Terms of service
Article 1 Definitions
In these General Terms and Conditions the following definitions apply:
- Customer: any natural person or legal entity registered with the Chamber of Commerce who enters into agreements with Cubo B.V., or to whom Cubo B.V. makes an offer to enter into an agreement.
- General terms and conditions: these general terms and conditions.
- Day: a calendar day.
- Agreement: any agreement between Cubo B.V. and the customer, as well as any amendment and addition thereto, as well as all legal acts in preparation and execution of the agreement.
Article 2 Identity
Cubo B.V.
Trading under the name Cubo Supplies B.V.
Europaweg 25
7766AA Nieuw-Schoonebeek
The Netherlands
(+31)85 130 74 95
sales@cubosupplies.com
www.cubosupplies.com
VAT: NL855790854B01
Chamber of Commerce: 64706761
Article 3 Applicability
1. Every offer and quotation between Cubo B.V. and the customer are subject to the applicability of these General Terms and Conditions, both to the quotation and its acceptance and to the agreement thus concluded.
2. The applicability of purchasing conditions or any other (general) conditions of the customer is expressly rejected.
3. The agreement is concluded when the quotation or offer is accepted by Cubo B.V. has achieved. This acceptance shows that the customer agrees with the applicability of the provisions of these General Terms and Conditions and that he waives his purchasing conditions or any other (general) conditions on his part.
4. If a situation arises that is not regulated in these general terms and conditions, action must be taken in a reasonable and fair manner, taking into account what the parties have mutually agreed upon, also taking into account the underlying party intentions.
5. The right to demand strict compliance with these conditions does not expires on the part of Cubo B.V. by incidentally deviating from what is stated in these General Terms and Conditions.
Article 4 Changes
1. Cubo B.V. reserves the right to unilaterally change these General Terms and Conditions.
2. The applicability of the General Terms and Conditions to the agreement is always governed by the General Terms and Conditions that were applicable at the time the agreement was concluded.
3. Changes to the agreement and deviations from these General Terms and Conditions are only valid if they are agreed in writing between Cubo B.V. and the customer. The same applies if changes to the agreement or deviations from these General Terms and Conditions lead to a change in the price of what was agreed. In the absence of agreement to a change in the agreement or deviation from these General Terms and Conditions, a dispute exists to which Article 19 of these General Terms and Conditions applies.
Article 5 The Offer
1. Every offer from Cubo B.V. is without obligation.
2. Obvious mistakes and errors in the offer do not bind Cubo B.V. In such cases, there is an obvious error which is at the expense of the customer ex. art. 3:33 jo. 3:35 BW.
3. Every offer from Cubo B.V. is sufficiently specific and contains sufficient information to accept an offer. The Customer ensures that he/she is aware of his/her rights and obligations entailed by accepting the offer.
4. The offer contains information about the price including taxes, any costs for delivery, the manner in which the agreement is concluded, the method of payment, delivery and/or execution of the agreement, and the term for accepting the offer.
5. A counteroffer from the customer with a different price counts as a new offer. These General Terms and Conditions will apply when Cubo B.V. agrees with the customer's new offer.
Article 6 The Agreement
1. The agreement is concluded by offer and acceptance of that offer by the customer, taking into account the conditions set.
2. If the agreement has been concluded electronically, Cubo B.V. will immediately confirm the acceptance of the offer.
3. Cubo B.V. reserves all rights with regard to any investigation into the liquidity and solvency position of the customer. Cubo B.V. may investigate all facts and circumstances that are important for entering into an agreement within the legal framework.
4. This investigation may show that Cubo B.V. does not consider it appropriate to enter into an agreement with the customer. In that case, Cubo B.V. is entitled to refuse a request or an order or otherwise attach special conditions to the execution of the agreement on the part of the customer.
Article 7 Quality and Description
1. Cubo B.V. undertakes to the customer to deliver the goods to him in the description, quality, and quantity as further described in the offer or quotation.
2. Cubo B.V. does not guarantee that the goods are suitable for the purpose for which the customer wants to use them. Not even if the customer has made this purpose known, unless the parties have explicitly agreed otherwise in writing.
