Article 1. General
1. These general sales and delivery conditions, hereinafter referred to as "terms" of LED Import, hereinafter referred to as "LI" shall apply to all offers and quotations and all agreements with LI.
2. Where these conditions refer to “products”, they all apply to the subject of an agreement, including LED products.
3. Where these conditions refers to “the agreement” shall mean any below agreement between LI and buyer, as well as any amendment thereof, or addition to, as well as all (legal) operations for preparing and implementing of that agreement.
4. Where these conditions refers to “buyer”, is shown below means any legal entity or natural person in the exercise of a profession or company has an agreement with LI or would like to close, as well as their representatives and delegates, as well as their successors in title.
5. Where these conditions refers to "in writing" it is explicitly referring to: signed by the person (s) that is/are statutory able to represent the party legally, valid unless “in writing”, the concept of expressly and unambiguously defined otherwise.
6. Buyer's general terms and conditions are valid only if and to the extent that they are expressly accepted by LI and acceptance in writing of the buyer has been confirmed.
7. As long as the written acceptance in the same manner as defined in article 1.6 does not take place, the General (purchase) conditions or terms of buyer will be expressly rejected.
8. Changes and additions to any provision of these terms and conditions shall apply only if and to the extent that they are laid down by LI, and apply only to the appropriate underlying agreement. LI has at all times the right to change these terms and conditions, unilaterally and/or new terms and conditions. LI will inform the buyer in advance of such change (s), Supplement (s) or new terms and conditions within 10 business days.
9. "LED" means Light Emitting Diode.
Article 2. Offers/quotes
1. Offers and/or quotes produced by LI does not apply any duties of LI and only apply as an invitation to the place an order. The LI released offers and/or quotations are optional and cannot rise to any duty for LI.
2. Offers and/or quotations are without prejudice to article 2.1 valid only if in writing and in the listing and/or tender period. If the listing and/or quote does not have a term, the listing and/or quote are valid for 30 calendar days.
3. All of the contents by LI , weights, colors, elements, sizes and/or other indications of the products are made with care. LI cannot ensure that there is would be no abnormalities and so the buyer cannot invoke these above mentioned indications of the products. Displayed or provided models, samples or drawings are only indications of the products in question.
Article 3. Orders
1. Orders (that is, each order of buyer to LI) be made in writing. Under written in this particular article means the orders by letter, by fax, by e-mail or online via LI.
2. Each order, with prejudice to article 3.4, only applies when the order is accepted “in written” by LI or is given in progress by LI. LI is to not to accept an order, without giving any reason and without any form of compensation or compensation otherwise.
3. All the agreements are entered into the precedent conditions that the buyer is solvent in accordance to the order placed by the buyer, this refers to the (end)assessment of LI within 10 working days from the date as stated in article 3.2.
4. All the agreements entered into the suspense condition that the buyer applied to the obligations of earlier agreement(s) between LI and buyer.
5. Cancellation by the buyer of an accepted order by LI, or an order which LI has already given in progress, it may only take place with the written confirmation of LI and LI will be compensated by buyer for any damage caused. In the case of products made specifically for the buyer, or already ordered at a third party, restitution or cancellation is not possible, unless expressly provided otherwise in these terms and conditions.
Article 4. Delivery/ transfer of risk
1. Delivery shall be made in accordance with ICC Incoterms 2000 EXW. Delivery shall be deemed to have been carried out as soon as the products are presented at buyer’s side and buyer (or his representative) has signed for receipt. If and when buyer (or his representative) has signed for the receipt of the products offered by LI, but if the delivery to discrete assessment of LI has proved to be impossible, the risk of the goods has been transferred to buyer.
2. Where delivery of the products it is not possible by LI (to the discreet judgement of LI) is buyer without default notice in omission and buyer will compensate all damage caused. LI is in this case, entitled to store the products for the account and risk of the buyer, without prejudice to the obligation of the buyer payment for the outstanding invoice amount on the due date to comply with and without prejudice to the provisions of article 9 on retention right on the goods. LI can also choose to deliver the products to any third party. Not only the damage and storage costs, as previously mentioned, also the difference in the extended prices is for account of the buyer.
