Terms and conditions
[The terms and conditions are published in Dutch, the following is an automatic internet translation into English.]
Arbin: Arbin Safety Products BV, located in Eindhoven (Hofstraat 145A, 5641 TD Eindhoven, the Netherlands) under KvK number: 89014545 and with VAT number: NL864853671B01.
Customer: the person with whom Arbin has entered into an agreement.
Parties: Arbin and the customer together.
Article 1. Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Arbin.
- The parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
- The parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.
- Arbin is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance may be made at any time.
Article 2. Prices
- All prices used by Arbin are in euros, are exclusive of VAT and exclusive of any other costs such as transport or administration costs, unless explicitly stated or agreed otherwise.
- All prices used by Arbin for its products, on its website or otherwise made known, may be changed by Arbin at any time.
- Increases in the cost prices of products or parts thereof, which Arbin could not foresee at the time of making the offer or entering into the agreement, may result in price increases.
- If the price indicated on the website is incorrect, Arbin reserves the right to notify the client and to dissolve the sale via the web shop.
Article 3. Payments and payment term
- Payment terms are considered to be strict payment terms. This means that if the client has not paid the agreed amount at the latest on the last day of the payment term, he will be in default by operation of law, without Arbin having to send the client a reminder or give notice of default.
Article 4. Consequences of not paying on time
- If the customer is in default, he shall owe extrajudicial collection costs and possible damages to Arbin.
- If the customer does not fulfil his payment obligation(s) in time, after he has been notified by Arbin of the late payment and Arbin has granted the customer a period of 14 days to still fulfil his payment obligations, the customer shall owe statutory interest on the amount due after the failure to pay within this 14-day period.
Article 5. Right of lien
- Arbin may invoke its right of retention and, in that case, retain products of the customer until the customer has paid all outstanding invoices towards Arbin.
- Arbin shall never be liable for any damage that the customer may suffer as a result of exercising its right of retention.
Article 6. Retention of title
- Arbin shall remain the owner of all delivered products until the customer has fully complied with all its payment obligations towards Arbin pursuant to whatever agreement entered into with Arbin, including claims for failure to perform.
- Until such time, Arbin may invoke its retention of title and take back the goods.
- If Arbin invokes its retention of title, the agreement shall be deemed terminated and Arbin shall be entitled to claim damages, lost profits and interest.
Article 7. Delivery time
- The delivery times stated by Arbin are indicative and, if exceeded, do not entitle the customer to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
- The delivery time starts at the moment that the customer has fully completed the (electronic) ordering process, and has received an (electronic) confirmation thereof from Arbin.
- Exceeding the stated delivery time does not entitle the customer to compensation or the right to dissolve the agreement.
Article 8. Packaging and shipment
- If the packaging of a delivered product has been opened or damaged, then the client shall, prior to accepting the product, have a note made of this by the forwarder or delivery person, failing which Arbin cannot be held liable for any damage.
- If the client takes care of the transport of a product himself, he shall report any visible damage to products or the packaging to Arbin prior to transport, failing which Arbin cannot be held liable for any damage.
Article 9. Warranty
- The guarantee is valid for a period of 1 year after delivery, unless otherwise follows from the nature of the delivered goods or the parties have agreed otherwise.
- The guarantee in respect of products applies only to defects caused by faulty manufacture, construction or material.
- The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence or incompetent use by the customer, as well as when the cause of the defect cannot be clearly determined.
- The risk of loss, damage or theft of the products that are the subject of an agreement between the parties is transferred to the customer at the moment they are legally and/or actually delivered, or at least come under the control of the customer or of a third party who takes delivery of the product on behalf of the customer.
- After expiry of the guarantee period, all costs for repair or replacement, including administration, shipping and transport costs, will be charged to the customer.
Article 10. Complaints
- The customer shall examine a product delivered or service rendered by Arbin for any shortcomings as soon as possible.
- If a product delivered or service rendered does not comply with what the client could reasonably expect from the agreement, the client shall inform Arbin as soon as possible, but in any case within 1 month after discovering the shortcomings.
Article 11. Notice of default
- The customer shall give notice of default to Arbin in writing.
- It is the responsibility of the customer that a notice of default actually reaches Arbin (on time).
Article 12. Liability of Arbin
- Arbin cannot accept any liability for any damage suffered by the owner, user, other persons using the product, or third parties; either directly or indirectly as a result of improper use, maintenance and service, including non-actual use and selection, as well as failure to follow or properly comply with the instructions in the user manual, and/or improper execution of repairs and maintenance, or execution of repairs and maintenance not carried out by Arbin or its designated persons and bodies.
- It is the responsibility of the customer to follow the legal occupational safety provisions of his professional activity, to train his personnel to use the Arbin products in accordance with the instruction manual.
- Arbin shall only be liable for any damage suffered by the customer if and insofar as such damage was caused by intent or deliberate recklessness.
- If Arbin is liable for any damage, it shall only be liable for direct damage arising from or in connection with the performance of an agreement.
- Arbin shall never be liable for indirect damage, such as consequential damage, loss of profit, missed savings or damage to third parties.
- If Arbin is liable, this liability shall be limited to the amount paid out by a concluded (professional) liability insurance, and in the absence of (full) payment by an insurance company of the damage amount, the liability shall be limited to the (part of the) invoice amount to which the liability relates.
- All illustrations, photos, colours, drawings, descriptions are only indicative and only apply by approximation and cannot be a reason for compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
- Arbin supplies products that may contain components that fall under the WEEE directive. (Waste Electrical & Electronic Equipment). Arbin transfers to the customer all requirements of that Directive with respect to treatment, recycling, collection and responsible disposal when discarded.
Article 13. Right of rescission
- The customer has the right to dissolve the agreement if Arbin imputably fails in the fulfilment of its obligations, unless such failure, given its special nature or minor importance, does not justify dissolution.
- Arbin has the right to dissolve the agreement with the customer if the customer does not comply with its obligations under the agreement in full or in a timely manner, or if Arbin has knowledge of circumstances that give it good grounds to fear that the customer will not be able to properly comply with its obligations.
Article 14. Force majeure
- In addition to the provisions of article 6:75 of the Dutch Civil Code, a failure on the part of Arbin to fulfil any obligation towards the customer cannot be attributed to Arbin in a situation independent of Arbin’s will, as a result of which the fulfilment of its obligations towards the customer is prevented in whole or in part or as a result of which the fulfilment of its obligations towards the customer cannot reasonably be required of Arbin.
- The force majeure situation referred to in paragraph 1 also includes – but is not limited to – the following: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work interruptions.
- If a force majeure situation arises as a result of which Arbin cannot fulfil 1 or more obligations towards the customer, those obligations shall be suspended until Arbin can fulfil them again.
- From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve all or part of the agreement in writing.
- In a force majeure situation, Arbin shall not owe any (damage) compensation, not even if it enjoys any advantage as a result of the force majeure situation.
Article 15. Consequences of nullity or voidability
- Should one or more provisions of these general terms and conditions prove to be void or voidable, this shall not affect the other provisions of these terms and conditions.
- A provision that is void or voidable shall in that case be replaced by a provision that comes closest to what Arbin had in mind when drafting the terms and conditions on that point.
Article 16. Applicable law and competent court
- Any agreement between the parties shall be exclusively governed by Dutch law.
- The Dutch court in the district where Arbin has its registered office/practice/office is exclusively competent to take cognisance of any disputes between the parties, unless the law imperatively prescribes otherwise.
Version 17 October 2023.