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Terms of use

ARTICLE 1. DEFINITIONS

The following definitions apply in these general terms and conditions:

  1. Perspect Industrial Products: Perspect Industrial Products B.V. established in (3316 GS) Dordrecht on the Planckstraat 53, with Chamber of Commerce number 27159814 and its website www.pinovo.eu.
  2. Buyer: the contractual other party with which Perspect Industrial Products concludes an Agreement with regard to the delivery of goods or services by Perspect Industrial Products.
  3. Parties:Perspect Industrial Products and Buyer together.
  4. Agreement: the agreement between Perspect Industrial Products and the Buyer for the delivery of goods (or services) by Perspect Benelux.
  5. Offer: all offers, quotations, cost estimates and the like from Perspect Industrial Products.

ARTICLE 2. GENERAL

  1. These general terms and conditions apply to all legal relationships between the Parties, in the broadest sense of the word, including every Offer from Perspect Industrial Products, as well as to the Agreement, insofar as the Parties have not explicitly deviated from these general terms and conditions in writing.
  2. Clauses deviating from these general terms and conditions are only valid if they have been agreed in writing between the Parties. The applicability of any purchasing and / or other general terms and conditions of the Buyer is expressly rejected by Perspect Industrial Products.
  3. The possible invalidity of a provision in an Agreement between the Parties and / or these conditions does not affect the validity of the remaining part of the Agreement and / or these conditions.
  4. If one or more provisions of these general terms and conditions should not be or become binding, the remaining provisions will remain in full force between the Parties. Parties then undertake to replace a non-binding provision with a provision that is binding and which – in view of the purpose and scope of these general terms and conditions – deviates as little as possible from the non-binding provision.
  5. If there is uncertainty about the interpretation of one or more provisions of these terms and conditions, then explanation must be given “in the spirit” of these terms and conditions.
  6. If a situation occurs between the Parties that is not regulated in these conditions or otherwise, then this situation must be assessed “in the spirit” of these conditions.
  7. If Perspect Benelux does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply nor that Perspect Industrial Products would lose the right to invoke these conditions in other cases.
  8. The buyer does not count as a (trade) agent of Perspect Benelux, unless it has been expressly designated as such by a further written agreement between the Parties.
  9. It is established between the Parties that once an Agreement has been concluded under the applicability of these terms and conditions, these terms and conditions also apply in full to subsequent agreements between the same Parties, unless otherwise agreed in writing.

ARTICLE 3. OFFER AND CONCLUSION OF AN AGREEMENT

  1. Every Offer from Perspect Industrial Products, whether orally, in writing, by telephone, by fax or otherwise, is entirely free of obligation and can be revoked.
  2. Revocation can also take place after the Buyer has accepted the Offer, provided that a notice to that effect is sent to the Buyer immediately after this acceptance by Perspect Industrial Products.
  3. Perspect Industrial Products cannot be held to an Offer if the Buyer can reasonably understand that the Offer, or a part thereof, contains an obvious mistake or error.
  4. If the acceptance (whether or not on minor points) deviates from the Offer, Perspect Industrial Products is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Perspect Industrial Products states otherwise in writing.
  5. If the Agreement has been concluded verbally, or if the acceptance of the Offer has not (yet) been confirmed in writing by Perspect Industrial Products to the buyer, the Agreement will be deemed to have been concluded under the applicability of these general terms and conditions at the time that Perspect Industrial Products has started the implementation of the Agreement.
  6. The content of an Offer does not automatically apply to future orders.

