Chapter 1: GeneralIntroduction
1.1 The terms mentioned below are to be understood as follows in these General Terms and Conditions of Business:
- Casebuilder.com: The company, Casebuilder.com of Zutphen;
- “Principal”: Each and all (legal) entities having entered into an agreement with us, or wishing to enter into an agreement with us, and in addition to the latter, also their representative(s), authorized representative(s), legal representative(s) and successor(s).
1.2 Casebuilder.com’s core business includes the design and delivery of flightcases (sustainable packaging) as end-product or construction-kit and related parts and materials, as well as the packaging/wrapping of capital and other goods, storage, consultancy, assembly and project coordination.
1.3 Based on the various core businesses of Casebuilder.com, Chapter 2 of these General Terms and Conditions of Business outlines the conditions that apply specifically to the production and sale of flightcases as end-product or construction-kit and related parts and materials. Chapter 3 outlines the conditions applicable to Casebuilder.com’s service provision. Chapters 1 and 3, in conclusion, cover all agreements entered into by Casebuilder.com, irrespective of the contents thereof. Chapters 1 and 3, in conclusion, cover all agreements entered into by Casebuilder.com, irrespective of the contents thereof.
1.4 The provisions of the present General Terms and Conditions of Business – including all specific conditions referred to herein – apply in as far as they are not in conflict with imperative law. The provisions of supplementary law exclusively apply in as far as they are not in conflict with or do not deviate from the conditions of the present General Terms and Conditions of Business.
1.5 The present General Terms and Conditions of Business apply to all offers, agreements, and all factual and legal actions issued and/or taken by Casebuilder.com Deviation from these General Terms and Conditions of Business will only be deemed valid if and in as far as previously confirmed in writing by Casebuilder.com. Unless explicitly otherwise agreed, the applicability of the General Terms and Conditions of Business of the Principal will be excluded.
1.6 Irrespective of the form thereof, all offers issued by Casebuilder.com will be deemed as free of obligation. Deviations from offers issued by Casebuilder.com will exclusively be deemed valid where confirmed in writing by Casebuilder.com.
1.7 All prices specified by Casebuilder.com exclude VAT, and apply to the situation prevailing at the time of the specification. Casebuilder.com will be entitled to adjust the original price accordingly in the case of subsequent increases of one or more cost price factors, such as purchase prices, wages, taxes, social security premiums, cargo costs, insurance costs, currency exchange rates, etc.
1.8 Unless otherwise agreed to in writing, Casebuilder.com will not take out goods insurance on behalf of the Principal for any of the goods with respect to which the Principal enters into an agreement with Casebuilder.com.
1.9 Casebuilder.com is entitled to require sufficient certainty from the Principal prior to commencing the work, as well as at any subsequent stage of the work, to cover fulfilment of the Principal’s obligations. Until such time as the Principal has issued the required surety,Casebuilder.com will be entitled to suspend its performance, without prejudice to the provisions concerning suspension and dissolution of the agreement, pursuant to the Law, and after statement of the specific General Terms and Conditions of Business.
1.10 Unless otherwise agreed to in writing, the Principal will be bound to fulfil all invoices issued by Casebuilder.com in full within 30 days of the invoice date. Failure on the part of the Principal to fulfil the specified amounts within the aforementioned term, will put the Principal in legal default, whereby the Principal will be liable to pay legal interest over the principal amount as of the expiry date of the applicable invoice and until such time as the due amount has been fulfilled in full. The Principal is not entitled to deduct payments from payables or to suspend payment under any circumstances whatsoever.
1.11 Where Casebuilder.com is compelled to collect debts, whether by legal or alternative means, all related costs, including extrajudicial costs will be charged to the Principal.
Right of Retention and Right of Pledge
1.12 Casebuilder.com is entitled to retain goods, documents and moneys pertaining to the Principal for its own account and risk until such time as all claims issued by Casebuilder.com against the Principal, irrespective of the amount, have been fulfilled in full. All goods, documents and moneys in Casebuilder.com’s possession or such as may come into its possession, for any reason and by any means whatsoever, will be deemed as collateral against all claims against the Principal. Casebuilder.com is entitled to exercise the aforementioned rights of retention and/or pledge with regard to all debts on the part of the Principal to Casebuilder.com based on previous assignments.
1.13 Casebuilder.com is entitled to contract third parties for the execution of the agreement, whether in the form of Subcontractors or otherwise. Casebuilder.com will represent such third parties in the same way as it represents its own employees. Where the aforementioned employees and/or Subcontractors are addressed by extra contractual third parties with respect to the work for which they are being employed by Casebuilder.com, then the aforementioned employees and/or Subcontractors will be entitled to appeal to all provisions concerning exclusion and/or limitation of liability pursuant to the present General Terms and Conditions of Business.
Drawings and Models etc.
1.14 All drawings, prototypes, clichés, models, calculations, descriptions, tools, software and related items produced by or for Casebuilder.com will remain its own property, including where those items are charged for. All rights to the information, knowledge and experience enclosed in the aforementioned items or that underlie utilized packaging materials, manufacturing and production methods are reserved to Casebuilder.com. The said information may under no circumstances be copied, shown to third parties, published or used without the prior written permission of Casebuilder.com, except in as far as the use thereof is authorized within the framework of a valid assignment.
