General Terms and Conditions SKOR

These general terms and conditions apply to all offers, quotations, agreements, deliveries, and other services of DSC B.V., trading under the name SKOR, located in Almelo, hereinafter referred to as: "SKOR", expressly including repair and maintenance activities.

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Article 1 (Applicability)

  1. These General Terms and Conditions apply to all offers, quotations, agreements, deliveries or other services by or with DSC B.V., trading under the name SKOR, located in Almelo, registered in the Trade Register of the Chamber of Commerce under number [08164201], explicitly including repair or maintenance work (hereinafter: "SKOR").
  2. SKOR explicitly rejects the applicability of any General Terms and Conditions used by the customer.
  3. The nullity or voidability of one or more provisions in these General Terms and Conditions does not affect the validity of the remaining provisions. With regard to these provision(s), legal conversion takes place in accordance with Article 3:42 of the Dutch Civil Code.
  4. In the event that one or more provisions in these General Terms and Conditions are deviated from, the other provisions remain fully applicable. Only deviations agreed in writing between SKOR and the customer are valid.
  5. The applicability of the Vienna Sales Convention is excluded from all legal relationships in the broadest sense of the word between SKOR and the customer.

Article 2 (offers, quotations and prices)

  1. All offers and quotations from SKOR are without obligation, even if a term for acceptance thereof is included therein.
  2. All prices in quotations or offers are subject to change, unless expressly agreed otherwise in writing. All quoted prices or offers are net, excluding: VAT, import duties, other taxes, levies and duties, costs of loading and unloading and transport, packaging costs, assembly and installation costs, commissioning costs, unless expressly stated or agreed otherwise. A composite price quotation does not oblige SKOR to deliver a part of the goods or services mentioned in the offer or quotation at the stated (partial) prices.
  3. SKOR is entitled, among other things, to pass on increases in wages, raw material prices, transport costs, exchange rates, insurance premiums and government levies, including taxes, import duties and the like, to the customer, which have arisen after the quotation or offer has been issued, for those activities, deliveries or services that still have to be performed or delivered by SKOR at the time such increases take effect.

Article 3 (conclusion of the agreement and subsequent amendments)

  1. The agreement between SKOR and the client only comes into effect after SKOR has confirmed acceptance of the offer or quotation in writing or electronically to the client by means of an order confirmation, and that confirmation originates from the management or another person authorized to do so. As long as SKOR has not confirmed acceptance in writing to the client, SKOR may revoke or amend the offer or quotation.
  2. If a revocation or amendment as referred to in paragraph 1 (second sentence) of this article leads to a new offer or quotation from SKOR, the provisions of Article 2 and paragraph 1 of this article shall apply mutatis mutandis.
  3. If the client's acceptance includes reservations or amendments to the offers or quotation, or refers to different (general) terms and conditions, the agreement shall, notwithstanding the preceding paragraphs, only come into effect if SKOR has also confirmed in writing to the client that it can agree to them completely, fully and without reservation.
  4. Changes to agreements that have been concluded and deviations from these General Terms and Conditions after their conclusion are only valid if they have been agreed upon in writing between SKOR and the client.
  5. SKOR is authorized to pass on to the client increases as referred to in Article 2 paragraph 3 that occur within three months after the conclusion of the agreement. If SKOR passes on such an increase within this period, the client is only authorized to dissolve the agreement if there is a total price increase of 10% of the total agreed purchase price.
  6. If four months elapse after the date on which the agreement was concluded and its fulfillment by SKOR has not yet been completed, an increase in the cost-determining factors may be passed on to the client. Payment of this price increase shall take place simultaneously with payment of the principal sum or the last installment.
  7. The right of dissolution as referred to in paragraph 5 does not exist if it concerns passed on increases in cost-determining factors.
  8. In the event that the agreement as referred to in this article is concluded with multiple clients, these clients are all jointly and severally liable to SKOR in all cases, if the obligations to SKOR are not or only partially fulfilled by one of the clients.

