General terms and conditions Supplierz BV,
Adapted on 15-11-2024

Article 1. General
1.1 These terms and conditions apply to every offer, quotation and agreement between Supplierz BV, hereinafter referred to as ‘Supplierz BV’, and the other party to which Supplierz BV has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
1.2 In these terms and conditions, ‘the other party’ means every (legal) person who enters into, or wishes to enter into, an agreement with Supplierz BV, or for whom Supplierz BV makes an offer or carries out a delivery or performance, as well as its legal successors.
1.3 These terms and conditions shall also apply to agreements with Supplierz B.V., the execution of which requires the involvement of third parties by Supplierz BV.
1.4 These terms and conditions are also written for the employees of Supplierz BV and its management.
1.5 The other party's own terms and conditions shall remain unaffected insofar as they do not conflict with these terms and conditions. In that case Supplierz BV's terms and conditions shall prevail at all times, even if otherwise stipulated.
1.6 If one or more provisions in these terms and conditions should at any time be wholly or partially void or voidable, the other provisions of these terms and conditions shall remain in full force. Supplierz BV and the other party shall then consult to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.
1.7 If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation should be made ‘in the spirit’ of these provisions.
1.8 If a situation arises between parties which is not regulated in these terms and conditions, this situation should be assessed ‘in the spirit’ of these terms and conditions.
1.9 If Supplierz BV does not always require strict compliance with these terms and conditions, this does not mean that the provisions do not apply, or that Supplierz BV would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
1.10: Supplierz BV reserves the right to amend or supplement these terms and conditions in the interim.

Article 2. Offers
2.1 All offers, quotations or quotations made by Supplierz BV, in whatever form, are without obligation unless expressly agreed otherwise in writing.
2.2 All images, drawings and data concerning weights, dimensions, colours, etc. are only approximate. Deviations from reality cannot be cause for compensation and/or dissolution.
2.3 Price lists, brochures, printed matter etc. provided by Supplierz BV are subject to indications and do not count as an offer.
2.4 Supplierz BV reserves the right to refuse orders without giving reasons, to require payment in advance or to demand security.

Article 3. Agreement
3.1 Subject to the provisions below, an agreement with Supplierz BV shall only be effected after it has accepted or confirmed an order in writing, the date of confirmation being decisive. The order confirmation is deemed to reflect the agreement correctly and completely, unless the other party has immediately protested against it in writing.
3.2 Any subsequent agreements or changes shall only be binding on Supplierz BV if confirmed by it in writing.
3.3 For transactions for which, according to their nature and scope, no quotation or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and in full, unless a complaint is lodged within 7 calendar days.
3.4 Each agreement is entered into by Supplierz BV under the suspensive condition that the other party - solely at Supplierz BV's discretion - appears sufficiently creditworthy for the financial fulfilment of the agreement.
3.5 Supplierz BV is entitled on or after entering into the agreement, before (further) performance, to demand security from the other party that both payment and other obligations will be met.
3.6 Supplierz BV is entitled, if it considers this necessary or desirable for the correct execution of the order given by Supplierz BV and after consultation with the other party, to engage the services of others for the execution of the agreement, the costs of which shall be passed on to the other party in accordance with the quotations provided.
3.7 The other party shall be obliged to provide Supplierz BV in good time with all information and documents necessary for the correct execution of the agreement.

Article 4. Prices
4.1 All prices and rates are based on delivery free domicile, warehouse or other storage location, in Euro currency and exclusive of VAT and other government levies as well as exclusive of shipping costs.
4.2 Prices shall be based on the prices, rates, wages, taxes, duties, charges, etc. existing at the time of the offer. In case of increase of one or more of the price factors, Supplierz BV is entitled to increase the price accordingly, regardless of whether or not the change was foreseeable for Supplierz BV at the time of the conclusion of the agreement. Such a price increase does not give the other party the right to dissolve the agreement.

