General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND ASSEMBLY OF BUVA RATIONELE BOUWPRODUKTEN B.V. AND BUVA COMPOSITES B.V.

Table of Contents
Part A General terms and conditions of sale and delivery
Part B Specific assembly terms and conditions
Part C Terms and conditions for consumers via the Web Shop

Parts
1. Part C of these general terms and conditions is applicable if there is question of proposals, recommendations, orders, purchases, deliveries and services of and agreements with BUVA rationele bouwprodukten B.V. that take place / are concluded or took place / were concluded through the web shop for consumers of BUVA. 
2. Part A of these general terms and conditions is applicable to any and all other proposals, recommendations, orders, purchases, deliveries and services of and agreements with BUVA rationele bouwprodukten B.V. and/or BUVA Composites B.V.
3. If with Parts A and C of these general terms and conditions there is also question of assembly, installation and repair activities, as intended in Part B of these general terms and conditions, then the specific assembly terms and conditions of Part B are also applicable.

A. General terms and conditions of sale and delivery

Article 1 Applicability
These general terms and conditions are applicable to any and all proposals, recommendations, sales transactions, deliveries and services of and agreements concluded with BUVA rationele bouwprodukten B.V. and/or BUVA Composites B.V., hereinafter, both individually and collectively, referred to as: “BUVA”, unless expressly stipulated otherwise.
Deviating stipulations or conditions, also if they are included in the purchase terms and conditions of buyers, are only applicable if and to the extent that we expressly agreed with the same in writing.
By awarding a contract to us the buyer accepts the applicability of these general terms and conditions.

Article 2 Proposals and agreements
All our proposals are always subject to contract. An agreement is only concluded through our written confirmation of an order or through the actual performance of an order.
Conditions and arrangements agreed on with our representatives or other persons in our employ, which deviate from these general terms and conditions, shall only have binding effect on us if they were confirmed by us in writing.
Agreements can only be changed or supplemented if both parties declared to agree with the change or addition in writing.

Article 3 Documents and deviations
The images, drawings, dimensions and the like included in our proposals, price lists, catalogues and other advertising material are only approximate and are subject to change.
Any and all documents supplied by us in connection therewith, in particular drawings and designs, remain our property and must on demand be returned to us, whilst neither the said documents nor the data included in the same can be reproduced and/or made available to third parties without our written consent.
Special qualities that may be required must expressly be indicated with orders.
In case of orders for minor quantities the right is reserved to adjust the price accordingly.
In case of goods specifically manufactured or ordered for the buyer, we reserve the right to deliver 10% more or less of the ordered goods.

Article 4 Fees, price and costs
The prices specified by us are always subject to change and exclusive of turnover tax. They are based on the material prices, factory prices, foreign exchange rates, import and export duties, insurance rates, freight charges, taxes and similar price-determining factors applicable at the time of the conclusion of the transaction. If a change occurs in these factors before the delivery took place then we are authorised to adjust the said price with prior notice in an equitable manner, at our discretion. For orders under a minimum value to be determined by us we are entitled to increase the invoice by an compensation for the administration costs and freight expenses (mark-up for small orders). Set-up costs for customised products are charged separately. Samples and/or models sent free of charge remain our property and must on demand be returned to us. If this is not complied with within 7 days then we are entitled to yet charge the samples.

Article 5 Packaging
Our prices are inclusive of normal packaging. Special packaging, e.g. crates and Euro pallets, (Danish)  (roll) containers and the like, are charged to the buyer. Separately charged packaging is credited upon carriage paid return in undamaged state within 30 days after the date of the invoice.
This also applies to samples and/or models that were charged.

Article 6 Delivery periods and delivery
The delivery periods specified by us are subject to change and are only valid approximately. An overstepping of the delivery period, due to any cause whatsoever, shall not entitle the buyer to rescind the agreement or to suspend payment and shall neither compel us to pay compensation. We are entitled to make deliveries in instalments and to invoice the said partial delivery separately and to claim payment for the same. With regard to purchases on call it is noted that the purchased goods are divided as much as possible in equal quantities and periods over the time established for the purchase; if this does not take place then the buyer shall, without any notice of default being required, be in default and this shall entitle us to the authorities as intended in article 9. If a delivery period was not stipulated in case of a purchase on call then a period of three months shall apply as such, taking effect on the day that the sale and purchase agreement was concluded. After expiry of the said period, or after expiry of the stipulated call period, we are entitled to, without having to take any credit period into account, require payment of the goods sold on call. The buyer is held to take delivery of the goods offered on or about the delivery time.
The offer to deliver is put on par with the delivery. If the buyer fails to take delivery of the goods then we are entitled to store the goods at the risk and expense of the buyer and to claim the full purchase price, plus the compensation for the costs resulting from the persisting failure to take delivery. In the Netherlands goods are delivered at the place of destination carriage paid in accordance with the relevant arrangements stipulated by and between us and the buyer, the latter however subject to the proviso that the destination is accessible along the common route. The choice of the manner of transport is up to us.

