General Conditions

Valid from 1st.  January 2019

General Terms and Conditions for Basko Healthcare

The following terms and conditions apply to all our sales agreements and agreements on the provision of services.

Art. 1 - Definitions

Basko: Basko Healthcare B.V.
Dispute: Situation in which Basko and the buyer are unable to agree.
Buyer: The person/legal entity that purchases products and/or services from Basko.
Agreement: The purchase or other agreement to which these terms and conditions are declared applicable.
Specially produced products: Products that are produced to the buyer’s specifications or otherwise produced or compiled to the specifications of the buyer.
Hidden defect: A defect that is not visible or otherwise not observable, the existence of which is not known until the delivered product has been processed further or used.
Visible defect: A visible or (following a simple inspection) observable defect to the product delivered, or service rendered.

Art. 2 - The offer and order

  1. An offer is non-binding unless Basko explicitly determines otherwise.
  2. The cancellation of an order in full or in part and/or the replacement of products (for products of equal value as the agreed products) is permitted at no cost within six weeks of the invoice date. Specially produced products may not be exchanged or returned for a refund.
  3. If a product is returned, the buyer must comply with the instructions provided by Basko with regard to the shipping method. In all cases, the product must be returned in its original condition, unwashed, with labels still attached and in the original packaging.

Art. 3 - Delivery and Transport

  1. The delivery is considered to have been made:
    • if the agreed goods are picked up by or on behalf of the buyer: at the time at which the goods are received by the buyer or a third party acting on behalf of the buyer, such as a (professional) transporter hired by the buyer.
    • if the goods are transported by or on behalf of Basko: at the time of the first attempted delivery and/or delivery of the goods to the buyer’s premises or warehouse and/or other address provided by the buyer.
  2. From the time of delivery, the goods are solely at the risk of the buyer.
  3. The transport costs incurred in connection with the delivery of the goods are to be paid by the party that has arranged the transport.
  4. Insofar as the goods to be delivered are transported on behalf of Basko, they will be shipped as freight or under a bill of lading. If the buyer wants the goods to be sent express and/or as special transport, all additional costs incurred are to be paid by the buyer.
  5. In derogation of the provisions of section 3, if Basko arranges the transport for the delivery of goods for which the value is less than or equal to €350.00, the shipping costs are to be paid by the buyer.
  6. The following provisions apply to the insuring of the goods during transport:
    • if the goods are picked up by or on behalf of the buyer: the buyer is responsible for insuring the goods in an appropriate manner and is responsible for the costs of insurance. In the event of damage, the buyer settles the damage claim with the insurer.
    • if the goods or transported by or on behalf of Basko: Basko arranges the insurance for the buyer up to the amount of the selling price of the goods and pays the costs of the insurance. The insurance covers the normal transport risk and not war risk and/or other exceptional risks. In the event of damage, Basko settles the damage claim with the insurer.
  7. In the event that Basko arranges for the transport of the goods in connection with the delivery, but the goods cannot be transported due to circumstances for which Basko is not liable or cannot reasonably be held liable, Basko must prepare the goods for dispatch to the buyer and inform the buyer within three business days after the goods are ready for dispatch. The payment term starts on the day of actual delivery.

Art. 4 - Retention of Title

  1. With regard to all goods delivered or to be delivered pursuant to the agreements, both paid and unpaid, Basko retains ownership until the following are offset due to payment by the buyer:
    • claims related to compensation for all goods delivered or still to be delivered;
    • claims due to a failure to comply with the terms of the above-mentioned agreements;
    • claims related to activities carried out or to be carried out by Basko in executing the above-mentioned agreements on behalf of the buyer.
  2. Goods are considered to be unpaid if the buyer has not yet provided proof of payment.
  3. The buyer is required to show the goods to Basko at Basko’s first request and, in the event of a payment default, to return them to Basko if requested. Basko credits the buyer for the market value on the day of the return of all goods repossessed on the basis of this provision.
  4. The buyer is not entitled to transfer or encumber the goods that fall under the retention of title. However, the buyer is entitled to sell and transfer the above-mentioned goods within the context of normal business operations. This right is terminated by operation of law at the moment that the buyer defaults in any manner whatsoever with regard to the claims to which the retention of title applies, is granted a provisional suspension of payment and/or is declared bankrupt. The buyer may not provide the goods subject to the retention of title as security for third-party claims under any circumstances.
  5. The buyer is required to insure the goods intended in section 1 of this article against the risk of fire, theft, storm and water damage and with the inclusion of a clause in the insurance policy that states that the insurance also applies to the goods of third parties who, at the time at which the policy is taken out, are stakeholders or will be stakeholders during the term of the insurance. The buyer is not permitted to defer any claims to the insurer by virtue of the insurance as intended in this section, insofar as these relate to the goods intended in section one of this article, pledge as collateral to third parties or as security to third parties in the broadest sense of the word. Payments in connection with the damage or loss of the goods intended in this article are considered a substitute for these goods.