Article 4 (quality, description, responsibilities and order confirmation)

  1. SKOR shall make every effort to deliver to the client the goods or services as described in the order confirmation, this also applies to the quality and quantity to be delivered. The content of the order confirmation sent by SKOR is decisive. SKOR is not obliged to reimburse any costs associated with the engagement of third parties by the client to inspect goods or services placed or delivered by SKOR, unless otherwise agreed between the parties.
  2. The client must immediately, but no later than within 24 hours, after the day on which the order confirmation was sent by SKOR, notify SKOR in writing of any changes and/or additions to the sent order confirmation, failing which the sent order confirmation shall serve as the basis for the obligation(s) of SKOR towards the client referred to in paragraph 1. If SKOR has already commenced execution of the accepted offer or quotation, costs associated with a change and/or addition by the client shall be borne by the client.
  3. Samples or models shown to the client, including but not limited to photographic material, sketches and technical descriptions, are provided for indicative purposes only, without SKOR's deliverables being required to conform to them.
  4. The client cannot derive any rights from statements made by SKOR regarding (technical) product specifications, data as stated in brochures, catalogues or other informational documents, unless the same data are included in the concluded agreement or in the order confirmation referred to in paragraph 1 and the opposite is explicitly stated therein.
  5. Minor deviations in quality, colour, execution, weight, size, quantities and the like of the goods delivered by SKOR do not give the client any grounds to dissolve the concluded agreement (partially or otherwise) or to suspend its payment obligation, nor does this justify a reduction of the purchase price due therefor.
  6. If the client provides material or parts for further finishing, assembly or installation, SKOR is only responsible for proper finishing, assembly or installation, but never for the materials or parts themselves.
  7. SKOR accepts no responsibility or liability for designs, sketches, diagrams and the like made by or on behalf of the client, nor for materials or parts explicitly prescribed by or on behalf of the client. The client indemnifies SKOR against claims from third parties arising therefrom, including claims based on intellectual property rights.
  8. The client is obliged to provide the necessary/required cooperation without delay, such that SKOR can fulfil its obligations arising from the agreement between the parties, including explicitly providing free access to/in places or buildings in the broadest sense of the word.
  9. SKOR is at all times – without prior consultation or approval from the client being required – permitted to have the concluded agreement executed in whole or in part or with the help of third parties engaged by it, or to transfer its rights or obligations arising from the agreement concluded with the client to a third party.
  10. SKOR is not liable for damage due to death or bodily injury, any consequential damage or damage from any other cause related to the (defective nature of the) materials or parts made available by or on behalf of the client for further processing or assembly, regardless of processing or treatment thereof by SKOR or third parties, unless there is intent or gross negligence on the part of SKOR. The client fully indemnifies SKOR against all claims for compensation of damage from the client's personnel or third parties.

Article 5 (delivery times, delivery, handover and risk)

  1. The delivery periods specified by SKOR are not strict deadlines and are approximate. The mere expiry of these periods does not constitute default on the part of SKOR, and the client cannot terminate the agreement or suspend payment obligations. In the aforementioned cases, prior and proper written notice of default is required, specifying a minimum (repair/delivery) period of 21 days. Exceeding the agreed delivery time does not in any case entitle the client to compensation, unless otherwise agreed in writing.
  2. When determining the delivery time, SKOR assumes that it can execute the order under the circumstances known to it at that moment.
  3. The delivery time commences when agreement has been reached on all technical details, all necessary data, definitive drawings, etc., are in SKOR's possession, the agreed (installment) payment has been received, and the necessary conditions for the execution of the order have been met.
  4. Delivery takes place ex-warehouse of SKOR or of the third party(ies) engaged by SKOR, unless expressly agreed otherwise in writing.
  5. Delivery is deemed to have taken place at the moment the goods to be delivered are ready for the client in SKOR's warehouse / storage facility or that of the third party(ies) engaged by SKOR, and this has been communicated and confirmed to the client by SKOR in writing or otherwise.
  6. From the moment referred to in paragraph 5, the delivered goods are deemed to be in the client's possession and are at their expense and risk.
  7. If delivery does not take place in accordance with the provisions of paragraph 5 of this article, the goods will be delivered / supplied at the agreed place or places in the manner specified in the offer or order confirmation or subsequently agreed upon between the parties in writing. During transport, the goods to be delivered are not insured by SKOR and are / come at the expense and risk of the client. The client must insure the risk during transport themselves.
  8. In the event that delivery takes place in accordance with the provisions of paragraph 7, the costs for delivery or supply – including, but not limited to, transport costs – shall be entirely at the expense of the client, and the provisions of the preceding paragraphs of this article shall apply mutatis mutandis.
  9. If – outside of the situation referred to in Article 8 paragraph 1 – due to circumstances not attributable to SKOR, the goods to be delivered cannot be delivered or cannot be delivered on time in accordance with the provisions of paragraph 7, SKOR is entitled to (have) these goods stored at the expense and risk of the client, whether or not with third parties.
  10. SKOR is entitled to deliver in installments (partial deliveries) and to invoice these separately to the client, without SKOR being in default.

