Terms and conditions

    The following definitions shall apply to these terms and conditions of sale and delivery:
  • Hanos: Hanos Nederland, a trade/company name of Admidex B.V., registered office in Ede, and all directly or indirectly affiliated companies and corporations/enterprises and companies;
  • Agreement: any agreement between Hanos and the buyer and any amendment or addition thereto;
  • Goods: any material objects which in executing this Agreement to the Buyer (shall be/are/are to be) delivered/supplied;
  • Services: services (to be) provided by Hanos to the Buyer, including, but not limited to, the giving of advice;
  • Damages: all direct financial loss (?)/property damage incurred by the Buyer, excluding loss of sales, profits and/or other consequential/resulting loss/damages, but including reasonable expenses incurred by accountants, legal advisors and tax specialists to determine the damages and responsiblity/liability;
  • Terms: these terms and conditions and sale and delivery.
  • These Terms and Conditions are applicable to all legal relationship between Hanos and the Buyer, including offers/quotes and Agreements.
  • In accepting any offer/quote made by Hanos, the Buyer also accepts the applicability of these Terms and Conditions. / The acceptance by the Buyer of any offers made by Hanos automatically includes the acceptance of these Terms and Conditions. Applicability of any terms and conditions of the Buyer is expressly rejected by Hanos.
  • Changes/Variations and/or amendments to these Terms shall be valid only if and to the extent that they have been expressly accepted in writing by an authorised agent/representative of Hanos. An agreed change/variation or amendment has only relation to the delivery for which this is agreed.
  • All offers and quotes, in what manner soever made by or on behalf of Hanos, are non-binding, unless they contain a term of acceptance/period for acceptance. Also/Including offers mentioned in brochures, price lists, etc. are non-binding. Should a non-binding offer be accepted by the Buyer, Hanos has the right to recall/revoke/cancel/repeal/rescind the offer.
  • Offers and commitments/promises from agents, intermediaries and/or staff engaged/appointed by Hanos, are binding only if they have confirmed in writing by Hanos.
  • Hanos is thus fully at liberty to decline/not to accept orders from a Buyer. / Acceptance of orders from a Buyer is thus solely at the discretion of Hanos.
  • Agreements come about/come into existence/force at the time that (1) Hanos an offer or order/purchase from the Buyer confirms in writing; (2) at the time tht Hanos begins with the performance/execution of the Agreement; or (3) at the time that Hanos sends the Buyer an invoice for the Agreement concerned/relevant Agreement.
  • Orders accepted by Hanos from Buyers shall be deemed only by type and brand decisive to be. If a packaging/container, performance, model, type, etc. changed/modified, Hanos is then acquitted through delivery of the changed packaging, performance, model, type, etc. against the valid standard price/retail price for that.
  • Unless expressly agreed in writing, delivery shall take place from the distribution centre of Hanos. The Goods to be delivered shall be from the time of leaving the distribution centre at the expense of risk of the Buyer.
  • If and to the extent that Hanos takes responsibility for the transportation of the Goods, then that does not impair/detract from the provision in Section 1 of this article. The means of transport shall be determined/specified/stipulated by Hanos. The Buyer is obligated to take delivery of the Goods in the agreed location and to unload them immediately.
  • If Hanos, whether or not at the instance/instruction of the Buyer, the transport of the Goods controls/organises/arranges for, Hanos is free in the choice of packaging, carrier and the route to be taken. If Hanos also takes responsibility for a transport insurance (policy), then that does not impair/diminish the provision in Section 1 and the Buyer shall, if necessary/optionally, take out additional/supplementary insurance.
  • From the moment that the Goods are at the expense and risk of the Buyer, the Buyer is responsible for/takes care of the insurance of the Goods against all possible risks, including, but not limited to, loss, theft, damage and/or the loss/destruction/disappearance of the goods.
  • Hanos has the right to carry out delivery in parts/instalments, in which case whatever concerns such selling between parties is agreed on each delivery separately/individually/alone is of application. Hanos is authorised/entitled to invoice the relevant part-delivery pro rata.
  • If the date of actual delivery at the request or doing/action of the Buyer is postponed/delayed, the Buyer requests delivery in parts and/or Goods are not collected, then the risk for the Goods is nevertheless/still transferred to the Buyer from the moment that these Goods in the administration and/or the storage area of Hanos are identified/labelled as "goods of Buyer". Hanos from that moment is authorised/has the right to invoice the Goods to the Buyer. Any costs for additional transport, storage, insurance and or other additional costs shall be borne by the Buyer.