3. LI has the right at all times to deliver in partial shipments, and invoice each shipment separately. In such cases, each partial delivery include a separate license agreement that is under the same conditions as the original agreement. Buyer is not entitled to suspend payment because of the exceeding of the delivery of all (or part of) the products.
Article 5. Delivery time
1. The indication of the approximate delivery period, is not binding to LI and is based on the task at the time of this assignment for LI forced circumstances and, in so far as depending on performance or data of buyer or any third party, at the time of the day on which such performance and information by buyer or any third party have been provided, respectively, have been carried out. LI will comply to this delivery time as far as possible.
2. If LI for needs data or resources for the implementation of the agreement that are to be supplied by buyer, the delivery time of the goods cannot not be earlier than on the day that all the necessary information or tools are in the possession of in LI.
3. When exceeding the delivery time, buyer shall not be entitled to have any compensation. In that case, the buyer has no right to cancellation of the contract, unless the exceeding of the delivery time of the products in question is of such manner that LI could not reasonably be required that buyer will maintain that part of the agreement. In that case, the buyer is entitled to cancel the agreement, however this applies only for the products, mentioned above, which delivery time is exceeded.
Article 6. Prices and payment
The prices for the offered products and services are listed in Euro´s (€). Prices are exclusive of VAT/sales tax and other taxes, if any, exclusive and/or charges, unless otherwise noted or agreed in writing. Any handling and/or shipping costs will be charged.
2. The prices are based at the time of the agreement for LI forced circumstances, including -but not limited- to legal regulations, labor, costs of raw materials and materials, purchase prices, excise, import and export rights, currency rates, charges and taxes that are directly or indirectly be charged to LI or charged by third parties at the expense of LI and/or any other factors which for any reason affect the price. If these circumstances change after the conclusion of the agreement but before the delivery, LI has the right to calculate these costs to the buyer by an increase of the price. If this issue occurs, LI will inform the buyer as soon as possible.
3. Without prejudice to the previous term, LI at all times has the right to increase the prices, with a maximum of 10% per calendar year. LI will inform the buyer as soon as possible and no later than 30 calendar days in advance.
4. Except otherwise provided written agreements between LI and buyer all payments shall be made by buyer under agreement involved amount in a first agreement between LI and buyer on the basis of payment prior to delivery by means of a cash payment in advance or cash on delivery.
5. If, however, LI , for its part, discrete choice, that buyer has a sufficient credit rating, as referred to in article 3.3, the buyer will pay the invoiced amount, to be effective in the currency stated on the invoice, within 30 days of invoice date to LI, unless another term of payment is agreed expressly and in writing. All payments will be, in the choice of LI, made at LI’s office or in more detail in an appointed bank account. In case the payment will be made at the office of LI, it will be in the form of cash.
6. LI is entitled to review these terms of payment as mentioned in article 6.5, if it is in the opinion of LI, in perspective of credit information or for other reasons.
7. Upon receipt of full payment by buyer of an invoice paid within 10 days after invoice date in cases referred to in paragraph (4) and (5) a discount of 3% on the net-account invoicing amount of the relevant invoice excluding VAT will be granted at the request of buyer.
8. By some of the expiry of the (short) payment is copper, without a ingebrekestelling, in verzuimgroepen, and the progress made by Li immediately payable shall be the buyer.
9. Buyer is on all amounts not later than the last day of the term of payment have been paid, a delay from the day the same as the interest shall be payable at that time in the Netherlands with the laws of trade interest (such as referred to in article 6: 119a BW) plus a storage of 2% (2%).
10. If buyer against LI in absence of any duty, he LI the judicial and extrajudicial costs-including the cost of legal aid and advice prior to the procedure to compensate in full. The compensation by the buyer shall be determined on the extrajudicial costs at least 15% of the buyer to LI payable amount due, with a minimum of € 300,-ex. VAT.
11. Any amount of copper is received will first of all, to the satisfaction of the progress made by Li have the buyer in respect of which LI Lien is not a reservation or exempted in accordance with article 9. Any amount of copper will first of all, are intended to be received in payment of any interest due, and costs referred to in articles 6 and 6.10, and then click the required principal in order of age.
