Terms and Conditions

Version 2023-01

Article 1 General

1. These terms and conditions apply to all transactions with MJ Gransier BV, hereinafter referred to as “Gransier” and a Customer to which Gransier has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. These terms and conditions also apply to agreements with Gransier for the implementation of which third parties must be involved by Gransier.
3. These general terms and conditions have also been written for employees of Gransier and its management.
4. The applicability of any purchasing or other terms and conditions of the Customer is expressly rejected.
5. If one or more definitions in these general terms and conditions are wholly or partially null and void or are annulled at any time, the other definitions of these general terms and conditions will remain fully applicable. Gransier and the Customer will then enter into consultations in order to agree on new definitions to replace the void or voided definitions, whereby the purpose and purport of the original definitions will be observed as much as possible.
6. If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must take place “in the spirit” of these provisions
7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.
8. If Gransier does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Gransier would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases .

Article 2 Quotations and offers

1. All quotations and offers from Gransier are without obligation, unless a term for acceptance has been set in the quotation. A quotation or offer expires if the product to which the quotation or offer relates is no longer available in the meantime.
2. Gransier cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
3. The prices stated in the quotation or offer are exclusive of VAT and other government levies.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Gransier will not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Gransier indicates otherwise.
5. A composite quotation does not oblige Gransier to perform part of the assignment against a corresponding part of the stated price. Offers and quotations do not automatically apply to future orders.

Article 3 Contract duration, delivery terms, implementation and amendment of the agreement

1. The agreement between Gransier and the Customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. If a period has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Customer must therefore give Gransier written notice of default. Gransier must be offered a reasonable period of time to still implement the agreement.
3. If Gransier requires information from the Customer for the performance of the agreement, the implementation period will not commence until the Customer has made this available to Gransier correctly and completely.
4. Delivery is made ex works of Gransier. The Customer is obliged to purchase goods at the moment they are made available to him. If the Buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, Gransier is entitled to store the goods at the expense and risk of the Buyer.
5. Gransier has the right to have certain activities performed by third parties.
6. Gransier is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
7. If the agreement is executed in phases, Gransier can suspend the execution of those parts that belong to a subsequent phase until the Customer has approved the results of the preceding phase in writing.
8. If during the execution of the agreement it appears that it is necessary to change or supplement it for a proper execution, the parties are in confesso that Gransier is free to adjust the agreement in such a way that a proper execution of the agreement is possible. As a result, the originally agreed amount can be increased or decreased. Gransier will provide a price quotation in advance as much as possible. An amendment to the agreement may also change the originally stated term of execution. The Customer accepts the possibility of amending the agreement, including the change in price and term of execution.
9. If the agreement is amended, including an addition, Gransier is entitled to implement this only after approval has been given by the person authorized within Gransier and the Customer has agreed to the price and other conditions stated for the implementation. , including the time to be determined at that time at which it will be implemented. The non-execution or non-immediate execution of the amended agreement does not constitute a breach of contract on the part of Gransier, nor is it grounds for the Customer to terminate the agreement. Without being in default, Gransier can refuse a request to amend the agreement if this would have qualitative and/or quantitative consequences, for example for the work performed in that context or the goods to be delivered.
10. If the Customer should be in default of the proper fulfillment of its obligations towards Gransier, the Customer will be liable for all damage (including costs) that directly or indirectly arise on the part of Gransier as a result.
11. If Gransier agrees a fixed price with the Customer, Gransier is nevertheless entitled to increase this price at all times without the Customer being entitled to dissolve the agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the agreement.

Article 4 Suspension, dissolution and premature termination of the agreement

1. Gransier is authorized to suspend fulfillment of its obligations or to dissolve the agreement if:
- The Customer fails to fulfill its obligations under the agreement, or fails to do so in full or on time;
- Circumstances that have come to Gransier's knowledge after the conclusion of the agreement give good grounds to fear that the Customer will not fulfill its obligations
- The Customer was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not forthcoming or is insufficient.
- If, due to the delay on the part of the Customer, Gransier can no longer be expected to fail to fulfill the agreement and this security or is insufficient
2. Furthermore, Gransier is authorized to dissolve the agreement if circumstances arise of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Gransier.
3. If the agreement is dissolved, Gransier's claims against the Customer are immediately due and payable. If Gransier suspends compliance with its obligations, it retains its claims under the law and the agreement.
4. If Gransier suspends or terminates the agreement, it is in no way obliged to pay compensation for damage and costs that arise directly or indirectly as a result.
5. If the dissolution is attributable to the Customer, Gransier is entitled to compensation for the damage, including the costs, which have arisen directly and indirectly as a result.
6. If the Customer does not fulfill its obligations arising from the agreement and this non-fulfilment justifies dissolution, Gransier is entitled to dissolve the agreement immediately and with immediate effect without any compensation or indemnification, while the Customer, on account of non-performance, is indemnification or compensation required.
7. If the agreement is terminated prematurely by Gransier, Gransier will, in consultation with the Customer, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Customer. If the transfer of the work by Gransier entails additional costs, these will be charged to the Customer. The Customer is obliged to pay these costs within the specified period, unless Gransier indicates otherwise.
8. In the event of liquidation, (application for) suspension of payment or bankruptcy, attachment - if and insofar as the attachment has not been lifted within 7 days - at the expense of the Customer, debt restructuring or any other circumstance as a result of which the Customer is no longer can freely dispose of its assets, Gransier is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay damages or compensation. In that case, Gransier's claims against the Customer are immediately due and payable.
9. If the Customer cancels a placed order in whole or in part, the goods ordered or prepared for this, plus any supply, removal and delivery costs thereof and the working hours reserved for the execution of the agreement, will be returned to the Customer in full. be taken into account.

