Terms of delivery and payment Pajuk Optiek BV
1. Operating policy/General
1.1 The following terms and conditions apply to all agreements with Pajuk Optiek B.V., including the Beheer BVs (hereinafter: "Pajuk Optiek B.V."), unless otherwise agreed. Pajuk Optiek BV does not accept any (delivery) conditions of the customer/client unless expressly agreed otherwise in writing.
1.2 The agreement is concluded by placing a written, electronic or oral order with Pajuk Optiek B.V. and the acceptance thereof by Pajuk Optiek B.V. The buyer accepts these terms and conditions of delivery by his verbal or written order or request. An order or request is deemed to have been accepted by Pajuk Optiek B.V. insofar as it has not explicitly indicated the contrary to the other party within fourteen days of receipt of the order or request.
1.3 The offers made by Pajuk Optiek B.V. are without obligation, unless explicitly stated otherwise. Offers are based on the information provided by the other party in the event of an order or application, the accuracy of which Pajuk Optiek B.V. may assume. The content of leaflets, brochures and the Internet are subject to change and do not bind Pajuk Optiek B.V.
1.4 In the event of inability to perform the assignment, as a result of a non-attributable shortcoming, Pajuk Optiek B.V. has the right to dissolve the agreement in whole or in part without notice of default and without judicial intervention, without us being obliged to pay any compensation or guarantee and without prejudice to Pajuk Optiek B.V.'s further rights
1.5 if the client does not fulfil, does not comply properly or in a timely manner with one or more of the obligations arising for him from the assignment concluded with Pajuk Optiek B.V., or if there is serious doubt as to whether the client will be able to fulfil his contractual obligations towards Pajuk Optiek B.V. as well as in the event of bankruptcy, suspension of payments, full or partial shutdown, liquidation or transfer, whether or not as security for the client's business, including the transfer of a significant part of its claims and furthermore in the event that the client's goods are seized in prejudgment or executory proceedings, Pajuk Optiek B.V. has the right to dissolve the agreement in whole or in part without notice of default and without judicial intervention, without Pajuk Optiek B.V. being obliged to pay any compensation or warranty and without prejudice to Pajuk Optiek B.V.'s rights.
1.6 In the event of a prejudgment or executory attachment of the products delivered by Pajuk Optiek B.V. or in the event of (threat of) bankruptcy or suspension of payments, the Client is obliged to notify Pajuk Optiek B.V. of this immediately. In the absence of such notification, the client is liable for the damage suffered by Pajuk Optiek B.V. as a result.
2. Payment
2.1 Unless otherwise agreed in writing, payment of invoices must always be made within 14 days of the invoice date and in the manner indicated by Pajuk Optiek B.V. in the invoice and in the currency indicated therein.
2.2 The 14-day deadline is a strict deadline. In the event of late payment, the customer/client is therefore in default even without notice of default.
2.3 In the event of late payment by the Client, the Client will owe, by operation of law, an immediately due and payable penalty interest of 2% per month as of the due date of the invoices, whereby part of the month will be counted as a whole month.
2.4 Without prejudice to the consequences that the Dutch Civil Code attaches to default, Pajuk Optiek B.V. is entitled to reimbursement of costs of extrajudicial legal assistance in the event of non-payment of an invoice (on time), which are set at 15% of the principal sum, with a minimum of € 110,-- (excluding VAT). If the actual costs incurred turn out to be higher, the actual costs must be reimbursed by the client.
2.5 The payments made by the other party are always intended to settle in the first place all interest and costs due and in the second place for due invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
2.5 Notwithstanding the stipulations of the Netherlands Civil Code regarding default, Pajuk Optiek BV shall in the case of non-payment or late payment of an invoice, claim compensation for the costs of extrajudicial legal assistance, set at 15% of the principal amount with a minimum of 110 euros (not including VAT). If the costs actually incurred are higher, then the client will be required to compensate the actual costs.
2.6 Pajuk Optiek B.V. reserves the right at all times to provide security for the payment or Require payment on account, which may suspend the fulfilment of its obligations until the security required has been lodged.
2.7 Delivered goods remain the property of Pajuk Optiek B.V. until full payment, including of the costs referred to in Articles 2.3 and 2.4, has been made.
2.8 If the client fails to meet his payment obligations towards Pajuk Optiek B.V. on time, Pajuk Optiek B.V. is entitled to cancel other contracts running between the client and Pajuk Optiek B.V.