12. If Li, after 's absence, payment reminders, or other requests for payment of copper, this is done without prejudice to the provisions of articles 6.8, 6, 6, 10 and 6 4.2.11.take
Article 7. Inspection and complaints
1.The buyer is obliged to immediately upon delivery of the products (that is, when buyer real power on the products could exercise) precisely to make sure that the correct number and type of or is in accordance with the shipping documents. In addition, the buyer is obliged to immediately upon delivery of the products to check for visible defects and damages. Complaints about the products must, without delay, by buyer, but not later than within 14 calendar days after delivery of the products in writing (that is, in this particular article (say, by letter, by e-mail or by fax) is reported to LI, on pain of forfeiture of the right to lodged a complaint. This report shall be at least to indicate where and when the product was purchased, it should be made of the original purchase certificate of delivery to the end user, and the reasons why the claim. Additionally, the reporting, to the extent possible, the serial number of the product and the invoice number.
2.LI is not required in respect of derogations concerning the delivered products which he later than 14 calendar days of receipt of the goods by the buyer,.
3.After the buyer of any lack of conformity is required for the use, operation and/or the processing of the products in question to (do) immediately cease and all reasonably possible to do so and to prevent further damage ().
4. Buyer will all for the investigation of the complaint, the necessary assistance, in particular by LI in the opportunity to investigate (do) to the circumstances of the use, operation and/or processing.
5.If seller does not cooperate or otherwise research (more), it is possible for LI, the complaint is not and has not claims in this matter. If the complaint is unfounded by LI, it will be the cost of the examination of the complaint on behalf of copper.
6.To the consideration of a complaint may not rights.
7. The State buyer does not return the products to be free, in writing, before LI has agreed to this. Only if properly and in a timely manner, is gereclameerd, and rightly so, the reasonable cost of return on behalf of LI.
8. If buyer correctly and in good time, rightly complain about defects in a product, is the resulting liability is expressly limited to the article 8 and 14.
Article 8. Obligations LI
1.LI declares that its products are the properties that the buyer and the end user having regard to the information provided on this subject by LI information relating to the use, quality and performance to expect (compliance), provided that these products normally and be used with care, and all for the use of the products given instructions and other requirements included in the agreement and these terms and conditions, and fully respected. Low in the branchegebruikelijke for specified dimensions, weights, colors, numbers, and other components, similar information shall not apply if deficiencies and have no effect on the conformity of the delivered products. In the following, at any rate means a derogation for-or at the expense of the buyer-of the lichttechnische value of the products of at most 5%.
2.On condition that proper and timely manner, in accordance with the provisions of article 7 and this article is complained and sufficiently demonstrated that the complaint is justified, the choice of either the LI does not have products or components thereof against return to be replaced by new, or equivalent replacement products or components, or to the products in question to restore-genuineaa-1 and, where necessary, adjustments to restore in the stun-or (in the opinion of LI appropriate part of the agreed price to themselves or the invoiced amount (in part, to the opinion of crediting LI). By welcome to one of the above performance is LI in respect of its obligations is completely done and any further LI (damage) compensation.
3.If the product is not a defect or damage has visible as shown in the preceding article may, in accordance with the provisions of this article and article 7, no later than the following periods of time to file a dispute in the case of LI (i.e. that the entire complaint within that period has been received by LI) if buyer is of the opinion that there is a non-conformity:
Fittings |
24 months |
Enclosures |
24 months |
Power converters |
12 months |
Printplaatjes |
12 months |
4. Will the above buyer guarantee periods at least use direction buyer (s)/end user (s). All the more fully on their own account and risk of.
5.Buyer or a third party may not be entitled on the basis of this article shall apply where, without the prior written permission of LI changes or repairs to the products have been carried out, not by LI to re-activate, delivered components are the products have been used for purposes other than those for which they are intended, or otherwise on the products have been treated or injudicious.
6.In addition, of warranty is expressly excluded damages incurred as a result of normal use or wear and tear, water damage (unless and to the extent that such activity is expressly indicated by LI that the product is "waterproof, Louisiana" and close ", or" wasser, which expressly not belongs to the designation ' waterresistant "or a related term), and are cause damage that is not in a factory error.
