General Terms and Conditions Picklemates V.O.F.

E-mail:info@picklemat.eu
Website: www.picklemat.eu

Article 1 – Definitions

General Terms and Conditions: the entirety of the provisions as set forth below;
Offer: any Offer made by Picklemat to the Customer;
Contractor (hereinafter: Picklemat): Picklemat V.O.F., established in Eelde at Zilverschoon 14 (9761 LZ), registered with the Chamber of Commerce under number 96703989, VAT identification number: NL867723579B01, Email: info@picklemat.eu;
Customer: the Party with whom Picklemat negotiates regarding the conclusion of the Agreement and/or has entered into an Agreement;
Party (-ies): the Customer or Picklemat. When used in the plural form, both the Customer and Contractor are meant;
Day: calendar day;
Service: all services offered by Picklemat to the Customer that are the subject of an Offer, Agreement, or other legal act;
Delivery Term: the indicative term provided by Picklemat for completing the Service or part thereof for the Customer;
Agreement: an Agreement concluded between Picklemat and the Customer, including any changes agreed upon after the conclusion and any agreed additional or reduced work.

Article 2 – Applicability

These terms and conditions apply to all quotations, offers, activities, orders, Agreements, and deliveries of Services or products by or on behalf of Picklemat.
Picklemat and the Customer may only deviate from these terms if agreed upon in writing.
Picklemat and the Customer expressly exclude the applicability of the Customer’s General Terms and Conditions or those of any third party.

Article 3 – Offer and Quotations

Offers and quotations from Picklemat are without engagement unless expressly stated otherwise.
An Offer or quotation is valid for a maximum period of two weeks from its date unless another acceptance period is stated in the Offer or quotation.
If the Customer does not accept an Offer or quotation within the applicable term, the Offer or quotation will lapse.
Offers and quotations do not apply to repeated orders unless Picklemat and the Customer have agreed upon this explicitly and in writing.

Article 4 – Acceptance

Upon acceptance of a non-binding quotation or Offer, Picklemat may withdraw the quotation or Offer within 3 days of receipt of the acceptance, without any obligations towards the Customer.
Verbal acceptance of the Customer only commits Picklemat after the Customer has confirmed it in writing (or electronically).

Article 5 – Prices

All prices used by Picklemat are in euros, are exclusive of VAT and exclusive of any additional costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise in writing.
Picklemat is entitled to adjust all all prices of its Services and Products on its website and other communications at any time.
Picklemat will inform the Customer of price adjustments prior to the moment the price increase becomes effective.

Article 6 – Payments and Payment Term

The Customer must pay for Products immediately unless otherwise agreed in writing.
Picklemat may, at the conclusion of the agreement, require a down payment of up to 75% of the agreed amount.
The Customer must pay invoices within 14 days of the invoice date unless otherwise agreed or stated on the invoice.
Payment terms are considered as fatal payment terms. If the Customer fails to pay the agreed amount at the latest on the last day of the payment term, he is legally in default, without Picklemat having to send the Customer a reminder or notice of default from Picklemat.
Picklemat reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services and or products.

Article 7 – Consequences of late payment

If the Customer does not pay within the agreed term, Picklemat has the right to charge interest, for commercial transaction, per month from the day the Customer is in default, whereby part of a month is counted for an entire month.
If the Customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Picklemat.
The collection costs are calculated on the basis of the compensation for extrajudicial collection costs.
If the Customer does not pay on time, Picklemat may suspend its obligations until the Customer has fulfilled his payment obligation.
In the event of bankruptcy, seizure, or suspension of payment on behalf of the Customer, Picklemat’s claims on the Customer are immediately due and payable.
If the Customer refuses to cooperate in the execution of the agreement by Picklemat, he is still obliged to pay the agreed price to Picklemat.

Article 8 – Right of recovery of goods

As soon as Customer is in default, Picklemat is entitled to invoke the right of reclamation for the unpaid products delivered to the Customer.
Picklemat invokes its right of recovery through written or electronic notification to the Customer.
Once the Customer has been informed of the invoked right of recovery, they must immediately return the relevant products concerned to Picklemat unless agreed otherwise in writing.
The Customer bears the costs for the collection or return of the products mentioned in paragraph 3.

Article 9 – Right of Suspension and Retention

The Customer waives the right to suspend the fulfilment of any obligation arising from this agreement.
Picklemat may exercise its right of retention and withhold the Customer’s products until the Customer has paid all outstanding invoices from Picklemat, unless the Customer has provided sufficient security for these costs.
Picklemat is not liable for any damages the Customer may suffer as a result of the exercise of its right of retention.
The right of retention also applies based on previous Agreements under which the Customer still owes money to Picklemat.

Article 10 – Settlement

The Customer waives their right to offset a debt to Picklemat with a claim against Picklemat.

Article 11 – Retention of Title

Picklemat remains the owner of all delivered products until the Customer has paid all outstanding invoices from Picklemat related to a mutual Agreement, including claims regarding shortcomings in the performance.
Until the moment specified in paragraph 1, Picklemat can invoke its retention of ownership and reclaim the products.
Before ownership has transferred to the Customer, the Customer may not pledge, sell, dispose, or otherwise encumber the products.
If Picklemat invokes its retention of title, the Agreement will be dissolved, and Picklemat is entitled to claim compensation, lost profits, and interest from the Customer.