Article 7 Payment
Payment must take place in euros without discount or debt settlement within 30 days after the date of the invoice, either at our office or to our giro or bank account. The date that, if paid by bank or giro, our accounts are credited is qualified as the day of the payment. Each and every payment of the buyer extends to payment of the oldest unpaid invoice. If the buyer is in default in respect of a payment vis-à-vis us then any and all claims that we have vis-à-vis the buyer immediately fall due.
Failing payment within 30 days the buyer is deemed to be in default by operation of law and from the due date we are entitled to charge a credit restriction surcharge of 2% of the invoice amount. Without prejudice to the provisions set forth in article 9 and without prejudice to the credit restriction surcharge, we are entitled to charge an interest rate to the buyer that equals the present statutory interest rate for every month, or part thereof, by which the payment term is exceeded. In addition, any and all costs, damages and interest, incurred both in and out of court for the collection of the amounts payable to us, are at the expense of the buyer. The extrajudicial costs shall amount to at least 10% of the claimable amount (including invoice amount, credit restriction surcharge and credit compensation), with a minimum of € 50.00, without us being held to demonstrate that we incurred the said costs. Judicial costs include costs of a winding-up petition.
We are always entitled to claim payment in advance or provision of security from the buyer before proceeding with delivery or further delivery. If the buyer fails to comply with this then we are entitled to the authorities as intended in article 9.

Article 8 Force majeure
Force majeure is understood as each and every circumstance as a result of which compliance with an agreement by us can reasonably not be requested, e.g. war, threat of war, mobilisation, riots, state of emergency, disasters, industrial action, fire, frost, business interruptions, breakage of machinery and/or tools, lack of raw materials and equipment, stagnation in the transport, disrupting statutory provisions, impediments that are caused by official measures, disruption in the power supply as well as the instance where our own suppliers make it, regardless of the relevant reason, impossible for us to proceed with delivery.
In case of force majeure we are entitled to, at our discretion, change the stipulated delivery period or to cancel the agreement respectively the part of it that has not been implemented yet, without being held to pay any compensation.

Article 9 Suspension and rescission
If the buyer does not comply with an obligation, improperly or not in a timely fashion, also including the instance where the buyer did not effectuate a payment at the relevantly stipulated time, or if it is subject to serious doubt whether the buyer is able to comply with its contractual obligations vis-à-vis us then we shall always be authorised, without any notice of default or judicial intervention being required, to suspend the implementation of each and every agreement concluded with the buyer, or to rescind it either in whole or in part, such without us being liable to pay any compensation for damages and without prejudice to the other rights vested in us, whilst we shall, as the occasion arises, be authorised to also cancel any and all other transactions pending with the relevant buyer, to the extent that they have not been implemented yet. Each and every cancellation always results in the exigibility of everything that is payable to us.

Article 10 Cancellation or change
Cancellation or change of an order by the buyer is only possible if we agree with it. If we agree with cancellation then the buyer is held to pay a fee of 15% of the purchase price, unless the already incurred costs plus lost profit exceed the thus stipulated amount, in which instance a higher percentage must be stipulated. If we agree with a change of an order then the buyer is held to pay a fee of € 25.00, unless the already incurred costs plus lost profit exceed the thus stipulated amount, in which instance a higher amount must be stipulated. In case of a cancellation or change, the buyer cannot claim the performances that have already been delivered by us.

Article 11 Reservation of title
Up to the moment of payment in full of any and all claims - on any account whatsoever - that we have vis-à-vis the buyer the delivered goods remain, at the risk and expense of the buyer, our property.
Any and all goods delivered or yet to be delivered exclusively remain our property until any and all claims that we have or shall acquire vis-à-vis the buyer, including in any case the claims as intended in section 92 subsection 2 of Book 3 of the Dutch Civil Code, were paid in full.

Without our prior written consent the buyer is not authorised to redeliver the goods of which the title is vested in us. We reserve any and all rights with regard to payment in full or provision of a bank guarantee for our benefit with regard to any and all of our claims vis-à-vis the buyer before we give consent to redelivery.
If the buyer redelivered the goods then the buyer becomes the custodian of the goods vis-à-vis us and the buyer is held to inform its buyer in writing of our reservation of title prior to the redelivery, to immediately send us a copy of the same and to attach, and keep attached, the recognisability of our ownership clearly on all of the goods, such before proceeding with redelivery.
On our demand the buyer commits to lend cooperation in the establishment of a right of pledge on the claims that the buyer acquires or shall acquire on account of redelivery of the goods vis-à-vis its buyers. On our demand the buyer shall lend cooperation in registration of the right of pledge if we deem a registered right of pledge to be appropriate.
The buyer is held to store the goods that were delivered pursuant to our reservation of title with the necessary diligence and recognisable as our property.
If goods delivered by us are processed or mixed with other goods then at the moment of and due to the mere fact of the mixing the buyer transfers its potential ownership right or shared ownership right in respect of the goods created by the processing to us in advance by way of security for our claims that we have vis-à-vis the buyer on account of goods delivered by us.
If the buyer does not comply with one of its obligations, or not in a timely fashion, or if the buyer is or threatens to be, at our discretion, in payment difficulties then we are authorised to - regardless of in whose possession they are - take back all delivered goods or a part of the said goods. The buyer shall always provide us free access to its premises and/or buildings for the inspection of the goods and/or to exercise our rights. In case of return the buyer shall be credited on the basis of the value that must, at our discretion, be allocated to the goods, minus any and all costs related to the return, without prejudice to our right to compensation for damages deriving from the same.
The aforementioned provisions do not affect the other rights vested in us.
The risk regarding goods and services transfers to the buyer at the moment of delivery.