Article 6 (assembly activities)

  1. If and insofar as applicable, SKOR will install the goods at the customer's premises on a date previously agreed upon by the parties. The Additional Installation Conditions SKOR also apply to the installation.
  2. The customer will ensure that the required technical and spatial facilities, as well as the electrical and other connections, are ready before the delivery date. Furthermore, the customer will ensure that the installation site and access thereto are suitable for the installation, use and transit of the goods. The customer must ensure that all permits, exemptions and other decisions necessary for carrying out the work have been obtained in good time.
  3. Before the start of the installation, the customer must indicate to SKOR where the goods are to be installed, or ensure that an authorized person is present at the time of installation who can provide instructions on site. If the location for the installation of the goods has not been determined before installation, SKOR will install the goods at its own discretion at the customer's risk.
  4. At the end of the installation, a representative of the customer must be present who is authorized to check the completion together with the installer. This will then be recorded on the packing slip.
  5. The work is in any case considered completed when:
    a. the customer has approved the work;
    b. the work has been put into use by the customer. If the customer puts a part of the work into use, that part is considered completed;
    c. SKOR has informed the customer in writing or electronically that the work has been completed and has sent the packing slip to the customer, and the customer has not notified SKOR in writing within 48 hours of the notification whether or not the work has been approved;
    d. the customer does not approve the work due to minor defects or missing parts that can be repaired or delivered within 30 days and which do not hinder the use of the work.
  6. If the customer does not approve the work, he is obliged to notify SKOR in writing, stating the reasons.
  7. If the customer does not approve the work, he will give SKOR the opportunity to redeliver the work. The provisions of this article will then apply again.
  8. The customer will ensure that SKOR can carry out its activities undisturbed and at the agreed time and that it will have the necessary facilities available during the execution of its activities.
  9. The customer is liable for all damage resulting from loss, theft, fire or damage to tools, materials and other property of SKOR located at the place where the work is carried out.
  10. If the customer fails to fulfill his obligations as described in the previous paragraphs and this results in a delay in the execution of the work, the work will be carried out as soon as SKOR's planning allows. In addition, the customer is liable for all resulting damage to SKOR.

Article 7 (requesting security and suspension)

  1. If SKOR has reasonable doubt about the customer's ability to pay or solvency, SKOR is authorised to suspend the delivery or execution of work as referred to in articles 5 and 6 until the customer has provided SKOR with sufficient security for the fulfilment of his (payment) obligations.
  2. Whether the securities offered by the customer as referred to in paragraph 1 are sufficient is at SKOR's discretion. The customer is liable for any damage suffered by SKOR due to this delayed delivery.

Article 8 (Storage, Suspension and Right of Retention)