ARTICLE 4. PRICES

  1. Quotations are always made on the basis of the prices valid at the time of the Offer or the conclusion of the Agreement.
  2. Prices quoted by Perspect Industrial Products are always without obligation, in the sense that they are always based on the data provided when requesting an Offer and delivery to the Buyer’s warehouse, and only apply to the quantities offered.
  3. A fixed price has only been agreed between the Parties if this has been explicitly laid down in writing in the Offer and the acceptance.
  4. Unless stated otherwise, prices are stated excluding sales tax and other government-imposed charges on the sale and delivery.
  5. If after the conclusion of the Agreement one or more cost price factors undergoes an increase – even if this occurs due to foreseeable circumstances – Perspect Industrial Products is always entitled to increase the agreed price accordingly.
  6. Unless explicitly stated or agreed otherwise, a price in an Offer is based on delivery to the Buyer’s warehouse.
  7. A composite Offer does not oblige Perspect Industrial Products to deliver a portion thereof at a corresponding portion of the stated price.

 ARTICLE 5. DELIVERY

  1. Unless otherwise agreed in writing, all deliveries within the Netherlands take place on the condition: “delivery ex-warehouse Buyer”.
  2. Perspect Industrial Products has fulfilled its obligation to deliver by offering the goods to Buyer once or having them offered. The carrier’s report always serves as full proof of the offer to deliver. If and insofar as there is a refusal of acceptance, the costs for the return freight, storage costs and other costs will be borne entirely by the Buyer.

ARTICLE 6. IMPLEMENTATION OF THE AGREEMENT

  1. Perspect Industrial Products will implement the Agreement to the best of its knowledge and ability. The obligations arising from the Perspect Industrial Products Agreement relate exclusively to best efforts obligations.
  2. Perspect Industrial Products has the right to have (part of) the Agreement executed by third parties.
  3. The buyer ensures that all data, of which Perspect Industrial Products indicates that they are necessary or of which the Buyer should reasonably understand that they are necessary for the execution of the Agreement, is provided to Perspect Industrial Products promptly and correctly. If the information required for the implementation of the Agreement is not provided to Perspect Industrial Products in time, any delay in the implementation of the Agreement cannot be attributed to Perspect Industrial Products. Then Perspect Industrial Products also has the right to suspend the execution of the Agreement and / or to charge the Buyer for the costs resulting from the delay in accordance with the usual rates.
  4. Due to additional or different orders, the originally agreed term for the implementation of the Agreement may be subject to change without this being enforceable in any way against Perspect Industrial Products.

ARTICLE 7. PERFORMANCE PERIODS

  1. The delivery times indicated by Perspect Industrial Products are only approximate and are never strict deadlines, unless a specific delivery date is expressly guaranteed in writing by Perspect Industrial Products.
  2. In the event of late delivery, Perspect Industrial Products must, prior to being in default, be given written notice of default by the Buyer and must be given the opportunity to fulfill its obligations within a reasonable period of time.
  3. Exceeding the stated delivery times does not entitle the Buyer to complete or partial dissolution of the Agreement and / or compensation, unless the Buyer proves intent or deliberate recklessness on the part of Perspect Benelux.
  4. If delivery cannot take place within the agreed period, Perspect Industrial Products is entitled to partial deliveries. In that case Perspect Industrial Products is also entitled to invoice each partial delivery separately in accordance with the Agreement.
  5. Partly due to the fact that proper performance of the Agreement depends on unforeseen factors that cannot be influenced by Perspect Industrial Products, all delivery periods stated by Perspect Industrial Products are only indicative. No period is fatal within the meaning of Section 6:83 sub a of the Dutch Civil Code, unless expressly agreed.

ARTICLE 8. TRANSFER OF RISK AND TRANSPORT

  1. The (economic) risk with regard to the items to be delivered by Perspect Industrial Products is transferred entirely to the Buyer upon the actual delivery of the items at the delivery address indicated on the packing slip, or at least upon actual delivery to the Buyer’s warehouse.

ARTICLE 9. SUSPENSION, ADVANCE PAYMENT, SECURITIES AND CANCELLATION.

