Terms and conditions
SALTA B.V. GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Article 1. Definitions
The following definitions apply to these General Terms and Conditions:
1. Salta B.V.: the private company with limited liability Salta B.V., with its registered office at Galvanistraat no. 36, (7651 DH) Tubbergen, registered in the Trade Register of the Chamber of Commerce under number 08156346, hereinafter referred to as “SALTA”.
2. the Buyer: the natural or legal person who purchases goods from SALTA, makes use of the services of SALTA or instructs SALTA to perform work, hereinafter referred to as “BUYER”.
3. Agreement: every agreement that is concluded between Salta and the BUYER, every amendment or addition thereto, as well as all (legal) acts in preparation for and in implementation of that agreement, hereinafter referred to as “AGREEMENT.”
4. Documents: all (written) documents made available by the BUYER(S) and to SALTA and/or all (written) documents produced by SALTA in the context of the execution of the order, including drawings, reports, digital files and other data carriers, furthermore to be called “DOCUMENTS.”
Article 2. Applicability
2.1
These General Terms and Conditions apply to all offers, quotations, agreements, services, supplies and activities of SALTA, of any nature, unless such applicability has been expressly excluded in writing by SALTA in whole or in part or has been expressly agreed otherwise.
2.2
The applicability of the BUYER's general terms and conditions is expressly rejected. Deviations from and additions to these General Terms and Conditions only apply if and insofar as they have been expressly accepted by SALTA in writing. The BUYER cannot derive any future rights from any deviations agreed in writing and/or additions to these General Terms and Conditions. If the General Terms and Conditions of the BUYER or third parties have been expressly accepted by SALTA in writing, they shall apply exclusively to the relevant agreement.
2.3
If SALTA allows deviations from these General Terms and Conditions, whether tacitly or otherwise, for a short or longer period of time, this shall not affect its right to demand immediate and strict compliance with these General Terms and Conditions with regard to the past and future. The BUYER can never assert or have any right based on the fact that SALTA applies these General Terms and Conditions flexibly.
2.4
SALTA reserves the right to change these General Terms and Conditions at any time. Any changes to these General Terms and Conditions will apply from the moment the BUYER is notified of the change, on the understanding that for agreements already concluded the General Terms and Conditions that were in force on the day this Agreement was concluded will continue to apply.
2.5
If one or more of the provisions of these General Terms and Conditions or any other agreement with SALTA should conflict with a mandatory provision of law or any applicable legal provision, the relevant provision will lapse and will be replaced by a new, legally permissible and comparable provision to be adopted. The same applies to provisions that SALTA cannot invoke for other reasons. The other provisions of these General Terms and Conditions or the Agreement remain fully applicable at all times.
2.6
These General Terms and Conditions also apply to all agreements with SALTA, which require the involvement of third parties for their performance.
2.7
The BUYER cannot rely on the fact that these General Terms and Conditions have not been handed over if SALTA has handed over the same general terms and conditions to the BUYER in the context of an agreement previously concluded between the parties and has referred to them
Article 3. Offers and Quotations
3.1
All offers and quotations of SALTA are revocable and are made without obligation, unless stated otherwise in writing. The prices in a quotation are valid for a maximum of 30 days; after the expiry of this period, the BUYER can no longer derive any rights from the offer. An offer or quotation containing a term may be revoked by SALTA at any time, even after the BUYER's acceptance of the offer or quotation, provided that SALTA withdraws the quotation or offer within five (5) days of the BUYER's aforesaid acceptance.
3.2
The BUYER guarantees the correctness and completeness of the sizes, requirements, specifications of the performance and other details provided by or on behalf of it to SALTA on which SALTA bases its offer.
3.3
The information on the SALTA website as well as the manuals provided by SALTA, including the images and/or drawings, designs, technical descriptions, samples, images, colours, sizes and material indications to be provided by or on behalf of SALTA, are merely aimed to represent the products and are not binding. No rights can be derived from them.
3.4
Quotations or offers from SALTA do not automatically apply to repeat orders.
3.5
The prices stated in SALTA's offers and quotations are exclusive of VAT and other government levies, including foreign governments, as well as exclusive of any costs to be incurred in the context of the order and delivery, including costs for delivery that were not anticipated in advance.
3.6
All drawings, technical descriptions, images, samples, designs, models, examples, colours, sizes and material indications provided by SALTA with the quotation or offer remain the property of SALTA at all times and must be returned at SALTA's first request, unless the parties expressly agreed otherwise in writing.
