General Terms & Conditions

These general terms and conditions have been filed with the Chamber of Commerce Zuid-Limburg. They replace the previously filed conditions.

1. General Terms
1.1 The following terms and conditions apply to all agreements with Poirier Modellen BV (hereinafter referred to as "Poirier"), unless otherwise agreed. Poirier does not accept any terms and conditions (of delivery) from the customer/client unless explicitly agreed otherwise in writing.
1.2 The agreement is formed by placing a written or verbal order with Poirier and acceptance thereof by Poirier. By placing a verbal or written order or application, the customer accepts these terms and conditions of delivery. An order or application is deemed to have been accepted by Poirier unless it has explicitly informed the other party to the contrary within fourteen days of receipt of the order or application.

2. Offers
2.1 Offers made by Poirier are without obligation, unless explicitly stated otherwise. The offer price is valid for thirty days, unless otherwise stated. Offers are based on the information provided by the other party when placing an order or making a request, the accuracy of which Poirier may assume. The contents of leaflets, brochures and price lists are subject to change and are not binding on Poirier.
2.2 The provisions of Article 2.1 and this Article also apply to offers and promises made by our representatives/agents or other persons employed by us, as well as to agreements made by them. 

3. Payment
3.1 Unless otherwise agreed in writing, and if payment is on account, invoices must be paid without deduction or discount within 30 days of the invoice date in the manner specified by Poirier in the invoice and in the currency specified therein. Payment discounts only apply if they are stated on the invoice or otherwise agreed in writing.
3.2 The period of 30 days is a deadline. In the event of late payment, the customer/client will therefore be in default without any notice of default being required.
3.3 Without prejudice to the consequences attached to default in the Dutch Civil Code, Poirier is entitled, in the event of non-payment or late payment of an invoice, to compensation of the costs of extrajudicial legal assistance, which are fixed at 15% of the principal amount, with a minimum of €30 (excluding VAT).
3.4 Payments made by the other party shall always serve in the first place to settle all interest and costs due and in the second place to settle due and payable invoices which have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
3.5 The other party may not set off any debt arising from this agreement against any claim against Poirier.
3.6 Poirier reserves the right at all times to demand security for payment or advance payment, whereby performance of its obligations may be suspended until the desired security has been provided.
3.7 Goods delivered remain the property of Poirier until full payment, including the costs referred to in Article 3.3, has been made.

4. Complaints/returns
4.1 Complaints about goods or services delivered and/or objections to invoices must be made in writing to Poirier within 14 days of the invoice date. Submitted complaints or objections do not suspend the payment obligation.
4.2 Return shipments will only be accepted - with Poirier's consent - if the provisions in Article 4.1 are complied with, the items are undamaged and are returned in the original packaging with due haste.

5. Prices of products and services supplied by Poirier
5.1 The selling price stated by Poirier is based on its purchase price and other cost factors. If any of these cost price components is increased after the order is confirmed but before the goods are handed over, Poirier shall be entitled to pass the increase on to the Buyer.  
5.2 Without prejudice to the general applicability of this clause, it shall apply in particular to any change in import or export duties or any other duties or taxes occurring after confirmation of the order and to any change in the exchange rate of the Euro against the foreign currency in which Poirier has purchased the goods.  
5.3 If sold at a price which has not been fixed, as well as in cases referred to in the preceding paragraphs of this Article, Poirier shall be entitled to cancel the sales agreement/order if the Buyer has filed a written objection to the more closely determined price communicated to it by Poirier within ten days.
5.4 Poirier is entitled to adjust the prices of the products and services to be provided by Poirier annually on the basis of the Consumer Price Index (CPI) of Statistics Netherlands (CBS), all households series.
5.5 Poirier is also entitled to increase the prices unilaterally. If possible, Poirier will notify the other party in writing of any changes at least one month before they take effect.
5.6 Poirier may dissolve a delivery in writing with immediate effect if the other party fails to fulfil its obligations, goes into liquidation, applies for a moratorium, files a petition for bankruptcy, or if it discontinues or dissolves its business in whole or in part.
5.7 The customer is not permitted to transfer any rights and/or obligations it has towards Poirier to a third party without Poirier's prior written consent. Poirier may transfer its legal relationship with the customer and the separate rights and/or obligations which Poirier derives from that legal relationship to a third party.

6. Liability
6.1 Poirier's liability for loss or damage - including but not limited to loss or damage resulting from inaccuracy, unlawfulness or incompleteness or from a lack of up-to-datedness of the information in the broadest sense of the word as published by Poirier - suffered by the other party due to Poirier (or a person for whom it is liable under the law) failing to perform this agreement or committing an unlawful act in connection with the performance of this agreement is excluded.
6.2 Clause 6.1 does not apply to damage resulting from intent or gross negligence on the part of Poirier or any person for whom it is liable under the law. Liability for such damage is limited to liability for direct damage to goods and direct damage resulting from death or injury, and further limited to the invoice value.
6.3 The information referred to in Article 6.1 is in any case also understood to mean (but certainly not exclusively) the content of advertisements and/or publications prescribed by law for natural or legal persons, insofar as they have been compiled by (an) other party (parties) than Poirier
6.4 Any liability of Poirier and the persons for whom Poirier is responsible shall in all cases be limited to an amount not exceeding the invoice value of that part of the agreement from which the liability arose.