Article 8 Shipping and Storage
1. Cubo B.V. ensures that the goods to be delivered are properly packaged.
2. Cubo B.V. takes care of the usual transport insurance.
3. The goods will be delivered by Cubo B.V. or sent for delivery to the agreed place(s) of destination in the agreed manner.
4. Cubo B.V. will deliver the goods at the time specified in the order. If a delivery period has been agreed, it commences on the date on which Cubo B.V. has confirmed the order.
5. The customer is obliged to return durable packaging and transport materials such as loading pallets, packing crates, crates, containers, and the like, provided by Cubo B.V. or a third party – whether or not against payment of a deposit or a security deposit – to the address given by Cubo B.V., failing which the customer is liable for damages.
Article 9 Transfer of Ownership
1. Except as provided in paragraphs 2 and 4 of this article, ownership and risk for the goods will transfer to the customer upon delivery of the goods.
2. Ownership of the goods is not transferred if the customer has not paid the agreed price with additional costs or has not provided sufficient security. Ownership of the goods is only transferred when the customer fulfills all his obligations towards Cubo B.V.
3. When Cubo B.V. has reasonable doubt about the customer's payment capacity, Cubo B.V. has the right to suspend delivery ex. Article 8 paragraph 3 of these General Terms and Conditions until the customer has provided security for payment. The customer may be held liable for damage caused by delays or otherwise resulting from the suspension of delivery.
4. If Cubo B.V. postpones the shipment of the goods at the request of the customer, the goods will remain the property of Cubo B.V. and remain at the customer's risk until the goods have been delivered and delivered to the customer ex. Article 8 paragraph 3 of these General Terms and Conditions.
Article 10 Force Majeure
1. Cubo B.V. is not obliged to fulfill any obligation towards the customer as a result of force majeure. This means any circumstance that is not due to intent or fault on the part of Cubo B.V. and is not his responsibility under the law, a legal act or generally accepted views.
2. Force majeure on the part of Cubo B.V. includes, but is not limited to, cases where Cubo B.V. is prevented from fulfilling its obligations as a result of war, threat of war, civil war, terrorism, riot, molestation, a pandemic or epidemic, fire, water damage, flood, strike, business occupation, exclusion, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, everything both in the seller's company and from third parties, from whom the seller must obtain the necessary materials or raw materials in whole or in part, as well as during storage or during transport, whether or not under its own management, and furthermore due to all other causes, beyond the fault or sphere of risk of the seller.
3. During the period that the force majeure continues, Cubo B.V. is entitled to suspend the obligations under the agreement.
4. If force majeure delays delivery by more than two months, each party is entitled to terminate the agreement. In that case, Cubo B.V. is only entitled to reimbursement of the costs incurred by him.
5. If force majeure occurs when the agreement has already been partially fulfilled or can be fulfilled, and if and insofar as the part to be fulfilled has independent value, Cubo B.V. is entitled to invoice separately for the part fulfilled or to be fulfilled. A payment obligation applies on the part of the customer as if it were a new, separate agreement.
Article 11 Resale
1. The customer is not authorized to export the goods to countries other than the customer's country of origin in the event of resale.
2. The customer will ensure that the export prohibitions imposed on him are also imposed on all subsequent commercial buyers.
3. In the event of resale within the Netherlands, the customer is not authorized to sell and deliver the goods to the target group to which Cubo B.V. focuses, namely (commercial) hospitality and catering companies, hotels, and B&Bs.
4. The customer is obliged to cooperate with the sales guidelines set by Cubo B.V. upon resale, which Cubo B.V. has drawn up and about which he will inform the customer in a timely manner. The sales guidelines relate to all conceivable sales modalities, such as the method of display, maintenance of consumer prices, or method of advertising the relevant goods.
5. The customer may place his own trademark on the packaging of the goods when reselling. However, the (factory) brand of Cubo B.V. must remain visible at all times.
Article 12 Conformity and Warranty
1. Cubo B.V. guarantees that the delivered goods and/or products comply with the agreement, taking into account the product specifications stated in the offer and the legal requirements and regulations regarding the soundness and quality of the delivered products.
2. The customer can always claim the manufacturer's warranty offered by the manufacturer of the goods.
3. The warranty expires in the event of incorrect or careless use by the customer or any third party.
4. The liability of Cubo B.V. is limited to free repair of a defective good or to replacement of that good or part thereof, all at the discretion of Cubo B.V.