7. If LI products to buyer only LI has obtained from his suppliers, LI never to further guarantee taken in relation to copper than LI to its subcontractors is entitled to claim.
8. In the case of replacement or repair the warranty periods of the original product of force and does not guarantee periods.
9. Half life of each light source of the products at the request of buyer further by LI.
10.6.2000In the form of a product, multiple LEDs provides a scrap percentage of 5% or less of the number of LEDs not non-conformity,
Article 9. Property
1.Products delivered by LI remain the exclusive property of Li, as long as the buyer is not fully met all the obligations, including the payment (s), who, under the between LI and buyer agreement (s) to buyer rest (s) or will. Subject to full compliance of all the obligations, including the payment (s) by buyer to LI is the property of the product to buyer.
2.If the law of the country of destination of the purchased business more extensive capabilities to the reservations of the property rights than those laid down in paragraph 1, between the parties that this be further opportunities for the benefit of LI to be negotiated with the understanding that when the objective is not to establish any further rules this provision relates, in paragraph 1 above, and the rest of this article shall continue to apply.
3.Before the ownership of the products is on the buyer has no right to the buyer to sign away products, otherwise dispose of, or any objections or duties to provide to third parties. Buyer is only entitled to use the products, which is owned by LI, to a third party to sell or supply, in so far as this in the context of the ordinary activities of copper is required. Buyer will be the recipient of the property rights of Li.
4. If and as long as LI is the owner of the products will save the buyer in such a way that products at all times, it is clear that this to LI. LI has referred to in the transfer of ownership at all times the right to access to the products which are its property where they are located. Buyer will Li LI´s first request to tell where the products, which is owned by LI, are located. Buyer will also LI forthwith in writing to you when the products are at risk () to be taken or otherwise is the products.
5.Buyer will support all the measures that LI for the protection of its property rights in relation to the products delivered targeting.
6.In, (provisional) being wound up or bankruptcy will immediately the beslagleggende bailiff of copper, the administrator or the liquidator to point to the (proprietary) rights of LI copper shall ensure and in a herd on the products without delay.
7. As soon as a buyer to one or more of its obligations to LI, all claims against buyer promptly and fully competent due and is LI, without any ingebrekestelling or judicial intervention, the rights arising from its reservation of title to the ends. This is without prejudice to the rights to LI's suspension, in accordance with article 12, and without prejudice to her right to full compensation and interest and costs, as referred to in article 6.9 and 6.10.
8. Buyer expressly it is tolerated is to invoke a right of retention with regard to the bewaringskosten and the cost to the performance. Also with regard to other possible counterclaim of copper on LI, in all cases, the right to any form of set-off by buyer preclude.
Article 10. Trademarks/intellectual property rights/advertising material
1.Buyer obtains no right by the agreement of intellectual and/or industrial property rights in relation to the products and services.
2.LI declares that to know the products do not violate the intellectual property rights in force in the Netherlands of a third party. In the case of claims of third parties in respect of an infringement of such rights, LI, if necessary, replace the product, or change the priority to all or part of this agreement.
3.Buyer shall undertake any (trade) marks, each of the trade name or trade mark by LI used or fantasy name or woordcombinaties, of which the said trademarks or trade names belong and where LI owns, solely to be used for transactions in respect of the products delivered by LI.
4. It is buyer not allowed any trademarks, registration number, letters, numbers and/or letters by LI on the product and the packaging is/are made to remove, or to change it.
5.It is copper in his range of prohibited products that in terms of model and/or "technical" infringement (specifications) to the model-and/or other intellectual and industrial property rights of LI.
6.On designs, drawings and/or models can intellectual and industrial property rights of LI 2.3.3.-a, which remain the property of Li, even if the cost to buyer for development, except as expressly otherwise agreed between the parties. Buyer will all intellectual and/or industrial property rights in the products delivered by LI completely and unconditionally respect the.
7. It is therefore prohibited a buyer, wholly or partly in original or modified form or in any way to create and to reproduce, or both. And unless the parties otherwise agree in writing explicitly.
