These general terms and conditions are registered with the Chamber of Commerce under number 71910344
- These general terms and conditions apply to every offer of PANARO SERVICES B.V. (hereafter called ‘PANARO SERVICES’), to every (distance) agreement made and all orders placed between PANARO SERVICES and the customer. Customer means every contracting party which makes or wants to make an agreement with PANARO SERVICES, of whatever nature. In the event PANARO SERVICES procures goods to be delivered to the customer from another supplier, who also applies general terms and conditions, said terms and conditions form an integral part of the agreement between PANARO SERVICES and the customer.
- If an offer has a limited term of validity or is effected subject to conditions, this will be explicitly mentioned in the offer.
- The offer is without commitment. PANARO SERVICES has the right to alter and modify the offer.
- The offer contains a complete and accurate description of the offered products. The description is sufficiently detailed to allow the customer to properly assess the offer. If PANARO SERVICES makes use of illustrations, these are a faithful representation of the offered products. Apparent mistakes or apparent faults in the offer do not bind PANARO SERVICES.
- All illustrations, specifications and details in the offer are indications and cannot give rise to compensation or termination of the agreement.
- Illustrations with products are a faithful representation of the offered products. PANARO SERVICES cannot guarantee that the represented colours correspond exactly with the true colours of the products.
- Each offer contains such information that it is clear for the customer what the rights and obligations are which are attached to the acceptance of the offer. This concerns in particular:
– the price including taxes;
– any shipping costs;
– the way in which the agreement has been made and which actions are necessary therefore;
– the method of payment, delivery and performance of the agreement;
– the term for acceptance of the offer, or the term within which PANARO SERVICES guarantees the price;
– the other languages in which the agreement can be made in addition to Dutch;
– the minimum duration of a distance agreement in the event of a long term transaction.
- The agreement is made at the time of acceptance by the customer of the offer and the conditions laid down therein. Every agreement is entered into subject to the condition precedent of sufficient availability of the relevant products.
- Changes in the assignment are only binding for PANARO SERVICES if they have been confirmed by PANARO SERVICES in writing and any related extra costs will be paid by the customer. If the customer cancels a given assignment in whole or in part, he is obliged to fully indemnify PANARO SERVICES, by compensating all costs made by PANARO SERVICES as well as by paying PANARO SERVICES compensation for lost profit which is fixed at 35% of the total sum which PANARO SERVICES would have charged the customer if there had been no cancellation.
- The prices offered by PANARO SERVICES apply in principle to delivery ex factory PANARO SERVICES, all prices are exclusive of VAT and any other charges imposed by the government and the like, as well as exclusive of any freight and shipping costs. The contents of documentation material and the like do not bind PANARO SERVICES, unless explicit reference is made thereto in offers and the like.
- The prices stated in the offer or the order confirmation are based on the cost prices applicable at the time of the offer or order confirmation. PANARO SERVICES is entitled, if the cost price has increased due to external factors, to increase its price, but the customer is in such case entitled to terminate the agreement, provided the termination takes place within eight days after the customer has been informed of the price increase. The customer does not have this right of termination if the price increase only became known three months after the date of the assignment confirmation and/or it has been agreed that delivery will take place after three months to be counted as of the date of the assignment.
- Delivery will be effected at the place of delivery agreed with the customer. Time is not of the essence with regard to the delivery term specified by PANARO SERVICES but is only indicative and only starts at the time that PANARO SERVICES is in possession of all materials, details and any documents to be furnished by the customer and if applicable the agreed advance payment. The customer is only entitled to terminate the agreement and to any compensation if PANARO SERVICES, after having missed the delivery term, continues to fail in its delivery obligations within eight days after receipt of a notice of default sent by the customer.