3. Complaints / returns
3.1 Complaints about delivered goods or services and/or objections to invoices must be submitted in writing to Pajuk Optiek B.V. within 14 days of the invoice date at the latest. Submitted complaints or objections do not suspend the payment obligation.
3.2 Returns will only be accepted - after permission from Pajuk Optiek B.V. - if the provisions of art. 3.1 have been met, the goods are undamaged and are returned in the original packaging with due speed, stating the invoice date and packing slip/invoice number. If this information is missing, it will be made at the lowest price for those items to which quantity discounts or graduated prices apply.
4. Liability
4.1 The liability of Pajuk Optiek B.V. for the other party suffers because Pajuk Optiek B.V. (or a person for whom it is liable under the law) fails to comply with this agreement or commits an unlawful act in connection with the execution of this agreement, is excluded, unless there is intent or gross negligence on our part. Any form of recovery of trading interruption or other indirect damage (such as loss of production or loss of profit) by the client or third party is excluded.
4.2 If we can be held liable under the previous clause, our liability for such damages shall be limited to liability for direct damage to and further limited to the invoice value (Pajuk) of the Product. In any case, our liability is limited to the insured amount that is eligible for payment under the (business) liability insurance.
4.3 A shortcoming in the execution of the assignment cannot be attributed to Pajuk Optiek B.V. if it is not due to our fault, nor is it for our account under the law or generally accepted practice.
4.4 Any liability of Pajuk Optiek B.V. and of the persons for whom Pajuk Optiek B.V. is responsible is in all cases limited to a maximum of the invoice value of the part of the agreement from which the liability arises.
4.5 When shipping goods, Pajuk Optiek B.V. uses sound methods of transport. We cannot be held liable for any irregularities related to shipping. Irregularities include theft, loss, breakage and other damage that has occurred during transport.
5. Miscellaneous stipulations
5.1 Additional costs For each individual order of € 35.00 net or less, at least a contribution of € 6.95 will be charged in respect of additional handling and postage/freight costs.
5.2 Without prejudice to the provisions of the first paragraph, the TNT or courier express costs will be charged extra for express shipments on request.
5.3 Agreements concluded by intermediaries, other than our employees, are only binding on Pajuk Optiek B.V. if they have been confirmed in writing by Pajuk Optiek B.V.
5.4 Resale of goods, other than to the public in need of glasses, is only permitted with the written permission of Pajuk Optiek B.V.
5.5 You must return a visible shipment or frames to us in the original packaging within 2 weeks. If a sight shipment is returned after 2 weeks and/or not in its original packaging, we are forced to charge €14.95 for this.
6. Copyright
6.1 All intellectual property rights with regard to the works published by Pajuk Optiek B.V., including copyrights, are vested in Pajuk Optiek B.V. Insofar as not expressly permitted by Pajuk Optiek B.V. or by law, nothing from the publications published by Pajuk Optiek B.V. may be published or reproduced in any way, including storage in any automated file.
6.2 The Other Party is not permitted to remove or change any indication regarding copyrights, trademarks, trade name or other intellectual property rights from (software) material.
7. Prescription/expiry
7.1 All legal claims against Pajuk Optiek B.V., including claims for damages, lapse and/or lapse after one year after the relevant claim/claim has arisen.
8. Amendments
8.1 Amendments, additions or changes to the agreement and the general terms and conditions are only valid if they are recorded in writing and signed by both parties.
9. Partial nullity
9.1 If a provision of the agreement and/or the general terms and conditions turns out to be null and void, this does not affect the validity of the entire agreement. The parties will adopt (a) new provision(s) to replace it, which will give shape to the intention of the original agreement as far as legally possible.
10. Disputes and applicable law
10.1 All disputes relating to the formation, interpretation or execution of an agreement with Pajuk Optiek B.V. shall be submitted exclusively to the competent court in the district of Utrecht.
10.2 The agreement, its interpretation and its execution are exclusively governed by Dutch law.
10.3 The other party indemnifies Pajuk Optiek B.V. against all claims from third parties in connection with this agreement. The indemnification also relates to all damage and costs that Pajuk Optiek B.V. suffers or incurs in connection with such a claim.
10.4. In the event of differences in interpretation arising between the Dutch text of these general terms of delivery and payment and its translations, the Dutch text shall take precedence and be binding to the parties.