Article 12 – Delivery

Delivery takes place while stocks last.
Delivery takes place at Picklemat unless otherwise agreed.
If the Customer does not pay the agreed amounts on time, Picklemat has the right to suspend its obligations until the agreed price is fully paid.
In the event of late payment, the Customer is automatically in default, and hereby cannot hold Picklemat liable for late delivery due to their own creditor default.

Article 13 – Delivery Period

Any delivery period specified by Picklemat is indicative and does not give the Customer the right to dissolution or compensation if this period is not met with, unless the parties have expressly agreed otherwise in writing.
The delivery time starts when the signed quotation is confirmed in writing or electronically by Picklemat and the down payment is received.
The Customer is not entitled to compensation and may not terminate the Agreement if Picklemat delivers later than agreed. The Customer may only dissolve the Agreement if agreed upon in writing or if Picklemat cannot deliver within 14 days after being notified in writing.

Article 14 – Actual Delivery

The Customer must ensure that the actual delivery of the ordered products can take place in time.

Article 15 – Transport, Customs and Tax Costs

The Customer shall pay the transport costs, unless the Customer and Picklemat have agreed otherwise in writing.
The Customer shall pay all customs, tariffs and taxes involved, unless the Customer and Picklemat have agreed otherwise in writing.

Article 16 – Packaging and Shipping

If the packaging of a delivered product is opened or damaged, the Customer must have a note drawn up by the forwarder or delivery persons before receiving the product. If the Customer fails to do this, they cannot hold Picklemat liable for any damage.
If the Customer arranges the transport of a product themselves, they must report any visible damage to the products or packaging to Picklemat before transport begins. If the Customer fails to do this, they cannot hold Picklemat liable for any damage.

Article 17 – Insurance

The Customer must insure and keep insured the following items against risks such as fire, explosion, water damage, and theft:
Delivered goods necessary for the execution of the underlying Agreement;
Items owned by Picklemat that are at the Customer’s premises;
Items delivered under retention of title.

Upon Picklemat’s request, the Customer must provide the policy for these insurances for inspection.

Article 18 – Storage

If the Customer takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the Customer.
Any additional costs resulting from premature or incomplete acceptance of products are entirely the responsibility of the Customer.

Article 19 – Assembly and Installation

Although Picklemat strives to carry out all all assembly and installation work to the best of its ability, it does not bear any responsibility for this, except in cases of intentional misconduct or gross negligence.

Article 20 – Withdrawal of Service Order

The Customer may cancel the service order with Picklemat at any time.
If the Customer withdraws the service order, they are obligated to pay the agreed order in full unless agreed otherwise in the agreement.
If the Customer withdraws the product order with Picklemat, they are always obliged to pay the agreed order in full.

Article 21 – Complaints

The Customer must investigate any product or service delivered by Picklemat as soon as possible for deficiencies.
If a delivered product or service does not comply with what the Customer could reasonably expect from, the Customer must inform Picklemat of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
The Customer gives a detailed description as possible of the shortcomings, so that Picklemat able to respond adequately.
The Customer must demonstrate that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to Picklemat being forced to perform other work than has been agreed.

Article 22 – Warranty

When the Customer and Picklemat have entered into an agreement with a service-oriented nature and/or customised products with Customer specific designs and or colours and or logos, it only includes an obligation to make best efforts by Picklemat, not a result obligation. Picklemat can share product design samples before entering into an agreement, but the final product may deviate from this.
The warranty period for the Indoor and Outdoor Picklemat is 1 year after delivery to the Customer.
The warranty on products only covers defects caused by faulty manufacture, construction, or materials.
The product ‘Picklemat Indoor’ is for indoor usage and/ or with dry conditions only. The product ‘Picklemat Outdoor’ is for temporary outdoor usage only and should not be exposed continuously to water, frost, humid or any other condition that can harm the Picklemat. Before storing the Picklemat, the products should be cleaned and dried thoroughly.
The warranty does not apply:
- In the case of normal wear and tear;
- Wear and tear of the painted lines and logo(s) on the Outdoor Picklemat;
- For damage caused by accidents;
- For damage caused by modifications made to the product;
- For damage due to negligence or improper use by the Customer, or due to installation and maintenance by the Customer not in accordance with Picklemat’s instructions;
- When the cause of the defect cannot be determined.

The risk of loss, damage, or theft of the products delivered by Picklemat transfers to the Customer once the product has been legally or physically delivered, or is in the possession of the Customer or a third party receiving the product on behalf of the Customer.
Picklemat provides the Customer with detailed installation and maintenance-, installation instructions and a warranty document upon delivery.

Article 23 – Performance of the Agreement

Picklemat executes the Agreement to the best of its knowledge and ability and according to the standards of good workmanship.
Picklemat may have the agreed service performed in whole or partially by others.
The execution of the Agreement occurs in mutual consultation and after written agreement and (advance)payment by the Customer.
The Customer must ensure that Picklemat can begin executing the Agreement on time.
If the Customer fails to ensure that Picklemat can start on time, any resulting extra costs will be charged to the Customer.