5. The warranty does not cover defects in goods that arise as a result of normal wear and tear or damage caused by circumstances beyond Cubo B.V.'s control.
6. The customer is obliged to inspect the delivered goods for defects immediately after the goods have been made available to him.
Article 13 Price
1. The price includes the price of the goods, the costs of transport and packaging, and any storage and delivery costs.
2. The stated prices will not be increased or decreased during the validity period of the offer, except for changes in VAT rates or taxes or levies otherwise.
3. All quoted prices are exclusive of VAT unless explicitly stated or described otherwise.
4. Cubo B.V. reserves the right to unilaterally increase prices within 3 months after the conclusion of the agreement if a legal regulation or provision otherwise requires this. The customer has the right to terminate the agreement on the day the price increase takes effect.
5 . The prices stated on the website are an offer from Cubo B.V. The stated prices must always be assessed for reasonableness. Any typographical errors in prices that lead to exceptionally low sales prices may be corrected by Cubo B.V. at any time until a reasonable price is reached.
Article 14 Payment
1. The customer is obliged to pay the purchase price within 14 days after the conclusion of an agreement to the account number specified by Cubo B.V., unless otherwise agreed.
2. If the customer does not fulfill his payment obligations on time and does not comply with a notice of default with a period of one week, Cubo B.V. is entitled to consider the purchase agreement as dissolved without judicial intervention. In that case, the customer is liable for the damages suffered by Cubo B.V., including loss of profit, transport costs, and the costs of the notice of default.
3. If the payment term is exceeded, Cubo B.V. will charge a default interest of 3% per month on the outstanding amount unless the statutory interest is higher, in which case the statutory interest will be used. The interest is calculated from the moment the customer is in default until the moment the customer pays the full amount due.
4. If Cubo B.V. takes extrajudicial measures in the event of non-performance by the customer, the costs thereof shall be borne by the customer.
5. The customer is never entitled to set off any amounts owed to Cubo B.V.
6. The payment obligation is not suspended due to objections to (the amount of) the invoice.
Article 15 Dissolution
1. Cubo B.V. is entitled, without any reminder or notice of default being required, to terminate the agreement in whole or in part extrajudicially by means of a written statement if:
- the customer applies for (provisional) suspension of payment or the customer is granted (provisional) suspension of payment;
- the customer files for his own bankruptcy or is declared bankrupt;
- the customer's company is liquidated;
- an important part of the customer's company is taken over;
- the customer discontinues his current business;
- through no fault of Cubo B.V. a significant part of the customer's assets are seized, or if the customer is otherwise no longer considered able to fulfill the obligations under the agreement.
2. On dissolution, existing mutual claims become immediately due and payable. The buyer is liable for the damage suffered by the seller, including loss of profit and transport costs.
Article 16 Compensation for Unauthorized Resale
1. The customer who acts contrary to the provisions of Article 12 of these General Terms and Conditions will forfeit to Cubo B.V. compensation for every transaction that falls under one of the prohibitions mentioned in Article 12. This compensation amounts to a fixed amount of €5,000.
2. Cubo B.V. is authorized, within the statutory powers, to investigate whether the provisions of Article 12 are being complied with.
Article 17 Complaints Procedure
1. The customer is obliged to report complaints about the execution of the agreement to Cubo B.V. in a timely and sufficiently clear manner.
2. Complaints filed at Cubo B.V. will be answered within 14 days of receipt of the complaint. If the handling of the complaint will take longer than 14 days given the nature and scope of the complaint, Cubo B.V. will send a message to the customer within 14 days to inform him of this.
Article 18 Disputes and Applicable Law
1. All disputes that may arise between the parties, as a result of their agreement or of further agreements and other actions in connection with the present agreement, such as, but not limited to, unlawful acts, undue payments, and unfounded enrichments, are governed by Dutch law, even if an obligation is fully or partially performed abroad. The Vienna Sales Convention is not applicable and its applicability is expressly rejected.
2. All disputes that may arise between the parties will be submitted to the competent court in Rotterdam unless mandatory jurisdiction rules would prevent this choice.
3. A dispute is deemed to exist as soon as one of the parties declares this. The parties will first make every effort to settle a dispute amicably before appealing to the competent court.
