Article 1. Client and Jono Toys; deliveries and payments
1. Client is understood to mean the person who has given the order; under Jono Toys:
the private company
JONO TOYS BV
with its registered office and principal place of business at (9502 EZ) Stadskanaal, Municipality of Stadskanaal, at 17 Veenstraat.
2. All deliveries are deemed to have been made at the location where Jono Toys is located.
3. All payments must be made there.
Article 2. Quotations
1. All quotations are without obligation, unless expressly agreed otherwise.
2. In the case of composite quotations, there is no obligation to deliver a part against a corresponding part of the price quoted for the whole.
3. If the order is not received after a requested quotation, the costs of the calculation may be charged.
4. Jono Toys only binds an order after it has confirmed it in writing, or has started the execution thereof.
5. Obvious mistakes in Jono Toys’s offer release the latter from the obligation to deliver and/or compensation arising therefrom.
Article 3. Changes to the assignment
1. Changes in the original order of whatever nature, made in writing or orally by or on behalf of the client, which cause costs higher than those that could be counted on in the quotation, will be charged extra to the client. Changes which, on the other hand, result in a reduction of costs, will lead to the calculation of a lower amount than has been agreed.
2. Changes in the execution thereof still required by the client after the assignment has been issued, must be notified to Jono Toys in a timely manner and in writing. If they are passed on orally or by telephone, the risk for the implementation of the changes is for the account of the client.
3. Changes made to an order that has already been placed may result in Jono Toys exceeding the agreed delivery time for the changes – beyond its responsibility.
Article 4. Client’s property.
1. With regard to the storage and use, processing and processing of items entrusted to it by or on behalf of the client, Jono Toys must exercise the same care that it applies to its own items in this regard.
2. Without prejudice to the provisions of the previous paragraph and elsewhere in these terms and conditions, the client bears the risk for the items referred to. If he wishes to have the said risk covered, he must arrange for insurance at his own expense.
Article 5. Shipment of the goods and the transport risk.
1. Unless otherwise agreed, Jono Toys will arrange for shipment and delivery of the goods.
2. Acceptance of the goods by the client, without a note on the consignment note or receipt, serves as proof that the goods have been delivered in good condition. When the goods have been delivered by or on behalf of Jono Toys and the client notices damage to the delivered goods, he must immediately inform Jono Toys of this – in any case within 24 hours after delivery – by telephone. When the above term has expired, Jono Toys will no longer accept complaints about damage.
3. Delay or delay in delivery is never at the expense of Jono Toys, unless caused by its fault.
4. Packaging will be charged. When this packaging is returned to Jono Toys undamaged, the calculated price will be credited again.
Article 6. Payment.
1. Payment must be made without deduction of any discount and, if not otherwise agreed, within eight days of the invoice date.
2. Jono Toys is entitled to request sufficient security for payment for the delivery of the goods and to discontinue the finishing or delivery of the ordered goods, if this security cannot be provided by the client.
3. When Jono Toys has to store items for the client, which it must deliver on demand, it reserves the right to charge a minimum of 30% of the purchase price as an advance payment. Payment of this advance bill must be made as described under point 1 of this article.
4. If credit is granted for longer than eight days after the invoice date or if it is wrongly taken by the client, the client will owe interest on the invoice amount. This interest is 1.5% for each month (or part thereof) on the outstanding amount. This interest is owed without Jono Toys being required to send interest notes or to give notice of default to the client.
5. When the goods are delivered in parts, Jono Toys is entitled to send the invoice after each delivery, which must then be paid by the client within eight days of the invoice date.
6. Recourse to set-off is never permitted. The client expressly waives this.
7. Complaints about the delivered goods never entitle the client to suspend payment.
The client never has the right to return items purchased by the client from Jono Toys to Jono Toys without Jono Toys’s permission.
8. The client is only in default when the payment term has expired and Jono Toys has the right after the payment term has expired to hand over its claim to its collection agent.
9. All costs, both judicial and extrajudicial, with regard to the collection of the amounts owed and not paid in time by the client, are for the account of the client; they are fixed at a minimum of 15% of the invoice amount and will be at least
amount to € 35.00.
Article 7. Right of retention.
When Jono Toys has items of the client in its possession, it is entitled to keep those items in its possession until payment of all costs that Jono Toys has spent for the execution of orders from that client, regardless of whether these orders relate to the aforementioned or to other goods of the client, unless the client has provided adequate security for those costs. The costs of storage etc. are for the account of the client.
Article 8. Delay by the client.
If the progress or delivery of the work is delayed by the client or due to force majeure on its part, Jono Toys may charge a portion of the total price quoted proportionally and in proportion to the finished, resp. delivered work and for the other costs already incurred for the entire order, an invoice will be sent to the client, which invoice must then be paid by the client as described in Article 6.
Article 9. Delivery term exceeded.
The delivery term agreed by Jono Toys with the client can always be regarded by the client as an approximation and never as a strict deadline, unless the contrary is expressly agreed in writing.
