General Terms and Conditions

General Terms and Conditions

 

1. General

  1. Forma Fundo develops and produces Veterinary Training Manikins.
  2. These General Terms and Conditions apply to the quotations presented or orders accepted by Forma Fundo.
  3. Forma Fundo will accept the terms and conditions of the client only if it agrees this in writing with the client.
  4. Forma Fundo is located at Dijkstraat 3, 4152 ER Rhenoy, The Netherlands and is registered at the Chamber of Commerce Utrecht under number 52872793.
  5. In the event that the stipulations contained in these General Terms and Conditions and the contract conflict with one another, the stipulations contained in the contract will apply.

 

2. Quotation

  1. All quotations by Forma Fundo are without obligation and will be made in writing. The period for acceptance of the quotation by the by the client is set at two months.
  2. If a quotation contains an obvious mistake or error in writing, the quotation will no longer be valid. A contract between the client and Forma Fundo is valid only if confirmed in writing by both parties. Changes to contracts will apply as soon as they have been confirmed in writing by both the client and Forma Fundo.
  3. Prototypes, models, samples or drawings displayed or provided are only non-binding indications of the goods in question. The client is entitled to terminate the contract only if the client proves that the items delivered deviate from Forma Fundo's specifications or from the prototypes, models or drawings provided to such an extent that the client can no longer be reasonably obliged to purchase them.

 

3. Fees, charges, payment and retention of title

  1. A fee for the delivery of the goods is stated in the quotation. Forma Fundo will not charge any fees other than those stated in the quotation.
  2. All fees are quoted in euros excluding VAT.
  3. Once the client has accepted the quotation in writing, Forma Fundo will send an invoice for the full amount or an advance payment within one week. The client will receive the invoice for the remaining amount, if applicable, within two weeks of delivery of the goods. The client will transfer the amount quoted to bank account number IBAN NL02ABNA061.91.61.612 BIC ABNANL2A, stating the invoice number, within fourteen days of the invoice date.
  4. If the client does not pay the invoice within the period agreed, he or she will be in default of payment. In that case, the client will owe statutory commercial interest on the outstanding amount from the date on which he or she is in default of payment.
  5. In the event that the outstanding invoice is referred for collection, all collection charges will be for the account of the client. The collection charges amount to 15% of the outstanding amount, with a minimum of €75.00.
  6. All goods delivered by Forma Fundo in the context of the contract will remain the property of Forma Fundo until the client has satisfactorily fulfilled his or her obligations under the contract or contracts concluded with Forma Fundo.

 

4. Delivery period

  1. Forma Fundo will apply a delivery period of four weeks after receipt of the full amount or advance payment. This period is approximate only, unless explicitly agreed otherwise.
  2. In the event that a delivery period is exceeded, the client must give Forma Fundo notice of default in writing. Forma Fundo must then be given a reasonable period within which it can fulfil the contract.
  3. Delivery will take place from the business address of Forma Fundo unless agreed otherwise in writing.
  4. The risk for the good is transferred at the moment of delivery.

 

5. Warranty

  1. Forma Fundo will provide a one-year warranty on the manikins after delivery, unless the parties have agreed otherwise. Changes to the warranty period will apply as soon as they have been confirmed in writing by the client and Forma Fundo.
  2. The warranty does not cover damage or defects caused by improper use, incorrect storage or maintenance by the client and/or by third parties or changes applied to the manikins without consulting Forma Fundo. Nor can the client claim under the warranty if the damage or defect has been caused by or is the result of circumstances beyond Forma Fundo's control, including weather conditions (such as, yet not limited to, extreme rainfall or temperatures), etc.
  3. The client will check the quality of the manikins upon delivery. Any defects will be reported at that time. Any defects not immediately visible must be reported to Forma Fundo in writing within fourteen days of delivery. If a defect is reported later, the client is no longer entitled to repair, replacement or compensation.
  4. If a manikin is determined to be defective and Forma Fundo is notified of this promptly, Forma Fundo will replace or repair the manikin or arrange for compensation in respect thereof within a reasonable period of time.
  5. Minor differences in quality, specifications, etc., which cannot be prevented for technical reasons, give no grounds for complaint.

 

6. Liability and indemnification

  1. Forma Fundo is liable only in the case of an attributable failure.
  2. In the case that Forma Fundo is liable for damage, the Forma Fundo's liability is limited to a maximum of the invoice value of the order.
  3. In any case, Forma Fundo's liability is limited to the amount of the payment by its insurer in the case concerned.
  4. Forma Fundo is liable exclusively for direct damage.
  5. Forma Fundo accepts no liability for consequential or indirect damage resulting from the use of products supplied by Forma Fundo.
  6. Forma Fundo is not obliged to compensate any damage as a result of force majeure.
  7. The client indemnifies Forma Fundo against claims from third parties if such claims are related to services or products supplied by Forma Fundo.
  8. Following delivery, the client is responsible and liable for the correct use of the delivered goods. This also applies to instructions to third parties concerning the correct use.
  9. The client himself is responsible and liable for any consequential or other damage arising from negligent or improper use of the delivered goods. This includes the failure to carry out required or normal maintenance. This also applies if this has been done by third parties.
  10. Any right which the client has in respect of Forma Fundo for damage resulting from any shortcomings and/or errors by Forma Fundo in the performance of the contract will lapse after twelve months, counting from the date of delivery.

 

7. Intellectual property

  1. The intellectual property rights on all goods delivered, designed and developed by Forma Fundo are owned by Forma Fundo. The client guarantees that he or she will not infringe (nor allow or enable third parties to infringe) intellectual property rights of Forma Fundo, with regard to the goods, for example by copying, altering or imitating the goods.
  2. Forma Fundo is entitled to use the knowledge gained by carrying out the assignment for other purposes. In doing so, Forma Fundo will not pass on any strictly confidential information from the client to third parties.

 

8. Applicable law

  1. The contracts concluded by Forma Fundo and these General Terms and Conditions are exclusively governed by Dutch law, even if the client resides abroad or if all or part of the work is carried out abroad.
  2. Any dispute whatsoever concerning or arising from the contracts concluded by Forma Fundo will be settled in the Netherlands, by the competent court in the place of business of Forma Fundo unless the subdistrict court has exclusive jurisdiction. However, Forma Fundo reserves the right to summon the client to appear before the competent court of the place of domicile of the client.
  3. The Vienna Sales Convention (CISG) does not apply to these Terms and Conditions, nor do any other international regulations whose exclusion is permitted.
  4. The Parties may agree on another form of dispute settlement, such as arbitration or mediation.

 

9. Source

These General Terms and Conditions have been filed with the Chamber of Commerce in Utrecht. Commercial Register number 52.87.27.93
The most recently filed version or the version that applied at the time at which the contract with Forma Fundo was concluded will apply.
The Dutch text of the General Terms and Conditions is decisive for the interpretation thereof.