  • The Buyer must/should on delivery to examine whether the items correspond to the Agreement (correct product, correct quality, correct quantity, correct best-before date, no damage, etc.). Should the items not match/correspond to the Agreement, the Buyer thereon can no longer invoke if he does not - if there are visible faults within 2 business days after delivery, and if there are invisible/unseen defects within 2 days after discovery at any rate within 7 days after delivery - inform Hanos of this in writing and substantiated. Furthermore the Buyer's right to claim lapses/expires, if he does not fully cooperate with the investigation/examination by Hanos as to the grounds of the complaint lodged. The Buyer shall provide Hanos with the opportunity to inspect the items.
  • Change of technical understanding/ideas in the industry and/or of government regulations are at the Buyer's risk. Slight/Negligible or technically unavoidable variations in quality, quantity, dimensions, colour, size, etc. do not/shall not constitute grounds for claim. This same applies to variations in colour as a result of light(ing) angles and/or weather effects.
  • Returns will be accepted only after (prior) written approval from Hanos. The expenses and risks associated with returns/sending back are at the Buyer's risk/borne by the Buyer.
  • Hanos is not bound to take back/accept Goods purchased as samples or selected on-site at Hanos. The right of claim furthermore expires if the Buyer has not fulfilled its obligations or if the Goods have been used, handled or processed.
  • Should the delivered items be defective and all heretofore named procedural requirements observed/abided by, then shall Hanos the defective item either (have) repaired, or replaced with a non-defective product, or credit the Buyer with the amount corresponding to the complaint, such entirely at the discretion of Hanos. Hanos is not responsible for any damages incurred by the Buyer in relation to defective products.
  • If Hanos provides Services to the Buyer, then shall Hanos endeavour to carry these out/perform these as well as possible.
  • The Buyer agrees that Hanos for the performing/implementation of Services may engage one or more third parties. For failings/shortcomings of third parties, that do not work for Hanos under an employment contract/are not employed by Hanos, Hanos is not responsible except in the case of gross negligence on the part of Hanos. The authority/power/right/authorisation for the engaging of third parties includes/covers also the authority on behalf of the Buyer to assent/consent to a limitation/restriction of responsibility by the third party concerned.
  • Specified or agreed delivery periods are never to be regarded as strict deadlines. In case of non-timely delivery, Hanos shall be in default only after written notice of default, whereby a later and reasonable time for delivery shall be established which is at least equivalent to 30 days, when the Buyer is undiminished/nonetheless/still obliged to purchase/order.
  • Should default take place after notice of default, Hanos shall engage in consultation with the Buyer regarding fulfilment and/or termination of the agreement. The Buyer may claim compensation for damages only if such is agreed in writing beforehand. Any damages to be compensated by Hanos shall never be greater than the part of the invoice amount that concerns the non-delivered, delayed, incorrectly or incompletely delivered Goods.
  • The Goods and/or Services delivered to the Buyer shall be calculated according to the prices of Hanos for the relevant Goods and/or Services applicable on the day of Delivery, even if a different price has been expressly agreed. If the price charged is more than 10% higher than the price originally agreed, the Buyer shall have the right to terminate the Agreement in writing immediately after the Buyer has been informed of the price increase. The right to termination shall expire thereafter. The Buyer may not terminate the agreement on these grounds if the price increase is the result of government measures or freight tariffs.
  • All prices are exclusive of VAT, packaging and handling costs, waste disposal fees and any other government-imposed taxes and levies as applicable at the time of Delivery, unless expressly stated otherwise. Unless otherwise agreed, transport costs, postage and shipping costs and costs relating to the insurance of the Goods shall be borne by the Buyer.
  • The Buyer is obligated to pay Hanos the packaging fees. The packaging shall be credited by Hanos to the Buyer on condition that the Buyer (1) returns these to Hanos using its own vehicle (2) within 1 year of the supply thereof, (3) this packaging has been invoiced to the Buyer and paid, and (4) it has been sorted by the Buyer according to brand and contents.
  • Payment to Hanos must be made within 5 days after the invoice date in a manner specified by Hanos. Delivery shall take place only after full payment has been received, unless otherwise expressly agreed by the parties in writing.
  • The payment shall be effected in the currency shown on the invoice and without discount, rebate or deferral. Hanos is authorised to offset amounts that it has claimed at any time against the Buyer, with amounts that are or shall be payable to the Buyer by Hanos or one of its affiliated companies.