Article 5. Payment / direct debit
5.1 The other party agrees that payment will in principle be made by direct debit with our partner Mollie. In exceptional cases, payment may be made by deposit or transfer to the bank or giro account designated by Supplierz BV within 14 days of the invoice date. The value date shown on Supplierz BV's bank/giro statements shall be regarded as the day of payment.
5.2 Unless explicitly agreed otherwise in writing, payment shall take place without settlement or suspension on any account whatsoever.
5.3 All that the customer pays shall first serve to pay any interest and/or (collection) costs due and then to pay the oldest outstanding invoices.
5.4 In case the other party:
a. is declared bankrupt, renounces estate, submits a request for suspension of payment, or all or part of its property is seized,
b. dies or is placed under guardianship,
c. fails to comply with any obligation resting on it by virtue of the law or these conditions,
d. fails to pay an invoice amount or part thereof within the term set for it,
e. discontinues or transfers its business or an important part thereof, including the contribution of its business to an already existing or to be established company, or proceeds to change the objective of its business Supplierz BV has by the mere occurrence of one of the listed circumstances the right, either to dissolve the agreement, or to claim any amount owed by the other party on the basis of services provided by Supplierz BV, immediately and without any warning or notice of default being required, all without prejudice to Supplierz BV's right to compensation for costs, damages and interest.
5.5 If the customer does not pay the amounts due within the agreed period, the customer shall be in default by operation of law and Supplierz B.V. shall, without prejudice to its other rights, have the right, at its discretion, to charge the customer interest on the entire amount due, consisting of the legal interest rate applicable at that time, increased by a surcharge of 3% on an annual basis. This interest will be calculated from the due date of the relevant invoice up to and including the day of payment in full. In addition, all extrajudicial and judicial collection costs to be incurred shall be borne by the other party. The amount of the extrajudicial collection costs payable to Supplierz BV is set at 15% of the principal sum, with a minimum of € 175. A right of retention of the other party or the offsetting of the other party with counterclaims are excluded, unless the counterclaim of the customer is not disputed by Supplierz BV or is legally valid.
5.6 If Supplierz BV sees reason to do so, Supplierz BV may require further security, failing which it may suspend execution of the agreement.
5.7 If the customer chooses to pay on account, invoicing shall be effected via Supplierz and payment via Billie GmbH(www.billie.io). In this case, Billie's general terms and conditions also apply to the payment to Supplierz (Terms | Billie x Klarna Services).

Article 6. Cancellation
If, after an agreement has been concluded, the other party wishes to cancel it, 10% of the order price (incl. VAT) shall be charged as cancellation costs, without prejudice to our right to full compensation for loss of profit, such with a minimum of € 25,-.

disinfection products cannot be cancelled and/or returned

Article 7. Delivery and terms
7.1 Supplierz BV delivers from warehouse. Shipping costs under € 25,- we charge €7,95 . for orders up to € 75,- only € 5,95 shipping costs are charged. Orders up to € 100,- the costs are € 4,95 Above € 100,- the shipping costs are € 3,95. from € 150,- carriage paid throughout the Netherlands (except Wadden Islands) , for Belgium we charge a surcharge of € 2,95, - EX VAT
7.2 Indication of the delivery time is always approximate, unless expressly agreed otherwise in writing. The stated delivery times are determined on the basis of data and circumstances known to Supplierz BV at the time of entering into the agreement. Stated delivery dates shall never be regarded as deadlines. If a change in the data and/or circumstances, irrespective of its foreseeability, results in a delay, the delivery date shall be extended accordingly, without prejudice to the provisions below concerning force majeure.
7.3 Exceeding the delivery terms specified by Supplierz BV, for whatever reason, shall never entitle the other party to compensation or non-fulfilment of any obligation resting on him from the relevant agreement or a related agreement.
7.4 From the moment of conclusion of the purchase agreement, the purchased goods shall be at the other party's risk.
7.5 Unless agreed otherwise, delivery shall be made to the other party's company. Free delivery only takes place for orders above € 150,- and if and insofar as Supplierz BV has agreed this with the other party and it is indicated on the invoice or otherwise.
7.6 The moment of delivery is the moment the purchased goods are ready for transport.
7.7 The opposing party is obliged to check the delivered goods and/or packaging immediately on delivery, but in any case within 3 working days, for any shortages and/or damage, or to carry out this check after Supplierz BV has informed the opposing party that the goods are at his disposal.
7.8 Any shortages and/or damage to the delivered goods and/or the packaging present at delivery should be noted by the other party on the transport documents. Claims in this respect shall then no longer be dealt with.
7.9 We shall be entitled to deliver in parts (partial deliveries), which we may invoice separately.
7.10 If the goods have not been taken delivery of by the other party after expiry of the delivery time, they are stored at her disposal, at her expense and risk.