Article 12 Warranty
The warranty provided by us does in all instances only regard the, at our discretion, free repair of the defect and shall never extend further than the warranty provided for the product by the relevant manufacturer or supplier. Reliance on the warranty by the buyer is only possible if and after the latter has complied with its payment obligations to us. We are never held to provide warranty if the contended defects are the result of normal wear and tear and/or incorrect use, treatment, maintenance or assembly of the delivered good. The warranty obligation also expires if defects occur after changes or repairs that have been made by or on behalf of the buyer without our written consent.

If the warranty terms and conditions are applicable to the proposals, recommendations, sales transactions, deliveries, services and agreements concluded with BUVA then they remain in full force and effect. The present article is applicable to the extent that it is not in violation of the warranty terms and conditions.

Article 13 Complaints and returns
Complaints and returns, of any nature whatsoever, shall not suspend the payment obligation(s) of the buyer and can only be submitted to us digitally accompanied by the relevant packing list, order and/or invoice. It must be clear what quantities of what products (description with product numbers) are complained about and/or returned. After the submission of the complaint and/or return you receive an RMA number from us, which you need to specify with the return shipment. Without RMA number we reserve the right to reject the return shipment. Return shipments must take place carriage paid or we can have them picked up in the course of which we reserve the right to charge the costs of the transport. Taking delivery of the returned goods does not automatically imply our acceptance.
Returnable carts and/or crates must be offered separately from complaints and returns.

Not a single complaint is admissible if the buyer proceeded with processing or redelivery whilst the buyer could have detected the alleged defect of the goods through a simple, visual inspection. Minor deviations from the offer and/or samples in terms of quality, colour or construction or that are deemed to be permissible according to trade practices cannot give cause to complaints.
Any and all complaints related to the deliveries can only be submitted within eight days after delivery of the goods. In respect of goods picked up from our warehouses complaints are only processed upon release. Complaints about transport damages must be reported immediately upon delivery on the (electronic / digital) consignment note. After expiry of the said time limits the right to complain expires.

Unless based on a written arrangement, we reserve the right not to accept returns in connection with surpluses. Returns must be undamaged and again be marketable.
The buyer is credited for the return shipments accepted by us minus at least 25% of the invoice value of the returned products for, inter alia, administration costs, freight charges, inspection and warehouse expenses. Electromechanical products are tested on operation and taken back if marketable again. The inspection costs are at the expense of the buyer. Tested products that were rejected by BUVA are disposed of after five working days if the buyer did not indicate within the said time limit to want to have the products returned. Customised manufactured products, products specifically ordered by BUVA or already used products cannot be returned.

Article 14 Liability
Our liability is limited to compliance with the warranty obligation as intended in article 12.
Our buyer indemnifies us against any and all damages, costs and interest that may arise on our part as a result of claims of third parties that are related to the goods delivered and/or the services supplied by us. We shall not be liable for - direct or indirect - consequences of defects of goods delivered and/or services supplied by us. We are never held to pay compensation for trading losses, by any name and due to any cause whatsoever. We are not liable for recommendations with regard to the use and the application of the delivered goods and/or the supplied services.

If and to the extent that we, despite this limitation of liability, are deemed to be liable vis-à-vis the buyer:
  • and the said liability is covered by relevant insurance taken out by us then we are exclusively held to pay compensation for the incurred damages up to at most the amount that the insurer pays out. Damages incurred by the buyer exceeding the said maximum are therefore not compensated;
  • and the said liability is not covered by a relevant insurance taken out by us or if the insurer does not make any pay-out then the obligation to pay compensation, on any account whatsoever, shall always be limited to at most the invoice value of (the used part of) the delivered goods / the supplied services in respect of which the damages arose or up to at most the invoice value of the goods delivered and/or the services supplied by us and/or, failing an invoice value, up to at most an amount of € 500.00. The damages to be compensated, as intended in this paragraph, shall never exceed an amount of € 500.00.

