should bear the damage pursuant to the statutory regulation of product liability.
    7. DEBO-Timber BV is never liable for consequential damage, including loss of profit, loss suffered and damage as a result of business interruption.
    8. The liability of DEBO-Timber BV is limited to a maximum of the invoice value of the agreement, at least to that part of the agreement to which the liability of DEBO-Timber BV relates, on the understanding that the liability of DEBO-Timber BV will never exceed the amount that is actually paid out in respect of the relevant case under any liability insurance policy of DEBO-Timber BV, increased by any deductible of DEBO-Timber BV that applies pursuant to that insurance.
    9. The limitation period for all claims and defenses against DEBO-Timber BV is one year.
    10. Except in the case of intent or willful recklessness on the part of DEBO-Timber BV, the other party shall indemnify DEBO-Timber BV against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interests, regarding the execution of the agreement by DEBO-Timber BV.

    ARTICLE 12. | RETENTION OF TITLE

    1. All products sold by DEBO-Timber BV remain its property until the other party has properly fulfilled all obligations under the agreement.
    2. Except to the extent that it must be deemed permissible in the context of its normal business operations, the other party is prohibited from selling, pledging or encumbering in any other way the products subject to retention of title.
    3. The other party is obliged to keep the products delivered subject to retention of title with due care and as recognizable property of DEBO-Timber BV.
    4. If third parties seize the products subject to retention of title, or wish to establish or enforce rights thereon, the other party is obliged to inform DEBO-Timber BV of this as soon as possible.
    5. In the event of sale and/or delivery by the other party to third parties in the context of its normal business operations, as well as in the event of violation of the other provisions of this article, the purchase price becomes immediately due and payable in full. In the event of a sale to third parties, the other party is also obliged to stipulate a retention of title that is at least as far-reaching as the retention of title in this article, on the understanding that the third party may not be granted an encumbrance or alienation authority. At the moment of transfer to a third party, DEBO-Timber BV acquires a non-possessory pledge on the claim(s) of the other party against the third party, with the right to notify that third party and to claim and receive payment.</ li>
    6. The other party gives unconditional permission to DEBO-Timber BV or third parties designated by DEBO-Timber BV to enter all those places where the products subject to retention of title are located. DEBO-Timber BV is entitled to take back the products referred to here in the event of default on the part of the other party. The other party must provide DEBO-Timber BV on first request with all information in order to be able to exercise its property rights, such on pain of an immediately due and payable fine of € 1,000 per day that the other party is in default and without DEBO-Timber BV has to declare the other party to be in default. All reasonable costs associated with the exercise of its property rights will be borne by the other party.
    7. If the other party has fulfilled its obligations after the products sold have been delivered to it, the retention of title with regard to these products will be revived if the other party does not fulfill its obligations under a later agreement.
    8. If the delivered products are processed, treated or mixed, DEBO-Timber BV immediately acquires the right of co-ownership for an equal value in the item in which the products have been processed, processed or mixed.

    ARTICLE 13. | PACKAGING

    1. Packaging remains the property of DEBO-Timber BV, unless expressly agreed otherwise. The other party is not entitled to use the packaging for purposes for which the packaging is not intended.
    2. DEBO-Timber BV is authorized to charge costs to the other party for the use of packaging.
    3. The other party is obliged to return the packaging in accordance with the instructions provided by DEBO-Timber BV. If the packaging is returned on time and in good condition, DEBO-Timber BV will refund the costs as referred to in paragraph 2 to the other party.
    4. If the packaging is not returned or is not returned in good condition, DEBO-Timber BV is not obliged to reimburse as referred to in the previous paragraph. If the packaging is not returned on time in accordance with the instructions provided by DEBO-Timber BV, DEBO-Timber BV is entitled to pass on any resulting delay damage to the other party.

    ARTICLE 14. | INTELLECTUAL PROPERTY

    1. DEBO-Timber BV reserves all intellectual property rights to the offers made by it, drawings and calculations made, descriptions, models, designs, brands and product specifications made available to the other party, insofar as these rights do not rest with third parties. .
    2. The other party is prohibited from multiplying, having reproduced or otherwise using the goods as referred to in paragraph 1 in a manner other than that which necessarily arises from the nature or purport of the agreement.
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    4. In the event of an infringement of the provisions of the previous paragraph, DEBO-Timber BV reserves all rights it is entitled to by law, including the right to compensation.

    ARTICLE 15. | FINAL PROVISIONS

    1. On every agreement and all legal relationships arising from it between the parties, only Dutch law applies.
    2. The parties will not appeal to the courts until they have made every effort to settle the dispute in mutual consultation.
    3. Only the competent court within the district where DEBO-Timber BV is established is designated to hear legal disputes.