3.7
SALTA cannot be held to its quotations or offers if the BUYER should have understood, in terms of reasonableness and fairness and generally accepted views, that the quotation or offer or a part thereof contains an obvious mistake or error.
Article 4. Conclusion of the Agreement
4.1
Subject to the provisions of Articles 4.2, an Agreement with SALTA is only concluded after SALTA has accepted an order in writing or has confirmed it in writing by means of an order confirmation or email or as soon as SALTA has commenced implementation with the BUYER's consent. SALTA is entitled to refuse orders or to attach certain conditions to them.
4.2
In the case of a company that places a drop shipment order, an Agreement with SALTA is only concluded after SALTA has sent the invoice to the BUYER. The invoice is deemed to represent the Agreement correctly and completely, unless the BUYER protests immediately and in writing. SALTA is entitled to refuse orders or to attach certain conditions to them.
4.3
Any additional agreements or changes made later will only be binding on SALTA if these have been confirmed by SALTA in writing within fourteen (14) days and the BUYER has not lodged a written protest against them within three (3) working days. SALTA is not bound by any verbal commitments.
4.4
For Agreements, activities or transactions for which, due to the nature and scope, no written quotation or order confirmation is sent, the invoice from SALTA is deemed to represent the Agreement correctly and completely, unless the BUYER objects in writing within five (5) working days after the invoice date.
Article 5. Delivery, Terms of Delivery and Risk
5.1
If the parties have agreed that the delivery of goods will take place “Free On Board”, the order will be confirmed by SALTA as soon as it is ready. SALTA then takes care of the delivery to the agreed loading port. All remaining required actions must be fulfilled by the BUYER from the moment the goods are delivered at the port of loading. The costs for transport of the goods to be delivered and all related costs such as packaging, insurance, customs clearance, any gas measurement of containers, etc. are borne by the BUYER.
5.2
If the parties have agreed on a warehouse delivery within the European Union, the order will be prepared, after which the BUYER will be informed by SALTA about the readiness of the order and the BUYER will be informed that the shipment has been reported to a carrier. The goods are then delivered to an address specified by the BUYER. In that case, the BUYER must ensure that the location where the goods must be delivered is easily accessible and passable for the transport or delivery of the goods. The costs for transport of the goods to be delivered and all related costs such as packaging, insurance, customs clearance, any gas measurement of containers, etc. are borne by the BUYER. It is the BUYER's responsibility to specify the requirements for unloading the goods. If SALTA is unable to unload the goods at the location specified by the BUYER and as a result SALTA incurs costs to store the goods, the costs shall be borne by the BUYER.
5.3
If the parties have agreed on a warehouse delivery outside the European Union, the order will be prepared, after which the BUYER will be informed by SALTA about the readiness of the order and the BUYER will be informed that the shipment has been registered with a carrier. The costs for importing the goods into the country of destination are always borne by the BUYER and never by SALTA. For the delivery of the goods for a warehouse delivery outside the European Union, the BUYER has the option of choosing between a delivery equal to that described in Article 5.2, as well as the option of choosing a delivery equal to what is described in Article 5.4. The BUYER's choice of delivery shall be communicated to SALTA in writing.
5.4
If the parties have agreed that the BUYER will collect the goods and the delivery or delivery of the goods will take place at the address of SALTA, the goods can be collected at the following addresses:
- Galvanistraat 36 (7651 DH) Tubbergen;
- Galvanistraat 28 (7651 DH) Tubbergen;
- Nobelstraat 33 (7651 DD) Tubbergen;
- Haarweg 7 (7651 KE) Tubbergen;
The exact place of delivery is indicated by SALTA. Unless the parties have expressly agreed otherwise in writing, the costs for transport of the goods to be delivered and all associated costs such as packaging, insurance, customs clearance, any gas measurement of containers, etc., shall be borne by the BUYER.
5.5
If SALTA has agreed a direct container delivery with a BUYER, the order will be prepared after which the order will be shipped to the BUYER at SALTA's expense. The costs for the customs clearance of the goods through port customs will be borne by SALTA, as will the costs relating to transport from the agreed port to the unloading address indicated by the BUYER. If the parties have agreed on a direct container delivery, the BUYER must indicate whether it wishes to have a gas measurement carried out prior to shipping the goods. If the BUYER does not indicate whether it wishes to have a gas measurement performed, this will be equated with refusing a gas measurement. The costs for having a gas measurement carried out will be borne by the BUYER. If waiting time costs apply, these will also be borne by the BUYER. Unless the parties have expressly agreed otherwise in writing, the other costs for transport of the goods to be delivered, such as packaging and insurance, are considered related costs and are for the account of the BUYER.