Article 15 Intellectual and industrial property rights
  • Any and all intellectual and industrial property rights with regard to products delivered and/or services supplied by BUVA (including but not limited to drawings, calculations, descriptions, models, samples, etc.) and the design of the same and with regard to everything that BUVA develops, manufactures or makes available, including manuals, packaging, catalogues and images, are vested in BUVA.
  • The buyer is not allowed to remove or change any indication regarding patents, copyrights, brands, trade names or any other intellectual or industrial property rights from the products and/or services. The buyer is moreover not allowed to use brands, logos and/or images of the delivered products and/or supplied services.
  • The intellectual property rights with regard to the website(s) of BUVA, the relevant design and the descriptions, images, pictures, video clips and other information included on the website of BUVA, in any form whatsoever, belong to BUVA and cannot be used without consent of BUVA.
  • BUVA excludes each and every liability with regard to potential infringements of intellectual or industrial property rights of third parties as a result of and in connection with the products delivered and/or the services supplied to the buyer by the same. 
Article 16 Invalidity and/or nullification of one or more provisions
In case a provision of these general terms and conditions of sale and delivery is and/or shall be invalid and/or nullifiable, the other provisions of these general terms and conditions of sale and delivery shall remain in full force and effect to the extent that, given the scope and the objective of these general terms and conditions of sale and delivery, the said other provisions are not inextricably linked to the invalid and/or nullifiable provision(s) and in case of invalidity and/or nullification of one or more provisions one or more provisions shall be established that, given the scope and the objective of the general terms and conditions of sale and delivery, more in particular of the invalid and/or nullifiable provisions, deviate from the said invalid and/or nullifiable provisions as little as possible. As the occasion arises the scope of the general terms and conditions of sale and delivery is preserved as much as possible.

Article 17 Responsibility
We do not accept responsibility for a design created by or on behalf of the buyer.
We only accept responsibility for the solidness of the materials used.
We shall never accept any responsibility for parts that the buyer makes available.
If we manufacture goods under the authority of our buyer then the buyer guarantees us that this does not infringe industrial or other rights of third parties. The buyer shall indemnify us in connection therewith.

Article 18 Consumers (not through Web Shop)
If the other party is a consumer within the meaning of the law and if these terms and conditions wrongly deviate from the mandatory statutory provisions for the protection of the consumer then the statutory provisions are applicable and not the deviations(s) in these general terms and conditions. The provisions set forth below in article 21 (Disputes) are not applicable in the sense that the consumer has the possibility of informing us within one month after we have relied on the said article in writing to nonetheless opt for settlement of the dispute before the statutorily competent court. In the latter instance proceedings shall take place before the latter-mentioned court.

Article 19 Inspection
The general terms and conditions can be inspected at the office of BUVA free of charge.
The general terms and conditions were moreover filed with the registry of the District Court in Rotterdam under number: 50/2018. Finally, the general terms and conditions can be printed via the website of BUVA: www.buva.nl and are on demand of the consumer sent to the consumer free of charge.

Article 20 Applicable law
Dutch law is exclusively applicable to the agreement concluded by and between us and the buyer and to the disputes deriving from the same.

Article 21 Disputes
Any and all disputes that arise between us and the buyer are subject to the opinion of the competent court in the district where our office is established. We are, however, authorised to bring disputes to the cognisance of a different competent Dutch or foreign court.

