1- PREAMBLE
1.1 “HEXIS” means below the company “HEXIS NETHERLANDS B.V.”
1.2 These general terms and conditions of sale represent all the stipulations that constitute the offer issued by HEXIS. They shall apply in their entirety to any contract between HEXIS and its customers in NETHERLANDS, regardless of the place of delivery.
1.3 In these general terms and condition of sales Customer means “professional” ie any natural or legal person who, in the commercial practices, is acting within his professional practice or enterprise, and any person acting on behalf of or for the account of such a professional.
1.4 These general terms and conditions of sale prevail over all conditions of purchase, except in the case of formal and express derogation from HEXIS. Any conditions contrary to these general conditions posed by the Customer, in the general conditions of purchase or in any other document, shall be unenforceable against HEXIS as long as HEXIS does not expressly accept it.
2- ORDERS
2.1 The Customer’s order will only be considered accepted after it has been validated by the Sales Department.
2.2 Any request for modification or resolution of the order, requested in writing, must be received by HEXIS prior to shipment of the goods and be agreed upon by HEXIS. If HEXIS does not accept this application, any advance payments may only be returned in good value.
3- PRICES - OFFERS
3.1 The prices applicable are those in force on the day of placing the order subject to the special conditions of sale.
3.2 Prices are given in euro excluding taxes; this means that they do not include sales taxes, value added tax or similar taxes, commissions, customs duties or other taxes, insurance or transportation and handling costs.
3.3 HEXIS reserves the right to modify its prices at any time, without notice, unless special agreement.
4- INVOICING - PAYMENT PERIODS - PENALTIES
4.1 Invoicing will occur on the prices in effect on the day of the order.
4.2 It is stated that invoices will be issued electronically and in any case sent by e-mail. The customer may, at any time, exercise his right to receive the invoice on paper support without additional fees by sending an email to accounting.nl@hexisgroup.com. It is the client’s responsibility to inform and maintain their email address in order to receive their invoices
4.3 Payment of invoices shall be made in advance, except in the event of special conditions of sale
within the maximum payment periods allowed by Dutch law .
4.4 The payment method accepted by HEXIS is bank transfer, credit card. Any other means of settlement will be considered after prior agreement by HEXIS.
4.5 Any delay in payment or non-payment on the agreed due dates will, automatically, without formality or formal notice, lead to the requirement of all sums due and the application of penalties equal to the statutory commercial interest rate from the date of settlement recorded on the invoice until full payment.
4.6 By way of a penalty clause, it is agreed that all remaining sums due will be increased by an amount of interest equal to the statutory commercial interest rate + 2 points and by 40 € for collection costs. If HEXIS uses an outside collection company, the costs incurred by the outside collection company will be automatically reflected (or rebilled) to the Customer.
4.7 These fees and penalties may be charged directly to Customer discounts where such discounts exist.
4.8 In the event of late payment, HEXIS may suspend all outstanding orders, without prejudice to any other route of action.
4.9 In the event of a material deterioration in the solvency of the Customer, as well as in the event of the cessation or pledge of all or part of the Customer’s business assets and even before the execution of the order, HEXIS reserves the possibility either to cancel the order or require payment in advance, or to request additional guarantees.
4.10 Any right of retention or compensation with receivables that the Customer may possibly have against HEXIS is expressly excluded.
5- DELIVERY TIMES
5.1 The delivery times are given only as an indication unless otherwise stipulated.
5.2 Any delays due to a case of force majeure as defined in Article 7 of these conditions or justified by a serious reason shall not justify a cancellation of sale, a refusal of goods or a request for damages, or even a deferment.
5.3 Delivery times are extended in the event of force majeure or a fortuitous event such as war, riots, local or national strikes, fire, water damage or machinery breakage or any other cause beyond the control of HEXIS or its suppliers. HEXIS will notify the Customer of the problems encountered in order to establish equitable alternatives together.
5.4 In case of late delivery, the goods will be delivered and invoiced under the initial conditions.
6- DELIVERY
6.1 The shipping costs will be borne by the customer, except for orders equal to or greater than €230 for which shipping is free, informing him before accepting the order of the exact amount thereof.
6.2 The purchased goods will be delivered to the person or company and to the address indicated, in the national territory of Netherlands within the time period indicated for each type of shipment.