5.6
If SALTA has entered into a drop shipment agreement with a BUYER being a company, the goods will be delivered by SALTA directly to the delivery address specified by the BUYER. In that case, the BUYER must ensure that the location where the goods must be delivered is easily accessible and passable for the transport or delivery of the goods. The costs for transport of the goods to be delivered and all related costs such as packaging, insurance, customs clearance, any gas measurement of containers, etc. are borne by the BUYER. It is the BUYER's responsibility to specify the requirements for unloading the goods. If SALTA is unable to unload the goods at the location specified by BUYER and SALTA incurs costs as a result to store the goods, the costs shall be borne by the BUYER.
5.7
If SALTA has entered into a drop shipment agreement with a BUYER being a consumer, the goods will be delivered by SALTA directly to the delivery address specified by the BUYER. In that case, the BUYER must ensure that the location where the goods must be delivered is easily accessible and passable for the transport or delivery of the goods. The costs for transport of the goods to be delivered and all related costs such as packaging, insurance, customs clearance, any gas measurement of containers, etc. are borne by the BUYER. It is the BUYER's responsibility to specify the requirements for unloading the goods. If SALTA is unable to unload the goods at the location specified by BUYER and SALTA incurs costs as a result to store the goods, the costs shall be borne by the BUYER.
5.8
SALTA is permitted to deliver 10% more or less than the quantities indicated in the order confirmation without any obligation arising for SALTA. In such a case, however, SALTA will only charge the BUYER for the goods finally delivered. Part deliveries may be invoiced by SALTA.
5.9
The estimated term within which SALTA will execute the Agreement is stated in the order confirmation. This delivery period commences on the date on which SALTA confirms the order to BUYER, provided that SALTA has all the information it needs to carry out the order.
5.10
A term specified by SALTA for the execution of the Agreement is only indicative from which no rights can be derived. SALTA reserves the right to deviate from terms due to increased container prices. This applies in full until the container prices are back in line with the market. A specified term can therefore never be regarded as a strict deadline. If a change in the data and/or circumstances, irrespective of the foreseeability thereof, results in a delay, the term will be adjusted accordingly. Exceeding the term, for any reason, does not entitle the BUYER to dissolve the Agreement in whole or in part, nor to claim compensation before SALTA has been given written notice of default and a reasonable period has been given to still comply with the Agreement.
5.11
The risk of loss of or damage to goods purchased by the BUYER from SALTA transfers to the BUYER at the time of the agreed method of delivery, in accordance with the contents of this Article 5.
5.12
If it proves impossible to deliver goods to the BUYER due to a cause within the scope of influence of the BUYER, SALTA reserves the right to store or have those goods stored at the expense and risk of the BUYER. After storage, a period of thirty (30) days applies within which the BUYER will enable SALTA to deliver the goods. The above will apply unless SALTA has expressly established a different period in writing.
5.13
If the BUYER fails to fulfil its obligations even after the term referred to in the previous paragraph of this article, the BUYER will be in default by operation of law and SALTA has the right to terminate the Agreement in writing with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damage, costs and interest, in whole or in part. Where appropriate, SALTA is entitled to sell the goods to third parties or to use them for the performance of other agreements, as well as to destroy the documents already produced. The foregoing is without prejudice to the BUYER's obligation to compensate the damage suffered by SALTA.
5.14
SALTA is authorised to demand advance payment or security from the BUYER with regard to the fulfilment of the BUYER's financial obligations, before proceeding with the performance of the Agreement.
Article 6. Price Changes
6.1
The price stated in the order confirmation is binding, unless there are circumstances between the time of conclusion of the Agreement and the time of delivery that increase the cost price of ordered goods. In that case, SALTA is entitled to increase the prices accordingly. If SALTA is of the opinion that cost-increasing circumstances have arisen, it must immediately inform the BUYER accordingly in writing.
6.2
SALTA reserves the right to make price changes, with regard to the quotation or the agreement concluded, if the dollar-euro exchange rate changes negatively.