B. Specific assembly terms and conditions

Article 1 Specific assembly terms and conditions
  • The assembly terms and conditions are related to any and all assembly, installation and repair activities.
  • The prices specified in the order confirmation are based on the assembly contract stipulated by and between the buyer and BUVA and are exclusive of VAT.
  • The specified prices are exclusive of travelling expenses and exclusive of parking charges. The prices are inclusive of travelling expenses and parking charges if this is expressly mentioned in the confirmation of the purchase contract of the buyer.
  • The prices specified in the order confirmation are valid if the assembly activities on which they are based can be carried out in such manner that a full-day production is possible. If this is not possible then the associated costs result in an additional price that (also) depends on the number of productive hours and the potential additional travelling expenses and parking charges.
  • BUVA is entitled to invoice the assembly in the interim to the buyer through partial invoices.
  • The buyer makes a loading and unloading location available in order that the loading and unloading of tools and materials can take place directly at the work location and the buyer also ensures that a free parking space is available within a radius of 75 metres calculated from the work location for the business vehicle in the course of which the buyer must also ensure that the service roads are suitable and that the service roads are sufficient wide and free from obstacles.
  • The buyer ensures that the assembly activities can be carried out consecutively by BUVA on working days between 07:00 o’clock and 17:00 o’clock. If this is, for any reason and due to any cause whatsoever, not possible then BUVA shall pass the costs deriving from and/or related to the same to the buyer at a surcharge.
  • Potential contract extras are only carried out under the authority of the client after the client has awarded the contract to BUVA in writing. The said contract for contract extras can be awarded by the buyer through the known contact persons at BUVA. Contract extras for which the buyer has awarded a contract are carried out on a cost-plus basis.
  • The relevant assembly activities are exclusively prepared on the basis of the information supplied by the buyer, including but not limited to, inter alia, drawings and specifications. The buyer makes any and all relevant information that is required for the preparation of the activities available to BUVA in a timely fashion. The buyer ensures that the work location is accessible to employees of BUVA on working days between 07:00 o’clock and 17:00 o’clock.
  • The buyer ensures that (residual) waste and/or packaging materials can be placed by BUVA in a container (containers) designated for that purpose by BUVA. If the said container(s) is (are) not available then BUVA places (residual) waste and/or the packaging materials in a box at the work location.
  • The buyer provides for and guarantees the availability of any and all goods required for the assembly activities at the work location.
  • If so requested by BUVA the the buyer is responsible for the availability of a dry, lockable and covered storage area on the ground floor and/or the relevant floor where the assembly activities must be carried out, at a distance of at most 25 metres from the work location.
  • The buyer makes a 220V and 380V power installation available free of charge.
  • The buyer makes available utilities, sanitation and canteen facilities, building lifts, ladders, equipment, auxiliary materials, building cranes, roof protection, safety nets, etc. available to BUVA free of charge. Assembly (activities) that are not mentioned in the order confirmation are qualified as contract extras and are only carried out after written consent of the buyer. The costs for contract extras are charged to the buyer by BUVA.
  • The buyer must ensure that the floor / subsurface on / in which parts must be placed is dry, clean and suitable for performance of the assembly activities.
  • The buyer is responsible for the performance of the required structural preparations, including but not limited to, inter alia, openings, carried out according to the specifications originating from BUVA. If and to the extent that there was / is question of a deviation from the same and costs deriving from it, including but not limited to adjustments potentially required for the assembly (activities), the said costs shall be at the expense of the buyer. If and to the extent that the assembly (activities) cannot take place, or not adequately, as a result of, but not limited to, negligence of the client or as a result of acts and/or omissions of one or more third parties, the relevant (additional) costs shall be at the expense of the buyer.
  • Moreover, structural activities, including but not limited to ground-works, masonry, carpentry, plumbing and electro-technical activities, are not part of the assembly (activities).
  • The buyer ensures that the assembly (activities) can be carried out at a smooth subsurface made available by the buyer or on approved scaffolding, all at the discretion of the technician of BUVA.
  • The buyer provides for horizontal and vertical transport at or near the work location.
  • Day and/or week production is signed for approval by the buyer on a receipt originating from BUVA. The buyer provides for any and all required structural facilities and the installation of electrical wiring. The assembly (activities) are started after any and all required and necessary preparations and adjustments on the part of the buyer have been carried out  as also after the buyer has complied with the obligations vested in the same pursuant to these general terms and conditions of sale, delivery and assembly. If and to the extent that this is not complied with or insufficiently and if additional hours and/or costs are consequently incurred by BUVA then they shall be passed on to the buyer.
  • Upon commencement the start situation is recorded and established in writing to be signed by a competent representative of the buyer who ensures to be present during the same (in a timely fashion). Assembly (activities) are delivered to the buyer by BUVA, which delivery is concluded through the creation of an inspection report, which is signed by a competent representative of the buyer and a competent representative of BUVA.
  • The client authorises BUVA to fully or partly have the contract carried out by a third party to be designated by the same. 

Article 2 Applicable law
Dutch law is exclusively applicable to the agreement concluded by and between us and the buyer and to the disputes deriving from the same.

Article 3 Disputes
Any and all disputes that arise between us and the buyer are subject to the opinion of the competent court in the district where our office is established. We are, however, authorised to bring disputes to the cognisance of a different competent Dutch or foreign court.

Article 4 Inspection
The general terms and conditions can be inspected at the office of BUVA free of charge.
The general terms and conditions were moreover filed with the registry of the District Court in Rotterdam under number: 50/2018. Finally, the general terms and conditions can be printed via the website of BUVA: www.buva.nl and are on demand of the consumer sent to the consumer free of charge.

C. Terms and conditions for consumers via the Web Shop

Article 1 Definitions
a. For the purpose of these general terms and conditions the following is understood as: reflection period: the period during which the consumer can rely on his right of withdrawal;
b. Consumer: the natural person who does not (also) act in the performance of a profession or business and who concludes a distance agreement with the seller;
c. day: calendar day;
d. data carrier: each and every medium that enables the consumer or the seller to save information that is addressed to them in a manner that enables future consultation and unchanged reproductions of the saved information;
e. right of withdrawal: the right of the consumer not to go ahead with the distance agreement within a certain reflection period;
f. seller: the natural or legal person who offers products and/or services to the consumer remotely;
g. distance purchase: the distance agreement that represents a consumer purchase;
h. distance agreement: the agreement in pursuance of which, in the context of a system organised by the seller for distances sales or services, up to and including the conclusion of the agreement use is exclusively made of one or more techniques for distance communication.