- PANARO SERVICES guarantees that the products comply with the agreement, the specifications stated in the offer, meet the reasonable requirements of quality and/or usability and the statutory provisions and/or government regulations existing on the date when the agreement was made. Any defects or incorrectly delivered products must be reported to PANARO SERVICES in writing by e-mail within four weeks after delivery. Return shipment of the products must be effected in the original packing and in new condition. PANARO SERVICES’s guarantee term for the delivered case is five years. There is no guarantee for the delivered customised work in the case. PANARO SERVICES will rectify any defects to the delivered case at 50% of the sale value, whether or not by replacement thereof, at the election of PANARO SERVICES, provided the customer informs PLASTICA PANARA in writing of the defect within five years after execution of the assignment, within eight days after the customer could reasonably have discovered the defect, provided said defect is the direct result of an incomplete execution of the assignment by PANARO SERVICES and is not the result of normal wear and tear, inexpert or incorrect use or maintenance, or gross negligence or intent on the part of the customer and/or third parties.
- This guarantee only applies if the customer has performed all his obligations to PANARO SERVICES under the relevant agreement or agreements directly related therewith and it explicitly does not apply if the customer has himself made changes.
- PANARO SERVICES remains the owner of all items delivered by PANARO SERVICES, until full payment has been made of all claims which PANARO SERVICES has on the customer under whatever heading. PANARO SERVICES will be irrevocably authorised by the customer to take the goods delivered by PANARO SERVICES upon first demand if the customer does not promptly perform his payment obligations to PANARO SERVICES, regardless of whether the goods delivered are attached to other personal or real property, fully at the customer’s expense. All risks concerning the goods are fully at the customer’s expense.
- During force majeure the delivery and other obligations of PANARO SERVICES will be suspended. If the period in which performance of PANARO SERVICES’s obligations is not possible due to force majeure lasts longer than one month, both parties are entitled to terminate the agreement without judicial intervention, without in such case there being an obligation to compensate loss.
- If upon the arising of the force majeure PANARO SERVICES has already partly performed its obligations or can only partly perform its obligations, PANARO SERVICES is entitled to separately invoice what has already been delivered or what can be delivered separately and the customer is obliged to pay the relevant invoice as if it related to an individual agreement.
- Force majeure in this case means circumstances which hinder the performance of PANARO SERVICES’s obligation and which are not attributable to PANARO SERVICES.
- If there is force majeure PANARO SERVICES is not liable for loss suffered by the customer and/or third parties, howsoever called.
- PANARO SERVICES only accepts liability for loss suffered by the customer which is the result of default on the performance of its obligations, if and in so far as said liability is covered by an insurance of PANARO SERVICES, up to a maximum of the amount of the pay-out made by the insurer. If the insurer does not pay out for any reason PANARO SERVICES’s liability is limited to the invoice amount with a maximum of € 1.000,-per event.
- However, PANARO SERVICES is never liable for operating loss or other consequential loss, loss due to late delivery and loss as a result of faulty cooperation, information or materials of the customer. In the event of wrongful act of PANARO SERVICES or its subordinates PANARO SERVICES is only liable for compensation of loss due to death or personal injury, which is limited to the amount covered by PANARO SERVICES’s liability insurance.
- PANARO SERVICES is never liable for loss resulting from the use of information or documents of the customer or third parties, which have been furnished to PANARO SERVICES by or on behalf of the customer to execute his assignment. The customer explicitly indemnifies PANARO SERVICES in this respect.
- PANARO SERVICES does accept liability if the loss is the result of intent or gross negligence of its management or managerial subordinates.
- Subject to contrary agreements, payment of the sums owing by the customer must be effected in advance in Dutch currency, without the customer being entitled to discount or set off. If no advance payment is agreed, payment must be made within 30 days after the invoice date by means of deposit on or transfer to a bank or giro account designated by PANARO SERVICES. If payment has not been made within the payment term of 30 days, the customer will automatically be in default and as of the due date an interest of 1,5% per (part of a) month is owed over the still outstanding amount. All judicial and extrajudicial (collection) costs are at the customer’s expense. The extrajudicial (collection) costs are at least 15% of the amount owed by the customer, including the aforementioned interest.
- Any nullity of one or more of the provisions in these general terms and conditions is fully without prejudice to the applicability of the other provisions of these general terms and conditions.
- All agreements and other obligations with PANARO SERVICES are exclusively governed by Dutch law. Any disputes will exclusively be subject to the jurisdiction of the District Court of The Hague.