  1. If the client refuses to accept the delivered goods or refuses to cooperate with their delivery, SKOR is authorised to store these goods at the client's expense. The storage costs will amount to a minimum of €2.50/m2/per week. SKOR will notify the client of the storage in writing or otherwise as soon as possible thereafter. Stored goods as referred to in the first sentence shall be deemed to have been delivered or brought to the client and shall be at the client's risk from the moment of storage. Payment for the storage costs must be made before the date on which the products are redelivered.
  2. In the event that SKOR applies the provisions of paragraph 1, both the invoice for the storage costs and the invoice for the delivered goods shall be immediately and fully due and payable. For each day - after the notification as referred to in paragraph 1 of this article has taken place - that the client refuses to actually accept the ready goods, the client shall owe, in addition to the storage costs as referred to in paragraph 1 of this article, a penalty of €100 per day up to a maximum of €10,000. SKOR is authorised to demand compliance with all payment or acceptance obligations as well as the already due penalty and costs, without prejudice to SKOR's right to additional compensation.
  3. SKOR is authorised to suspend its obligation to hand over the stored goods until the due invoices and the due penalty and costs as referred to in paragraph 2 of this article have been paid in full by the client and also until all due claims of SKOR arising from previous or later agreements, or from other grounds, have been paid, explicitly including all claims of SKOR due to the client's failure or improper performance.
  4. If goods are offered to SKOR for repair or maintenance, SKOR is authorised to suspend the obligation to hand over those goods until the due invoices for these activities have been paid in full, as well as until everything that the client has paid on the basis of previous or later agreements or on other grounds, explicitly including all claims of SKOR due to the client's failure or improper performance.
  5. If SKOR has goods of the client in its possession on other grounds, it is also authorised to suspend the obligation to hand over those goods until the client has fulfilled all due claims that SKOR - whether or not by virtue of the provisions of this article - has on the client.
  6. The right of retention accruing to SKOR by virtue of this article shall also remain in force if circumstances as referred to in Article 14 paragraph 2 of these terms and conditions occur.
  7. If the client otherwise, for whatever reason, fails to fulfil its obligations towards SKOR or if the dealer in any way fails to comply with the dealer terms and conditions, SKOR is also entitled to suspend the delivery of goods or to exercise its right of retention in accordance with the provisions of the preceding paragraphs of this article. In addition, SKOR is entitled to terminate the agreement or to dissolve it (partially).

Article 9 (non-attributable shortcoming)

  1. SKOR has the right to suspend the fulfillment of its obligations arising from the agreement and these General Terms and Conditions if, due to circumstances that could not have been foreseen at the time the agreement was concluded and that are beyond its control, it is temporarily prevented from fulfilling its obligations. The delivery period mentioned in articles 5 and 6 or the agreed period for the delivery of goods as well as for the provision of other services by SKOR will be extended by the period during which SKOR is prevented from fulfilling its obligations due to force majeure.
  2. Force majeure on the part of SKOR exists if, after the conclusion of the agreement as referred to in Article 3, SKOR is prevented from fulfilling one or more obligations from the concluded agreement or from its preparation as a result of (both domestically and abroad): war, threat of war, civil war, riot, molestation, fire, water damage, flood, strike, occupation, lockout, import and export restrictions, government measures, defects to machinery, disruptions in energy supply, delays during transport, unworkable circumstances, all both at SKOR's company and at third parties from whom SKOR must obtain the necessary materials or raw materials in whole or in part, as well as during storage or during transport, whether or not under its own management, and furthermore all other causes arising outside SKOR's fault or risk sphere and facts and circumstances where SKOR cannot reasonably be expected to fulfill its obligations.
  3. If, due to force majeure, the delivery of goods or other services is delayed by more than two months, both SKOR and the customer are entitled to consider the agreement terminated by means of a written termination notice addressed to the other party. The agreement is terminated at the moment that the written termination notice referred to in the first sentence has reached the other party. In that case, notwithstanding the provisions of the following paragraphs, SKOR is only entitled to reimbursement of the costs incurred by it up to the moment the termination notice has reached the other party.
  4. If, due to force majeure, the remaining goods already ordered by SKOR or services to be provided by SKOR are delayed by more than two months, the customer is nevertheless obliged to pay SKOR the agreed remuneration / the invoices relating thereto for the goods or services already delivered or performed by SKOR, as well as for that part of the work or goods that can no longer be completed or made ready for delivery due to that force majeure until the moment the force majeure occurred.
  5. SKOR is not entitled to suspension if fulfillment is permanently impossible or if a temporary impossibility has lasted for more than six months. The agreement can then be dissolved for that part of the obligations that has not yet been fulfilled. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.