Article 2 Identity of the Entrepreneur
BUVA rationele bouwprodukten B.V.
Bremen 5
2993 LJ BARENDRECHT
+31 (0)180 697500
internet: www.buva.nl
CoC 24075224 Trade Register Chamber of Commerce in Rotterdam
VAT identification number: NL001223768B01

Availability
Monday up to and including Thursday from 08:00 to 17:00 o’clock
Friday: 08:00 to 16:00 o’clock

Article 3 Applicability
These general terms and conditions are applicable to any and all proposals, recommendations, orders, purchases, delivery, services of and agreements with BUVA rationele bouwprodukten B.V. (hereinafter referred to as: “BUVA”). The general terms and conditions shall on demand be sent by us free of charge. These terms and conditions can also be consulted via the internet, see: www.buva.nl.

Before a distance agreement is concluded the text of these general terms and conditions is made available to the consumer.

The placing of an order or the acceptance of a proposal implies that the consumer took note of the content of the general terms and conditions and accepts the applicability of these terms and conditions.

These terms and conditions are applicable to any and all legal relationships between BUVA and the consumer, to the extent that the parties do not expressly deviate from these general terms and conditions in writing.

It is only possible to deviate from the provisions set forth in these general terms and conditions in writing, in which instance the other provisions of these general terms and conditions remain in full force and effect.

Any and all rights and claims, as stipulated in these general terms and conditions and in potential further agreements for the benefit of BUVA, are equally stipulate for the benefit of intermediaries and other third parties hired by BUVA.

Article 4 Proposals / agreements
An agreement is concluded through acceptance of the proposal by the consumer. BUVA is entitled to reject orders or to impose special conditions on the delivery, unless expressly determined otherwise. If an order is not accepted then BUVA communicates this within ten (10) working days after receipt of the order.

BUVA must be provided with the necessary data required for the implementation of the agreement by the consumer in a timely fashion. This include the data that are requested from the consumer by BUVA orally and/or in writing and/or of which the consumer understands or should reasonably understand that they are essential to the conclusion and/or the implementation of an agreement.

If a proposal has a limited validity or is made subject to conditions then this is expressly mentioned in the proposal. The proposal includes a complete and accurate description of the offered products and/or services. If images are used then they provide a truthful representation of the offered products and/or services. Apparent mistakes and/or errors shall not have binding effect on BUVA.

The following information is made available to the consumer with the proposal of BUVA in a clear and understandable manner:
a. the identity and, if the distance purchase compels to payment in advance of the price or a part of it, the address of BUVA;
b. the most important features of the good;
c. the price, including any and all taxes, of the product(s) and/or the service(s);
d. where applicable the costs of delivery;
e. the manner of payment, delivery or performance of the distance purchase;
f. if the costs of the use of the technique for distance communication are calculated on a basis other than the basic rate: the level of the applicable rate;
g. the time limit for acceptance of the proposal or the time limit for validity of the price;
h. the minimum term of the distance agreement in case of an agreement that extends to continuing or periodic delivery of goods.

BUVA can - within the statutory parameters - ascertain itself of the fact whether the consumer can comply with his payment obligations as also of any and all facts and factors that are relevant to responsible conclusion of the distance agreement. If on the basis of the said investigation BUVA has good grounds not to conclude the agreement then it is entitled to reject an order or request or to impose special conditions on the implementation.

Agreements with BUVA are only concluded after the order has been accepted or confirmed by BUVA in writing or, failing the same, through the performance of the contract by BUVA.

BUVA shall provide the following information to the consumer in a clear and understandable manner in writing or on a different data carrier that is available and accessible to him, to the extent that this has not already taken place before the distance purchase was concluded:

a. the data included in article 2. of these general terms and conditions;
b. the visiting address of the establishment of BUVA where the consumer can file a complaint;
c. where applicable: information about the warranty and about services offered in the context of the distance purchase;
d. if the distance purchase has a term of more than one year or an open term: the requirements for termination of the agreement.

Article 5 Prices and payments
During the period of validity specified in the proposal the prices of the offered products and/or services are not increased, barring price changes as a result of changes in VAT rates and/or on the basis of (statutory) rules.

The prices specified for the offered products are in euros, inclusive of VAT and exclusive of handling and shipment costs, potential taxes or other duties, unless indicated or stipulated otherwise in writing.

Payment can take place in the manner (one of the manners) indicated during the ordering process. BUVA can impose further conditions on the order.

The consumer must pay the payable amounts immediately in the manner indicated by BUVA.

The consumer is held vis-à-vis BUVA to immediately report inaccuracies in supplied or specified payment details to BUVA.

If the consumer is in payment default then BUVA is entitled to suspend or rescind (the implementation of) the relevant agreement and the associated agreements.
If the prices for the offered products and services increase during the period between the order and the implementation of it then the consumer is entitled to cancel the order or to rescind the agreement within ten (10) days after notification of the price increase by BUVA.