6.3
Prices stated in the order confirmation are based on information provided by the BUYER and as of the date of the offer or quotation from SALTA applicable cost prices, shipping costs, package costs and freight costs of the goods to be delivered. If these details or cost prices or shipping costs or package costs or freight costs are subsequently changed, SALTA has the right to adjust its prices, even if the Agreement has meanwhile been concluded. Price increases of more than 15% entitle the BUYER to dissolve the Agreement and by paying SALTA the costs and expenses already incurred by SALTA in the context of the Agreement, provided the BUYER notifies SALTA in writing and within seven days of receipt of the notification from SALTA regarding the price change. A dissolution as aforementioned does not entitle the BUYER to compensation for any damage.
6.4
If an Agreement is quoted on the basis of actual costing, the prices quoted serve only as a guideline price. The actual costs incurred by SALTA will be charged to the BUYER.
6.5
In the event of an increase in the existing taxes or levies or the imposition of new taxes or levies in the Netherlands or in the country of origin, or as a result of cost changes in one of the countries involved, SALTA has the right, even if the Agreement has already been concluded, to adjust its prices. Price increases of more than 15% entitle the BUYER to dissolve the Agreement upon payment to SALTA of the costs and expenses already incurred by SALTA in the context of the Agreement, provided the BUYER notifies SALTA in writing and within seven days of receipt of the notification from SALTA regarding the price change. A dissolution as aforementioned does not entitle the BUYER to compensation for any damage.
6.6
There are additional costs associated with necessarily repacking, labelling and/or applying stickers to goods. These additional costs are included in the offer or quotation only insofar as this is expressly stated in the offer or quotation. If these costs cannot be estimated accurately, the costs will be determined by SALTA on the basis of subsequent actual costing and charged to the BUYER.
Article 7. Invoicing and Payment
7.1
Unless expressly stated otherwise, payment by the BUYER of the agreed price must be made immediately after delivery, but in any case no later than 30 days after the invoice date, unless expressly indicated otherwise in writing. For payments made by bank transfer, the date on which the amount is credited to SALTA's bank account is the date of payment.
7.2
After expiry of the agreed payment term, the BUYER will be in default by operation of law without further notice of default being required.
7.3
From the moment of default, the BUYER owes interest of 1% per month on the amount due, unless the statutory (commercial) interest is higher in the cases in which the statutory (commercial) interest applies. All judicial and extrajudicial costs incurred by SALTA to obtain payment – both in and out of court – will be borne by the BUYER from that moment on. In the event that the BUYER is a legal entity, the BUYER shall owe compensation for the extrajudicial costs of at least 15% of the outstanding amount, with a minimum of € 150.00 (in words: one hundred and fifty euros). If the BUYER is a natural person, this compensation amounts to at least 10% of the outstanding amount with a minimum of € 40.00 (in words: forty euros). If the actual costs incurred and to be incurred by SALTA exceed this amount, the excess will qualify for reimbursement.
7.4
In the event of liquidation, bankruptcy, debt restructuring or suspension of payment of the BUYER or an application to that effect, the claims of SALTA and the obligations of the BUYER towards SALTA are immediately due and payable.
7.5
In case of delivery of goods in parts, each delivery or each phase is considered as a separate transaction and may be invoiced by SALTA per transaction.
7.6
Payments made by the seller are first deducted from the costs, then against the interest due and finally against the principal sum and the accrued interest of due and payable invoices that have been outstanding the longest, regardless of the BUYER's indication that the payment relates to a later invoice. SALTA may, without being in default because of it, refuse a payment offer, if the BUYER assigns a different sequence for the allocation of the payment. SALTA may refuse the full payment of the principal amount, if the accrued interest, current interest and collection expenses are not paid as well.
7.7
If several (legal) persons or companies are referred to as BUYER, they will be jointly and severally liable to fulfil all obligations under the Agreement concluded with SALTA.
7.8
If the BUYER, who is not a natural person, for any reason, has one or more counterclaims against SALTA, the BUYER is not entitled to settlement. The BUYER is not entitled to settlement if, even if the BUYER applies for a (provisional) suspension of payments, the BUYER is granted a suspension of payments or the BUYER is declared bankrupt. Objections to the amount of the invoice do not suspend the BUYER's payment obligation.