Article 10 (Warranty)

  1. SKOR guarantees the proper execution of the agreed performance. SKOR provides a warranty on construction and material defects of the goods supplied by it, as well as on any assembly errors made by its technicians for goods supplied and installed by it. SKOR guarantees proper execution in accordance with the applicable warranty periods as stated in the SKOR Warranty Conditions. The warranty only applies provided that the item has been correctly installed and properly maintained by the customer.
  2. The warranty period commences on the day after delivery or installation of the item, unless the customer has informed SKOR in writing of (visible) defects related to the assembly of the item within 48 hours of delivery or installation, all at SKOR's discretion. SKOR is not responsible for checking and the completeness of the goods supplied by it. The customer will inspect the item himself after delivery and/or installation, at the customer's own expense.
  3. SKOR's warranty obligation pursuant to article 10 paragraph 1 consists of, at SKOR's discretion, repairing/replacing the delivered item or (partially) crediting the invoice, or re-performing the assembly work and/or correcting the assembly error to the best of its ability. The customer must in all cases give SKOR the opportunity to repair any defect and/or re-perform assembly work.
  4. The customer is only entitled to invoke these warranty conditions if it has fulfilled all its obligations towards SKOR arising from the contractual relationship between the parties.
  5. The warranty provided by SKOR explicitly excludes "cosmetic" defects such as surface cracks, scratches, dents, discoloration and/or fading, as well as wear and tear from normal use, damage resulting from vandalism, unauthorized and/or abnormal use, an accident, exposure to extreme weather conditions, immersion in salt or chlorinated water, lack of maintenance or other improper use, or after the customer has carried out (or had carried out) repair and/or restoration work himself, or coating breakage due to mechanical impact, all at SKOR's discretion.

Article 11 (liability)

  1. Apart from its liability under the warranty provided in accordance with Article 10, SKOR is only liable for damages suffered by the customer or third parties that are directly and exclusively the result of intent or gross negligence on the part of SKOR or its managing subordinate(s) or third party(ies) engaged by it, with due observance of the provisions below.
  2. Only damages for which SKOR is insured and only to the extent that the insurance company pays out, or reasonably should have been insured given the practices applicable in SKOR's industry, are eligible for compensation. If SKOR's insurer does not pay out, SKOR's liability is limited to the net invoice amount stated in SKOR's order confirmation to the customer, with a maximum of € 25,000.00. In addition, the following limitations and situations apply in which there is in no case intent or gross negligence as referred to in paragraph 1:
    a. SKOR is never liable for damage or defects to or caused by the goods delivered by it, resulting from: the (un)skilled use or the possible unsuitability of those goods themselves, as well as for the use of specific goods, materials, parts or constructions that - whether or not deviating from the applicable regulations - are expressly prescribed by or on behalf of the customer, or made available by the customer to SKOR or to third parties engaged by it;
    b. SKOR is never liable for damage to the customer or third parties that, directly or indirectly, results from the fact that the advice provided verbally or in writing by or on behalf of SKOR has not been followed, not followed in time or not properly by the customer, its representative or third parties;
    c. in case of verbal information provided by or on behalf of SKOR, it is never liable for damage resulting from misunderstandings or incorrectly conveyed information;
    d. so-called business or consequential damage (including business interruption, other expenses, loss of income, etc.), regardless of the cause, are not eligible for compensation. The customer must, if desired, insure against this damage;
    e. the damage to be compensated by SKOR will be mitigated if the price or fee to be paid by the customer is small in proportion to the extent of the damage suffered by the customer.
  3. The customer is obliged to indemnify SKOR, as well as the third party(ies) engaged by it, against any claims by third parties for compensation of damages resulting from the use or application of the delivered goods or services.
  4. If the customer fails to fulfill one or more obligations arising from the agreement concluded with SKOR or these General Terms and Conditions, not in time or not properly, the customer is - without further notice of default - in default and fully liable for all damage that SKOR and the third party(ies) engaged by it suffer as a result, without prejudice to SKOR's other rights and powers under the Law or under these General Terms and Conditions.

Article 12 (Advertisements)