Article 8. Transport
8.1 The risk shall pass to the other party no later than on dispatch of the (partial) delivery.
8.2 The method of transport, shipment, packaging, etc. shall, if no further instructions have been provided to Supplierz BV by the other party, be determined by Supplierz BV with due care. Unless otherwise agreed, the other party assumes all risk in this, including fault / negligence of the carrier.
8.3 Any specific wishes of the other party regarding the transport / shipment shall only be carried out if the other party has declared to bear the additional costs thereof.

8.4 If the consignment is returned because the other party has a wrong address, is not present and/or has not collected the package from the parcel shop. The other party shall pay the shipping and return costs and these shall be settled if applicable.

Article 9. Retention of title
9.1 Until the satisfaction of all claims, which Supplierz BV now or in the future may have against the other party, Supplierz BV shall have the following protection: Supplierz BV shall retain ownership of the goods until full payment of the purchase price and of all claims arising from the existing business relationship.
9.2 Should the other party fail to fulfil or not fully fulfil any obligation arising from the legal relationship with Supplierz B.V., in particular the payment obligation, Supplierz BV shall be entitled, after notice of default, to take back the goods delivered, in which case the agreement shall be dissolved without legal intervention, without prejudice to Supplierz BV's right to claim costs of damages and interest.

9.3 Notwithstanding the above, the other party is obliged to take good care of the delivered goods, as long as they have not been paid for in full. The other party is obliged to keep the delivered goods of which Supplierz BV retains title separated or otherwise store them individually. Furthermore the customer is obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection at Supplierz B.V.'s request.
9.4 If the (joint) ownership of Supplierz BV is destroyed by accession or confusion of property, it is already now agreed that the (joint) ownership of the customer to the total item is transferred to Supplierz BV as far as its share in the value is concerned (the invoice value). The customer guarantees Supplierz BV (co-)ownership free of charge. The customer is not permitted to pledge or transfer ownership of the delivered goods before they have been paid for in full. In case of seizure by third parties, in particular in case of pledging and seizures, the other party shall inform Supplierz BV immediately. The third party must be informed of our retention of title without delay. We must be notified immediately of any relocation of goods subject to our retention of title. In case of actions of the customer in violation of the agreement, we are entitled to retrieve the goods after notice and the other party is obliged to surrender them. The enforcement of Supplierz BV ‘ retention of title, as well as the pledging by Supplierz BV of the delivered goods, do not count as dissolution of the agreement. The other party is obliged to grant Supplierz BV access to the rooms where the goods are located for the purpose of taking back the goods. The claims of the other party from resale by Supplierz BV of goods not yet paid for by him shall be transferred to Supplierz BV in advance as security. In case the goods have been sold by the other party in exchange for other goods, which are not Supplierz BV's property, the claim regarding the purchase price shall be deemed transferred up to the amount of the value of the goods delivered by Supplierz BV. The other party is authorised to collect the transferred claims for as long as he fulfils his payment obligations to Supplierz BV.

Article 10. Advertising
10.1 The other party is obliged to check the goods for both damage and obvious defects immediately after delivery. The defects must be reported to the transport operator (e.g. parcel service or forwarder) without delay and noted on the transport documents. In addition, defects and transport damage must be notified Supplierz BV in writing by the customer within 7 calendar days of the goods delivery, accurately stating the nature and grounds for the complaints. The damaged goods remain with the other party until they have been assessed by our expert. Subsequent complaints than those mentioned here will not be accepted by Supplierz BV. If Supplierz BV finds the complaint well-founded, it is only obliged to still deliver the agreed performance. Only if and insofar as the claim is found well-founded does this suspend the other party's payment obligation until the claim has been settled.
10.2 Return shipments of goods are in principle excluded and not accepted by Supplierz BV, unless the return takes place with its prior consent and with processing costs charged by it. If Supplierz BV allows goods to be returned, Supplierz BV's customer service will assign the other party a Return Material Authorisation (RMA) number. The return number (RMA) is valid for a period of 7 calendar days from the date of allocation. Any returns must be sent by registered post in the unopened, original packaging, without defects and free of damage, labels, stickers, etc. The other party shall bear all responsibility regarding the goods being returned. The other party shall therefore keep proof of return. Except in the case of Supplierz BV s clear error, the costs of return shipment shall be borne by the other party and Supplierz BV has the right to charge a handling fee for the returned goods.