  1. Perspect Industrial Products is entitled to suspend the full or partial implementation of the Agreement if and as long as the Buyer does not, not completely, not properly or not timely fulfill any obligation arising from the Agreement.
  2. Perspect Industrial Products is also entitled, if in its reasonable opinion the financial situation of the Purchaser gives cause for this, to demand payment in advance or a guarantee in the form of a bank guarantee, mortgage, pledge or bail and pending full or partial execution of this suspend the Agreement.
  3. Cancellation by the Buyer of an Agreement can only take place with the prior written consent of Perspect Industrial Products. If Perspect Industrial Products agrees to cancel, the Buyer owes Perspect Industrial Products a compensation of at least 25% of the value of the Agreement, without prejudice to Perspect Industrial Products right to full compensation for costs and damage. 

ARTICLE 10. FORCE MAJEURE

  1. Force majeure is understood to mean, in addition to that which is understood in legislation and case law, all external causes, foreseen or unforeseen, over which Perspect Industrial Products cannot exercise any influence and as a result of which it is unable to fulfill its obligations under the Agreement. . Force majeure relieves Perspect Benelux of its contractual obligations as long as the force majeure continues.
  2. Perspect Industrial Products is entitled during the period that it cannot execute the Agreement due to force majeure, to suspend its obligations under the Agreement for a period of time equal to that of the continuation of the force majeure, or other circumstances of such a nature.
  3. If the period of force majeure lasts longer than two months, each of the Parties is entitled to cancel the Agreement free of charge against full payment to Perspect Industrial Products by the Buyer of the goods already delivered.

ARTICLE 11. PAYMENT AND COLLECTION COSTS

  1. Payment must always be made within 30 days after the invoice date, unless otherwise indicated in writing by Perspect Industrial Products.
  2. The period referred to in paragraph 1 of this article is a strict deadline. If no full payment has been made within that period, or if (extra) judicial suspension of payment, bankruptcy or a debt rescheduling arrangement has been requested or pronounced with regard to the Buyer, the Buyer is deemed to be in default. The claim against the Buyer is fully claimable from that moment – without further notice of default or demand.
  3. In the case referred to in paragraph 2 of this article, the Buyer also owes statutory commercial interest on the outstanding amount, whereby a part of a month is considered a full month. In that case, the Buyer also owes a contractual penalty interest of 1.5% per month on the outstanding claim.
  4. Perspect Industrial Products has the right to have the payments made by the Buyer deducted from the costs, the (commercial) interest and deducted from the principal sum, at the discretion of Perspect Industrial Products.
  5. The buyer is never entitled to set off amounts owed by him to Perspect Industrial Products against any counterclaim, for whatever reason, that the Buyer might have against Perspect Industrial Products. This also applies if a suspension of payment and / or bankruptcy or a debt rescheduling arrangement has been requested or pronounced with regard to the Buyer.
  6. The buyer is not entitled to suspend its (payment) obligations under the Agreement.
  7. If the Purchaser is in default with regard to its obligations in connection with late payment, all reasonable costs ensuing from this for Perspect Industrial Products for obtaining out-of-court settlement shall be borne by the Purchaser, without prejudice to Perspect Industrial Products right to full compensation. .
  8. At the first request of Perspect Industrial Products, the Buyer is obliged to provide proper security for compliance with its payment obligations.

