Full Terms and Conditions SchePro bv

General
SchePro B.V. has the right to change the information or the access on this site. All information and all acts of the visitor of this site will be logged and maintained by the owner of this site for security and administration purposes. This information will not be given to any third party without permission of the visitor. Any act by the visitor that can harm SchePro or one of their alliances are forbidden.

All information and every graphic item on this site is used with approval of their owners or their representatives. All information on this site is, and all graphics on this site are, owned by their legal owner(s) and it is forbidden to use, copy or to link to this information without the approval of SchePro b.v. All registered trademarks are protected by international laws. All legal actions will be taken, if necessary to the maximum extend, if a company or person changes any part of this site without approval of SchePro or their explicit owner.

1.1 These terms and conditions apply if the buyer's residence for the invoice address is not located in the Netherlands. The terms for Dutch companies can be found on the Dutch site www.materiaal.nl or can be obtained by requesting these.
1.2 In these Conditions:
"Buyer" is defined as the company or person who accepts a price or quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
"Goods" means the goods, or any part(s) of them, which the Seller is to supply in accordance with these Conditions;
"Seller" means the company SchePro b.v., located in the Netherlands;
"Conditions" means the standard terms and conditions of sale set out in this document; 
"Contract" means the agreement between Buyer and Seller for the purchase and deliverance of the Goods; 
"Tools" (tools or tooling) means of equipment used to produce the goods.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is acknowledged and accepted by the Seller,
subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 Any variation to these Conditions must be agreed in writing between the Buyer and the Seller.
2.3 Any typographical or other error or omission in any quotation, invoice or other document issued by the Seller shall be subject to correction without any liability on its part.
2.4 If the Seller supplies samples to the Buyer then the relevant Goods supplied by the Seller will be based upon such samples as regards colour and size although colour shall be subject to reasonable variation without liability on the part of the Seller.

Order 
3.1 Every order is only accepted if acknowledged. This acknowledgement will be given in writing. If Buyer desired an digital acknowledgement, such as e-mail, this will seen as a written acknowledgement.
3.2 The Buyer is responsible to the Seller for ensuring the accuracy of his order and specification. For example: if several colours are offered the Buyer must specify with colour he orders, otherwise the Seller can assume the ordinary default colour. 
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods or Tooling by the Seller in accordance with a design or specification submitted by the Buyer, the Buyer shall indemnify the Seller against all losses and damages suffered by the Seller as a result of infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's design or specification.
3.4 The Seller reserves ownership of all intellectual property rights, including copyright and trademarks, in any designs, documents, process or products created by the Seller in relation to the Goods.
3.5 The Seller reserves the right to make any changes in the specification of the Goods and the properties that belong to a specific product as long as their quality or performance are within a reasonable range.
3.6 No Contract may be cancelled by the Buyer except with the written agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss. This includes loss of profit and all other costs defined on the original order and/or orderacknowledgement. These cost can be raised by the Seller with: loss of profit, interest as defined in these terms, labour cost, travel and communication cost, materials and all other cost on the side of Seller as a result of cancellation.

Prices
4.1 The price of the Goods shall be the Seller's quoted price. This price is always fixed to a certain quantity. Given prices have a standard validation time of 30 days unless otherwise is specified in a quotation. After this period the price may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable value added tax, for which the Buyer shall be additionally liable.

Payment and property
5.1 The Seller shall be entitled to require payment of the price of the Goods with the Buyer's order.
5.2 The Buyer receives an invoice for the purchased goods on which full amount and the period in which payment must done to Seller.
5.3 Until full payment is received by Seller all goods remain the property of Seller;
5.3.1 Until full payment is received Buyer must leave the goods on the exact same address as been delivered. 
5.3.2 Until such payment it is not permitted that Buyer uses, moves or changes these goods in any way. Buyer is also obligated to notify Seller immediately about the exact place and location of these goods if a third party moved these goods in such case.
5.4 It is not permitted that If the Buyer fails to make any payment of this Contract or any other contract between the Buyer and the Seller on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: (i) cancel this Contract or any other contract between the Buyer and the Seller; (ii) suspend any further deliveries to the Buyer under this Contract or any other contract; and/or (iii) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 10 per cent per annum above the Dutch Legal interest rate, until payment in full is made; (iv) reclaim the goods and arrange shipment, for which the Buyer must pay and all other extra cost that Seller must make. 
5.5 Goods supplied by the Seller shall be at the Buyer's risk immediately on delivery or when the Seller tenders delivery of the Goods, whichever is the earlier and the Buyer shall insure accordingly.

Tooling
6.1 The property in any Tooling used to manufacture the Goods shall remain at a chosen residence with the Seller. Tools will never be physically transferred to the Buyer.
6.2 Intellectual property rights and/or exclusive rights to be used for manufacturing products are being transferred immediately to Seller if payment is not done within the agreed period. 
6.3 The Seller's liability in respect of the Tooling shall be limited to the same extent as its liability in respect of the Goods under the provisions of this Contract.
6.4 Any dimensions stipulated by the Buyer for the Goods shall be observed as nearly as possible but the Seller shall not be liable for any alteration in, or deviation from, such dimensions which do not have a material adverse effect on the Goods having regard to the intended use of the Goods of which the Buyer notifies the Seller prior to the date of the Contract.
6.5 All terms defined above are furthermore also applicable to Tools and tooling.

Insolvency of buyer
7.1 This clause applies if the Buyer makes any composition or voluntary arrangement with its creditors or becomes subject to an administration order or ( being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or the Buyer ceases, or threatens to cease, to carry on business; or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
7.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller
shall be entitled to cancel the Contract or any other contract or suspend any further deliveries under the Contract or any other contract without any liability to the Buyer, and if the Goods have been delivered, but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
7.3 On termination of this Contract for any reason whatsoever, the Buyer shall pay to the Seller all costs, expenses (including legal and other fees incurred), arrears, charges or other payments arising in respect of the Goods under the Contract.

Export/import
8.1 The Buyer shall be responsible for complying with any legislation or regulations governing the export of the Goods or any product incorporating the Goods from the Netherlands (including, if necessary, satisfying Customs and Excise that value added tax is not payable on the price) and the importation of the Goods into the country of destination and for the payment of any duties thereon.
8.2 Unless otherwise agreed transport of the Goods to the Buyer from the Seller's premises shall be arranged by the Seller at the Buyer's cost. 
8.3 Buyer and Buyer alone accepts and is liable for exercising the laws, duties and restrictions of the importing or passing countries. 

Other conditions
9.1 The Seller does not accept liability for any loss, injury, damage or other directly or indirectly caused by the products, Goods or any information that comes from the Seller. 
9.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. Failure by the Seller to enforce any of these conditions shall not be waiver of the Seller's rights.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
9.4 The Contract shall be governed by the laws of the Netherlands. Unless an other authority has been installed with approval of all parties involved. Any dispute shall be referred to the exclusive jurisdiction of the Dutch Courts otherwise.
9.5 In these cases where there is any matter not covered by these terms and conditions, or on which there is no clarity, our Dutch terms will apply on these partial matters, deposited at the Dutch Court. On request these will be send. 
9.6 If the terms and conditions defined under 9.5 do not explicitly define the matter, general Dutch laws will apply to the matter.