  1. Complaints are understood to mean: a claim by the customer that the goods delivered or services rendered by SKOR do not conform to the agreement entered into, including visible and non-directly visible defects in the delivery.
  2. In the event of delivery or dispatch in accordance with Article 5, paragraph 6, the customer is obliged to immediately check all delivered or dispatched goods, including packaging, upon delivery or dispatch for external shortcomings, damage and other visible defects, and as soon as possible thereafter, being within 48 hours of delivery and dispatch, to check for non-directly visible defects.
  3. If the goods delivered or dispatched as referred to in paragraph 2 are to be installed or assembled by SKOR before they can be put into use, the customer is obliged to carry out the inspection for external/visible defects referred to in paragraph 2: immediately after the installation or assembly is completed, and as soon as possible thereafter, to check those goods for non-directly visible defects.
  4. If delivery takes place in accordance with Article 5, paragraph 5, the customer is obliged to carry out the checks referred to in paragraph 2 of this article within 24 hours after SKOR has sent a written or unwritten notification as referred to in Article 8, paragraph 1 to the customer.
  5. The customer is obliged to notify SKOR in writing of any complaints arising from the checks as referred to in paragraphs 2 and 3 of this article with regard to visible defects within 48 hours of delivery, dispatch or completion of installation or assembly, and with a clear description of the defects or complaints. SKOR is not obliged to process complaints as referred to in the first sentence that are submitted after the 48-hour period has expired.
  6. With regard to non- (directly) visible defects in the delivered or dispatched goods, the customer must submit complaints in writing to SKOR within 48 hours after these defects have been discovered by the customer or should reasonably have been discovered. The provisions of paragraph 5, last sentence apply mutatis mutandis.
  7. Non- (directly) visible defects as referred to in the preceding paragraphs are understood to mean: defects resulting from construction, specification or design errors, which errors lead to the customer no longer being able to use the delivered goods for the purpose for which they were purchased and which were not visible within the periods stated in paragraphs 2 to 5 above.
  8. Complaints submitted to SKOR in a timely (and correct) manner do not give the customer the right to suspend or set off payment of the purchase price / fee, nor the authority to dissolve the agreement entered into, in whole or in part.
  9. If SKOR and the customer disagree whether a complaint submitted to SKOR by the customer in a timely and correct manner is justified, this will initially be submitted to an expert to be appointed by SKOR. The costs of engaging the expert shall be borne by the party that is (for the most part / predominantly) found to be in the wrong by this expert.
  10. In the event that the complaint is declared justified by SKOR or by the expert referred to in paragraph 9, SKOR is only obliged to supply replacement goods or comparable (new) services, or to credit the invoice upon return of the purchase price, all at the discretion of SKOR. Returns are not permitted without the prior consent of SKOR, nor do they automatically oblige SKOR to replace, repair or credit.
  11. Any legal claims and defences based on submitted complaints must – on pain of forfeiture of this right – be instituted within one year after the complaint has been submitted or the expert has given his final / conclusive opinion as referred to in paragraph 9. Article 11 shall then apply mutatis mutandis.

Article 13 (payment)

  1. Delivery shall be made cash on delivery or with (partial or full) prepayment, unless the parties have expressly agreed otherwise in writing. If the parties have agreed otherwise with regard to payment, payment shall be made no later than 30 days after the invoice date to a bank or giro account designated by SKOR, at SKOR's discretion.
  2. The customer is not entitled to deduct or set off any amount from the payments due to a counterclaim made by him.
  3. In the event that payment is to be made in cash upon delivery, the customer shall be in default, without any notice of default being required, from the first day following the day on which the delivery took place. If SKOR has stored the goods pursuant to the provisions of Article 8, paragraph 1, the customer shall be in default, without notice of default, from the day on which SKOR sent the written notice regarding the storage.
  4. Payment by the customer is only completed when the full amount due has been credited to the bank or giro account designated by SKOR or – in the case of cash payment – when the full amount (including costs charged by SKOR) has been paid to SKOR. The customer shall be in default, without any notice of default being required, from the first day after the agreed or applicable payment term has expired.
  5. From the first day that the customer becomes in default pursuant to the preceding paragraphs of this article, he shall owe a contractual interest equal to the then applicable statutory commercial interest on the amount due for delivered, supplied or stored goods for each month or part thereof by which the due date is exceeded.
  6. If the customer does not fulfill his payment or acceptance obligations in a timely or complete manner and is therefore in default, SKOR is authorized to dissolve the concluded agreement without judicial intervention. In that case, the customer is liable for the damage suffered by SKOR, including loss of profit and transport costs.
  7. If SKOR takes extrajudicial measures when the customer is in default, which expressly also includes summonses, further reminders or collection measures taken by or on behalf of SKOR itself, the costs thereof shall be borne by the customer. The extrajudicial costs amount to at least 15% of the invoice amount, with a minimum of € 150. If SKOR incurs legal collection costs, the actual collection costs incurred by SKOR shall be fully borne by the customer.
  8. SKOR always has the right – both before and after the conclusion of the agreement – to demand security for payment from the customer or to demand prepayment. Article 7 applies mutatis mutandis.