7.9
It is the responsibility of the BUYER to ensure that a Euro pallet exchange can be guaranteed at the delivery addresses. If SALTA delivers the goods on Euro pallets, the BUYER must hand over to SALTA the same number of empty Euro pallets as the BUYER received when the goods were delivered and on which the goods were delivered to the BUYER. If the BUYER is unable to exchange the same number of empty Euro pallets immediately after delivery, € 16.50 per pallet will be charged for Euro pallets not exchanged.
Article 8. Retention of Title
8.1
The goods delivered by SALTA remain the property of SALTA until the amount owed by the BUYER has been paid in full, including any interest and collection costs owed.
8.2
As long as the BUYER has not yet paid the invoices in full, the BUYER is obliged to exercise the utmost care with regard to the delivered goods.
8.3
As long as the ownership of the delivered goods has not passed to the BUYER, the latter may not pledge the delivered goods, transfer ownership (as security) or grant third parties any other right with regard to these goods.
8.4
The BUYER undertakes, as long as the ownership of the delivered goods accrues to SALTA, if it should be declared bankrupt, it has been granted a suspension of payments, if the BUYER is a natural person and the debt restructuring for natural persons has been declared to apply with regard to the BUYER or if any attachment should be made on its goods, to immediately inform SALTA thereof and furthermore to inform the curator or the executing bailiff that the goods are the property of SALTA.
8.5
If the goods are not paid in time and in full, including any interest and collection costs owed, SALTA is entitled to immediately take possession of the goods that are in the BUYER's possession and of which ownership accrues to SALTA, which the BUYER gives to SALTA by accepting these General Terms and Conditions an irrevocable power of attorney. The damage that SALTA will suffer as a result of the foregoing, including the new transport costs, must be fully compensated by BUYER.
Article 9. Suspension, Dissolution, Settlement and Cancellation
9.1
SALTA is at all times entitled to suspend its payment obligation towards the BUYER, if the BUYER does not/no longer fulfil or threatens not to comply with any obligation arising from the Agreement and/or General Terms and Conditions and/or any law, without being obliged to pay compensation to the BUYER. In the event that it is subsequently established that SALTA has not validly suspended its obligations towards the BUYER, SALTA shall never be obliged to compensate the BUYER for any damage. After suspension, SALTA is entitled to demand security from the BUYER for proper fulfilment of the aforementioned obligations.
9.2
SALTA may retain the goods, products, property rights, data, documents, data files and (interim) results of the services of SALTA received or generated under the Agreement, despite an existing obligation to deliver, until the BUYER has paid any amounts due.
9.3
If the BUYER remains in default or refuses to fulfil its obligations under the Agreement, SALTA is entitled, without prejudice to the relevant provisions of the Agreement, to dissolve the Agreement extrajudicially by means of a registered letter. The dissolution will only take place after the BUYER has been given written notice of default and a reasonable period has been given to remedy the shortcoming.
9.4
Furthermore, SALTA is entitled, without any reminder or notice of default being required, to dissolve the Agreement in whole or in part by means of a registered letter out of court and with immediate effect if:
• the BUYER applies for a (provisional) suspension of payments or the BUYER is granted a (provisional) suspension of payments;
• The BUYER applies for its own bankruptcy or is declared bankrupt;
• the BUYER submits an application for statutory debt rescheduling or debt counseling or if the Natural Persons Debt Rescheduling Act (Wet Schuldsanering Natuurlijke Personen) applies to the BUYER;
• the BUYER has started a Approval of Private Agreements Act (WHOA) process in which no cooling-off period has (yet) been announced;
• the BUYER's business is liquidated;
• a significant part of the BUYER's business is taken over;
• the BUYER discontinues its current business;
• a substantial part of the BUYER's assets are seized through no fault of SALTA, or if the BUYER is otherwise no longer able to fulfil its obligations under the Agreement.
9.5
The BUYER has the power to suspend or dissolve the Agreement with SALTA only to the extent that this power derives from the law. If the BUYER is a legal entity, if it had already received performances for the execution of the Agreement at the time of the dissolution, it may only partially dissolve the Agreement and only for that part that has not yet been performed by or on behalf of SALTA.
9.6
Amounts that SALTA has invoiced to the BUYER prior to the dissolution in connection with what SALTA has already performed under the agreement, remain unaffected by the BUYER to SALTA and become immediately due and payable at the time of the dissolution of the Agreement by one of the parties.
9.7
SALTA is at all times entitled to pay what it owes to the BUYER by means of set-off against what SALTA has or will have to claim from the BUYER – whether due or not. This also includes a claim for payment of compensation.
