Terms and Conditions

Download general terms and conditions

General Delivery and Payment Conditions

These conditions apply to all transactions between Zwajomi BV and its customers. In cases where (partially) deviations from these general conditions occur, this must be recorded in writing and signed by both parties.

APPLICABILITY

Article 1

All deliveries and agreements are subject to all conditions. Changes and/or deviations from these general conditions can only be valid if agreed in writing between the client and the contractor. In cases where special conditions have been agreed upon for certain points, our general conditions remain in force for all other points. By placing an order, the client is deemed to agree to all applicable conditions and provisions.

PRICES

Article 2

All prices are, unless otherwise stated in the invoice or the offer, excluding VAT.

Invoices will be issued at the prices applicable on the date of delivery, plus VAT at the applicable rate. Changes in the original order, of any nature, written or oral, which cause higher costs than originally estimated, will be charged extra by Zwajomi BV.

Changes that result in cost reductions may lead to the payment of a lower amount than agreed. Changes requested by the client after the order has been placed must be communicated in writing to Zwajomi BV in a timely manner. If these changes are communicated orally or by telephone, the client assumes the risk of implementing the changes.

QUOTATIONS

Article 3

All offers are non-binding, unless otherwise agreed in writing between the parties, and do not obligate delivery.

All written quotations are subject to the general conditions and are valid for one (1) month unless otherwise stated in the quotation. All quotations are made under the exclusion of unforeseen circumstances; any additional costs resulting from these circumstances will be borne by the client and charged separately. Before an agreement is concluded, the quotation does not entail any obligation for Zwajomi BV.

DELIVERY TIME

Article 4

Zwajomi BV is only obliged to deliver after it has confirmed an order in writing or has proceeded to delivery without prior written confirmation.

Zwajomi BV will execute the orders within the agreed term, with the terms stated in offers, order confirmations, and agreements being given in good faith but not considered binding for Zwajomi BV. Exceeding the delivery term, for any reason, does not entitle the client to compensation, termination of the agreement, or non-fulfillment of any obligation arising from the agreement or any related agreement.

The term within which the deliveries must have taken place will be extended by the period during which Zwajomi BV is prevented from fulfilling its obligations due to force majeure. Force majeure on the part of Zwajomi BV exists if Zwajomi BV, after concluding the agreement or after placing the order, is temporarily or completely prevented from fulfilling its obligations under this agreement or from preparing for it due to war, unrest, damage, water damage, strikes, company occupation, lockouts, import and export restrictions, government measures, equipment defects, disruptions in the supply from third parties, disruptions in the energy supply, both within Zwajomi BV's company and at third parties from whom Zwajomi BV must wholly or partially obtain its goods, as well as during storage or transport, whether or not under own management, and furthermore due to all other causes beyond the control or risk sphere of Zwajomi BV.

PAYMENT

Article 5

The client is obliged to settle the invoice within fourteen (14) days of the invoice date. They are not entitled to deduct any amount due to a counterclaim. Zwajomi BV is always entitled to demand advance payment or security, to send the goods COD, and to cancel credit facilities with immediate effect.

Every payment received is deemed to be in settlement of the longest outstanding invoice. If the client refuses to accept the ordered or processed goods or the items for which they have placed an order, they are still obliged to pay the full purchase price.

If the client does not meet their payment obligations on time and also fails to respond to a notice of default within one (1) week, Zwajomi BV is entitled to consider the agreement terminated without judicial intervention.

Notwithstanding the foregoing, the agreement is also dissolved without judicial intervention and without the need for any notice of default at the time the client is declared bankrupt, applies for provisional suspension of payments, or loses the disposal over their assets due to seizure, receivership, or otherwise, unless the trustee or administrator acknowledges the obligations arising from this agreement as a debt of the estate. Upon dissolution, mutual claims become immediately due and payable.

In the event of late or non-payment, the client owes interest at a rate of 1% per month, calculated from the day the payment should have been made until the day of full payment, provided that this interest is never less than 3% of the principal sum, and provided that a commenced month will be considered as a full month. If Zwajomi BV takes extrajudicial measures due to non-payment or late payment by the client, the costs thereof are entirely borne by the client. The extrajudicial costs are fixed at 15% of the claim, increased by VAT, with a minimum of €75.00 as long as Zwajomi BV handles the collection itself, and the extrajudicial costs are further fixed at 20% of the claim, increased by VAT, and with a minimum of €150.00 if the claim is handed over to a bailiff and/or lawyer for collection. The claim here is understood to mean the total of the outstanding invoice amounts, plus the agreed contractual interest. The submission of complaints regarding the goods and invoices does not give the client the right to withhold payment of the owed amount or part thereof. Zwajomi BV is entitled to suspend all further deliveries to the client if they do not fulfill their obligations under the agreement or any other agreement with Zwajomi BV.

Article 6

The representative of the client, including an association or umbrella organization of the client, can be held liable by Zwajomi BV for compliance with the agreements made through their mediation, particularly the payment of the outstanding invoice(s) of the party(ies) they represent.

A representative also includes the administrative office or organization that manages the administration and settles the invoices on behalf of its clients or members, while the client or member contracts directly with Zwajomi BV.

COMPLAINTS AND COMPENSATION

Article 7

The customer must inspect the delivered goods immediately upon receipt.
Any complaints regarding damage, shortages or incorrect deliveries must be reported to Zwajomi BV in writing within 48 hours after receipt.
After this period has expired, the right to submit a complaint lapses.
Returns are only accepted after prior written approval from Zwajomi BV.
For further information, please refer to the returns policy on the website of Zwajomi BV.
Any liability of Zwajomi BV is limited to the free replacement of the delivered goods for which the order was placed, at the sole discretion of Zwajomi BV. Zwajomi BV shall not be liable for any form of compensation or damages.
The customer is responsible for inspecting the delivered goods before supplying them to third parties.

RETENTION OF TITLE, RIGHT OF RETENTION

Article 8

Zwajomi BV retains ownership of the goods delivered by it until the client has paid the full price, providing additional security for the payment.

In this context, "price" also includes the interest and costs owed under these general conditions. As long as the delivered goods have not become the property of the client based on the foregoing, the client is not authorized to sell these goods. Zwajomi BV is always entitled, as long as the agreed price has not been paid, to enter the premises where the delivered goods are located. The client is obliged to provide all necessary assistance and authorizes Zwajomi BV to do so.

BREACH OF CONTRACT AND FORCE MAJEURE

Article 9

If these general delivery and payment conditions are not met, Zwajomi BV reserves the right to suspend all further deliveries without any warning. If Zwajomi BV is unable to fulfill its obligations due to circumstances such as force majeure, strikes, government measures, or due to the actions of government measures, it is entitled to cancel the agreement without any liability for damages or to suspend delivery for a reasonable period to be determined by it.

APPLICABLE LAW AND DISPUTE RESOLUTION

Article 10

All agreements made with Zwajomi BV are subject to Dutch law. In case of disputes between the parties arising from an agreement concluded under the applicability of these general conditions, the court in the district of Rotterdam is exclusively competent, subject to appeal, excluding all other courts in the Netherlands. A dispute is deemed to exist as soon as one of the parties declares it.

CONCURRENT CONDITIONS

Article 11

If, besides these general delivery and payment conditions, other sales, delivery, and payment conditions are mandatorily applicable to any agreement, the provisions of these conditions will accumulate.

In case of contradictions, the provisions of the conditions specifically applicable to the particular type of goods will apply.