Article 1. Applicability of these general conditions:
1.1 These general trading conditions (‘the general conditions’) of Highlite International B.V, hereinafter referred to as ‘the Supplier’ apply to all quotations and sale contracts with a contracting party. Changes to any contract between the Supplier and a contracting party are not valid unless agreed in writing between the Supplier and the contracting party, hereinafter referred to as ‘the Customer’.
1.2 The applicability of any general terms and conditions of the Customer is hereby expressly excluded, unless expressly approved in writing by the Supplier.
1.3 All quotations have a term of validity of one month, unless the quotation specifies otherwise.
1.4 All quotations are submitted subject to unforeseen circumstances – at the discretion of the Supplier. All additional costs arising from these circumstances are payable by the Customer and will be invoiced separately.
Article 2. Contract:
2.1 Oral contracts shall only be valid if confirmed in writing by the Supplier. These contracts are also subject to these general conditions.
2.2 The Supplier is only bound by any contract once it has expressly confirmed in writing the specific contract. Any arrangements or agreements with subordinate members of its staff shall not be binding upon the Supplier, unless confirmed in writing by an authorised employee, as evidenced by the commercial register, or confirmed by the Supplier itself. In this context, subordinate members of staff are deemed by the Supplier to be any employee or associate who is not listed in the commercial register as a director or authorised representative.
2.3 Any contract concluded by or with the Supplier will end by operation of law, without requiring any notice of termination, and with an obligation upon the Customer to compensate all loss, costs and interest suffered by the Supplier, if the Customer:
a. dies or decides to wind up his company or business operations;
b. applies for a moratorium or an application for his bankruptcy is applied for or granted;
c. is subject to an attachment order on his movable and/or immovable property;
d. upon entering into the contract has made an incorrect or incomplete statement of facts, or has concealed circumstances known to him, insofar as said incorrectness, incompleteness or concealment is of such a nature that the Supplier would not have entered into the contract under the same terms or at all, had it known the actual circumstances.
Article 3. Quality and description:
3.1 The Supplier undertakes to the Customer to deliver the goods in conformity with the description, quality and quantity as further described in the quotation, or as is indicated in the sale contract.
Article 4. Packaging, shipping, delivery, shipping costs & Drop shipments:
4.1 The Supplier undertakes to the Customer to properly package the goods to be delivered, and to secure the goods in such a way that they reach their destination in good condition under normal transport conditions. The Customer will take out the customary transport insurance.
4.2 Unless agreed otherwise, deliveries are made from the warehouse in Kerkrade, the Netherlands, cash on delivery.
4.3 An agreed delivery time is not a strict deadline.
4.4 The current shipping costs can be found at: www.highlite.com/nl/delivery.
Shipping costs for goods larger/longer than 1.25 meters and/or heavier than 25 kg are available on request.
These will be given to the Customer upon ordering.
Export orders are subject to different shipping costs.
The possibility of drop shipment service is offered by the Supplier at no extra cost, unless the Customer needs this service as a frequent tool for his business model, in which case a fee for the drop shipment will be charged to the Customer. The cost involved will be notified to the Customer on request. A drop shipment can only be shipped within the Customer’s own country. For example, if the Customer lives in the Netherlands, its packages can be shipped within this region. This service is only available within the EU and only available if the Supplier’s forwarder has the service available for the desired region.
For more information regarding the conditions of the drop shipment service the Customer should contact the Supplier’s sales staff.
Article 5. Retention of title and purchasing risk:
5.1 The Supplier retains title to the delivered goods until the full payment of the purchase price, as well as of all the additional costs, and all outstanding payments due on previous contracts, regardless of whether these are already due and payable.
5.2 For as long as the goods are not yet the property of the Customer, the Customer is not authorised to dispose of these goods, or to encumber the goods in any (other) manner, and the Customer must handle these goods with the appropriate duty of care.
5.3 If there is reasonable doubt on the part of the Supplier with regard to the payment capacity of the Customer, the Supplier is entitled to postpone the delivery of the ordered goods until the Customer has offered such sufficient security for payment as the Supplier shall consider appropriate. Supplier. The Customer is liable for any loss suffered by the Supplier due to this delayed delivery.
5.4 The Supplier, or its authorised agent, shall at all times be entitled to enter the premises where the delivered goods are located, as long as the purchase price has not been paid. The Customer undertakes to assist in this regard, and hereby authorises the Supplier or its authorised representative accordingly.
Article 6. Right of retention:
The Supplier is entitled to retain all property which the Supplier has in his possession belonging to the Customer until the Customer has paid all its debts to the Supplier under the contract (or due to the non-performance of the contract).
Article 7. Force majeure:
7.1 The delivery term mentioned in Article 4 shall be extended by the period during which the Supplier is prevented from fulfilling its obligations due to causes occurring through no fault of its own or beyond its control.
7.2 If the delivery is postponed longer than two months due to force majeure, then either the Supplier or the Customer may terminate the contract. In that case, the Supplier is only entitled to compensation for any costs it has incurred.
