1. In these terms and conditions shall apply:
User: xZillion International bv, indicated as such or as one or more of its registered trade names;
client: a client acting in the exercise of a trade or profession;
Article 2. Applicability of these conditions
1. These conditions apply to every offer and every agreement between user and a buyer, to which user has declared these conditions applicable, insofar as parties have not expressly and in writing deviated from the conditions. Standard terms and / or terms and conditions of our contractual counterparty shall not be binding unless we have agreed to in writing.
2. These conditions also apply to all agreements with user, where the execution of which requires third parties.
3. The invalidity or nullity of any clause in these conditions keeps the validity of the remaining provisions unaffected.
4. Deviations from and / or additions to these terms and conditions are only binding if and to the extent they are confirmed in writing by user.
5. If the parties get into a situation that is not covered by these terms and conditions or uncertainty exists regarding the interpretation of one or more provisions of these terms and conditions, such a situation must be assessed 'in the spirit' of these provisions.
Article 3. Offer and Tendering
1. Each offer user, both orally and in writing, is only valid during the period referred to therein. Does the offer or tender not mention any timeframe, then the offer is non-binding.
2. In case of a non-binding offer the user is entitled to cancel this offer within 2 working days after receipt of the acceptance.
3. If the acceptance (also on secondary items) differs from the offer included in the quotation, the user is not bound to it. The agreement is not made with deviating acceptance, unless user consents in writing.
4. specified delivery times in offers of user and other time-performance required by user is general and informative; exceeding it does not give the potential buyer any right to compensation or cancellation.
5. User-specified prices, unless otherwise stated, are based on performance during normal working hours and excluding transport, packing, delivery and installation costs, VAT and other government levies.
6. In a composite quotation there is no obligation for user to supply a portion of the goods included in the offer at a corresponding portion of the price indicated, nor is the offer automatically valid for reorders.
7. User is only bound to its offer if the acceptance is confirmed in writing within 30 days by the potential buyer. The prices specified in an offer are exclusive of VAT, unless otherwise indicated.
Article 4. Delivery
1. Unless otherwise agreed, delivery is ex works. When the delivery condition includes one of the "Incoterms" the Incoterms valid at the time of conclusion of the contract will apply.
2. If delivery is made ex works, the risk of loss, damage, loss or impairment of the deliverables transfers to buyer at the time of delivery. This is defined as the moment when the goods leave the warehouse / premises of user.
3. The buyer is obliged to accept the purchased goods at the moment they are delivered to him or at the time they are made available to him under the agreement.
4. If the buyer refuses or fails to provide information or instructions necessary for the delivery, the goods will be stored at the purchaser's risk. The buyer will then pay all additional costs, including in any case storage costs. Also, the user is entitled to terminate the agreement and / or sell the goods at the expense and risk of the buyer.
Article 5. Delivery
1. User-specified delivery times are approximate and are never deadlines.
2. In case of late delivery the buyer should therefore notice the user in writing of default, and establish a reasonable period of time for user to meet its obligations.
3. The delivery time specified by user commences only after all the necessary information is in its possession.
Article 6. Part deliveries
The user is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the user is entitled to invoice each part separately.
Article 7. Technical requirements etc.
1. If the delivered items are used outside the Netherlands user is not responsible that the items to be delivered meet the technical requirements, standards and / or regulations imposed by laws or regulations of the country where the goods are used. This does not apply if, at the conclusion of the contract of use abroad is mentioned and under submission of all necessary information and specifications.
2. All other technical requirements to the goods to be delivered by the purchaser and which deviate from the standard requirements, should at the conclusion of the contract be expressly reported by the buyer.
Article 8. Samples, models and examples
If a model, sample or example has been shown or supplied by user, this is deemed to have been shown or provided as an indication: the qualities of goods to be delivered may differ from the sample, model or example, unless it was expressly stated that delivery will be in accordance with the shown or supplied sample, model or example.
Article 9. Termination of the agreement
1. User is authorized to suspend or terminate the fulfillment of the obligations, if:
- buyer does not or not fully comply with its obligations under the agreement.
- After the conclusion of the agreement circumstances come to the attention of the User that provide good grounds to fear that the buyer will not fulfill his obligations. In case there is good reason to fear that the buyer will only partially or improperly meet its obligations, suspension shall only be allowed in so far the shortcoming justifies such action.