10.4 Minor deviations in the quality of the delivered goods, which are technically unavoidable or generally accepted in trade, cannot constitute grounds for complaints or for dissolution of the agreement.
10.5 Complaints about invoices must also be submitted in writing and within a period of 7 calendar days after the invoice date. After expiry of this period, the customer shall be deemed to have approved the invoice.
10.6 If the Other Party wishes to return after an agreement has been concluded, 10% of the order price (incl. VAT) shall be charged as costs, without prejudice to our right to full damages, incl. loss of profit, such with a minimum of € 25.

Article 11. Liability
11.1 Supplierz B Vis shall never be obliged to pay compensation for direct or indirect damage, resulting from or arising from defects in delivered goods or services or from the non, untimely or incorrect functioning of the goods and/or services delivered or to be delivered by Supplierz B.V., except in the event of Supplierz B.V.'s intent or gross negligence. Any liability for trading loss, data loss or reduction, and/or consequential damage, whatever the cause, including delay in the delivery time of goods and services, is expressly excluded.
11.2 Supplierz BV shall not be liable for damage caused by its employees and/or third parties engaged by it to the other party or third parties, for whatever reason or cause, except in cases of Supplierz BV's attributable intent or gross negligence.
11.3 Supplierz BV shall not be liable for damage of any nature whatsoever caused or caused by incorrect, careless or inexpert use, or by use for other than normal purposes by Supplierz BV delivered goods.
11.4 The other party indemnifies Supplierz BV and its employees against claims by third parties for compensation for material and immaterial damage caused directly or indirectly by (use of) the goods supplied by Supplierz BV, unless the damage is the result of deliberate/coarse fault of Supplierz BV's personnel and/or third parties engaged by it.
11.5 The liability of Supplierz BV under the agreement concluded with the customer is under all circumstances limited to the invoice amount of the agreement excluding VAT.
11.6 Any claims for apparent defects lapse if the customer does not claim them within 7 calendar days of taking delivery. Replaced parts remain our property for the duration of our retention of title.
11.7 Supplierz BV liability with regard to advice, instructions and information is excluded, even if they are given within the scope of installation of our goods.

Article 12. Warranty
12.1 Subject to the restrictions set out below, Supplierz BV shall provide a guarantee for a period to be agreed with regard to the products it supplies. This guarantee is limited to manufacturing faults which occur and therefore does not include faults which have their cause in parts of the delivered goods which are subject to any form of wear and tear or consumption.
12.2 The guarantee with regard to goods supplied by Supplierz BV is limited, both in terms of content and duration, to the guarantee granted by the manufacturer.
12.3 Warranty provisions are only valid for the use of the delivered goods corresponding to the destination.
12.4 The guarantee also lapses if the other party and/or third parties engaged by it carry out work or make changes to the delivered goods.
12.5 The guarantee also lapses if the delivered goods are used inexpertly by the other party and/or third parties engaged by it.
12.6 If the other party does not, not in part, or not in time fulfil any obligation arising from the agreement concluded between the parties, Supplierz BV is not obliged to provide a guarantee as long as this situation continues.

Article 13. Force majeure
13.1 ‘Force majeure’ shall be understood to mean: every circumstance beyond the control of the parties and/or unforeseeable circumstances as a result of which fulfilment of the agreement can no longer reasonably be required by the other party.
13.2 If in Supplierz BV's opinion the force majeure shall be of a temporary nature, it shall be entitled to suspend the execution of the agreement until the circumstance causing the force majeure no longer occurs.
13.3 If, in Supplierz BV's opinion, the force majeure situation is of a permanent nature, the parties may make arrangements regarding the dissolution of the agreement and the consequences associated with it.

13.4 Supplierz BV shall be entitled to claim payment of the performances, which were carried out in the execution of the relevant agreement, before the force majeure-causing circumstance became apparent.
13.5 The party that believes it is (or will be) in force majeure shall immediately notify the other party.

Article 14. Data protection
The other party is hereby notified that Supplierz BVd shall at all times treat personal data obtained in the course of business confidentially and at least protect them in accordance with Dutch law.

Article 15. Advertising material
The other party hereby gives its express consent to receive any advertising material from Supplierz BV without prior invitation.

Article 16. Applicable law and disputes
16.1 Dutch law shall apply exclusively to all disputes between the parties.
16.2 All disputes arising from or relating to the agreement to which these terms and conditions apply or the relevant terms and conditions themselves and their interpretation or implementation shall, insofar as the Law permits, be settled by the competent court in Amsterdam or the competent court in the place of residence of the client, at the discretion of SupplierZ BV, unless otherwise agreed.