Article 6 Right of withdrawal
Upon the purchase of products the consumer has the possibility of rescinding the agreement, without stating reasons, during a period of 14 (fourteen) days. The said reflection period takes effect on the day after receipt of the product by the consumer or by a representative designated by the consumer and communicated to BUVA in advance.
During the said reflection period the consumer shall handle the product and the packaging diligently. He shall only open the packaging to the degree that this is required in order to assess whether he wants to keep the product.

Return shipments are only accepted if the product and any and all delivered accessories were returned undamaged and the order number is indicated clearly.

If the consumer relies on his right of withdrawal then the costs for the return are at his expense.

If the consumer paid an amount then BUVA shall forthwith, however at the latest within 30 days after the return, repay the said amount after the return shipment.

Customised products can be returned, however the purchase amount is not repaid for it.

Article 7 Exclusion of the right of withdrawal
BUVA can exclude the right of withdrawal of the consumer for the following products:
  • that cannot be returned due to their nature;
  • that perish or age quickly;
  • of which the packaging was rendered unusable by the consumer;
  • that were opened and/or used;
  • that were manufactured by BUVA according to specification(s) of the consumer.
Article 8 Delivery
Delivery by BUVA takes place expeditiously, however at least within thirty (30) days after the order, unless indicated otherwise by BUVA. If delivery does not take place in a timely fashion then the consumer receives notification within 1 month after the order has been placed and up to the moment of delivery the consumer is entitled to rescind the agreement free of charge by giving BUVA corresponding written notice. Overstepping of the delivery period entitles the consumer to potential compensation.

Delivery takes place at the moment that delivery is taken of the product by (or on behalf of) the consumer. The consumer must report potential defects at the latest within two (2) months after discovery to BUVA in writing and in a substantiated manner.

The address of the consumer that the consumer lastly communicated to BUVA is qualified as the place of delivery, unless stipulated otherwise.

The risk of damage to and/or loss of products is vested in BUVA up to the moment of delivery to the consumer or to a previously designated representative and communicated to BUVA, unless expressly stipulated otherwise.

BUVA selects the means of transport.

Article 9 Conformity and warranty
BUVA warrants that the products comply with the agreement, the specifications mentioned in the proposal, the reasonable requirements of solidness and/or usability and the statutory provisions and/or official rules applicable at the date of conclusion of the agreement.

The above does not extend further than the warranty (warranties) provided for the relevant product by the manufacturer and/or the importer.

The above expires if defects occur after changes and/or repairs on the product that were installed and/or performed by or on behalf of the consumer without prior consent.

Article 10 Reservation of title
Up to the moment of payment in full of any and all claims - on any account whatsoever - that we have vis-à-vis the consumer the delivered goods remain, at the risk and expense of the buyer, our property.
Any and all goods delivered or yet to be delivered exclusively remain our property until any and all claims that we have or shall acquire vis-à-vis the consumer, including in any case the claims as intended in section 92 subsection 2 of Book 3 of the Dutch Civil Code, were paid in full.

Without our prior written consent the consumer is not authorised to redeliver the goods of which the title is vested in us. We reserve any and all rights with regard to payment in full or provision of a bank guarantee for our benefit with regard to any and all of our claims vis-à-vis the buyer before we give consent to redelivery.
If the consumer redelivered the goods then the consumer becomes the custodian of the goods vis-à-vis us and the consumer is held to inform its consumer in writing of our reservation of title prior to the redelivery, to immediately send us a copy of the same and to attach, and keep attached, the recognisability of our ownership clearly on all of the goods, such before proceeding with redelivery.
On our demand the consumer commits to lend cooperation in the establishment of a right of pledge on the claims that the consumer acquires or shall acquire on account of redelivery of the goods vis-à-vis its consumers. On our demand the buyer shall lend cooperation in registration of the right of pledge if we deem a registered right of pledge to be appropriate.
The consumer is held to store the goods that were delivered pursuant to our reservation of title with the necessary diligence and recognisable as our property.
If goods delivered by us are processed or mixed with other goods then at the moment of and due to the mere fact of the mixing the consumer transfers its potential ownership right or shared ownership right in respect of the goods created by the processing to us in advance by way of security for our claims that we have vis-à-vis him on account of goods delivered by us.
If the consumer does not comply with one of his obligations, or not in a timely fashion, or if he is or threatens to be, at our discretion, in payment difficulties then we are authorised to - regardless of in whose possession they are - take back all delivered goods or a part of the said goods. The consumer shall always provide us free access to his premises and/or buildings for the inspection of the goods and/or to exercise our rights. In case of return the consumer shall be credited on the basis of the value that must, at our discretion, be allocated to the goods, minus any and all costs related to the return, without prejudice to our right to compensation for damages deriving from the same.
The aforementioned provisions do not affect the other rights vested in us.
The risk regarding goods and services transfers to the consumer at the moment of delivery.

