General Conditions

GENERAL TERMS AND CONDITIONS of GLEN DIMPLEX BENELUX B.V.

Registered with the Dutch Chamber of Commerce (KvK) North Netherlands under no. 16084292

Art. 1General

1.1In these general terms and conditions, “Glen Dimplex” refers to the private limited company Glen Dimplex Benelux B.V., established in (8448 CC) Heerenveen at the address Saturnus 8.

1.2These terms and conditions are applicable to all offers, deliveries and otherwise all agreements between Glen Dimplex and the party associated with it, hereinafter to be referred to as: “the other party”, unless explicitly stated otherwise in writing.

1.3The applicability of any general terms and conditions of the other party is explicitly rejected.

1.4In the event that any provision of these general terms and conditions would be wholly or partially invalid or would otherwise not be binding, then the legality and enforceability of the remaining provisions of these general terms and conditions shall in no way be affected or impaired thereby.

Art. 2Offers and quotations; conclusion of agreement

2.1All offers and quotations of Glen Dimplex are not binding, unless explicitly stated otherwise in writing.

2.2An agreement will come about when Glen Dimplex accepts a verbal or written order in writing. An agreement is also concluded when Glen Dimplex decides to execute an order.

2.3Upon or after entering into an agreement, Glen Dimplex is entitled to, before any (further) actions, demand sufficient guarantee from the other party that the (payment) obligations of the other party will be met or are met.

2.4Glen Dimplex is authorised to involve third parties for a proper execution of the agreement. Any costs thereof will be charged to the other party.

Art. 3Pricing

3.1All price lists provided by Glen Dimplex are not binding, unless explicitly stated otherwise in writing.

3.2In the event that, after the conclusion of the agreement, an increase occurs in one or more price-determining factors such as wages, premiums, material cost and changes in exchange rate, Glen Dimplex then reserves the right to charge to the other party a proportionate price increase.

Art. 4Delivery

4.1Glen Dimplex is responsible for transporting the products to be delivered to the other party under agreement with the other party, unless otherwise agreed upon in writing. The other party is obliged to enable Glen Dimplex to deliver the products to the other party on the delivery date agreed upon.

4.2Glen Dimplex is entitled to deliver an order in segments and to invoice the delivered products separately.

4.3Any delivery periods quoted by Glen Dimplex are estimates and shall not be regarded as deadlines, unless otherwise agreed upon in writing. If delivery periods are exceeded, the other party will not be entitled to dissolve and/or destroy the agreement and/or receive any compensation.

4.4The other party should notify Glen Dimplex of any dispute regarding the delivered products within eight days after delivery of the products, under penalty of forfeiture of the right to later state that the delivered products were not in accordance with the agreement.

Art. 5Payment

5.1Payment by the other party must have been concluded within 30 days after the invoice date, unless otherwise agreed upon in writing.

5.2With regard to the invoices sent by Glen Dimplex, the other party cannot appeal for suspensions or settlements.

5.3In case of non-payment within the period specified in paragraph 1, the other party will be in default and will owe a statutory interest without any further notice of default being required. Glen Dimplex will then be further entitled to demand immediate payment of all outstanding invoices and to suspend further delivery immediately. The other party will be obliged to reimburse all extrajudicial costs incurred by Glen Dimplex due to the failure of the other party to fulfil any of its obligations under an agreement.

5.4All payments made by the other party must first settle any interests and costs still due and, after that, any costs under the agreement that are claimable the longest, even when the other party states that a payment relates to a different claim.

5.5In case of liquidation, insolvency, bankruptcy or suspension of payment of the other party, the claims against the other party will be immediately due and claimable.

Art. 6Retention of title

6.1All products delivered by Glen Dimplex remain the property of Glen Dimplex until the other party has met all claims in full with regard to the services rendered in return by Glen Dimplex to the other party, pursuant to the products delivered or to be delivered under agreement or pursuant to such an agreement also in respect of services performed or to be performed by the other party, as well as any claims as a result of failure to comply with such agreements.

6.2Before ownership of the products is transferred from Glen Dimplex to the other party, the other party is not entitled to transfer ownership of the products to third parties, regardless of guarantee.

6.3The other party is obliged to provide Glen Dimplex or its authorised representative with access to the place or space where the delivered products subject to retention of title are located, in order to allow Glen Dimplex or its authorised representative to determine whether this place or space is suitable. To this end, the other party will lend full cooperation and, in case of failure to do so, will incur a penalty of 10% of the amount owed by the other party, claimable immediately, for each day it fails to provide Glen Dimplex with full cooperation.

6.4In case third parties wish to establish or assert rights to products subject to retention of title by Glen Dimplex, the other party is obliged to immediately notify Glen Dimplex of this and to inform the third party of Glen Dimplex's (property) rights.

6.5The other party is obliged to insure the products, for as long as these are not yet its property, at the minimum against the risks of fire and theft under the usual conditions, at its own expense.