Article 14 (retention of title)

  1. All goods delivered or to be delivered will remain the property of SKOR until the customer has paid the agreed price and fulfilled all other obligations arising from this article - stemming from agreements concluded earlier or later with SKOR.
  2. If the customer is also in default in accordance with article 13 or fails to actually take delivery of the goods as referred to in article 5, the goods will remain the property until the interest in accordance with article 13 paragraph 5 has also been paid in full or the penalty or storage costs in accordance with article 8 paragraph 2 or the extrajudicial costs in accordance with article 13 paragraph 7 have been paid in full.
  3. If SKOR has also performed services for remuneration within the framework of the concluded agreement, the delivered goods will remain the property of SKOR until the customer has (also) paid all related and due claims, including claims due to non-performance or improper performance.
  4. As long as the ownership has not yet transferred to the customer in accordance with the preceding paragraphs, the customer is not authorized to wholly or partially alienate the delivered goods, pledge them to third parties, or otherwise encumber them with third-party rights.
  5. From the moment the customer is in default in accordance with article 13 or SKOR has good reason to fear that the customer will become in default, SKOR is authorized to reclaim and collect the goods delivered to the customer, without prior notice of default. The customer is obliged to immediately return these goods to SKOR upon SKOR's first request and to provide the necessary/required cooperation for this, including explicitly providing free access to/in places or buildings in the broadest sense of the word. The costs associated with this return are entirely for the account of the customer. After repossession, the customer will be credited for the market value, which will in no case be higher than the originally agreed price less the costs associated with that repossession as well as damages suffered by SKOR.
  6. If the customer forms a new item from or partly from the goods referred to in this article and acquires full ownership thereof, or if a community arises on that new item and the customer becomes a participant therein, the customer is obliged upon SKOR's first request to grant SKOR a non-possessory (silent) pledge on that item, all with due observance of the legal requirements for its establishment as referred to in article 6:237 paragraph 1 of the Dutch Civil Code, as further security for all claims of SKOR against the customer that do not fall under the retention of title based on this article. The costs for the establishment of the pledge mentioned in the first sentence are for the account of the customer, unless expressly agreed otherwise in writing.
  7. The provisions of paragraph 6 of this article apply mutatis mutandis to delivered goods that have been transferred to the customer in ownership in accordance with the provisions of the preceding paragraphs of this article.
  8. As long as the ownership of the delivered goods has not yet transferred to the customer, but the customer has already obtained actual control thereof in accordance with the provisions of article 5, the customer is obliged during that period to ensure that those goods remain in the same condition and quality as they were at the time of delivery, and to ensure that these goods are and will remain identifiable in favor of SKOR's right of ownership.
  9. The obligation referred to in paragraph 8 applies mutatis mutandis in the situation as referred to in article 8 paragraph 1, failing which the customer is obliged to compensate SKOR for all damages resulting therefrom.
  10. The customer is obliged to fully insure the delivered goods as referred to in paragraph 8 of this article against fire, explosion and water damage as well as against theft and vandalism and to provide the policies thereof for inspection to SKOR upon first request, failing which the customer is obliged to compensate SKOR for all damages resulting therefrom.
  11. The customer is obliged, upon SKOR's first request, to pledge to SKOR all claims or demands arising from the insurance policies mentioned in paragraph 10 on the insurer, all with due observance of the legal requirements for its establishment as referred to in article 6:239 paragraph 1 of the Dutch Civil Code, as further security for all claims of SKOR against the customer that do not fall under the retention of title based on this article. The costs for the establishment of the pledge mentioned in the first sentence are for the account of the customer, unless expressly agreed otherwise in writing.
  12. The provisions of paragraph 11 of this article apply mutatis mutandis to claims of the customer against one or more of its customers or other third parties.