1.15 The Principal will be liable to Casebuilder.com for damages caused by materials entrusted to Casebuilder.com due to the nature of the materials and/or the packaging of the said materials. In addition, the Principal will be liable to Casebuilder.com for incorrect and/or improper, and/or late instructions, and/or failure to deliver materials and/or late delivery thereof, and culpability and/or neglect in the general sense of the word on the part of the Principal, its employees and/or third parties appointed by it.
1.16 The Principal and/or third parties will exclusively be entitled to lay legal claims with respect to liability, irrespective of the nature and motivation thereof, against Casebuilder.com within the boundaries of the agreement entered into with Casebuilder.com. Where a third party lays a claim or claims against Casebuilder.com based on matters not pertaining to the agreement with the Principal, the Principal will be bound to indemnify Casebuilder.com upon first request thereto.
1.17 The Principal is bound under penalty of cancellation of all rights to damages to report to Casebuilder.com in writing, and within 30 days of the receipt of materials packaged by Casebuilder.com at the intended destination, any damages due to shortcomings in the packaging provided by Casebuilder.com, accompanied by a report compiled by an expert in the applicable type of packaging to clearly show the nature of the shortcomings in the packaging and the ensuing damages. Casebuilder.com will under all circumstances be entitled to reappraise the materials and findings.
1.18 Casebuilder.com will be entitled to dissolve the agreement with the Principal with immediate effect and to claim all that which Casebuilder.com is entitled to claim from the Principal based on any grounds whatsoever with immediate effect if one or more of the following conditions prevail(s):
- a. If the Principal applies for bankruptcy or suspension of payment, or if the Principal otherwise loses the power to dispose of its capital;
- b. The Principal:
- 1. presents a settlement to its creditors;
- 2. remains in default in respect of any of its obligations towards Casebuilder.com in spite of reminders and summons related thereto;
- 3. suspends its business operations or, in the case of a legal entity or company, the said entity is dissolved.
1.19 Without prejudice to any mandatory provisions, all claims against Casebuilder.com will lapse after a period of nine months, and all claims against Casebuilder.com will be forfeited after a period of one year. The lapse, alternatively, the forfeiture, will be effective from the date following the date upon which the materials were delivered or were due to be delivered, or in the absence thereof, then as of the date following the date on which the claim was lodged. In any event, the lapse and/or the forfeiture will expire as of the date following the date upon which the agreement between the parties was terminated.
Chapter 2 Production and sale of flightcases, parts and materials
2.1 In as far as not in conflict with the terms of the agreement entered into with the Principal, or that which is stipulated in these General Terms and Conditions of Business, the most recent, applicable version of the Inco terms, as compiled by the International Chamber of Commerce in Paris will apply to all purchase agreements entered into with the Principal.
Vienna Convention on International Sales Contracts
2.2 The applicability of the Vienna Convention on International Sales Contracts, as well as any future international rulings with respect to the sale of movable physical goods, is hereby excluded.
2.3 Unless specifically otherwise stated in writing, specified delivery terms will under no circumstances be deemed as deadlines.
Retention of title
2.4 Ownership of goods supplied by Casebuilder.com will not be transferred to the Principal until such time as the Principal has fulfilled, in full, all its obligations towards Casebuilder.com pursuant to the agreement it entered into with Casebuilder.com with respect to the supply of goods and/or services.
Chapter 3 Service Provision
3.1 The present terms and condition apply to all services provided by Casebuilder.com.
3.2 Foundation Casebuilder.com will be liable for damages if and in as far as the Principal has been able to prove culpability on the part of Casebuilder.com, its employees and/or its auxiliary personnel.
3.3 Compensation for damages due on the part of Casebuilder.com will under no circumstances exceed the due invoice amounts submitted by the Principal for goods at the time of the commencement of Casebuilder.com’s liability period. If the invoice amount cannot be determined, the market value of the goods, which is to be proven by the Principal, will be used instead of the invoice amount, which is to be determined at the time of the commencement of the liability period.
3.4 Casebuilder.com’s liability period will commence at the time of receipt of the goods until the moment of delivery to the Principal or a designated third party. In the case of the aforementioned receipt and/or delivery being related to goods that are to be loaded into and/or unloaded from a means of transport, then the aforementioned liability period will commence at the time when unloading of incoming means of transport starts on the Casebuilder.com business location, and ends at the time when the loading of the outgoing means of transport from the said business location has been completed. Where Casebuilder.com performs work without the applicable goods being physically taken into receipt, then the aforementioned liability period will commence at the time when Casebuilder.com physically performs work related to the goods in question, and ends when the work is interrupted or terminated.
Liability exclusively applicable to damage to property
3.5 Casebuilder.com will under no circumstances accept liability for any form of damage other than for damage to goods entrusted to it or goods processed by it. Consequently all other claims for liability for damages related to matters, including design, assembly and material faults related to goods pertaining to the Principal, immaterial damage, loss of profits, and any other form of financial loss pursuant to or related to the execution of the agreement entered into between Casebuilder.com and the Principal will be excluded.
Limit of liability
3.6 Except in the case of intent or gross negligence on its part, Casebuilder.com will under no circumstances be held liable for an amount exceeding € 10,000 per event of series of events with the same cause, with the understanding that in the case of damage, loss of value or loss of the goods included in the assignment, the liability will be limited to € 3 per kilogram of lost or damaged gross weight with a maximum of € 1,000 per damaged or lost package.
Chapter 4 Applicable law, Arbitration
The agreement with the Principal will be subject Dutch law. All disputes will be brought before the competent judge of the district court of Zutphen.