  • Should payment not take place with 5 days after the invoice date, and in any case within the agreed payment period, the Buyer shall be deemed to be in default by operation of law and without further notice of default. In case of default, all payment obligations of the Buyer shall be immediately due and payable and the Buyer is obliged to pay Hanos a default interest on amounts payable, equal to the legal commercial interest pursuant to Article 6:119a of the Netherlands Civil Code increased by two (2) percentage points. In addition, a late payment surcharge shall be payable by the Buyer to Hanos, equivalent to 3% of the outstanding invoice amount.
  • If there is good reason to fear that the Buyer will not strictly fulfil its obligations, all accounts owed to Hanos by the Buyer shall be immediately due and payable and the Buyer is obliged, at the first request of Hanos, to provide satisfactory security in the form desired by Hanos and to supplement this as necessary to guarantee the fulfilment of all its obligations. For so long as the Buyer has not satisfied these conditions, Hanos shall have the right to suspend fulfilment of its own obligations.
  • If the Buyer does not fulfil its payment obligations or does not fulfil them in a timely manner, all collection fees (both court costs and out-of-court costs) shall be borne by the Buyer. The out-of-court collection fees shall be calculated in accordance with the Rapport Voorwerk II, but with a minimum of €1,500.00.
  • The Buyer may only lodge an objection to an invoice in writing within 8 days after the invoice date. At the end of this period, the Buyer shall be deemed to have accepted the invoice concerned.
  • Payments by or on behalf of the Buyer shall be used successively for settlement of the out-of-court collection costs payable by the Buyer, the court costs, the outstanding interest and finally the outstanding principal sums in their chronological order, regardless of any indications from the Buyer to the contrary.
  • Hanos shall retain the title to the Goods until the following have been settled in full:
    • the payments owed by the Buyer for all Goods and/or Services delivered or to be delivered by Hanos; and
    • all outstanding accounts owed by the Buyer to Hanos as a result of failure by the Buyer to fulfil its obligations.
  • If retention of title is invoked, the Buyer may not claim compensation for storage costs, nor appeal in relation to a right of retention.
  • If the Buyer is in default with respect to the obligations as referred to in Article 7, or if in the opinion of Hanos there are good grounds to fear that the Buyer will not fulfil its obligations, Hanos shall be authorised to retrieve the items belonging to it from the place where they are located. The Buyer hereby grants Hanos irrevokable authorisation to access the areas used by or for the Buyer for that purpose. In the event that the Buyer does not fulfil the provisions of this section at the first request, the Buyer forfeits to Hanos an immediately payable penalty equivalent to 10% of the amount still owed by the Buyer to Hanos per day.
  • The Buyer is authorised, if and to the extent necessary, to resell or use the Goods delivered under retention of title, exclusively in the context of the normal operation of its business. In the event of sale, the Buyer is likewise bound to deliver these Goods only on condition of this retention of title and in accordance with the provisions in this article. An exception shall apply to the situation in which the Buyer has filed for bankruptcy or moratorium, in which case resale in the context of the normal operation of the business is not permitted. The Buyer is not authorised to pawn the Goods delivered under retention of title or pledge them as security, in the broadest sense of these terms, to third parties, nor to create any restricted right on them.
  • The Buyer is obligated to store the items delivered under retention of title carefully and as the recognisable property of Hanos and to insure them adequately against all business and other risks (including, but not limited to, fire, theft, water damage, explosion, etc.). At the first request of Hanos, the Buyer shall provide Hanos with the valid insurance policies applicable to these items, including proof of timely payment of premium.
  • For delivered Goods which upon payment have been transferred to the ownership of the Buyer - or which are being processed - and are not yet in the Buyer's hands, the Buyer hereby establishes for the benefit of Hanos a lien for amounts, other than those stated in section 1 of this article (including, but not limited to, future amounts), that may be payable to Hanos by the Buyer. On the first request of Hanos, the Buyer shall deliver to Hanos the Goods subject to this lien, in order to satisfy a pledge. Section 3 of this article shall apply accordingly.
  • The Buyer is also obliged, on the first request of Hanos, to:
    • Pledge to Hanos any amounts payable to the Buyer by insurance companies in relation to the Goods referred to in this article; and/or
    • Pledge to Hanos any amounts payable to the Buyer by its debtors in relation to the Goods referred to in this article; and/or
    • Cooperate in other ways with all reasonable measures that Hanos wishes to adopt for the protection of its interests and/or property rights, provided that the measures to be adopted do not unduly hinder the Buyer in its business operations.