7. Copyright
7.1 All intellectual property rights relating to the goods and works supplied by Poirier, including copyrights, trademark rights and any rights pursuant to Directive 96/9/EC on the legal protection of databases, are vested in Poirier. Unless explicitly and unambiguously permitted by Poirier or the law, no part of the goods supplied or publications issued by Poirier may be published or reproduced in any way, including storage in any computerised file. Without prejudice to its liability towards Poirier for any damage resulting from a breach of its obligations, the Customer is obliged to stipulate that any party to whom it makes available, temporarily or otherwise, works published by Poirier accepts the obligations set out in this article as its own and (repeatedly) imposes them on third parties by way of a perpetual clause.
7.2 The other party is not allowed to remove or change any indication concerning copyrights, brands, trade name or other rights of intellectual or industrial property from (software) material.

8. Statute of limitation/Decline
8.1 All legal claims against Poirier, including claims for damages, shall be prescribed and/or expire one year after the claim/claim in question arose.

9. Changes
10.1 Amendments, supplements or changes to the contract and the general terms and conditions shall only be valid if laid down in writing and signed by both parties.

10. Partial nullity
10.1 If any provision of the agreement and/or the general conditions proves to be invalid, this shall not affect the validity of the entire agreement. The parties shall adopt (a) new provision(s) by way of replacement, which shall give shape to the intention of the original agreement to the greatest extent possible under the law.

11. Disputes and governing law
11.1 All disputes relating to the conclusion, interpretation or performance of an agreement with Poirier shall be submitted to the competent court in Maastricht, exclusively. If this is a different court from the one having jurisdiction by law, Poirier shall give the client/customer a period of one month after Poirier has invoked this clause in writing to opt, in writing, for resolution of the dispute by the court having jurisdiction by law.
11.2 The agreement, its interpretation and its execution are governed by Dutch law.
11.3 The other party indemnifies Poirier against all third-party claims in connection with this agreement. The indemnification also covers all damage and costs suffered or incurred by Poirier in connection with such a claim.

12. Delivery
12.1 The goods to be delivered or processed by Poirier must be delivered on time and carriage paid to the address of its warehouse/ dispatch centre in Maastricht or to the depots to be designated by Poirier, accompanied by a consignment note. Poirier accepts responsibility only if this receipt or letter has been duly signed by Poirier and is not liable for the content of the goods received or for any hidden defects. In the event of carriage paid delivery, the freight costs paid will be charged to the client, without prejudice to Poirier's right to refuse carriage paid delivery.
12.2 Agreed delivery dates apply to Poirier only if and insofar as the goods to be processed or delivered are delivered to Poirier at the agreed time and place. If, as a result of late delivery, an order can only be carried out within the agreed period by calling in extra transport, overtime and/or express delivery, Poirier shall be entitled to do so without prior consultation with the client and the additional costs incurred shall be borne by the client. In the event of late delivery, Poirier shall also be entitled to set a further date for execution. Poirier is responsible for checking that goods are delivered on time.

13. Delivery term
13.1 The delivery times quoted by Poirier are without obligation and are approximate.
13.2 Delivery or execution of orders shall take place within the normal time, unless otherwise agreed. If an order must be expedited at the client's request, overtime and any additional costs incurred in this connection may be charged for. The time of delivery shall always be the date on which the material is delivered by Poirier to DPD or the delivery service for shipment and never the date of receipt by the addressee.

14. Right of refusal
14.1 The client guarantees Poirier that the content and packaging of the goods supplied are not in violation of any statutory or other applicable conditions or specific regulations and indemnifies Poirier against third parties in this regard. Poirier is entitled to refuse to carry out an order if the goods do not appear to meet the applicable standards, without being liable to pay any compensation to the client or third parties. In the latter case, the client shall be required to take back the goods on demand and reimburse Poirier for the costs incurred. 

15. Liability and insurance
15.1 Damage for which Poirier is not liable under Articles 6.1 and 6.2 shall include any damage relating to the goods taken into storage, however named and from whatever cause. With regard to timely delivery of the goods to be distributed, any liability of Poirier pursuant to Articles 6.1 and 6.2 shall be limited to the amount of the work to be performed by Poirier with regard to the delivery in question.
15.2 Any delay in the transport arranged by Poirier, due to force majeure, shall be borne by the client.
15.3 Goods are stored and travel at the client's risk. The goods to be processed or delivered may be insured against theft, fraud, loss, misappropriation and/or damage at the request and expense of the client through the agency of Poirier.
15.4 Poirier accepts no liability for the accuracy of information it receives regarding postal regulations.

16. Minimum order amount/order quantity
16.1 In connection with the fixed costs associated with arranging a shipment, a minimum order amount is invoiced for small quantities/invoice amounts.

17. Extra shipping costs
17.1 If the goods to be dispatched cannot be sent at the rate assumed in advance and it is necessary to pay more postage, Poirier shall be entitled to decide on this without the Client's intervention and to charge the additional costs.

18. Cancellation or modification of assignment
18.1 If an order is cancelled by the Customer for any reason whatsoever within a period of 14 days before the agreed commencement date of delivery, dispatch or performance, Poirier shall be entitled to charge at least 10% of the original amount to be invoiced, in addition to the costs already incurred, including third-party costs, without prejudice to the option to charge further cancellation damage if and insofar as incurred.
18.2 If the client wishes, within a period of 8 working days, to deviate from a delivery date previously planned by Poirier on the client's instructions, Poirier shall - if it wishes to comply with the deviation - charge a standard fee of €80 exclusive of VAT per case. Any reservations made in vain will also be charged extra.

Poirier Modellen BV | Sandersweg 195 |  6219 NW Maastricht, the Netherlands 

KvK 14628372