Last update: February 28, 2017.
Article 1. General
These terms and conditions apply to every offer, quotation and agreement between Superstar B.V., hereinafter referred to as: “User”, and a Counterparty to which the User has declared these terms and conditions applicable, insofar as the parties
have not explicitly deviated from these terms and conditions in writing. The present terms and conditions also apply to agreements with the User for the implementation of which third parties must be involved by the User. The applicability of any
purchase or other conditions of the Counterparty is expressly rejected. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these general
terms and conditions will remain fully applicable. The User and the Counterparty will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby the purpose and scope of the original
provisions are observed as much as possible. If the User does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would lose the right to require strict
compliance with the provisions of these terms and conditions in other cases.
Article 2. Quotations and offers
All quotations and offers from the User are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime or if
the User withdraws the offer. The User cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error. The prices stated in a
quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise. If the acceptance deviates
(whether or not on minor points) from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise. A composite quotation does not oblige the User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 3. Contract duration; delivery terms, implementation and amendment of the agreement
If a term has been agreed or stated for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Counterparty must therefore give the User written notice of default. The User must be offered a reasonable term to still execute the agreement. The usual delivery term of the User is at least three working days for deliveries within the Netherlands and two weeks for deliveries outside the Netherlands. Delivery will only take place after receipt of full payment from the Counterparty, unless otherwise agreed. If the User requires data from the Counterparty for the implementation of the agreement, the implementation period will not commence until the Counterparty has made it available to the User correctly and completely. Delivery takes place ex works of User. The Counterparty is obliged to purchase the goods when they are made available to him. If the Counterparty refuses or fails to provide information or instructions that are necessary for the delivery, the User is entitled to store the goods at the expense and risk of the Counterparty. The User is entitled to execute the agreement in different phases and to invoice the executed part thus separately. If the agreement is executed in phases, the User can suspend the execution of those parts that belong to a following phase until the Counterparty has approved the results of the preceding phase in writing. The Counterparty is obliged to immediately check the delivery for correctness and integrity, and in the event of defects in the delivery, the Counterparty has the right to return this delivery within three days after delivery, after which this right will lapse. If during the implementation of the agreement it appears that it is necessary to amend or supplement it for proper implementation, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Counterparty, of the competent authorities, etc., is changed and the agreement is amended in terms of quality and / or quantity as a result, this may also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The User will provide a quotation of this in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The Counterparty accepts the possibility of changing the agreement, including the change in price and term of execution. If the agreement is amended, including an addition, then the User is entitled to implement it only after approval has been given by the person authorized within the User and the Counterparty has agreed to the price and other conditions stated for the implementation, including understood the then to be determined time when it will be implemented. Not or not immediately executing the amended agreement does not constitute a default on the part of the User and is also no ground for the Counterparty to cancel the agreement. Without being in default, the User can refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context. If the Counterparty should be in default in the proper fulfillment of what it is obliged to do towards the User, the Counterparty is liable for all damage (including costs) on the part of the User arising directly or indirectly. If the User agrees on a fixed price with the Counterparty, the User is nevertheless entitled at all times to increase this price without the Counterparty being entitled in that case to dissolve the agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement. If the price increases other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, only the Counterparty that can rely on Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by means of a written statement, unless the User is then still willing to execute the agreement on the basis of the originally agreed, or if the price increase arises from an authority or an obligation resting on the User under the law or if it is stipulated that the delivery will take place longer than three months after the purchase.
Article 4. Suspension, dissolution and early termination of the agreement
The User is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if;
- the Counterparty does not, not fully or not timely fulfill its obligations under the agreement;
- after the conclusion of the agreement, the User becomes aware of circumstances that give good reason to fear that the Counterparty will not fulfill its obligations;
- the Counterparty was requested to furnish security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;
- if, due to the delay on the part of the Counterparty, the User can no longer be expected to fulfill the agreement under the originally agreed conditions, the User is entitled to terminate the agreement.