7.3 The Supplier is not liable for any consequential loss arising from date-related failures in any delivered equipment.
Article 8. Warranty and Liability:
8.1 Any liability of the Supplier to the Customer for, or in connection with, failures in the delivered goods during the warranty period shall be limited to the repair or replacement of a defective good or a part thereof, free of charge, at the sole discretion of the Supplier.
The Supplier and its authorized service providers are not liable to the Customer for any special, incidental, indirect or consequential loss or damages whatsoever (including without limitation, damages for loss of revenue, business, profits, goodwill or contracts, business interruption or any other pecuniary loss), costs, expenses or other claims for compensation howsoever arising from the use of, or inability to use, a product, goods or associated equipment unless this is caused by any deliberate act or gross negligence on the part of the Supplier The warranty is only then applicable when no faulty use, faulty placement or faulty assembly of the delivered goods is identified by the Supplier.
8.2 The Supplier hereby warrants that all its DAP / Showtec / DMT / Artecta / Infinity products
are free from defects in materials or workmanship under normal use as intended for the product during the warranty period applicable to the product.
The Customer will receive for each item to which this is applicable a manufacturer’s warranty of 2 years.
The date of the Supplier’s invoice will be the effective starting date of the warranty for the invoiced items. It is the sole responsibility of the Customer to provide acceptable proof of purchase date and place at the time the service is requested. All warranty claims are judged under the terms of the warranty.
This warranty extends only to the original Customer, and is non-transferable to any party that subsequently purchases, leases or otherwise obtains the product from the original Customer.
8.4 Extended Warranty:
Within a period of one year after the date of the Supplier’s invoice, the Customer may use the invoice date of the first invoice from the Customer’s delivery to its customer of the delivered products, as the effective starting date of the warranty period, provided that the Customer submits to the Supplier an electronically generated invoice and a consignment note as proof of delivery of the products to the specific Customer. If no electronic invoice and consignment note are available, the date of the Supplier’s invoice will count as the effective date of the warranty for the invoiced items.
8.5 Limited Warranty:
8.6 Collection of warranty items:
In the first 6 months after the effective invoice date, the warranty, extended warranty and limited warranty includes the collection and returning by the Supplier of the items offered by the Customer to be handled under the warranty. Collection exceptions are set in Article 9 sections 2, 3, and 6.
After the first 6 months up to and including the 2nd year, the Customer is responsible for returning the items to be handled under the warranty. The Supplier will not be liable for any non-delivery of, or damage to, the returned items for which the shipping costs are borne by the Customer.
The Supplier is responsible for returning the items under warranty after service.
8.7 Cancellation & voidance of warranty:
A warranty, extended warranty and limited warranty shall be rendered void if:
8.8 Exclusions from warranty:
Excluded from warranty, extended warranty and limited warranty are:
8.9 Apart from the provisions regarding warranty in this article, the Supplier excludes any liability, insofar as such liability is not a mandatory liability imposed by law or otherwise. The liability of the Supplier to the Customer, for any reason whatsoever, shall not exceed the total purchase price for the relevant contract or the amount paid by the insurance company if applicable.
Article 9. RMA, Returns, Exchanges, Restocking fee & Repairs:
9.1 RMA, Return Merchandise Authorization Request Form:
For each item returned, regardless of the nature, a return order (RMA form) must be applied for.
A copy of this RMA form must be added to the return shipment. An RMA form is valid for 3 months after it has been issued. After expiration, the warranty conditions of the requested RMA form are subject to change.
No warranty service will be provided without an RMA form.
The Customer may request an RMA form from the Supplier’s Customer Service Department via email: [email protected] or on the Supplier’s website via the following link: https://www.highlite.com/en/returns/customer/
When requesting an RMA form the Customer shall provide the following information: customer number, article -number/description, invoice number, serial number and a brief description of the reason for the return.
Products returned without an RMA number will be refused and the Supplier will not accept the returned goods or any responsibility for such goods.9.2 Returns & Exchanges:
9.3 Return of Demo orders / items:
Demo orders are upon request and only possible after approval of the Supplier. Demo items remain the property of the Supplier. The date of the Supplier’s invoice of will count as effective starting date of the Demo period (14 days) for the invoiced items.
The cancellation period will expire after the aforementioned Demo period, then
switching to the applicable warranty, extended warranty or limited warranty and payment conditions. All shipping costs for Demo orders / items are payable by the Customer.
The requirements set out in section 2 of this article also apply to the return of demo orders / items.9.4 Restocking fee:
9.5 Excluded from Returns:
9.7 Non Warranty repairs:
The Customer will automatically receive a preliminary quotation for the repair of returned items in respect of which the warranty period has expired or has been rendered void or which items are excluded from the warranty.
All shipping costs for non-warranty repairs shall be borne by the Customer. No non-warranty repair will take place without the written approval of the Customer.More information regarding the non-warranty repair conditions will be provided to the Customer upon request.
The requirements set out in section 6 of this article 9.6 also apply to non-warranty repairs. All non-warranty repairs have a 30-day limited warranty, valid from the repair invoice date, on replaced parts and labour costs against defects in material and workmanship.The exclusions and limitations set out in the original limited warranty apply to the 30-day limited warranty.