Article 5 Force majeure

1. Gransier is not obliged to fulfill any obligation towards the Customer if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, nor by virtue of the law, a legal act or generally accepted beliefs that apply to it. which is at her expense.
2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes, foreseen or unforeseen, over which Gransier cannot exercise any influence, but as a result of which Gransier is unable to fulfill its obligations. Gransier also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Gransier should have fulfilled its obligation.
3. Gransier can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than six months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.
4. Insofar as Gransier has already partially fulfilled its obligations under the agreement at the time of the commencement of force majeure, and the part fulfilled or to be fulfilled has independent value, Gransier is entitled to invoice the already fulfilled or to be fulfilled separately. The Customer is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

1. Payment must be made within 8 days of the invoice date, in a manner to be indicated by Gransier and in the currency in which the invoice is made, unless otherwise indicated in writing by Gransier. Gransier is entitled to invoice periodically.
2. If the Customer fails to pay an invoice on time, the Customer is in default by operation of law. The Customer then owes interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that the Customer is in default until the moment of payment of the full amount due, not taking into account reminders or other forms of notice of default.
3. Gransier has the right to have the payments made by the Customer go first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the accrued interest.
4. Gransier may, without being in default as a result, refuse an offer of payment if the Customer designates a different order for the allocation of the payment. Gransier can refuse full repayment of the principal sum if the accrued and accrued interest and collection costs are not also paid.
5. The Customer is never entitled to set off the amount it owes to Gransier
6. Objections to the amount of an invoice do not suspend the payment obligation. The Customer who is not entitled to appeal to section 6.5.3 (Articles 231 to 247, Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
7. If the Customer remains in default or default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining payment out of court will be borne by the Customer. The actual costs incurred by Gransier will be charged with a minimum of € 50 per invoice. Any judicial and enforcement costs incurred will also be recovered from the Customer. The Customer also owes interest on the collection costs owed.

8. If the Customer has ordered goods, which he must pay in advance according to the agreement, and he still has not paid for 2 weeks after he has been informed that the goods are ready for him, the principal sum relating to that order, payable by Gransier. The full principal sum must then be paid by the Customer against proper proof of discharge within the agreed payment term. In the absence of timely payment, the interest and other costs shall be borne by the Customer.

Article 7 Retention of title

1. All goods delivered by Gransier in the context of the agreement remain the property of Gransier until the Customer has properly fulfilled all obligations under the agreement concluded with Gransier.
2. Goods delivered by Gransier that fall under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or encumber in any other way the goods subject to retention of title.
3. The Customer must always do everything that may reasonably be expected of him to safeguard Gransier's property rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Customer is obliged to immediately inform Gransier thereof.
5. The Customer undertakes to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the insurance policy available for inspection to Gransier on first request. In the event of any payment under the insurance, Gransier is entitled to these monies. Insofar as necessary, the Customer undertakes vis-à-vis Gransier in advance to cooperate with everything that may (appear to be) necessary or desirable in that context.
6. In the event that Gransier wishes to exercise its property rights referred to in this article, the Customer gives unconditional and irrevocable permission in advance to Gransier and third parties to be designated by Gransier to enter all those places where Gransier's property is located and those goods to take back.