Furthermore, the User is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if otherwise circumstances arise that are of such a nature that the unaltered maintenance of
the agreement cannot reasonably be required of the User.
If the agreement is dissolved, the claims of the User on the Counterparty are immediately due and payable. If the User suspends the fulfillment of the obligations, he will retain his rights under the law and agreement. If the User proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs incurred in any way. If the dissolution is attributable to the Counterparty, the User is entitled to compensation for the damage, including the costs, caused directly and indirectly. In the event of liquidation, or (application for) suspension of payments or bankruptcy, of seizure - if and insofar as the seizure is not lifted within three months - at the expense of the Counterparty, of debt restructuring or another circumstance as a result of which the Counterparty is no longer free can dispose of its assets, the User is free to cancel the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of the User on the Counterparty are in that case immediately due and payable. If the Counterparty cancels a placed order in whole or in part, then the items ordered or prepared for this, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully charged to the Counterparty.
Article 5. Force majeure
The User is not obliged to fulfill any obligation towards the Counterparty if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for his account under the law, a legal act or generally accepted
beliefs. During the period that the force majeure continues, the User can suspend the obligations under the agreement. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the Counterparty. Insofar the User has already partially fulfilled his obligations under the agreement at the time of the commencement of force majeure or will be able to fulfill them, and the part that has been fulfilled or to be
fulfilled respectively has independent value, the User is entitled to revoke the part already fulfilled or to be fulfilled to be invoiced separately. The Counterparty is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
Payment must be made prior to delivery within 7 days of the invoice date, in a manner to be indicated by the User in the currency in which the invoice is made, unless stated otherwise by the User in writing. The User is entitled to invoice periodically. If shipping costs deviate by more than 10% from what is charged on the delivery invoice, the User is entitled to charge the additional amount to the Counterparty. Payment must be made in the manner specified in paragraph 1 of this article. If the Counterparty fails to pay an invoice in time, the Counterparty will be in default by operation of law. The Counterparty will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will
be due. The interest on the due amount will be calculated from the moment that the Counterparty is in default until the moment of payment of the full amount due. The User has the right to have the payments made by the Counterparty extend in the
first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal and the current interest. The User can, without being in default, refuse an offer for payment if the Counterparty indicates a different
order for the allocation of the payment. The User can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid for. The Counterparty is never entitled to set off or suspend payment of the amount
owed by it to User. If the Counterparty is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining settlement out of court will be borne by the Counterparty. The extrajudicial costs are
calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. However, if the User has incurred higher costs for collection that were reasonably necessary, the costs
actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Counterparty. The Counterparty also owes interest on the collection costs due.
Article 7. Retention of title
All goods delivered by the User in the context of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with the User. Goods delivered by the User that fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Counterparty is not authorized to pledge or encumber in any other way the goods
subject to retention of title. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Counterparty is obliged to immediately notify the User thereof. The Counterparty undertakes to insure the
goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the User for inspection on first request. In the event of
payment of the insurance, the User is entitled to these tokens, which claim or claim to payment the Counterparty hereby assigns to the User. Insofar as necessary, the Counterparty undertakes to the User in advance to cooperate with everything that is or appears to be necessary or desirable in that context. In the event that the User wishes to exercise its property rights as indicated in this article, the Counterparty gives unconditional and irrevocable permission in advance to the User and third
parties to be designated by the User to enter all those places where the User's properties are located and to return those items. All by Superstar B.V. delivered goods are presumed to be the property of Superstar B.V., despite the fact that
they may be under the control of the buyer. Article 3: 119 BW does not apply.