Article 10. Cancellations.
When the client cancels an order, he is obliged to pay Jono Toys compensation of at least 30% of the amount of the agreement. This percentage is increased by Jono Toys when he can prove that his actual damage is greater than 30%.
Jono Toys also has the right not to accept the cancellation.
Article 11. Decrease.
1. Unless otherwise agreed, the client is obliged to accept the executed order immediately after completion resp. to receive it at the disposal of the client.
2. If, as a result of non-acceptance, the order has to be stored in whole or in part after completion, the client is obliged to pay the storage costs as charged by Jono Toys.
Storage will thus also be understood to mean the costs of care, all in the broadest sense of the word, of the products.
3. If, in the case of agreed delivery in batches within a predetermined time, the total ordered has not been purchased within that time, as well as if, in the event of agreed delivery in batches without a specific time being agreed, the ordered in total has not been received within a years after the first delivery by the client, Jono Toys has the right – at its discretion – to either deliver the remainder and invoice in the usual manner, or to cancel the order, insofar as it still has to be executed, without prejudice to its right to compensation as determined under “Cancellations” in article 10.
Article 12. commercials.
1. Any complaints must be made in writing, within 24 hours of receipt of the goods. The client, who has not properly examined the delivered goods within 24 hours, is deemed to have approved the delivery.
2. Under no circumstances will the client be able to assert any claim against Jono Toys after the client has treated and/or processed the delivered goods, respectively. has had it treated or processed, or has sold it on to third parties.
3. Defects in part of the delivery do not give the right to reject the entire delivery.
4. Jono Toys has the right to deliver good goods for defective goods.
5. If the client has not made any comments and/or comments on the calculated price no later than eight days after receipt of the invoice, he is deemed to have approved it.
6. Complaints arising from careless handling of the delivered goods by the client exclude any right of complaint and make guarantees void.
7. Discoloration of materials which are generally permitted in accordance with commercial practice never entitles the client to replacement and/or compensation.
8. Liability is limited to the amount paid out by Jono Toys’ insurer in a given case.
Article 13. Differences.
Minor deviations in quality, colour, hardness, satin finish, thickness, etc., are no grounds for rejection. When assessing whether a delivery deviates outside the permissible limits, an average must be taken from the delivery.
2. Other raw materials
Minor changes (eg minor model changes) of or to articles supplied by Jono Toys do not give cause for rejection.
Article 14. Force of the majority.
1. Disruptions in the business of Jono Toys as a result of force majeure (as such shall apply: war mobilization, riots, flooding, closed shipping and/or other blockages in traffic, stagnation, limitation or cessation of supplies by public utilities, lack of to coal, fire, strikes, lockouts, performances by workers’ organizations making production impossible, non-delivery of necessary materials and semi-finished products as a result of which the normal course of business is disrupted and the execution of an order is delayed or reasonably impossible) release Jono Toys obligation to deliver, without the client being able to assert any claim for costs, damage or interest on that basis.
2. In the event of force majeure, Jono Toys will immediately notify the client thereof, and the client will have the right to cancel the order given during eight days after Jono Toys has received this notification, however under the obligation to dispose of Jono Toys and reimburse it for the executed part of the order.
Article 15. price changes.
In the event of an increase or decrease in the prices of materials or semi-finished products that are required for the execution of an order, changes in wages, employer social security contributions and other employment conditions, serious changes in currency relations and similar circumstances occurring after acceptance of an order, Jono Toys is entitled to to increase agreed prices accordingly, or to lower. Extra laborious parts and changes, indicated by the client, will also provide grounds for a corresponding price increase.
Article 16. guarantees.
On all goods delivered by Jono Toys, Jono Toys provides the same guarantee that it obtains from its suppliers in this regard.
Up to 3% breakage is at the expense of the client.
Article 17. Scope of delivery conditions.
1. By placing an order, the client acknowledges that it is aware of these terms and conditions and that they are satisfied with them, if they had been communicated to him in advance or if they were referred to in the quotation and/or order confirmation.
2. If provisions or conditions appear in a confirmation from the client that are in conflict with these delivery conditions, these deviating provisions cannot be recognized, unless they have been acknowledged in writing by Jono Toys.
3. In the event of a convergence of uniform purchasing conditions used by the client and the present delivery conditions, the latter shall prevail.
Article 18. retention of title.
All goods sold and delivered by Jono Toys remain the property of Jono Toys until full payment of these products has been made. This also applies when the delivered products have been treated and/or processed. The retention of title then transfers to the products created after processing. When these products are seized, the client has the obligation to inform the executive officer of the Jono Toys’ retention of title.
Article 19. Credit Limit.
All Jono Toys bills can be increased with a 2% credit limit. This credit limitation may be deducted if the client pays the invoice received within 8 days of receipt.
Article 20. Applicable law and choice of forum
Dutch law applies to all transactions with Jono Toys. Disputes are submitted to the Court of Groningen to the exclusion of any other body.