ARTICLE 12. RETENTION OF TITLE, STORAGE AND INSURANCE

  1. The ownership of goods to be delivered by Perspect Industrial Products pursuant to the 7 Agreement shall only transfer to the Buyer after the Buyer has fully complied with all its (payment) obligations, for whatever reason, towards Perspect Industrial Products.
  2. Despite the retention of title, the delivered goods are held by the Buyer at its own expense and risk.
  3. The buyer is obliged to store the goods, which are still owned by Perspect Industrial Products, properly and securely separated from other goods (or have them stored), clearly stating the name of Perspect Benelux, or at least Perspect Industrial Products providing sound and safe storage options for to make available.
  4. The buyer is obliged to properly insure the aforementioned properties for the benefit of Perspect Industrial Products and to keep them insured against fire, explosion and other damage as well as against theft and to make the policy of these insurance policies available for inspection upon first request by Perspect Industrial Products. In the event of payment of the insurance, Perspect Industrial Products is entitled to the tokens.
  5. The Purchaser may not (have someone else) dispose of items that are still owned by Perspect Industrial Products other than in the normal course of its profession or business. As long as the ownership of goods delivered byPerspect Industrial Products has not been transferred to the Purchaser pursuant to this article, the Purchaser is not entitled to proceed to have these goods processed or processed.
  6. Goods which are still owned by Perspect Industrial Products may not be used by the buyer (or have it used) for providing any form of security.
  7. As long as the aforementioned obligations have not been met, the buyer is not entitled to dispose of the items subject to retention of title or to establish a (possessionless) pledge on them. If the Buyer nevertheless brings such items under the control of a third party, the Buyer is obliged to reserve ownership of these items.
  8. If the Buyer does not fully comply with any (payment) obligation, for whatever reason, vis-à-vis Perspect Industrial Products, Perspect Industrial Products is entitled to take back the goods it still owns, or to have them repossessed, without being obliged to pay any compensation. . The Buyer is obliged to provide all desired cooperation for this on first request, on pain of an immediately payable fine of € 1,000 per day, or a part thereof, on which the Buyer 8 does not cooperate or does not cooperate sufficiently. All costs of withdrawal within the meaning of this article are for the account of the Buyer. The Buyer grants Perspect Industrial Products an irrevocable authorization in advance to implement all of the spaces in use by or for the Buyer under these conditions.

ARTICLE 13. COMPLAINTS, RETURN OF BUSINESS, LIMITATION PERIOD

  1. The buyer must immediately have the goods delivered checked or have them checked for any deviations from what has been agreed upon. Any complaints with regard to the delivered goods must be submitted in writing, accompanied by the corresponding packing list, to Perspect Industrial Products no later than the seventh (7th) day after the delivery date. After the expiry of the aforementioned period, the delivered goods are deemed irrevocably and unconditionally accepted by the Buyer.
  2. Every complaint from the Buyer must contain a description of the defect that is as detailed as possible, so that Perspect Industrial Products is able to respond adequately.
  3. The buyer must give Perspect Industrial Products the opportunity to investigate a complaint or have it investigated. If it is established that a complaint is unfounded, then the costs that arise for Perspect Benelux, including the investigation costs, will be borne in full by the Buyer.
  4. Perspect Industrial Products does not warrant defects that are the result of errors or incorrect or incomplete information from the Buyer.
  5. The buyer must keep defective items at the disposal of Perspect Industrial Products. By submitting a complaint, the payment obligation of the Buyer with regard to the goods in dispute is not suspended. In the event that (possibly) there are invisible defects, the provisions of paragraph 10 of this article apply.
  6. Complaints are only valid insofar as the packaging of the goods is still in its original and undamaged condition. If the goods are visibly damaged externally on arrival, the Buyer must make a written reservation in this regard towards the carrier and – contrary to the above – must notify Perspect Industrial Products within twenty-four (24) hours of receipt of the goods.
  7. Defective items can only be returned after prior consultation with Perspect Industrial Products.
  8. If goods have been processed by the Buyer, complaint – regardless of the grounds, including the case of incorrect delivery – is no longer permitted, even if it is submitted within the stipulated period. In such cases, Perspect Industrial Products will not pay any compensation to the Buyer. in costs or damage of whatever nature.
  9. Oral complaints and complaints submitted after the expiry of the period (s) referred to in this article will not be accepted.
  10. If goods delivered under a manufacturer’s or importer’s warranty are returned for assessment of the warranty by the manufacturer or importer concerned, the costs that may arise for Perspect Industrial Products may be charged to the Buyer. 
  1. Under conditions to be set by Perspect Industrial Products, goods already delivered can be taken back with credit of the invoice sent, provided that the goods are still in their original condition and packaging and still belong to the current Perspect Industrial Products range. Delivered goods are taken back under this paragraph up to thirty (30) days after the delivery date at the latest.
  2. Submitting complaints does not relieve Buyer from payment in accordance with the invoice.
  3. The limitation period of all claims against Perspect Industrial Products is two years after the complaint mentioned under paragraph 1 or paragraph 6 of this article, respectively.

