GENERAL TERMS AND CONDITIONS

General terms and conditions of Almec Supplies BV, with registered office at Afrikalaan 2, 7681ND in Vroomshoop, registered with the Chamber of Commerce of East Netherlands under number 66374626. These general terms and conditions are also filed with the Chamber of Commerce of East Netherlands.

Article 1: Definitions
In these general terms and conditions, the terms indicated with a capital letter have the meaning as described in this article, unless explicitly stated otherwise.
• Seller: Almec Supplies BV and all affiliated companies and subsidiaries;
• Buyer: The counterparty of the Seller;
• Parties: Seller and Buyer together;
• Agreement: The agreement between Seller and Buyer;
• Products: Products as described in an Agreement, offer or quotation, including but not limited to the supply of goods and the provision of services and advice;
• Brands: The brands SQOON®, STORSON®, A-DAPT®, and INKSAVE®, registered with the trademark office, including all logos, name rights, and other intellectual property rights related to the mentioned brands;
• Premium+ Dealers: Certified dealers who meet the conditions as set by the trademark holders of SQOON®, STORSON®, A-DAPT®, and INKSAVE®, Almec Supplies BV;
• Marketplaces: Online marketplaces such as Amazon, Bol.com, and other platforms where products can be sold to consumers.

Article 2: General

1.      The provisions of these general terms and conditions apply to every offer from and Agreement with the Seller, and to all products delivered by the Seller, even if these products are delivered by third parties.

2.      Deviations from the Agreement and these terms are only possible in writing and if agreed upon between the Parties.

3.      Any general terms and conditions of the Buyer are hereby explicitly rejected.

4.      If a provision of these terms is declared invalid, the other provisions remain fully in force, and the void provision will automatically be replaced by a valid provision that as much as possible reflects the purpose and intent of the original provision.

Article 3: Offers and Quotations

1.      All offers from the Seller are non-binding and based on information provided by the Buyer. The offers are valid for thirty (30) days, unless otherwise stated. The seller is only bound to the offer if the Buyer confirms it in writing within thirty (30) days.

2.      The prices stated in offers are exclusive of VAT, customs duties, taxes, levies, and shipping costs, unless otherwise stated. If the Buyer is a foreign customer and does not provide a VAT number, VAT will be charged.

3.      Offers based on external factors such as raw material prices, freight costs, excise duties, or currency fluctuations are always non-binding.

4.      Offers do not automatically apply to repeat orders.

5.      The Seller may implement price increases if there are changes in costs, for example raw materials, wages, transport, etc., between the time of the quotation and the delivery.

Article 4: Execution of the Agreement

1.      The Seller will execute the Agreement to the best of their insight and ability.

2.      The Seller has the right to have the products delivered by third parties.

3.      The Buyer shall ensure that all information necessary for the execution of the Agreement is provided to the Seller in a timely manner. If this information is not available on time, the Seller may suspend the execution of the Agreement and/or charge additional costs.

4.      If the Agreement is carried out in phases, the Seller may suspend the execution of a phase until the Buyer has approved the results of the previous phase.

Article 5: Delivery and Transfer of Risk

1.      Delivery takes place at the agreed address (Incoterms 2010: DDP), unless otherwise agreed in writing.

2.      If the Buyer refuses the delivery or does not provide the necessary information, the Seller may store the products at the expense and risk of the Buyer.

3.      A stated delivery period is indicative and not binding. If the delivery period is exceeded, the Buyer may submit a written request for the delivery to be made nonetheless.

4.      The Seller may deliver products in parts, unless otherwise agreed in writing. Partial deliveries may be invoiced separately.

5.      Our current terms for orders and shipping costs can be found on our website www.almec.com > Frequently Asked Questions > Ordering.

Article 6: Changes to the Agreement

1.      If during the execution of the Agreement it appears that changes are necessary, the Parties will adjust the Agreement in mutual consultation.

2.      Changes may affect the completion time, about which the Seller will inform the Buyer.

3.      Changes may have financial and/or qualitative consequences; the Seller will inform the Buyer of this in advance.

Article 7: Inspection, Complaints and Returns

1.      The Buyer must inspect products upon receipt. Returns can only be made within the warranty period and according to the return procedure.

2.      Returns must first be requested via the RMA form.

3.      Products returned without an RMA number or with an incorrectly completed form will not be accepted.

Article 8: Retention of Title

1.      All delivered products remain the property of the Seller until the Buyer has fully fulfilled all obligations.

2.      Until ownership of the products transfers, the Buyer may not pledge these products or grant rights to third parties, unless within the normal course of business.

Article 9: Payment

1.      Payment is made via prepayment or direct debit and is collected within 1–2 working days.

2.      If the Buyer fails to pay on time, interest of one percent (1%) per month is due. In case of overdue payments, all collection costs, including legal costs, are borne by the Buyer.