9.8
Unless expressly agreed otherwise in writing, the BUYER is never entitled to cancel or otherwise (prematurely) terminate the agreement with SALTA, except for dissolution on the basis of Article 9.5 of these General Terms and Conditions.
Article 10. Liability
10.1
If SALTA is liable for damage, that liability is limited to compensation for direct damage and to a maximum of the invoice amount of the Agreement, at least that part of the Agreement to which the liability relates. This unless the direct damage is due to intent or gross negligence on the part of SALTA.
10.2
SALTA is never liable for indirect or immaterial damage, including personal injury, consequential damage, loss of profit, lost savings, damage due to business interruption and damage as a result of fines imposed for failure to meet delivery deadlines.
10.3
Any claims by the BUYER must be submitted in writing within eight (8) working days after disclosure of the damage, under penalty of forfeiture of the right of action, including the fullest possible substantiation of the damage suffered.
10.4
SALTA is not liable for damage that has arisen during the execution of the Agreement as a result of the use of goods made available by the BUYER and which prove to be unsuitable for the execution of the Agreement or delivery.
10.5
SALTA is not liable for damage, of any nature or in any form, because it is based on incorrect and/or incomplete information provided by the BUYER.
10.6
Errors and/or deviations in presumptions, assumptions, calculations and all other factors underlying the BUYER's decision to enter into the Agreement – whether known to SALTA or not – are at the BUYER's expense and risk. SALTA is never liable in this regard.
10.7
The limitations of liability for direct damage included in these General Terms and Conditions do not apply if the damage is due to intent or gross negligence on the part of SALTA.
10.8.
If the BUYER is a legal person within the meaning of Article 1.2, the BUYER is expressly not permitted to resell the goods purchased from SALTA and delivered from SALTA to countries that have been sanctioned by the European Union or the United Nations.
10.9
If the BUYER decides to resell the goods it has purchased from SALTA and which have been delivered by SALTA to countries sanctioned by the European Union or the United Nations and the BUYER therefore acts in violation of Article 10.8 of these General Terms and Conditions, SALTA shall not be liable for any damage resulting from this. The BUYER indemnifies SALTA against any third-party claim arising from the fact that BUYER resells the goods purchased from SALTA and delivered by SALTA to countries sanctioned by the European Union or the United Nations.
Article 11. Intellectual Property Rights
11.1
SALTA is and remains the owner of all intellectual property rights that rest on or are related to or are part of - the logo of - SALTA as well as the goods delivered by SALTA or on behalf of SALTA and the underlying produced records and the like by SALTA or on behalf of SALTA. All the above applies unless the parties should expressly agree otherwise in writing.
11.2
The exercise of the rights referred to in the previous paragraph of this article is expressly and exclusively reserved to SALTA, both during and after the execution of the Agreement.
11.3
Drawings, technical descriptions, models, instructional videos, designs and calculations, which are produced by SALTA or by an external designer on its behalf, remain the property of SALTA. They may not be handed over or shown to third parties by the BUYER unless written permission has been granted by SALTA.
11.4
Information about manufacturing, assembly and/or construction methods, to which copyright/patent law applies, or with regard to which a designer has made a reservation, may not be used, copied, shown to third parties or disclosed by the BUYER unless permission has been granted in writing.
11.5
By providing information to SALTA, the BUYER declares that no copyright or any other intellectual property right of third parties is being infringed and indemnifies SALTA in and out of court against all consequences that (may) result from this.
11.6
SALTA reserves the right, in the event of a violation of the provisions of this article, to claim compensation for the damage resulting from the violation.
Article 12. Quality and Complaints
12.1
SALTA ensures that all goods to be delivered by it are of the usual quality, are suitable for their intended use and meet the requirements to be reasonably set here or the requirements explicitly agreed between the parties.
12.2
Deviations in delivered goods with the margins customary in the industry must be accepted and do not entitle the BUYER to a claim, replacement, compensation for damage or any other right, unless a smaller margin for deviations has been expressly agreed in the Agreement.
12.3
The BUYER, being a natural person, must have checked the soundness of the delivered goods within two (2) working days after delivery. If the BUYER does not check the delivered goods for soundness within two (2) working days after delivery, it is deemed to have approved the delivery. Any claims relating to any defect in the delivered goods must be submitted in writing to SALTA within two (2) months after the inspection of the goods, under penalty of forfeiture of any right of action of the BUYER. Any claim(s) must be substantiated.