- at concluding the agreement buyer was requested to provide security for the fulfillment of his obligations under the agreement and this security fails or is insufficient
2. If circumstances arise regarding persons and / or materials that user engages for the execution of the contract or are usually employed, which are such that the performance of the contract becomes impossible or problematic and / or disproportionately expensive, that compliance with the agreement can no longer reasonably be required, the user is entitled to terminate the agreement.
3. One and other provisions of this article shall apply without prejudice to the right of the user to claim damages.
4. If the agreement is dissolved, the user's claims against the buyer are immediately due and payable.
Article 10. Guarantee
1. User guarantees that the goods delivered are free of design-, material- and manufacturing defects at the time of delivery. The warranty does not cover: raw materials, minerals and natural products; goods made by hand; products and / or parts of products that are subject to to decay, rust, or other natural influences; plastic parts.
2. If a design-, material- or manufacturing defect does occur, the buyer is entitled to restoration of such goods. User can choose to replace the item if repair meets with objections. The buyer is only entitled to replacement if repair of the item is not possible.
3. The guarantee does not apply if damage is caused by improper handling/ treatment. Be it not correctly following instructions.
4. improper handling/ treatment includes: any action or lack of action of buyer which buyer could have reasonably assume that might cause damage.
5. The amount of the guarantee is limited to the value of the goods delivered.
6. If the guarantee concerns a product which is manufactured by a third party the guarantee is limited to the guarantee given by the respective manufacturer for the product.
7. The user is entitled to transfer the warranty terms for specific goods in a warranty certificate. User shall inform buyer in the offer in the event that a warranty certificate applies for the goods. In this case this warranty certificate replaces Article 10 of these conditions. In that case any reference to Article 10 in these terms shall be considered to refer to the warranty certificate, unless stipulated otherwise in the certificate.
Article 11. Retention of title
1. All goods delivered by user remain the property of user until the buyer has fulfilled all his obligations under all agreements concluded with user.
2. Goods delivered by user, which by virtue of paragraph 1 under the title, may be sold only in the context of normal business activities and must never be used as currency.
3. The buyer is not entitled to pledge or otherwise encumber goods under the reservation of ownership.
4. Buyer gives unconditional and irrevocable consent to user or to its designated third party, whenever the user wishes to exercise its property rights, to enter all those sites and locations where user's property is then located and to collect the goods.
5. If third parties seize or wish to establish or exercise rights on goods delivered under retention of title, the buyer is obliged to inform user as soon as reasonably may be expected.
6. The buyer is obliged to insure the goods delivered under retention of title and keep them insured against fire, explosion and water damage as well as theft and show the policy to user for inspection of this insurance on first request.
Article 12. Defects; complaint periods
1. The buyer must (let) investigate the purchased goods upon delivery or as soon as possible thereafter.
Here, the buyer should check whether the goods delivered comply with the agreement, ie: whether the correct goods have been delivered; -or if the delivered goods in terms of quantity (such as the amount and content) correspond to the agreement; -or if the goods delivered meet the agreed quality requirements or, in their absence, the requirements that may be set for normal use and / or commercial purposes.
2. If visible defects or deficiencies are found, buyer must report this to user in writing within 3 days after delivery.
3. If non visible defects or deficiencies are found, the buyer shall report user in writing within two days after discovery, but no later than 3 months after delivery.
4. User must get the opportunity to investigate the complaint. Buyer shall provide all relevant information for such investigation promptly to the user's request.
5. Even if buyer timely complaints or reports defects or deficiencies, his obligation to pay and accept placed orders remains.
6. Goods may only be returned to the user after prior written consent.
Article 13. Price / Price Increase
1. Unless otherwise stated, all prices quoted by us are: -in Euros, -excluding VAT, -on the basis of the minimum quantities used by user, -excluding transportation, -ex-works.
2. If user and buyer agree upon a certain price, user shall nevertheless be entitled to increase the price if user can demonstrate that between the time of the offer and delivery significant price changes relating to commodities, currencies and / or wages or other unforeseen circumstances have occurred.
3. If the price increase exceeds 10%, the buyer has the right to terminate the agreement.
Article 14. Packaging
Where necessary, packing is charged against cost price and is not taken back. The necessity of the use of packaging is solely at our discretion.