  • Hanos offers no guarantee on Goods other than the guarantee of its suppliers and/or producers for the Good(s) concerned.
  • If, as a general rule, no guarantee is offered by a supplier and/or producer on a Good, Hanos guarantees that the Good concerned possesses the properties that may be expected during a period after purchase that is reasonable for such a product. This period shall in no case be longer than 6 months. The guarantee shall apply exclusively to normal usage, in accordance with the applicable regulations for the Good concerned. In the event that the Good proves defective within this guarantee period, the Buyer shall return it to Hanos. Hanos shall ensure repair or replacement of the defective Good. Hanos is under no obligation beyond this. In no case is Hanos bound to pay any damage compensation for the possible defectiveness of Goods during the guarantee period.
  • The carrying out of repairs and/or modifications to a Good without written permission from Hanos shall void this guarantee. This same shall apply if Goods have not been handled and/or cleaned in accordance with regulations.
  • The Buyer, in reselling Goods to third parties, shall provide no further guarantee than that described in this article.
  • No guarantee is offered on Services. No guarantee is offered on natural products with respect to anything that is inherent to the natural product concerned. For wood, this includes small fissures, cracks and crevices, resin cores, knots, minor and/or normal colour differences and varying grains.
  • If it is agreed that Hanos shall assume responsibility for the installation/assembly of Goods, then all other work (including, but not limited to, cutting, crushing, masonry, concreting, plastering, plumbing, electricity, gas, painting, central heating, scaffolding and carpentry) shall be at the Buyer's risk and expense. This same applies to any fastening devices, laths and other supplies used which are necessary for assembly / installation and which are not expressly included in the accepted quote. The Buyer shall further ensure timely order and payment of required permits.
  • Unless otherwise agreed in writing, the agreed fee for installation / assembly is exclusively for work and delivery during standard business hours, uninterrupted, under normal circumstances, in the presence of the Buyer, in an easily reachable and safe location which can be readily accessed from any direction by means of paved and surfaced roads. If these conditions have not all been met or if there are other exceptional circumstances whereby delivery or installation / assembly will require additional time, any further costs shall be borne by the Buyer. Exceptional circumstances include the situation in which delivery cannot take place because the Buyer cannot fulfil his obligation to make a cash payment (if agreed upon) or other reasons as to why delivery cannot actually take place, such as the absence of the Buyer or his representative.
  • The Buyer shall ensure, at his own cost, a lockable dry storage location for tools, goods and equipment. In addition, the Buyer shall undertake to ensure a suitable enclosure and adequate power supplies (220/380V) at the workplace, as well as water and light and any other legally required facilities.
  • The Buyer shall ensure, at his own risk and expense, that:
    • the installation/assembly staff can perform his work under normal circumstances, at the time they wish to start, unimpeded by obstacles, and can proceed without interruption according to the assembly sequence determined by them.
    • the installation/assembly staff can carry out his work during usual business hours, or alternatively - if such is agreed at the written request of the Buyer - outside normal business hours; and
    • the construction site conforms to all safety requirements and all necessary protective measures are taken. Should the Buyer fail to meet these requirements, all additional costs (including additional travel and accommodation costs) and damages incurred by Hanos shall be borne by the Buyer. This expressly includes the situation in which the assembly team cannot carry out a planned subsequent assembly operation because of a delay experienced by the Buyer.
  • The Buyer shall be present at the place of set-up / instalment when the work is undertaken and shall directly and meticulously monitor whether the work is carried out properly. Claims after the departure of the installation / assembly workers shall not be taken into account, unless the Buyer proves that he could not reasonably have discovered the defect concerned at the time of completion of the work.
  • Costs associated with installation, assembly and instalment must be paid in advance. If these costs cannot be determined beforehand, the Buyer is thereupon obligated to make an advance payment as reasonably calculated by Hanos.
  • In case of defectiveness of delivered Goods, the liability of Hanos is limited to compliance with the Guarantee obligations as documented in Article 9 of these Terms.
  • In all other cases (including the situation in which Hanos supplies Services and/or Hanos fails to fulfil its guarantee obligations for any reason whatsoever), the liability of Hanos is limited to compensation for Damages that can be attributed to intent or gross negligence by Hanos or its staff. Hanos is not liable for other damages of any nature whatsoever.