6.3 Unless otherwise agreed in writing, the transfer of ownership and risk to the buyer for all the goods becomes effective upon delivery of the goods by HEXIS to the buyer’s forwarder or agent, independent of the conditions of carriage, the rules of settlement and the costs of carriage.
6.4 Liability being transferred to the purchaser once the goods are loaded for transportation, the purchaser is responsible for receiving the complete delivery or, failing that, for making a claim to the carrier if the delivery or part of the delivery is damaged or missing.
6.5 Due to damage that may occur during transport, the Customer must check the packages upon arrival. It is essential to check goods immediately upon receipt. In case of missing goods or damage or partial loss of the goods, the Customer must express reservations with the carrier on the delivery note and on the bill of lading. Any concealed damage must be communicated to the carrier within two weeks of receipt of the goods.
6.6 The receipt is deemed complete and in accordance with the order by the signature of the delivery note by the Client or one of its agents.
7- FORCE MAJEURE
7.1 “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves: [a] that such impediment is beyond its reasonable control; and [b] that it could not reasonably have been foreseen at the time of the conclusion of the contract; and [c] that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
7.2 In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions (a) and (b) under paragraph 1 of this Clause: (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo, sanction; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; (vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.
7.3 A party successfully invoking this Clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 60 days.
7.4 By exception, the Parties agree that the health crisis, as well as the war in Ukraine, although foreseeable, may constitute a case of force majeure if they are irresistible and external to a party
8- HARDSHIP
8.1 A party to a contract is bound to perform its contractual duties even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the conclusion of the contract.
8.2 Notwithstanding paragraph 1 of this Clause, where a party to a contract proves that: a) the continued performance of its contractual duties has become excessively onerous due to an event beyond its reasonable control which it could not reasonably have been expected to have taken into account at the time of the conclusion of the contract; and that b) it could not reasonably have avoided or overcome the event or its consequences, the parties are bound, within a reasonable time of the invocation of this Clause, to negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event.
8.3 Where paragraph 2 of this Clause applies, but where the parties have been unable to agree alternative contractual terms as provided in that paragraph, the party invoking this Clause is entitled to terminate the contract, but cannot request adaptation by the judge or arbitrator without the agreement of the other party.
9- RETURN/ GUARANTEES
9.1 Without prejudice to the arrangements to be made with respect to the carrier, claims for defects in production or for the non-conformity of goods delivered to the goods order or to the packing slip must be made by international consignments (TNT/DHL) within two weeks of receipt of the goods.
9.2 The Customer, to whom it is the responsibility to provide all supporting documents (including batch numbers), undertakes to leave HEXIS the ability to proceed with the finding of defects or anomalies and to remedy them; the Customer is prohibited from intervening, directly or indirectly, with the goods.
9.3 The goods shall not be taken back or exchanged except in the event of defects in the manufacture or non-conformity of the goods, as duly observed by a person from HEXIS. Any return of goods must be the subject of a formal, written agreement from HEXIS and sent, postage paid, to the address indicated by HEXIS.
9.4 No claim will be possible if the goods have been used or processed by the Customer or, in general, if they are no longer in the state in which they were delivered, from the moment when the manufacturing defects or non-conformities which are the subject of the claim may be detected before use.
9.5 In the event of a manufacturing defect or non-conformity of the delivered goods, duly recognised by HEXIS under the above conditions, the Customer may obtain, at the discretion of HEXIS, and subject to the conditions laid down in the HEXIS warranty documents, free replacement or refund of the goods, excluding any compensation or damages except in respect of goods benefiting from special guarantee conditions.
9.6 Returns of goods will not delay the payment of invoices on the due date.
10- RESERVATION OF OWNERSHIP
10.1 All deliveries are made subject to reservation of ownership until full payment of the price in principal and related charges. Payment means the effective receipt of the entire price, the delivery of a check or any other document that creates an obligation to pay not forming a payment.
10.2 In the event of non-payment or failure to comply with the payment terms, HEXIS may terminate the sale automatically by registered letter addressed to the Customer and may request the return of the goods at the Customer’s expense and risk. The loss or deterioration of the goods will be borne by the Customer in the event of termination of the sale.
10.3 HEXIS may unilaterally and immediately draw up an inventory of the unpaid goods held by the Customer, without the Customer being able to oppose it, and the Customer will also bear the costs of the litigation services as well as any legal and court costs. The goods thus held shall give rise to the payment of a depreciation allowance equal to 3% of the price including tax of the goods, per month of detention from delivery to return. The Customer will ensure that good identification is always possible. In-stock goods are assumed to correspond to the most recent deliveries (FIFO rule) and will be assumed to be the unpaid ones.