Article 15. Transportation
1. All supplies and materials are traveling at the risk of the buyer from the moment of forwarding. Even if free delivery has been agreed, the buyer is liable for all damage (such as transport, fire- and water damage, theft or embezzlement) occurred during transport of the goods. The buyer must insure themselves against this risk, excluding any recourse by the insurer (s) on the user, its employees and / or its subcontractors. Upon arrival of the goods the buyer has to convince himself of the state in which they are. In case it turns out that damage has been caused to the goods or materials, buyer must take all measures to obtain compensation, even in the case of contract work.
2. Notwithstanding the above, user shall not be liable for any damages whatsoever in connection with the transportation and/or the goods.
Article 16. Payment
1. Payment must be made within 14 days after the invoice date to be indicated by user and in the currency of the invoice.
2. After the expiry of 14 days after the invoice date, the buyer is legally in default; from the moment of default the buyer is due an interest of 1% per month of the open amount, unless the statutory interest is higher, in which case the statutory interest applies.
3. In case of liquidation, bankruptcy or suspension of payment of the buyer, claims and obligations of the buyer towards the user will be immediately payable.
4. Payment must be made without discount or settlement.
5. Payments made by the buyer are to settle in the first place all interest and costs, and secondly the invoices which are open longest, even if the buyer states that the payment relates to a later invoice.
Article 17. Credit surcharge
The user is entitled to charge a credit limitation surcharge of 2%, which is not due for payment if the invoice is paid within 8 days after the invoice date. If a credit surcharge is applicable it will be explicitly stated on the invoice.
Article 18. Collection costs
1. If the buyer is in default or fails to fulfill any of its obligations, then all judicial and extrajudicial costs to obtain payment are for the account of the buyer. In any case, the buyer owes 15% of the principal amount, with a minimum of € 125, -.
2. If user demonstrates that he has incurred higher expenses, which were reasonably necessary, these also qualify for reimbursement.
Article 19. Liability
1. For damage resulting from defects in goods delivered only the liability as provided for in Article 10 (Guarantee) of these conditions applies.
2. User is solely responsible for direct damage. Liability for any form of consequential damage is expressly excluded.
3. The seller shall never be liable for damages to third parties.
4. Buyer shall take all measures necessary to prevent or limit the damage.
5. User is solely liable if damage is caused by intent or gross negligence of user or his subordinates;
6. User's liability is limited to the amount to be provided by the insurer in a particular case.
7. If the insurance does not cover or does not pay out in a certain case, and the user is liable, user's liability is limited to the invoice value of the transaction, at least that part of the transaction to which the liability relates.
8. User shall not be liable and the buyer cannot rely on the applicable warranty, if the damage occurred:
a) by improper use, misuse or use of the product contrary to its destination;
b) use of the product inconsistent with instructions, advice, manuals, inserts etc. provided by or on behalf of user or the manufacturer and / or importer.
c) improper storage or improper / inadequate maintenance of the products;
Article 20. Force Majeure
1. Force majeure is in these terms mean, apart from what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, which user can not influence but which prevents user to meet its obligations, this includes strikes at the user's company.
2. During force majeure the delivery and other obligations of user are suspended. If the period in which the fulfillment of the obligations by the user is longer than 2 months, both parties are entitled to terminate the agreement without any obligation to pay compensation.
3. If the user at the time the force majeure already partially fulfilled its obligations, or can only partially fulfill its obligations user is entitled to separately invoice already delivered or deliverable parts and the buyer is obliged to pay this invoice as if it is a separate contract. This does not apply if the already delivered/deliverable has no independent value.
Article 21. Dispute
The judge in the domicile of the user has exclusive jurisdiction over disputes, unless the sub district judge is authorized. Nevertheless, user has the right to sue the other party before the competent court according to law.
Article 22. Applicable Law
Dutch law applies to any agreement between user and the buyer. The Vienna Sales Convention is expressly excluded.
Article 23. Amendment
Applicable is the last registered version or the version valid at the time of the conclusion of the transaction
ArtistiX & Service
Pickup, Delivery & Visiting
Sales training for re-sellers
Universal terms of delivery
Selfservice Warehouse Monday 06-Nov-2017 from 10-14u
Every first Monday of each month ArtistiX gives her regular customers the opportunity to sort products in our warehouse themselves.
We regularly have new stones arriving from all over the world. Besides a cup of Coffee you have the benefit of first choice!
If you are not a customer of ArtistiX yet, then please contact us before visiting.
* unless otherwise communicated in a specific order, all our offers are excluding VAT and import or export charges. We use a graduated pricelist. Offers are only valid during the offer timeframe and while stock lasts.