Article 24 – Information Provision by the Customer

The Customer must keep any information received from Picklemat confidential, in any form.
The same applies to all other information regarding Picklemat that the Customer knows or reasonably suspects to be confidential, or information the Customer expects could harm Picklemat if disclosed.
The Customer must take all necessary measures to ensure that they keep the information in sections 1 and 2 confidential.
The confidentiality obligation described in this article does not apply to information:
- That was already public before the Customer became aware of it, or that later becomes public without a breach of the Customer’s confidentiality obligation;
- That the Customer is obligated to disclose based on a legal requirement.

The confidentiality obligation in this article applies for the duration of the underlying Agreement and for a period of three years after its termination.
If the Customer violates the confidentiality or intellectual property provisions, Picklemat may claim compensation for damages from the Customer.

Article 25 – Indemnity

The Customer indemnifies Picklemat against all claims from third parties related to the products and/or services provided by Picklemat.

Article 26 – Notice of Default

The Customer must notify Picklemat of any notice of default in writing.
The Customer is responsible for ensuring that their notice of default reaches Picklemat on time.

Article 27 – Liability of the Customer

When Picklemat enters into an Agreement with multiple Customers, each of them is jointly and severally liable for the full amounts due to Picklemat of that Agreement.

Article 28 – Liability of Picklemat

Picklemat is only liable for damage suffered by the Customer if such damage is caused by intentional misconduct or gross negligence.
If Picklemat is liable for damage, it is only liable for direct damage related to the execution of an underlying Agreement.
Picklemat is never liable for indirect damage, such as consequential loss, lost profits, or damage to third parties.
If Picklemat is liable, its liability is limited to the amount paid by a (professional) liability insurance. If no insurance is in place or no damage payment is made, liability is limited to the (part of the) invoice amount related to the liability.
All images, photos, colors, drawings, descriptions on the website or in a catalog are indicative and cannot lead to any compensation, (partial) dissolution of the agreement, and/or suspension of any obligations.

Article 29 – Limitation Period

Any right of the Customer to claim damages from Picklemat expires 12 months after the event from which the liability directly or indirectly arises.

Article 30 – Dissolution

The Customer may dissolve the Agreement if Picklemat is at fault in fulfilling its obligations, unless this failure does not justify termination due to its special nature or minor significance.
If the fulfilment of obligations by Picklemat is still possible, termination can only occur after Picklemat is in default.
Picklemat may dissolve the Agreement with the Customer if the Customer does not fully or timely fulfil their obligations or if Picklemat becomes aware of circumstances that give reasonable grounds to believe the Customer will not fulfil their obligations properly.

Article 31 – Force Majeure

Picklemat is in no way liable or obligated to compensate any form of damage if, and to the extent that, its obligations cannot be fulfilled due to force majeure.
Force majeure, as described in paragraph 1, includes, in addition to what is included in law and jurisprudence, any foreign cause, as well as any circumstance that, in reasonable terms, should not be at Picklemat’s risk, whether foreseeable or not, that prevents fulfilment of obligations, temporarily or otherwise, such as: a state of emergency such as civil war or natural disaster; Default or force majeure of suppliers, deliverers, or others; Power, electricity, internet, computer, or telecom outages; Computer viruses; Strikes or work interruptions; Government measures; Transportation problems and issues with assistance or transport vehicles; Severe bad weather conditions.

If a force majeure situation arises and Picklemat cannot fulfil one or more obligations to the Customer, those obligations are suspended until Picklemat can fulfil them.
From the moment that a force majeure situation has lasted at least 30 calendar days, either the Customer or Picklemat may terminate the Agreement in writing, either in full or in part.
Picklemat is not required to pay any compensation to the Customer in a force majeure situation, even if Picklemat benefits from it.

Article 32 – Amendment of the Agreement

If it is necessary to amend a concluded Agreement for its execution, the Customer and Picklemat may adjust the Agreement.

Article 33 – Amendment of General Terms

Picklemat may change these General Terms.
Changes of a minor nature may be made by Picklemat at any time.
Significant changes will be discussed with the Customer as much as possible in advance.

Article 34 – Transfer of Rights

The Customer may not transfer any rights under an Agreement with Picklemat to others without written consent from Picklemat.

Article 35 – Consequences of Invalidity or Voidability

If one or more provisions of these General Terms are found to be invalid or voidable, this does not affect the other provisions.
An invalid or voidable provision will be replaced by a provision that closely aligns with what Picklemat had in mind when drafting these terms.

Article 36 – Applicable Law and Competent Court

Dutch law applies exclusively to all Agreements entered into under these General Terms, with the express exception of the Vienna Sales Convention. The Dutch text of these General Terms is binding and prevails over translations.
The court in the district of Picklemat’s place of establishment has exclusive jurisdiction to hear any disputes between the Customer and Picklemat, unless the law stipulates otherwise.

Version: 1 maart 2025