Article 10. Complaints:
10.1 The Customer must inspect the delivered goods as soon as is reasonably practicable after delivery. The Supplier is not liable for any defect to the delivered goods unless written notice is given to the Supplier within 10 days of such date.
The quantity of any consignment of goods, as recorded by the Supplier upon dispatch from the Supplier’s place of business, shall be conclusive proof of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary.
The Supplier will not be liable for any non-delivery of goods unless written notice is given to the Supplier within 5 days of the date when goods should have been delivered in the normal course of events.
The limitations set out in section 1 of Article 8 apply to all complaints.
10.2 The Supplier is only obliged to take note of such complaint if the Customer has fulfilled all its obligations to the Supplier at the time that the complaint is filed, regardless of the contract between the Customer and the Supplier under which such an obligation arises.
10.3 Damage incurred during transportation must be reported to the Supplier within 1 working day upon receipt of the shipment.
It is the Customer’s responsibility to report this damage to the carrier upon receipt of shipment.
The Supplier will not be liable for any damage to the delivered items that the Customer has failed to report to the carrier.
10.4 Any return shipment must be made post-paid at all times. Return shipments must be accompanied with an RMA form indicating the reason for return shipment. Non-prepaid return shipments will be refused, unless otherwise agreed in writing.
10.5 Return shipments must be sent post-paid to the following address:
Highlite International B.V.
attn. Returns Department
Vestastraat 2 6468 EX Kerkrade The Netherlands
Article 11. Price and Payment:
11.1 The prices used are based on the time of the fixed costs prevailing for the offer. If these prices change, the Supplier will reserve the right to charge the prices prevailing on the date of delivery (for example relating to daily prices for aluminium, exchange rates, and the like). Costs not included in the purchase price, such as freight charges, will be charged separately
11.2 The Customer must transfer payment to the bank account stated on the invoice according to the payment terms and conditions agreed between the Supplier and the Customer, within the payment options available at the time of invoicing at the discretion of the Supplier, and at no cost to the Supplier, unless otherwise agreed on the order confirmation.
11.3 Failure to observe the payment period entitles the Supplier to charge default interest, without a demand letter being required for that purpose. This default interest amounts to 1% per month or the statutory commercial interest rate, whichever is higher. Any rights of the Customer to suspend payment, pay a discounted sum or effect a settlement is hereby excluded.
11.4 If the Customer fails to make payment on time and fails to comply with a notice of default with a one-week term in which to comply, or acts contrary to any clause in the contract, is found to have provided incorrect information, has been declared bankrupt, applies for a moratorium, or if goods owned by him are seized, or if he is placed under guardianship or otherwise loses the right to dispose of his property or part thereof, unless the receiver or administrator acknowledges the obligations arising from this agreement, the Supplier is entitled to terminate the sale contract by application to the court. In this case the Customer is liable in respect of any losses suffered by the Supplier including at any rate lost profit, costs of transportation and other costs.
11.5 If the Supplier, due to breach of the Customer’s payment obligations, proceeds to take extrajudicial measures, the costs hereof will be for the account of the Customer, with a minimum amount of Euro 250.00.
11.6 Overdue payments must be reported by the Supplier to the Dutch Credit Insurance Company.
Article 12. Intellectual property rights
12.1 Without prejudice to the other provisions of these general conditions, the Supplier reserves the rights and powers it is granted in the Dutch Copyright Act and other laws and regulations regarding intellectual property as well as intellectual property rights owned by the brands that the Supplier represents/exclusively represents.
12.2 All goods and/or documents sold and/or produced by the Supplier, of which the intellectual property belongs to the Supplier or that are owned by the brands that the Supplier represents/exclusively represents, such as but not limited to documents, advice, leaflets, images, agreements, quotations, designs, sketches, drawings, software, models, etc. are and remain the property of the Supplier (or its suppliers or producers, respectively) and are exclusively intended to be used for the purpose for which it is made available to the Customer. The goods and/or documents belonging to the Supplier (or its suppliers or producers) may not be used by the Customer for other purposes, copied, made public, reproduced, modified, changed, sold on, nor brought to the attention of third parties, without the prior written permission of the Supplier. The Customer is liable for all losses caused by or connected to any infringement of the aforementioned intellectual property rights.
Article 13. Resale on an online platform
Without prior written consent of the Supplier, the Customer is not permitted to sell the delivered goods on online platforms, such as but not limited to Marktplaats, Bol.com, eBay, Amazon, etc.
Article 14. Expiry period legal claims:
Legal claims against the Supplier must be instituted within 1 year after the Customer has first reported the relevant claim to the Supplier, failing which the Customer will forfeit any such right.
Article 15. Applicable Law and Choice of Forum:
15.1 All offers and contracts are exclusively governed by Dutch law.
15.2 Any disputes arising from or connected to any contract with the Supplier will be exclusively decided by the Court of Maastricht, notwithstanding the power of the Supplier to bring the dispute before the Court which is competent in the place of residence and/or place of business of the Customer or take provisional or protective measures at a different venue.