Article 8. Guarantees, research and complaints, limitation period
The goods to be delivered by the User meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies
to items intended for use within the Netherlands. When used outside the Netherlands, the Counterparty must verify itself whether the use thereof is suitable for use there and meet the conditions set for it. In that case, the User can set other
guarantee and other conditions with regard to the goods to be delivered or work to be performed. The guarantee referred to in paragraph 1 of this article applies for a period of 3 months after delivery, unless the nature of the delivery dictates
otherwise or the parties have agreed otherwise. If the guarantee provided by the User concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item, unless stated otherwise. Any form of
guarantee will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Counterparty and / or by third parties if, without the written
permission of the User, the Counterparty or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it, or if they have been processed or processed in a manner other
than the prescribed manner. The Counterparty is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances beyond the User's control, including weather conditions (such as, but not limited to, extreme rainfall
or temperatures) et cetera. The Counterparty is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In addition, the Counterparty should investigate whether the quality and / or quantity of the delivered goods correspond with what has been agreed and meet the requirements that the parties have agreed to in this respect. Any visible defects must be reported to the User in writing within three days of delivery. Any invisible defects must be reported to the User in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Counterparty must give the User the opportunity to investigate a complaint or have it investigated. If the Counterparty makes a timely complaint, this does not suspend its payment obligation. In that case, the Counterparty also remains obliged to purchase and pay for the otherwise ordered items. If a defect is reported later, the Counterparty will no longer be entitled to repair, replacement or compensation. If it is established that an item is defective and a timely complaint has been lodged in this respect, the User will notify the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, in writing by the Counterparty, at the option of the User, replace or arrange for repair thereof or pay replacement compensation for this to the Counterparty. In the event of replacement, the Counterparty is obliged to return the replaced good to the User and to transfer ownership thereof to the User, unless the User indicates otherwise. If it is established that a complaint is unfounded, then the costs arising as a result, including the investigation costs, incurred by the User as a result, will be fully borne by the Counterparty. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Counterparty. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the User and third parties involved by the User in the performance of an agreement is one year.
Article 9. General liability
If the User should be liable, this liability is limited to what is regulated in this provision. The User is not liable for damage, of whatever nature, caused by the fact that the User has relied on incorrect and / or incomplete information provided by or on behalf of the Counterparty. If the User should be liable for any damage, then User's liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates. The User's liability is in any case always limited to the amount paid out by its insurer, as appropriate. The User is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the User's defective performance of the agreement, insofar as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Counterparty demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. The User is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of User or his managerial subordinates.
Article 10. Product liability
The Counterparty is obliged to treat and use the products of the User in accordance with the most recent product information provided by the User. the User guarantees the safety of its products for its users and accepts its liability for this, provided that the product is used in the prescribed manner. Insofar as not contrary to the law, article 9 of these terms of delivery applies.
Article 11. Transfer of risk
The delivery condition applies “Ex works”; the risk of loss, damage or depreciation is transferred to the Counterparty at the moment when goods are available to the Counterparty at the User's.
Article 12. Indemnity
The Counterparty indemnifies the User against any claims from third parties who suffer damage in connection with the implementation of the agreement and the cause of which is attributable to other than the User. If the User should be addressed by third parties on that basis, the Counterparty is obliged to assist the User both in and out of court and to do everything that may be expected of him in that case without delay. Should the Counterparty fail to take
adequate measures, then the User is entitled to do so itself without notice of default. All costs and damage on the part of the User and third parties that arise as a result, are fully for the account and risk of the Counterparty.
Article 13. Intellectual property
The User reserves the rights and powers that accrue to him under the Copyright Act and other intellectual laws and regulations. The User has the right to use the knowledge gained through the execution of an agreement for other purposes, insofar as no strictly confidential information of the Counterparty is disclosed to third parties.
Article 14. Applicable law and disputes
All legal relationships to which the User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The competent court in the User's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation. Article 15. Location and change of conditions These conditions can be requested from the user free of charge. The version that was applicable at the time of the establishment of the legal relationship with the User is always applicable, but in any case the version as published on the website www.superstar.nl is decisive. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.
Questions and feedback
If you have any questions about these General terms and conditions, please contact us:
Industrie- en Handelsonderneming Superstar B.V.
Florijnstraat 12, 4903 RM Oosterhout
Telefoon +31 (0)162-457400