Article 11 Intellectual and industrial property rights
  • Any and all intellectual and industrial property rights with regard to products delivered and/or services supplied by BUVA (including but not limited to drawings, calculations, descriptions, models, samples, etc.) and the design of the same and with regard to everything that BUVA develops, manufactures or makes available, including manuals, packaging, catalogues and images, are vested in BUVA.
  • The buyer is not allowed to remove or change any indication regarding patents, copyrights, brands, trade names or any other intellectual or industrial property rights from the products and/or services. The buyer is moreover not allowed to use brands, logos and/or images of the delivered products and/or supplied services.
  • The intellectual property rights with regard to the website(s) of BUVA, the relevant design and the descriptions, images, pictures, video clips and other information included on the website of BUVA, in any form whatsoever, belong to BUVA and cannot be used without consent of BUVA.
  • BUVA excludes each and every liability with regard to potential infringements of intellectual or industrial property rights of third parties as a result of and in connection with the products delivered and/or the services supplied to the buyer by the same.
Article 12 Orders / communication
In terms of potential liability the provisions set forth in article 13 are applicable to misunderstanding, mutilations, delays or improper transmission of orders and communications as a result of the use of the internet or any other means of communication in the traffic between the consumer and BUVA or between BUVA and third parties, to the extent that they are related to the relationship between the consumer and BUVA.

Article 13 Liability
If and to the extent that BUVA is liable vis-à-vis the consumer and the said liability is covered by relevant insurance taken out by BUVA then BUVA shall only be liable up to the amount paid out by the insurer. If BUVA is liable and the said liability is not covered, or if the insurer does not pay out pursuant to relevant insurance taken out by BUVA, then the obligation to pay compensation for damages, on any account whatsoever, shall always be limited to at most the invoice value of the warranty of the goods and/or services in respect of which the damages arose or at most the invoice value of the recommendations and/or explanations supplied by BUVA and/or failing an invoice value at most an amount of € 500.00.

BUVA shall never be liable for damages that are the result of acts or omissions of the consumer in violation of the production information supplied by BUVA upon the delivery of the product (including, but not limited to, labels, package leaflets, manuals, etc.).

Article 14 Force majeure
Without prejudice to the other rights vested in the same, BUVA shall in case of force majeure be entitled to, at its sole discretion, suspend the order or rescind the agreement without judicial intervention by informing the consumer accordingly in writing and without BUVA being liable to pay any compensation, unless, in the given circumstances, this is unacceptable for the consumer according to the principles of reasonableness and fairness.

Force majeure is understood as each and every shortcoming that cannot be blamed on BUVA on account of the fact that it cannot be attributed to its culpability and should neither be at its expense by law, a legal act or generally accepted practice.

Article 15 Miscellaneous
If the consumer informs BUVA of an address in writing then BUVA shall be entitle to send any and all orders to the said address, unless the consumer informs BUVA in writing of a different address to which the orders must be sent.

If BUVA allows, whether or not automatically, deviations from these terms and conditions for a short or longer period of time then this shall not affect its right to yet claim direct and strict compliance with these general terms and conditions. The consumer can never derive any right from the circumstance that BUVA did not always apply these general terms and conditions strictly and/or completely.

Article 16 Invalidity and/or nullification of one or more provisions
In case a provision of these general terms and conditions is and/or shall be invalid and/or nullifiable, the other provisions of these general terms and conditions shall remain in full force and effect to the extent that, given the scope and the objective of these general terms and conditions, the said other provisions are not inextricably linked to the invalid and/or nullifiable provision(s) and in case of invalidity and/or nullification of one or more provisions one or more provisions shall be established that, given the scope and the objective of the general terms and conditions, more in particular of the invalid and/or nullifiable provisions, deviate from the said invalid and/or nullifiable provisions as little as possible. As the occasion arises the scope of the general terms and conditions of sale and delivery is preserved as much as possible.

BUVA is authorised to rely on third parties for the performance of the order(s).

Article 17 Privacy
To the extent that personal data are processed in the context of the activities the said personal data shall be processed in a proper and diligent manner and in accordance with the Dutch Data Protection Act and the General Data Protection Regulation.
Technical and organisational measures shall be taken to protect the personal data against loss or any other form of unlawful processing, in consideration of the state of the art and the nature of the processing.

Article 18 Disputes and competent court
Any and all disputes that arise between BUVA and the consumer are subject to the opinion of the competent court in the district where the office of BUVA is established. BUVA is, however, authorised to bring disputes to the cognisance of a different competent Dutch or foreign court.

Article 19 Inspection
The general terms and conditions can be inspected at the office of BUVA free of charge. The general terms and conditions were moreover filed with the registry of the District Court in Rotterdam under number: 50/2018.
Finally, the general terms and conditions can be printed via the website of BUVA: www.buva.nl and are on demand of the consumer sent to the consumer free of charge.