Article 10: Warranty

1.      Warranty on products is limited to the warranty granted to the Seller by the product’s supplier.

2.      Warranty can only be invoked if the defect is solely or mainly due to factors that were not apparent at the time of delivery.

 

Article 11: Judicial and Extrajudicial Costs

1.      If the Buyer fails to fulfill its obligations, all costs incurred by the Seller shall be borne by the Buyer. This also includes penalties for overdue payments.

2.      All judicial and extrajudicial costs, including legal assistance costs, shall be borne by the Buyer.

Article 12: Termination and Suspension

1.      The Seller is entitled to suspend or terminate the Agreement with immediate effect, without judicial intervention, if:
a. The Buyer is in default, for example if a claim is filed against the Buyer or if the Buyer is declared bankrupt;
b. The Buyer loses the business or direct control thereof;
c. The Buyer was requested to provide security for the fulfillment of obligations when entering into the Agreement, and this security is not provided or is insufficient. If security is provided, the suspension lapses, unless there is delay in performance;
d. The Buyer is placed under guardianship or otherwise loses control over their assets or parts thereof;
e. The Buyer exceeds the payment term or otherwise fails to meet obligations under the Agreement, including obligations from previous Agreements.

2.      The Buyer also has the right to terminate the Agreement early without judicial intervention, if:
a. Circumstances arise that make performance impossible or, in reasonableness and fairness, can no longer be expected.

3.      In the event of termination, the Seller is entitled to immediately terminate the Agreement and reclaim Products that are the property of the Seller.

4.      Upon termination, the Seller’s claims against the Buyer become immediately due. The Buyer is obliged to compensate the Seller for the costs of the termination of the Agreement.

5.      The Seller is not liable for damage caused by an act or instruction of the Buyer, unless it concerns shortcomings that can be directly attributed to the Seller.

6.      If the Agreement is terminated, all claims become immediately due. The Buyer is liable for damage, including lost profit and transport costs.

7.      The Buyer can only terminate the Agreement after written notification to the Seller, and after a reasonable period in which the Seller can remedy the shortcoming.

8.      If the Agreement is terminated by the Buyer without fault on the part of the Seller, the Seller reserves the right to demand fulfillment.

9.      In case of termination or acceptance of the cancellation by the Seller, the Buyer is obliged to pay a percentage of twenty percent (20%) of the total agreed amount for the costs incurred.

Article 13: Return of Products

1.      If the Seller has made Products available to the Buyer, for example by delivery, transfer, or otherwise, the Buyer must return these Products in original condition within fifteen (15) days after termination, dissolution, or cancellation of the Agreement.

2.      If the Buyer fails to do so, the Seller is entitled to recover the damage and costs, including replacement costs, from the Buyer.

Article 14: Indemnification and Liability

1.      Except for valid claims based on warranties, the Seller is not liable for damage as a result of the execution of the Agreement.

2.      The Seller’s liability for direct damage is limited to the invoice value of the relevant Products and/or services.

3.      The Seller is not liable for indirect damage, such as consequential damage, lost profits, missed savings, or damage due to delays.

4.      The liability limitations do not apply if the damage is the result of intent or deliberate recklessness by the Seller or its management.

5.      The Buyer indemnifies the Seller against all third-party claims in connection with delivered Products and services.

Article 15: Force Majeure

1.      Neither party is obliged to fulfill its obligations if a force majeure situation occurs, such as circumstances beyond their control.

2.      The Seller may invoke force majeure if the circumstances making performance impossible arise after the moment it should have fulfilled its obligation.

3.      If the force majeure situation lasts longer than two months, the Seller has the right to extend or dissolve the Agreement without any obligation to pay damages.

4.      If the Seller has already partially fulfilled its obligations, the part already performed may be invoiced.

 

Article 16: Indemnification

1.      The Buyer fully indemnifies the Seller against all claims made by third parties in connection with intellectual property rights regarding materials or data provided by the Buyer and used during the execution of the Agreement.

2.      If the Buyer provides the Seller with data carriers, electronic files or software, the Buyer guarantees that these data carriers, electronic files or software are free from viruses and defects.

Article 17: Intellectual Property

1.      Without prejudice to the provisions in these general terms and conditions, the Seller retains the rights and powers vested in it.

2.      All designs, sketches, drawings, images, films, software and other materials or (electronic) files produced by the Seller in the context of the Agreement remain the property of the Seller, regardless of whether they have been provided to the Buyer or to a third party, unless otherwise agreed in writing.