ARTICLE 14. LIABILITY

  1. If Perspect Industrial Products should be liable vis-à-vis the Buyer for damage suffered by the Buyer, this liability is limited to the provisions of these provisions.
  2. Perspect Industrial Products, its employees or third parties engaged by it, are not liable for any damage suffered by the Purchaser with regard to any delivery obligation, the delivery of goods, the goods delivered themselves or their use, properties or quality of the products sold and / or delivered goods, or any work, services or advice provided by Perspect Industrial Products or on its behalf, including damage as a result of the improper fulfillment of a repair or delivery obligation.
  3. Perspect Industrial Products is not liable for damage suffered by the Buyer, unless it is seriously blamed for this. Perspect Industrial Products is only seriously reproached if the Buyer proves intentional or deliberate recklessness on the part of Perspect Industrial Products.
  4. Perspect Industrial Productsis not liable for damage of whatever nature caused by Perspect Industrial Products relying on incorrect and / or incomplete data provided by or on behalf of the Buyer.
  5. If Perspect Industrial Products should be liable vis-à-vis the Buyer for damage suffered, the liability of Perspect Industrial Products is at all times limited to the amount that is paid out as compensation by its insurer. 6. In the absence of coverage of liability under an insurance policy, the liability of Perspect Industrial Products is limited to a maximum of the costs for replacing the sold and / or delivered and / or taking back the sold and / or delivered goods and crediting it for the sold and / or delivered goods invoiced amount, at the discretion of Perspect Industrial Products.
  6. Any liability of Perspect Industrial Productsonly relates to direct damage suffered by the Buyer. Liability for consequential damage is excluded. Direct damage is understood to mean: the reasonable costs incurred to ensure that Perspect Industrial Products poor performance complies with the Agreement. This also includes reasonable costs for determining liability and scope of the damage as well as reasonable costs for preventing or limiting damage, the latter insofar as the Buyer demonstrates that these costs have actually led to a limitation of direct damage suffered as referred to in these general terms and conditions. . Consequential damage is understood to include: lost profit, missed savings, damage due to business stagnation, personal injury, transport costs and travel and accommodation costs.
  7. The buyer indemnifies Perspect Industrial Products against all claims for damages from third parties in connection with goods delivered to the Buyer by Perspect Industrial Products or services provided to the Buyer, except insofar as this damage in relation to the Buyer under these terms and conditions is for the account of Perspect Industrial Products.
  8. The buyer must, under penalty of forfeiting its right to compensation, within fourteen (14) calendar days after it has discovered the existence of the damage, for which Perspect Industrial Products may be liable, to inform Perspect Industrial Products about this in writing with as accurate a statement as possible. of cause, nature and extent of the damage. In any case, the right of the Buyer to compensation will lapse by operation of law after the expiration of six (6) months after the time when the delivery of the goods (or services) should have taken place or took place under the agreement.
  9. The goods delivered by Perspect Industrial Products meet the agreed quality standards. Perspect Industrial Products, however, does not guarantee, and is never deemed to have guaranteed or warranted, that the delivered goods are suitable for the purpose for which the Buyer or the buyers of the Buyer wish to process, process, or (cause to be) used or used. The buyer indemnifies Perspect Industrial Products against liability for its possible buyer (s).

ARTICLE 15. BUYER’S INFORMATION REQUIREMENT

  1. If the Buyer foresees or must reasonably foresee that she will fail to meet one or more of her obligations under the Agreement, he is obliged to inform Perspect Industrial Products in writing without delay, stating the reasons and the likely duration thereof.
  2. The buyer must always provide Perspect Industrial Products actively – solicited and unsolicited – with all information that is important in the context of the Perspect Industrial Products Agreement.
  3. If the Buyer does not (fully) comply with the content of this article, it will not be entitled to force majeure with regard to its obligations under the Agreement vis-à-vis Perspect Industrial Products.