8. Provided to buyer in the widest sense material continues to be an inherent property of LI and LI can be demanded at all times. Even if a contribution by the buyer in the cost is paid in full, unconditional and without refund of any contributions paid by the buyer, and the remaining overtime cost.
9. LI buyer will immediately of any claim by a third party in respect of an infringement of intellectual and industrial property rights, or in relation to the products. In the event of such a claim is only LI or LI to assign subcontractor authorized buyer defence against it on behalf of or against this third legal measures, with the third to take an amicable settlement. In all cases, buyer Li LI´s request support, on pain of buyer's liability for the damage that is caused by the do not cooperate in the (reasonable) requests from LI.
Article 11. Resale, advertising and marketing
1.Buyer will not resell the products to end users or retailers other than agreed in the agreement.
2.The buyer is not the only form of PR and/or advertisement, online or offline, without the prior written consent of LI. the same applies to the use of labels, tags, display ´s, posters, packages, merchandising, and any form of promotion and/or marketing.
3.If the buyer does not meet the above requirement, LI buyer directly enforceable and not deductible fine imposition of $ 10,000 per day at a time, or that the buyer is obliged not to.
4. Copper is required at all times on the first request of LI for whatever reason, to stop the further use of advertising and/or marketing materials and materials so unconditionally and without refund of any contributions paid by the buyer and the costs of returning to LI
5.Buyer is not entitled to, without the prior express permission of LI LI if prices of products to give away, or otherwise, or such products with "weggever" or another related term.
6.Buyer will sell any other products or advertising and marketing materials for the development of other products which may prejudice the reputation of the products from the agreement.
7. Buyer at any time to any huisregels, standards and guidelines of LI products, in the absence of which LI is entitled to terminate the agreement directly.
Article 12. Suspension/cancellation/termination
1.If buyer does not, in good time, not properly, or does not comply with any obligation for any agreement or arising from these terms and conditions, is buyer without ingebrekestelling in verzuimgroepen, all of the claims of the buyer immediately, and Li due and is fully entitled to use the execution of LI with buyer until fulfilment by buyer, in the opinion of LI ensure sufficient or any agreement (s) with buyer to dissolve in whole or part, without any liability for damages or compensation otherwise to buyer.
2., In the event of bankruptcy, initiation of bankruptcy (provisional) suspension of payment, substantial modification of the corporate structure of copper (such as company acquisitions or reor) copper) or under the curatorship of the buyer or closure and/or liquidation of the company of buyer all obligations to LI immediately and fully due and is entitled to their own choice LI, without any liability for damages or compensation otherwise and without prejudice to the rights conferred upon it further to LI to suspend the execution of each agreement and/or whole, and partial decomposition of some agreement.
3.If LI products to buyer only LI has acquired a subcontractor, and an agreement (that is, an agreement which does not fall within the definition of article 1.3) between LI and surrounding or any right in such an agreement with a supplier, for any reason and at any way to put an end, all agreements between LI with buyer in relation to those products directly and by LI per fully or in part, ended without any liability for damages or compensation otherwise of LI to buyer. LI is thus expressly never to a further continuation of the agreement with buyer held where LI to its subcontractor (s) claim to.
4. In the event of liquidation, substantial modification of the corporate structure or withdrawal of the buyer is obliged to LI expressly and in writing in advance of them in.
5.Relations/the agreement (s) between the buyer and LI, in any way and for any reason, all claims of LI to buyer and buyer will immediately be due can come all outstanding claims have to pay to Li, for which they have in the absence of liable.
6.Relations/the agreement (s) between the buyer and LI is terminated, or if the buyer are undertaking to others overdoet LI, the products or the products that carry are brand names and/or trade names of Li or its licensors to be first to LI. If LI the offer made by the buyer accepts, than is required to do so LI at its current price minus enjoyed discounts, and subject to reduction due to old age and/or damage, provided that all the invoices of LI to be met by the buyer.