3.      All documents provided by the Seller, such as designs, sketches, drawings, images, films, software, (electronic) files, etc., are intended exclusively for use by the Buyer and may not be copied, modified, published, or shared with third parties by the Buyer without prior written permission from the Seller, unless the nature of the documents indicates otherwise.

4.      The Seller reserves the right to use the knowledge acquired during the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 18: Confidentiality

1.      Both parties commit to strict confidentiality regarding all non-public information and documentation related to the Agreement, unless disclosure is required by law.

2.      Upon termination of the Agreement, each party must return the received documentation from the other party. In addition, each party imposes a confidentiality obligation on its employees and others involved in the execution of the Agreement. This obligation remains in force even after the termination of the Agreement.

 

 

Article 19: Non-employment of Seller's Staff

During the term of the Agreement and for one year after its termination, the Buyer may not employ or attempt to employ personnel of the Seller without prior consultation, in accordance with the requirements of reasonableness and fairness. This also applies to personnel of companies engaged by the Seller in the execution of the Agreement, provided this personnel is (or was) involved in the execution of the Agreement.

Article 20: Third-party Clause

The provisions concerning exclusion and limitation of liability, as well as the indemnification by the Seller and the termination/expiration of claims, also apply to the employees of the Seller and to third parties engaged by it, as well as to the employees of these third parties.

Article 21: Disputes

1.      All disputes arising between the Seller and the Buyer in connection with this Agreement shall be submitted to the competent court in Almelo, the Netherlands.

2.      The Parties must first attempt to find a solution in mutual consultation before submitting the matter to the court.

3.      Disputes must be submitted to the competent court within one year after the claim arises and after it has become known to the claimant.

Article 22: Applicable Law

Every Agreement and legal relationship between the Seller and the Buyer is governed by Dutch law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention), which is expressly excluded.

Article 23: Collection Costs

1.      If the Buyer is in default or in breach of one or more of its obligations, all reasonable costs to obtain payment out of court shall be borne by the Buyer. In the case of a monetary claim, the Buyer shall in any case owe:

 

15% over the first €6,500
10% over the amount up to €13,000
8% over the amount up to €32,500
5% over the amount up to €130,000
3% over the excess

2.      If the Seller demonstrates that it has incurred higher costs, which were reasonably necessary, these shall also be eligible for compensation.

Article 24: Protection of Brands

1.      The brands SQOON®, STORSON®, A-DAPT® and INKSAVE® are the exclusive property of the Seller and are protected by both national and international legislation concerning trademark registration and intellectual property.

2.      Dealers may only use the brands SQOON®, STORSON®, A-DAPT® and INKSAVE® in accordance with these general terms and conditions and the pre-approved marketing materials provided by the Seller.

3.      It is prohibited to use the brands SQOON®, STORSON®, A-DAPT® and INKSAVE® for products other than those specifically approved by the trademark holder(s).

Article 25: Restrictions on Sales on Marketplaces

1.      Only Premium+ Dealers are authorized to sell products of the brands SQOON®, STORSON®, A-DAPT® and INKSAVE® on Marketplaces.

2.      Selling on a Marketplace without the status of Premium+ Dealer is prohibited.
Dealers must demonstrate their status as Premium+ Dealer via an approved policy established by the Seller.

3.      The Seller reserves the right to review and restrict access to sales on Marketplaces for dealers who do not comply with the conditions of Premium+ Dealers.

Article 26: Product Quality and Sales Conditions

1.      All products of SQOON®, STORSON®, A-DAPT® and INKSAVE® offered on Marketplaces must comply with the quality standards established by the Seller.

2.      Premium+ Dealers are obliged to sell the products only in the condition in which they were delivered by the Seller, without any modification or falsification of the product.

3.      The Premium+ Dealers must maintain transparent, fair pricing and customer service when selling on Marketplaces.

 

Article 27: Violations and Sanctions

1.      Failure to comply with these general terms and conditions may lead to the revocation of the Premium+ Dealer status, the termination of the relationship and access to the login environment of the website: www.almec.com, and/or legal action by the Seller.

2.      In case of a violation of the trademark rights of SQOON®, STORSON®, A-DAPT® and INKSAVE®, including but not limited to unauthorized use of the brands, sales by unauthorized dealers, or the sale of counterfeit products, the Seller reserves the right to take action, including demanding compensation and terminating the agreement in any form.

Article 28: Intellectual Property

1.      All intellectual property rights related to the brands SQOON®, STORSON®, A-DAPT® and INKSAVE®, including but not limited to trademark registrations, designs, images, videos, and copyrights, remain the property of the Seller.

2.      It is strictly prohibited to use the brands, logos, and other intellectual property rights of SQOON®, STORSON®, A-DAPT® and INKSAVE® without prior written permission from the Seller.

Almec Supplies BV