1. General
a. GREEN MOUNTAIN GRILLS EUROPE, a trade name of Aricom BV., hereafter referred to as GREEN MOUNTAIN GRILLS EUROPE is engaged in and accepts orders relating to the import and export, wholesale and retail, agency, manufacture of marine and sporting goods, all in the broadest sense.
b. Under assignment is understood: every agreement with GREEN MOUNTAIN GRILLS EUROPE, irrespective of whether it thereby undertakes to perform one or more of the activities described in article 1 a, or to carry out another performance, all this in the broadest sense.
2. Offer and Acceptance.
a. All offers by GREEN MOUNTAIN GRILLS EUROPE including those in its catalog are without obligation unless otherwise expressly stated.
b. All price lists, brochures, and other data provided with an offer are given as accurately as possible. They are binding on GREEN MOUNTAIN GRILLS EUROPE only if expressly confirmed in writing.
c. An agreement comes into effect when GREEN MOUNTAIN GRILLS EUROPE confirms the order within fourteen days after it has been received orally or in writing, or has begun its execution. If an offer contains an offer without obligation and this is accepted, GREEN MOUNTAIN GRILLS EUROPE has the right to revoke the offer within five working days of receiving the acceptance.
3. Prices
a. The price shall be that agreed upon between the parties when the agreement was concluded. In offers, price lists, advertisements, catalogs and acceptances, the price(s) are always stated including VAT, unless explicitly stated otherwise.
b. Agreed or quoted prices are based on the cost price factors, materials, wages, taxes, etc. known up to the time of quotation. In the event of an increase in one or more of these factors, GREEN MOUNTAIN GRILLS EUROPE shall be entitled to adjust the agreed price accordingly, at least if the same could not have been foreseen at the time the agreement was concluded and the price increase is reasonable.
4. Delivery
Delivery shall be made at the place specified in the agreement. Transport and packaging costs shall always be borne by the client unless otherwise indicated. Goods sent by express delivery are always at the expense of the client.
a. The client shall notify GREEN MOUNTAIN GRILLS EUROPE directly in writing of any deficiencies and/or damages present at the time of (final) delivery at the latest within 8 days of delivery, failing which GREEN MOUNTAIN GRILLS EUROPE shall be entitled not to consider complaints in this regard.
b. The delivery time specified by GREEN MOUNTAIN GRILLS EUROPE shall commence at the time the necessary templates, drawings, permits, authorizations or agreed advance payments are received. Stated times shall never be considered as deadlines, unless expressly agreed otherwise. In case of failure to perform the agreed services on time, GREEN MOUNTAIN GRILLS EUROPE should therefore be given notice of default in writing.
c. In case of bankruptcy, suspension of payment or in case of attachment of the client, GREEN MOUNTAIN GRILLS EUROPE shall be entitled to terminate or suspend delivery without further notice.
d. GREEN MOUNTAIN GRILLS EUROPE is entitled to store the goods at the expense and risk of the client, if the latter fails to take delivery of the products, even if the client is unable to take delivery as a result of force majeure, all this without prejudice to the right of GREEN MOUNTAIN GRILLS EUROPE to be able to claim the purchase price and/or full compensation for damages.
e. The risk of the goods times the transport is for the client and this from the moment the goods have left the premises of GREEN MOUNTAIN GRILLS EUROPE.
f. Goods, parts, etc. manufactured by GREEN MOUNTAIN GRILLS EUROPE are based on dimensions obtained from the client, including subsequent modifications. Upon delivery, the client shall be deemed to have inspected and approved the goods, unless the client complains in writing within 8 days.
5. Force Majeure
a. If before or during the execution of an obligation it appears that (further) execution of that obligation is not possible as a result of force majeure, or if this execution is rendered considerably more difficult than could have been foreseen when the obligation was entered into, due to force majeure or external causes or circumstances for which GREEN MOUNTAIN GRILLS EUROPE cannot be held accountable, is considerably more difficult to carry out than could have been foreseen at the time the commitment was entered into, GREEN MOUNTAIN GRILLS EUROPE shall be entitled, without being obliged to pay any compensation, to suspend the execution of the commitment or to dissolve the commitment.
b. “Force majeure” shall include all involuntary business disruptions or impediments, such as fire, natural disasters, third-party impediments, full or partial strikes, war, riots, almost general illness of employees, the revocation or expiration of the loan permit and further generally all circumstances, events, causes and effects beyond the control or control of GREEN MOUNTAIN GRILLS EUROPE.