Article 13. Force majeure
1.In the event of a strike, stagnation, fire, sinking of products on the road, water damage, Government measures, riot, delays in shipment abroad, delays in the supply, export ban, war, mobilisatie, transport barriers, export import barriers and obstacles to, any (other) cases of force majeure, LI or delivery time to the duration of the impediment, or to the sale, insofar as they are affected by the barrier, cancel, or another agreement with of copper.
2.If an obstruction occurs will LI at the written request of the buyer within 10 days, what possibility of.
3.In the event of force majeure, buyer shall not be entitled to any compensation or damages) (compensation otherwise, even if LI as a result of force majeure, have any benefit.
Article 14. Liability and Disclaimer LI
1.LI shall not be liable for damage to products other than in accordance with the provisions of article 8.
2.Commands by buyer as accurately as possible and in writing, must be provided. For understood, mutilations, delays or not properly perceived, regardless of the reason for this, and communications in the traffic between LI and copper, or between LI and third parties, in so far as relating to the relationship between LI and copper, LI will not be liable, except and only to the extent that the question of intent or serious negligence for of LI.
3.Without prejudice to the other provisions of the terms and conditions, is in any case, the contractual and legal liability of LI at all times be limited to the amount of the agreed price of the product or service in respect of that liability is incurred.
4. LI, if its a special production is given or where its products are provided for your repair, processing, only be liable for any damages, which are intentionally or gross debt.
5.LI shall not be liable, nor on the basis of the law or agreement, for so-called due to damage caused by buyer or a third party if suffering in respect of the implementation by LI of the agreement or (the use of the products, the following consequential sausage, environmental damage and intangible damages.
6.Unless the damage is caused by intent or serious negligence of LI Li, buyer will indemnify for all claims by third parties from which under, including compensation for any damage, costs, or rates of interest, directly or indirectly related with (the use of) products, and he will make good any damage, including LI (legal) consultant costs, incurred LI is as a result of such appointments.
7. LI negotiates all legal and contractual defences, which they have in the afwering of its own liability to the buyer can invoke, partly for the benefit of its subcontractors, reports and the non-reports for whose conduct it be liable under the law will be.
In article 15. Secrecy
1.All of the information and data between LI and copper are exchanged or otherwise takes note of which buyer, including preparatory materials, trade secrets, formulas, patterns, (innovation) developments, company information, documentation, samples, inventions, consumer data, concepts, designs, beeldmaterialen, manufacturing data, sales data, know-how, software, figures, strategy, marketing and promotion plans, and other data related thereto by buyer will be dealt with on a confidential basis. Buyer shall undertake such information and data will not, without the prior written permission of LI to third (n). Buyer will provide this information only to its employees and third-party for them to the extent necessary to perform the work and are always subject to the imposition of the obligation to professional secrecy, as described above.
2.Both during and after the termination of an agreement between LI and copper-à-vis third parties will buyer in any way negative of LI.
Article 16. Transfer of rights
The buyer is not allowed without the prior written consent of LI the way rights from any agreement to a third party.
Article 17. Changes and variations of the terms and conditions
1.Deviations from these conditions shall only take effect if they are confirmed in writing by LI are.
2.In the event of an inconsistency between the agreement and the terms and conditions, the agreement shall prevail, unless expressly provided otherwise in the EULA.
3.In the case of one or more provisions of these terms and conditions, the other provisions shall remain in full force and effect.
4. When LI for shorter or longer time deviations from these conditions at any point and/or part expressly or tacitly are allowed, this is the right of LI on direct and strict compliance with the terms and conditions shall be without prejudice to the future. Even if LI one or more of its existing rights from these terms and conditions for a period not or not fully exercised, buyer does not grant them rights for the future.
Article 18. Applicable law and dispute resolution
1.On these terms and conditions, as well as the agreement is the only Dutch shall apply.
2.All disputes between the parties arising out of or in connection with an agreement under these conditions arise will be tried in the first instance by the competent courts in Amsterdam, the Netherlands, the arrondissement of.
3.The applicability of the Viennese purchase Treaty 1980 is excluded (CISG).
Article 19. Authentic language
In the event of any conflict between this English text of these terms and conditions and the English translation thereof, shall apply only the Dutch text.
!!END OF GENERAL CONDITIONS!!