ARTICLE 16. MODIFICATION OF CONDITIONS

  1. Perspect Industrial Products reserves the right to change these terms and conditions at any time. Changes will be notified to the Buyer in writing, including by e-mail, and will take effect one month after the date of that announcement, unless stated otherwise in the announcement.
  2. If the Buyer does not objected to this change (s) within one month after the date of the announcement of the change to the conditions, the Buyer is deemed to have accepted the change (s).

ARTICLE 17. DISCLAIMER AND ASSISTANCE BY BUYER

  1. The buyer indemnifies Perspect Industrial Products against any claims from third parties who suffer damage in connection with the implementation of the Agreement without this being attributable to Perspect Industrial Products.
  2. If Perspect Industrial Products may be approached by third parties, the Purchaser is required to assist Perspect Industrial Products both in law and outside it, as far as reasonably possible, and to offer support without requiring any compensation from Perspect Industrial Products for this. The buyer is also obliged to pay Perspect Industrial Products a reasonable compensation for costs, including costs of legal assistance, incurred by Perspect Industrial Products as a result of being approached by third parties without this being attributable to it.

ARTICLE 18. TERMINATION OF THE AGREEMENT

  1. The buyer will at all times strictly and without deviations fulfill his (payment) obligations from the Agreement with Perspect Industrial Products.
  2. Perspect Industrial Products is always entitled to dissolve the Agreement with immediate effect extrajudicially by registered letter, if the Buyer does not fully meet these conditions.
  3. If force majeure on the part of Perspect Industrial Products lasts longer than six (6) months, the Parties are entitled to dissolve the agreement in writing by registered letter for the part of the agreement that has not yet been executed. In that case the parties are not entitled to reimbursement of costs or damage as a result of the dissolution.

ARTICLE 19. APPLICABLE LAW AND DISPUTES

  1. All legal relationships between the Parties, including the formation and content of the Agreement, are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the Buyer is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
  2. The judge of the place of business of Perspect Industrial Products has exclusive jurisdiction to hear disputes and to decide on them.

ARTICLE 20. INTELLECTUAL PROPERTY RIGHTS

  1. The buyer acknowledges the exclusive right of Perspect Industrial Products to all existing and future intellectual property rights 13, including – but not limited to – the trademark and design rights, the trade name and the copyright that rest on the distinguishing marks, the products, packaging or on all works in whatever form, including but not limited to the detailed ideas, proposals, designs and / or concepts of Perspect Industrial Products, which Perspect Industrial Productshas developed in the context of its business operations or cooperation with the Buyer and / or has had it developed.
  2. The buyer guarantees that he / she will respect the (intellectual) property rights of Perspect Industrial Products and possibly of third parties within the framework of the Agreement. If Perspect Industrial Products infringes the intellectual property rights of third parties through acts and / or negligence on the part of the Buyer, the Buyer shall indemnify Perspect Industrial Products and / or third parties to be engaged by it upon first request. Perspect is the creator of the products intended for the implementation of the agreement and only the copyright holder. The buyer never receives a claim or rights to intellectual property rights from Perspect Industrial Products.

ARTICLE 21. FINAL PROVISIONS

  1. Applicable to the mutual legal relationship (s) between Parties is always that version of the general terms and conditions of Perspect Industrial Products, which was last declared applicable to it and handed over to the Buyer.
  2. The Dutch text of these general terms and conditions is always decisive for the interpretation thereof.
  3. Inscriptions above the articles in these general terms and conditions are only intended to improve readability and are not a means or indication for interpretation.
  4. At the first request of the Buyer, Perspect Industrial Products will send a free copy of the general terms and conditions declared applicable to the mutual legal relationship (s) between the Parties.