6. Liability
GREEN MOUNTAIN GRILLS EUROPE shall never be liable for damage incurred by the client or third parties as a result of goods supplied or activities performed by GREEN MOUNTAIN GRILLS EUROPE, unless intent or gross negligence on the part of GREEN MOUNTAIN GRILLS EUROPE is demonstrated.
a. In the unlikely event that GREEN MOUNTAIN GRILLS EUROPE should be liable for any damage, such liability shall be limited to the amount paid out by the insurance company. If in any case the insurance company does not pay out, the liability is limited to the invoice amount.
b. GREEN MOUNTAIN GRILLS EUROPE shall in no event be liable for any loss of business to the client or third parties, including, but not limited to, business interruption and loss of income or other indirect damages from any cause whatsoever.
c. If third parties claim compensation for damages from GREEN MOUNTAIN GRILLS EUROPE, the client shall be required to fully indemnify GREEN MOUNTAIN GRILLS EUROPE upon first request.
d. GREEN MOUNTAIN GRILLS EUROPE shall never be liable for injudicious use of the delivered goods by the other party, or use thereof for a purpose other than that for which it is suitable according to objective standards.e. The client is responsible for being in possession of the legally required permits and authorizations, which are required for the purchase, possession and operation of goods and services to be delivered, and indemnifies GREEN MOUNTAIN GRILLS EUROPE against all claims in this regard.
7. Retention of title
a. All items delivered by GREEN MOUNTAIN GRILLS EUROPE shall remain its property until the full purchase price has been paid. If the purchase price is not paid on time, GREEN MOUNTAIN GRILLS EUROPE shall be entitled to take possession of the items, in which case the contract shall be dissolved, without prejudice to its right to compensation for expenses incurred and further compensation for damages in interest if any.
b. The client authorizes GREEN MOUNTAIN GRILLS EUROPE to retrieve or have retrieved the goods after the expiration of the term of payment, without any notice of default. At the first request of GREEN MOUNTAIN GRILLS EUROPE, the client shall cooperate in this by providing access and or returning the goods. All costs associated with the retrieval shall be borne by the client.
8. Warranty
a. GREEN MOUNTAIN GRILLS EUROPE does not provide any warranty for consumable items. All other warranties shall be those provided by the importer, manufacturer or agent GREEN MOUNTAIN GRILLS EUROPE.
b. All goods eligible for warranty or repair must be delivered to GREEN MOUNTAIN GRILLS EUROPE carriage paid, with purchase receipt and warranty card. Absence of these documents will void all warranty claims.
c. The costs of shipment by GREEN MOUNTAIN GRILLS EUROPE to the importer, manufacturer, etc. shall be borne by the client, as well as the costs charged to GREEN MOUNTAIN GRILLS EUROPE by the manufacturer, importer, etc. All goods shall be returned to the client at the client’s expense and risk.
d. Defects of delivered goods covered by the warranty will, at the sole discretion of GREEN MOUNTAIN GRILLS EUROPE, either be repaired or replaced by new delivery if, in the opinion of GREEN MOUNTAIN GRILLS EUROPE/manufacturer, the defects are due to construction faults, the materials used or the execution rendering them unusable for the client with respect to the relevant purpose of the goods.
e. All warranty claims shall lapse if the client itself has made changes or repairs to the delivered item, or does not use the delivered item accurately according to the instructions supplied or otherwise treats it injudiciously.
9. Payment
a. Unless otherwise agreed, payment shall be made upon delivery.
b. No complaint or claim gives the client the right to suspend, withhold or consider expired fulfillment of the payment obligation.
c. The client shall be liable to pay interest of 1% per month on all amounts not paid within the stipulated payment period; this obligation shall take effect without further notice of default.
d. If the client fails to fulfill his payment obligations, or if he in any way fails to fulfill his obligations, or fails to do so on time or properly, he shall be in default by operation of law and shall be liable to pay all extrajudicial collection costs to be incurred by GREEN MOUNTAIN GRILLS EUROPE amounting to 15% of the amount due, excluding interest on arrears with a minimum of €45.
10. Disputes
All disputes arising in connection with an agreement shall be governed by Dutch law. The District Court of Middelburg is in such a case – if the dispute belongs to its absolute competence – exclusively entitled to take cognizance of the dispute.