Art. 7Force majeure

7.1The other party cannot demand Glen Dimplex to fulfil its obligations when the non-fulfilment or untimely fulfilment by Glen Dimplex is in any way directly or indirectly caused by or a result of force majeure.

7.2Force majeure means circumstances that impede the fulfilment of the obligations and that cannot be attributed to Glen Dimplex and for which Glen Dimplex cannot be held financially responsible by virtue of law, a legal act or generally accepted standards. Force majeure includes, but is not limited to, the following events and/or situations: decisions or measures of any government, the continued absence of required permits or other formalities of governments of any nature, labour disputes, lack of staff, shortage of raw materials or parts, lack of or delays in transportation, theft, property loss or destruction or damage to company assets or data and the inadequate or untimely performance of suppliers and other contractors of Glen Dimplex. Furthermore, force majeure also includes circumstances that impede Glen Dimplex's fulfilment of its delivery obligations. This also includes failure to meet the quality requirements demanded by Glen Dimplex for products to be supplied by third parties.

7.3Glen Dimplex is also entitled to invoke force majeure if the circumstance that impedes (further) fulfilment occurs after Glen Dimplex should have fulfilled its obligations.

7.4If Glen Dimplex is unable to fulfil its obligations towards the other party due to force majeure, Glen Dimplex is entitled to terminate the agreement out of court, unilaterally by registered letter, either in full or in part, without the other party being entitled to any compensation. If the impediment to Glen Dimplex's fulfilment due to force majeure continues for over two months, the other party is entitled to terminate the agreement out of court by registered letter, in which case the other party is not entitled to claim any compensation.

Art. 8Liability

8.1Glen Dimplex is not liable for damages caused by its own conduct and/or the behaviour of persons involved by Glen Dimplex, unless these damages are the result of intent or gross negligence by Glen Dimplex.

8.2Glen Dimplex is not liable for improper use and/or incorrect installation by third parties of products supplied by Glen Dimplex, nor for damages resulting from using the products for purposes other than those for which they are suitable according to objective standards and/or instructions such as those supplied with the products.

8.3Glen Dimplex is not liable for indirect damages, including, but not limited to, consequential damages, loss of profit, lost savings and damages arising from lost productivity.

8.4The liability of Glen Dimplex is at all times limited to the amount paid by the liability insurer of Glen Dimplex, which can be increased by the applicable coinsurance. In case the insurer does not pay out for any reason, or if the damage is not covered by the insurance, the liability of Glen Dimplex shall be limited to the net invoice value of the delivered goods.

Art. 9Warranty

9.1Glen Dimplex guarantees that all delivered products are of good quality, are free of basic defects in the materials used, are complete and suitable for their intended purpose and meet the legal requirements and government regulations of the country of destination for the period specified in paragraph 2, subject to the following conditions:

A.All instructions provided by Glen Dimplex with regard to installation, use and maintenance have been strictly adhered to;

B.The products have been used only for their intended purpose;

C.Repairs to and/or modifications in the products have been performed only by Glen Dimplex or, after consultation, by a third party authorised by Glen Dimplex;

D.The condition of the product has not been altered;

E.The product is the property of the first end-user (the warranty becomes void after resale of the product by the first end-user to another);

F.All that is claimable by Glen Dimplex under agreement with the other party has been paid in full;

G.The product has been used for domestic purposes, hence not professionally, unless otherwise agreed upon.

9.2The warranty referred to in paragraph 1 applies to all products supplied by Glen Dimplex for a period of 24 months starting from the date on which the first end-user purchased the product from the other party, nevertheless, for no longer than a period of 36 months from the production date. The latter time limit does not apply to products with the Carmen and EWT brands.

Art. 10Suspension and termination

10.1Glen Dimplex is entitled to suspend the fulfilment of the obligations under the agreement or otherwise dissolve the agreement with the other party unilaterally by means of a registered letter, without prior notice being served and without judicial intervention, without the other party being entitled to any claims of compensation, if;

  • A.The other party appears not to be creditworthy prior to the time of delivery;
  • B.The bankruptcy or suspension of payment of the other party is announced, the other party voluntarily or involuntarily enters into liquidation or a similar situation, including the situation in which it loses control over a significant part of its assets or it suspends its business;
  • C.The other party is put under legal control or guardianship;
  • D.There are culpable shortcomings in the fulfilment of any obligation within the scope of the agreement on behalf of the other party and a reasonable period to still fulfil this obligation satisfactorily is left unused.

Art. 11Applicable law and competent court

11.1All legal disputes between Glen Dimplex and the other party are exclusively governed by Dutch law.

11.2The provisions of the Vienna Sales Convention do not apply as international regulations regarding the purchasing of chattel and thus both parties are excluded from these.

11.3All disputes arising from or in connection with the execution of any agreement between Glen Dimplex and the other party shall be settled exclusively by the competent court in the jurisdiction of North Netherlands.