  • Hanos is not liable for damages arising in connection with communications, comments or advice, in the broadest sense of these terms, provided by Hanos (or by its agents, representatives and staff) , including (but not limited to) such communications, comments and advice regarding loading, unloading, transport, storage, preservation, use, assembly and/or suitability of goods delivered to the Buyer by Hanos or third parties.
  • In no case is Hanos obligated to make any compensation for an amount greater than it can recover from its own insurers for the damages for which it is held liable, plus its policy excess under that insurance cover. If the insurers do not proceed with payment or the damages are not covered by insurance, the liability of Hanos is limited to Damages to a maximum of the net invoice amount of the relevant shipment / Service, but in any case to a maximum of €10,000.00.
  • Hanos asserts all legal and contractual remedies which it can pursue to refute its own liability towards the Buyer, applicable also to its subordinates, to non-subordinates for whose action Hanos is liable by law and to the suppliers of Hanos.
  • All liability of Hanos towards the Buyer expires at the end of 3 years after (1) the Goods have been delivered to the Buyer; and/or (2) the Services for the Buyer are completed.
  • Hanos is not liable for delay, non-delivery or incorrect delivery as a direct or indirect consequence of a force majeure. Under force majeure is understood, among other things, any circumstance outside the will and agency of Hanos, which prevents the normal execution of the agreement or interferes in such as way as could not reasonably be expected by Hanos, such as strikes, sickness and/or excessive sick leave, lack of appropriate persons, materials and/or equipment, government measures including import and export policies, failures on the part of third parties engaged by Hanos (including suppliers), defects in and/or damage to production means, transport problems and/or traffic disruptions, etc. Hanos can also claim force majeure if the relevant circumstance that caused the force majeure occurs after Hanos should have made the delivery.
  • Without prejudice to other rights due to the parties, force majeure gives both parties the authority to dissolve the agreement for the part thereof not yet executed, after the situation of force majeure has continued for 1 month, without either party being obligated to compensate the other for any damages. Article 4, Section 5, of this Agreement shall apply accordingly.
  • All documents, sales folders, images, drawings, quotes, specifications, designs, etc., that are provided to the Buyer by Hanos remain the property of Hanos. The Buyer is not authorised to employ these for any other purpose than that for which they were put at the Buyer's disposal.
  • The Buyer may not disclose to third parties, for their perusal, the documents referred to in the preceding section or the details therein contained or in any other way made known to the Buyer and shall promptly return these documents on the first request from Hanos, without retaining copies of them.
  • In case of unauthorised use of the documents - expressly including drawings, specifications, quotes, designs, etc. - the Buyer is obligated to compensate Hanos for any damages that it incurs as a result, including - but not limited to - lost sales/profit and the costs involved in drawing up the relevant designs, if these were done exclusively for the Buyer.
  • If the Buyer fails to fulfil any obligation arising from the agreement, or fails to fulfil such obligation properly or in a timely manner, and also in the event of bankruptcy, suspension of payment, receivership or liquidation of the Buyer's business, Hanos is entitled, at its own discretion, without any obligation to make compensation for damages and without prejudice to its further rights, to terminate the agreement in whole or in part, or to suspend the further execution of the agreement. In addition, all claims by Hanos against the Buyer shall in such cases be due and payable. In case of termination, the Buyer is obliged to compensate Hanos for any damages that it incurs as a result, which damage shall be at least equal to the amount of the instalments already paid in the relevant Agreement.
  • If and to the extent that, on grounds of reasonableness and fairness or the unreasonably onerous nature of any provision in this Agreement, it is not possible to apply it, said provision shall be given a meaning corresponding as closely as possible to the original content and purport, so that it can be applied after all.
  • Should any of the provisions of this Agreement be declared null or unenforceable, the validity of the other provisions of the Agreement shall not be affected.
  • If strict compliance with any one of these Conditions is not always required by Hanos, this does not mean that Hanos revokes its right to demand strict compliance at any time.
  • The Buyer is obligated to inform Hanos immediately in writing of a change of address. Goods delivered to the address most recently provided by the Buyer to Hanos shall be deemed to have been received by the Buyer.
  • Dutch law applies to all legal relationships between Hanos and the Buyer. The applicability of the Vienna Sales Convention is expressly excluded.
  • The court of Zutphen also has jurisdiction over any disputes between Hanos and the Buyer.
    These terms and conditions are filed at the Chamber of Commerce in Arnhem under number 0906.6018, and shall be forwarded free of charge at the first request of the Buyer.