12.4
The BUYER, being a legal entity, must have checked the soundness of the delivered goods within two (2) working days after delivery. If the BUYER does not check the delivered goods for soundness within two (2) working days after delivery, it is deemed to have approved the delivery. Any claims relating to any defect in the delivered goods must be submitted in writing to SALTA within two (2) working days after receipt of the goods, under penalty of forfeiture of any right of action of the BUYER. Any claim(s) must be substantiated.
12.5
Under no circumstances can the BUYER assert any rights against SALTA if the BUYER has already put (part of) the delivered goods into use, has processed or modified them, has had them used or has had them processed or modified or delivered them to third parties.
Article 13 – Returns
13.1
The BUYER, being a natural person, is authorised to return goods without stating reasons within 21 days of receipt. The goods must be returned complete and fully intact in their original packaging. In that case, the transport costs to be incurred for the return shall be borne by the BUYER. Returning goods is only possible by registering the return by using the website www.salta.com. After receipt of the returned goods, they are inspected by a SALTA employee for quality and quantity. Only when SALTA establishes that the returned goods are still in new condition, the returned goods will be credited. If the goods are returned damaged or in an incorrect condition, SALTA reserves the right to credit only a percentage of the purchase price. This percentage, to be determined later, depends on the loss of value of the returned goods. SALTA's judgment on the condition of the returned goods is binding. If part of the order is returned, any shipping costs will be deducted from the amount to be credited.
13.2
Reimbursement of the monies paid will take place as soon as possible after receipt of the returned goods, but at the latest within 14 days after SALTA has received the returned goods. The amount to be credited will be refunded to the account known to SALTA and from which account the BUYER has in principle paid for the goods.
13.3
In the event that SALTA has concluded an agreement with a BUYER as a consumer and the BUYER wishes to return the shipment, the return of the delivered goods will be entirely at the expense and risk of the BUYER. SALTA is in no way liable for damage or loss of returned items.
Article 14. Force Majeure
14.1
In the event of force majeure, SALTA is entitled to dissolve the Agreement or to suspend the fulfilment of its obligations towards the BUYER for a reasonable period, without being obliged to pay any compensation.
14.2
In the context of these General Terms and Conditions, force majeure is understood to mean: a non-attributable shortcoming on the part of SALTA, of the third parties or suppliers engaged by it or any other important reason on the part of SALTA as a result of which SALTA cannot comply (in time) with the Agreement or cannot comply without excessive burdensome effort and/or costs measured according to objective criteria. For circumstances in which - not exhaustively - force majeure can occur, see article
14.4.
14.3
If SALTA has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to invoice the part already delivered or the part which can be delivered separately and the BUYER shall be obliged to pay this invoice as if it were a separate agreement. However, this does not apply if the part already delivered or deliverable has no independent value. With regard to the part of the Agreement that has not yet been performed, it is up to SALTA to choose whether it will proceed with dissolution or suspension pursuant to Article 14.1, of which notice must be given in writing.
14.4
Force majeure on the part of SALTA will in any case occur if SALTA is prevented from fulfilling its obligations under the Agreement or the preparations thereof as a result of a pandemic, war, imminent war, civil war, riots, acts of war, fire, water damage, flood(s), strike(s), factory shutdowns, import and export barriers, government measures, defective machines, power failures, both within SALTA's company and that of third parties from which SALTA must purchase (a part of) the necessary materials or raw materials, as well as during transport in storage or during transport, whether or not under SALTA's own management, and furthermore all other causes that arise through no fault of SALTA, or on which SALTA has no influence.
14.5
If as a result of force majeure the delivery is delayed by more than two months, both the BUYER and SALTA are entitled to dissolve the Agreement, without being obliged to compensate each other for any damage, with the exception of the following. In that case SALTA is only entitled to reimbursement of the costs actually incurred.
14.6
In the event that the individual Agreement expressly stipulates a penalty for exceeding the delivery term, this is not due if the delayed delivery is the result of force majeure.
Article 15. Applicable Law and Competent Court
15.1
All Agreements concluded between SALTA and the BUYER are subject to Dutch law.
15.2
The applicability of the Vienna Sales Convention 1980 (CISG) is expressly excluded.
15.3
The parties declare that the Dutch court is expressly authorised to take cognisance of any disputes with regard to the formation, content and implementation of the Agreement. The aforementioned disputes will be submitted to the competent court of the Overijssel District Court.