Article 15 (SKOR properties)

  1. All items, including materials and components, made available by SKOR or its engaged third party/parties to the customer for the execution of the agreement (such as images, drawings, specifications, diagrams, dimensions, advertising or promotional material, and the like), shall at all times remain the property of SKOR or the third party/parties. SKOR reserves the right to reclaim these items at any time, in which case the customer is obliged to return these items to SKOR at their own expense.
  2. The customer must store the items referred to in paragraph 1 separately and mark or identify them as being the property of SKOR or the third party/parties.
  3. The customer is not permitted to establish or allow to be established any security or other (whether limited or not) rights on the items referred to in paragraph 1 for the benefit of third parties.
  4. The customer is not permitted to allow the items referred to in paragraph 1 to be used by or for third parties for or in connection with any purpose other than the execution of the agreement concluded between SKOR and the customer. The items referred to in paragraph 1 may only be used in accordance with the conditions or guidelines provided by SKOR for that purpose.
  5. The customer is obliged to promptly notify SKOR of any actions or alleged rights of third parties concerning the items referred to in paragraph 1. The customer indemnifies SKOR against claims by third parties as referred to in the first sentence and is liable for all damage that SKOR suffers or may suffer as a result.

Article 16 (dissolution)

  1. If the client fails to fulfil, fails to fulfil on time, or fails to properly fulfil their obligations arising from these General Terms and Conditions or the agreement concluded with SKOR, SKOR is entitled to terminate the agreement, or a part thereof that still needs to be performed, without notice of default and without judicial intervention, either partially or wholly, and to repossess goods supplied by it that have not yet been paid for. This is without prejudice to SKOR's right to compensation for any loss, loss of profit, and other damage that has arisen or will yet arise as a result of such non-fulfilment.
  2. The provisions of paragraph 1 shall apply mutatis mutandis in the event of: suspension of payments, an application for or granting of a moratorium, a declaration of bankruptcy or the declaration that the debt rescheduling scheme applies, or liquidation of the client's business or their death, or if the client loses control over their assets due to seizure or otherwise. If these circumstances occur, the client is obliged to notify SKOR of this in writing without delay.
  3. In the cases referred to in paragraphs 1 and 2 of this article, any claim that SKOR has against the client shall become immediately due and payable in full.

Article 17 (Intellectual Property, Copyright, and Publicity)

  1. Without prejudice to other provisions in these General Terms and Conditions, SKOR reserves the rights and powers vested in it by virtue of the Copyright Act or by virtue of any other rule of (international) intellectual property law, in particular the rights relating to sketches, lithographs, photographs, drawings and models, (installation) plans and the like designed or created by SKOR. These rights remain the property of SKOR regardless of whether the client has been charged costs for their production.
  2. All documents provided by SKOR, such as reports, advice, agreements, designs, sketches, drawings, software and the like, are exclusively intended for use by the client and may not be reproduced, disclosed or brought to the attention of third parties by the client without prior written consent from SKOR, unless the nature of the documents indicates otherwise.
  3. In the event of client orders for the (re)production of goods or information or data provided by the client which may be subject to intellectual property rights of third parties, the client indemnifies SKOR against all possible claims from third parties arising therefrom.
  4. SKOR is / remains entitled to display the goods supplied / manufactured or services provided by it with the client's name, brand, advertising message or other expression in catalogues, advertising material, publications, advertisements or to use them at trade fairs and exhibitions without prior permission from the client or third parties and without SKOR owing any compensation to the client or a third party for this.

Article 18 (Jurisdiction, Applicable Law and Competent Court)

  1. Only the Dutch court has jurisdiction.
  2. Agreements concluded between SKOR and the client are exclusively governed by Dutch law. Disputes arising from the concluded agreements will also be settled under Dutch law. The application of the Vienna Sales Convention is excluded for all legal relationships, in the broadest sense of the word, between SKOR and the client.
  3. The Dutch court, including the Sub-district Court, in the district of Overijssel, Almelo location, has exclusive jurisdiction to hear all disputes between SKOR and the client, unless expressly and mandatorily provided otherwise by law or international treaties.

Article 19 (Privacy and communication via WhatsApp)

  1. SKOR processes personal data in accordance with current privacy legislation (GDPR). Data of customers and other stakeholders are handled with care.
  2. Personal data will only be used for the execution of agreements, the provision of services, maintaining customer contact, including communication via WhatsApp, and insofar as this is necessary to comply with legal obligations.
  3. For more information on how SKOR processes personal data, please refer to the Privacy Statement published on our website.