10.4 The Customer may resell the goods as part of the normal operation of its business. However, the Customer will lose this option in the event of cessation of payment or non-payment of the price on the due date. In particular, HEXIS reserves the right to claim from the third-party purchaser the price or part of the price that the third-party purchaser has not yet paid to the Customer.
10.5 Notwithstanding the application of the aforementioned articles, the transfer of risks to the Customer takes place as soon as the goods are handed over to the carrier.
11- CONFIDENTIALITY
11.1 All information communicated to the Customer or to one of its representatives, including but not limited to technical, industrial, commercial or financial information, whatever the form of communication, including in particular drawings, diagrams, descriptions and specifications, and related documentation, is confidential.
11.2 It is the responsibility of the Customer to take all necessary steps to ensure that none of this information is communicated or disclosed to a third party. Failure to comply with this obligation of confidentiality may result in termination of the contract, notwithstanding any damages.
12- INTELLECTUAL AND INDUSTRIAL PROPERTY
12.1 HEXIS retains ownership of patents, studies, plans, models and all documents issued or goods presented, including materials, ideas, data or other information relating to research and development activities, trade secrets or business affairs communicated to the Customer or known to the Customer in the context of a proposal, offer and/or contract.
12.2 These documents are confidential and the Customer shall not report, use, distribute or communicate them to third parties without the prior written permission of HEXIS.
13- LIABILITY
13.1 HEXIS’s liability cannot be incurred in any case in the event of the use of HEXIS goods which does not comply with the requirements set out in the Data Sheets. No complaint or claim for compensation for HEXIS goods, or for any damage to the media on which the HEXIS good was affixed or for its reconditioning, will be admissible in the event of non-conforming use.
13.2 In no event shall HEXIS be liable for any physical or material damage of any kind, which could be a direct or indirect consequence of improper adaptation of the good or its use which does not comply with the requirements of the HEXIS Data Sheet.
13.3 Given the excessive variability of processing tools and application methods, HEXIS cannot be held responsible for the results obtained by the Customer or the implementing conditions of HEXIS Goods.
14- PERSONAL DATA PROTECTION
Personal data provided by identified or identifiable natural persons and collected from the Customer are the subject of computer processing carried out by HEXIS. They are saved in its Customers file and are essential to the processing of its order. This personal information and data is also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable guarantees.
The data controller is HEXIS. Access to personal data will be strictly limited to the employees of the controller, who are authorised to process them because of their duties. The information collected may be communicated to third parties linked to the company by contract for the performance of outsourced tasks, without the Customer’s authorization being required.
In the performance of their services, third parties have only limited access to the data and are obliged to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the above cases, HEXIS shall not sell, rent, assign or give access to data to third parties without the prior consent of the Customer, unless it is required to do so by reason of a legitimate reason.
If the data are to be transferred outside the EU, the Customer will be informed and the guarantees taken in order to secure the data will be specified to the service provider.
In accordance with the applicable regulations, the Customer has a right of access, rectification, erasure and portability of the data concerning him, as well as the right to object to the processing for legitimate reasons, rights that it can exercise by contacting the Data Protection Officer at the following email address: rgpd@hexisgroup.com.
In the event of a complaint, the Customer may address a complaint to the Data Protection Officer or to the competent Dutch authority.
15- ELECTRONIC SIGNATURE
The Customer agrees that the Parties may use electronic signature via a platform and acknowledges that this electronic signature will have the same legal value as a handwritten signature as long as it meets the relevant legislation.
16- THE COMPETENT JURISDICTION AND APPLICABLE LAW
16.1 All disputes arising from the validity, interpretation and performance of these General Terms and Conditions of Sale are subject to Dutch law. All disputes and disagreements, whatever they may be, shall fall within the exclusive jurisdiction of Dutch courts, including in the case of multiple defendants, an interlocutory application or guarantee claim and even in the case of a different jurisdiction attributed on the part of the Customer.
16.2 Payment drafts or acceptances do not constitute a novation of or exemption from this clause which grants jurisdiction.
16.3 In the event of a dispute, prior to litigation, the parties agree to meet in order to find an amicable solution.
IMPORTANT NOTE
Online store subject to the e-commerce T&Cs:
www.hexis-graphics.com/nl/cgv-hexis-online