Article 8 Guarantee, investigation and complaints, limitation period

1. The goods to be delivered by Gransier BV meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended under normal use according to Dutch standards. The warranty referred to in this article applies to items intended for use in the Netherlands. When used outside the Netherlands, the customer must verify whether its use is suitable for use there and that it meets the conditions set for it. In that case, Gransier BV can set different guarantee and other conditions with regard to the goods to be delivered or work to be performed.
2. The warranty referred to in paragraph 1 of this article is valid for a period of 6 months after delivery, unless the nature of the delivered goods dictates otherwise or the parties have agreed otherwise. If the warranty provided by Gransier BV concerns an item that was produced by a third party, then the warranty is limited to that provided by the producer of the item, unless stated otherwise.
3. Complaints regarding transport and defects must be reported within 24 hours after receipt of the goods. After that, the right to complaints regarding transport and shortcomings lapses. In the event that the goods are collected themselves, the Buyer must check the goods upon receipt, after which there is no longer any right to defects.
4. Any form of guarantee will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the best-before date, incorrect storage or maintenance thereof by the Customer and/or by third parties when, without written permission from Gransier BV, the Customer or third parties have made or attempted to make changes to the bag, other items have been attached to it that do not need to be attached to it or if these have been processed or processed in a manner other than that prescribed. The Customer is also not entitled to a guarantee if the defect is caused by or is the result of circumstances over which Gransier BV has no influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures), etcetera.
5. Claim under guarantee also lapses if the defect has arisen as a result of the use of the delivered goods (for example due to wear and tear). This is at the discretion of Gransier BV.
6. The Buyer is obliged to inspect the delivered goods or have them inspected, immediately at the moment the goods are made available to him or the relevant work has been carried out. In doing so, the Customer should examine whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed on in this regard. Any visible defects must be reported to Gransier BV in writing within seven days of delivery. Any non-visible defects must be reported to Gransier BV in writing immediately, but in any event no later than fourteen days after discovery thereof. The notification should be like this contain a detailed description of the defect, so that Gransier BV is able to respond adequately. The Customer must give Gransier BV the opportunity to investigate a complaint or have it investigated.
7. If the Customer complains in time, this does not suspend his payment obligation. In that case, the Customer also remains obliged to purchase and pay for the other items ordered.
8. If a defect is reported later, the Customer will no longer be entitled to repair, replacement or compensation.
9. If it is established that an item is defective and a complaint has been made in time, Gransier BV will send the defective item within a reasonable period of time after its return or, if return is not reasonably possible, written notification of the defect by the Customer, at the option of Gransier BV, replace it or arrange for its repair or pay replacement compensation for it to the Customer. In the event of replacement, the Buyer is obliged to return the replaced good to Gransier BV and to transfer ownership thereof to Gransier BV, unless Gransier BV indicates otherwise.
10. Gransier BV only grants a guarantee if and insofar as all guarantee conditions have been met and the guarantee does not fall under any manufacturer's guarantee or guarantee of third parties.
11. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by Gransier BV as a result thereof, will be borne in full by the Customer with a minimum of Euro 75 o 10% of the invoice value of the case under investigation.
12. After the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Customer.
13. Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Gransier BV and the third parties involved by Gransier BV in the performance of an agreement is one year.

Article 9 Liability

1. If Gransier BV should be liable, then this liability is limited to what has been arranged in this provision.
2. Gransier BV is not liable for damage of any nature whatsoever caused by Gransier BV relying on incorrect and/or incomplete information provided by or on behalf of the Customer.
3. If Gransier BV should be liable for any damage, then the liability of Gransier BV is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates. The liability of Gransier BV is in any case always limited to the amount paid out by its insurer, if applicable.
4. Gransier BV is only liable for direct damage.
5. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy the defective performance of Gransier BV comply with the agreement, insofar as these can be attributed to Gransier BV and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
6. Gransier BV is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business stagnation.

Article 10 Risk transfer

1. The risk of loss, damage or depreciation passes to the Buyer at the moment the goods are received by the Buyer.

Article 11 Risk transition

1. The Customer indemnifies Gransier BV against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which can be attributed to others than Gransier BV.
2. If Gransier BV should be held liable by third parties on that basis, the Customer is obliged to assist Gransier BV both in and out of court and to immediately do everything that may be expected of him in that case. Should the Customer fail to take adequate measures, Gransier BV shall be entitled to take such action itself without notice of default being required. All costs and damage incurred by Gransier BV and third parties as a result thereof are fully for the account and risk of the Customer.

Article 12 Intellectual property

1. Gransier BV reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Gransier BV has the right to use the knowledge gained through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Customer is disclosed to third parties.

Article 13 Applicable law and disputes
1. All legal relationships to which Gransier BV is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The court of Maastricht has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Gransier BV has the right to submit the dispute to the competent court according to the law.
3. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 14 Location and change conditions

1. These terms and conditions have been filed with the Chamber of Commerce for South Limburg.
2. The most recently filed version or the version that applied at the time of the establishment of the legal relationship with Gransier BV always applies.
3. The Dutch text of the general terms and conditions is always decisive for the interpretation thereof.

Gransier BV
Trompenburgstraat 5
6412 ZH Heerlen