Art. 5 - Claims

  1. The buyer is required to inspect the goods or have them inspected on delivery or, at any rate, within as short a period of time as possible. In doing so, the buyer is required to establish whether the quality and quantity of the goods correspond to what has been agreed or, at any rate, meet the requirements that apply to normal commercial dealings.
  2. Claims regarding visible or otherwise observable defects may only be pursued if the buyer has provided Basko with as detailed a specification as possible within eight business days of the delivery of the nature and background for the claim (i.e. claim advice), as well as the invoice number and/or article number(s) concerned and/or a description of the articles to which the claim pertains.
  3. Claim rights may only be exercised with regard to goods that are still in the condition in which they were delivered, with the exception of claims pertaining to hidden defects and/or defects that were not observable until during or after the further processing or use of the product.
  4. Slight differences in the quality and/or quantity deemed acceptable in the trade or technically unavoidable may not be used as grounds for claims.
  5. Claims regarding hidden defects may only be pursued if the buyer has provided Basko with as detailed a specification as possible within fifteen business days of the discovery of the defect regarding the nature and background for the claim (i.e. claim advice), as well as the invoice number and/or article number(s) concerned and/or a description of the articles to which the claim pertains.
  6. In the event of a justifiable claim, Basko reserves the right to repair the goods subject to the claim and/or to replace them with other goods in accordance with the order.
  7. Returns in connection with the exercising of claim rights that are not preceded and/or accompanied by the claim advice stated in this article are not permitted. The costs of the returns are to be paid by the buyer.
  8. Basko has the right to store unjustifiably or wrongly returned goods at its own premises or that of third parties at the expense and risk of the buyer. With regard to the costs incurred in connection with unauthorised returns and measures taken by Basko in response, the specified list of expenditures is considered binding for the buyer, unless evidence to the contrary is provided. The buyer is required to carefully package and return, as well as insure, all goods to be returned. The buyer is liable for any damage that occurs due to his or her negligence.

Art. 6 - Liability

  1. Basko cannot be held liable for any indirect damage (including profit loss) resulting from a fail to comply with its obligations pursuant to the agreement.
  2. Compensation for direct damage is limited to the amount for which Basko is insured by virtue of liability insurance.

Art. 7 - Payment

  1. All payments must be made no later than the last day of the agreed payment term (i.e. payment deadline) by means of a bank transfer or in cash, without any costs charged to Basko for the bank transfer or other costs associated with payment transactions, and without any deductions or charges for which the buyer has not received a credit note or other statement of approval by Basko at the time of payment.
  2. Payments are always offset against the oldest outstanding invoice.
  3. With payments made by transfer to a bank or giro account, the payment date applies as the date on which the amount paid is credited to Basko’s bank account.
  4. If the invoice is paid in full within eight days of the invoice date, the buyer will be given a 3% payment discount off the invoice amount (not including VAT).
  5. Basko is not required to inform the buyer in advance of the expiration date of a claim or to send account statements and the like, unless explicitly agreed otherwise.
  6. Buyers who do not pay an invoice by the final payment deadline will be considered in default without first being warned or sent a notice of default.
  7. From the 14th day after the payment deadline, the buyer will owe interest to Basko due to late payment in the amount of 0.5% of the amount owed for any further exceedance of the payment deadline by 14 days or part of 14 days.
  8. The defaulting buyer must compensate Basko for all costs incurred due to the default as payment for extrajudicial collection expenses. The amount of this payment corresponds to the percentage stated in the Act on the Standardisation of Extrajudicial Collection Costs and is calculated for every invoice amount that is or has been overdue, with a minimum of €40 per invoice. This does not include any legal costs established by a court of law if a claim is submitted by Basko or a third party on behalf of Basko.
  9. Where appropriate, Basko is entitled to the following in the event that the buyer has not paid on time or is no longer insurable according to a credit insurer, notwithstanding the other rights ensuing from these terms and conditions and/or the law:
  • to demand a guarantee for the payment and/or advance payment and/or immediate payment on the first attempted delivery of the goods to the buyer (COD) for all current agreements between Basko and the buyer;
  • to put the delivery of the goods on hold, notwithstanding the right to demand a guarantee for the payment at the same time or later on. Where appropriate, Basko can store goods ready for dispatch and charge the storage costs to the buyer.
  • to dissolve the agreement in full or in part by means of a written notice.
  • to dissolve one, several or all current agreements between Basko and the buyer, i.e. also including those for which the buyer is not (yet) in default towards Basko, in full or in part by means of a written notice.
Basko may only use the options listed under a, b and c above if it has given the buyer a payment deadline of three days to fulfil all payment obligations and the buyer has not fulfilled these obligations. Basko may only exercise the right stated under d if the buyer has not and will not meet Basko’s demand for a payment guarantee of the amount owed by the buyer pursuant to the agreement(s) concerned within eight days.
Basko is entitled to change its decision as to which of the rights stated in this article will be exercised at any time, unless it has exercised its right to dissolve an agreement in full or in part.

 

Art. 8 - Jurisdiction and choice of law

The law of the Netherlands applies to all agreements entered into with Basko. Any disputes regarding an agreement will be submitted to the District Court of Amsterdam.

Contactgegevens

Basko Healthcare B.V.
Pieter Lieftinckweg 16
1505 HX Zaandam
Tel: +31 (0)75 - 613 15 13
E-mail: verkoop@basko.com
Website: www.basko.com
Chamber of Commerce registration number: 33049175