Terms and Conditions:
1. Applicability of the present General Terms and Conditions of CLF Lighting
1.1 The present General Terms and Conditions shall apply to all offers made by us to, and all
agreements entered into by us with, third parties, hereinafter called: “the Customer”.
1.2 Derogatory terms and conditions used by the Customer that are in conflict with and/or that
deviate from the present General Terms and Conditions shall not be binding for us.
2. Offers
2.1 All our offers shall be without engagement, unless they contain a period for acceptance. If
an offer contains an offer without engagement and that offer is accepted, we shall have the
right to revoke the offer within 4 working days after the day of receipt of the acceptance.
Offers shall not be valid for more than one month, unless expressly stated otherwise.
2.2 All price lists, brochures and other information provided by us in an offer are as accurate as
possible. We shall only be bound thereto if we have expressly confirmed the same in
writing.
2.3 We reserve the right to refuse orders or to ship them cash on delivery, without giving
reasons.
3. Agreement
3.1 Subject to the provisions set forth hereinafter, an agreement with us shall not come about
until after we have expressly accepted or confirmed an order in writing. The order
confirmation shall be deemed to reflect the agreement correctly and in full.
3.2 Any additional agreements or modifications made later, as well as (oral) agreements with
and/or promises made by our staff or on our behalf by our sales representatives, agents,
representatives or other commission agents, shall only bind us if they have been confirmed
by us in writing.
3.3 For deliveries for which no offer or order confirmation has been sent, the invoice shall also
be considered to be an order confirmation, which shall also be deemed to reflect the
agreement correctly and in full.
3.4 We shall have the right at or after the coming about of the agreement, before making any
(further) performance, to require a security from the Customer holding that both the
payment obligations and the other obligations will be performed.
4. Delivery/Delivery Period
4.1 Stated delivery periods shall never be considered to be fatal periods, unless expressly
agreed otherwise in writing. In case of untimely delivery we will have to placed in default in
writing and will have to be granted a reasonable period within delivery may yet be made.
4.2 Unless agreed otherwise, delivery shall be effected ex our company/warehouse.
4.3 The Customer shall be held to accept delivery of the purchased goods at the time that they
are made available to him in accordance with the agreement. If the Customer refuses to
accept delivery or fails to provide the information or the instructions that are necessary for
the delivery, the goods shall be stored for the risk of the Customer. In that case the
Customer shall also be due any additional costs, among which in any case storage costs.
4.4 If the delivered goods are returned for any reason whatsoever, the costs involved in that
shall, unless agreed otherwise, be for the charge of the Customer. The Customer shall
continue to be liable for the products during the transport thereof. A return shipment shall
not be completed until after the actual receipt of the products.
5. Prices
5.1 Unless stated otherwise, all quotations shall be subject to the proviso of price changes.
5.2 All stated prices shall be in Euros and exclusive of VAT and transport costs, unless the
parties agree otherwise in writing.
5.3 If we have agreed a specific price with the Customer, we shall have the right to increase the
price: we shall have the right to charge through any increases in taxes and excise duties,
salaries, changes in currencies and other cost increasing circumstances.
6. Payment Conditions
6.1 Payments shall be made in cash, unless we have agreed a (or another) payment period
with the Customer, in which case payment will have to be made within the period stated on
the invoice. After expiry of that period the Customer shall be in default without any
notification of default being required; the Customer shall as from the moment that he is in
default be due on the due and payable amount an interest of 1.5% per month. The
Customer shall also be due all costs incurred by us to collect the claim, both judicial and
extra-judicial.
6.2 The claims on the Customer shall be payable on demand in case of liquidation, bankruptcy,
suspension of payments or application of the debt-rescheduling arrangement for natural
persons.
6.3 Payment shall exclusively be made in the manner specified by us and at the address stated
by us.
6.4 Without our express written permission the Customer shall not be permitted to set off his
payment obligation towards us in any way whatsoever.
6.5 Each payment by the Customer shall in the first place be applied to pay costs, then interest
and subsequently the payable invoices that are outstanding for the longest time, also if the
Customer states that the payment regards another invoice.
6.6 We shall at all times, also after the coming about of an agreement, have the right to require
(further) securities for a proper performance of the obligations by the Customer. If these
securities are not provided, we shall have the right to consider the agreement(s) concluded
with the Customer as having been dissolved without being held to pay any damages, or, at
our sole discretion, to suspend the performance until the aforesaid securities have been
provided.
7. Reservation of Ownership
7.1 Delivered goods shall remain our property until the principal has fully met his payment
obligations, including the obligation to pay interests and costs, in respect of all that which the
principal is still due to us. If the Customer fails to perform his payment obligations as
referred to in Clause 6 of the present General Terms and Conditions in time or at all, we
shall have the right to take back the delivered goods, without prejudice to our claims for
damages towards the Customer because of his failure in the performance of the agreement.
8. Complaints/Warranty
8.1 For all goods delivered by us, the warranty period shall apply that has been granted by the
manufacturer of the goods, unless another period is expressly agreed.
8.2 If during the period referred to in paragraph 1 the goods show defects or shortcomings in
design, material or construction, the Customer shall be entitled to have the goods repaired,
this with due observance of the provisions set forth in paragraph 1 of this Clause. If the
warranty obligations of the manufacturer of the goods offer that possibility, the Customer
may opt for replacement of the goods if repair gives rise to objections. The Customer shall
only be entitled to replacement if it appears from our expert’s assessment that repair of the
goods is not possible.
8.3 CLF Lighting offers a warranty on its LED products of 1 year for construction and design
errors. For the LED videowall products a deviating warranty applies. Defects resulting from a
failure to observe the installation instructions are not covered by any warranty. Defects
resulting from any failure to take precautionary measures to prevent the influence of static
electricity are not covered by any warranty either.
8.4 For all LED – videowall modules a full warranty is given on parts and costs of labour during a
period of 3 months after the invoice date. After 3 months the rule applies that per 100
ledpixels 1 pixel may be defective without the Customer having any right to claim any form
of warranty. During the months 4 through 24 after delivery, CLF Lighting shall provide free
parts, whereas cost of labour with regard to the replacement of the parts shall be for the
charge of the Customer. The warranty shall end 24 months after the invoice date of the
delivered products. The warranty is limited to faults in construction and failure of individual
leds. Any failures resulting from erroneous acts by the Customer shall be excluded from the
warranty.
8.5 The warranty for all products shall only apply in cases of at most 8 hours of uninterrupted
use within any period of 24 hours.
8.6 CLF Lighting can never be held liable for the so-called “ageing effect” of CLF Lighting leds,
due to which the leds during their life span will produce less light and the so-called “colour
temperature” will start to deviate from that of new leds.
9. Liability
9.1 Without prejudice to the provisions set forth in Clause 8, we shall never be liable for any
damage resulting from the execution of the agreement. Neither shall we be liable for any
consequential damage or damage suffered by third parties.
9.2 If and in so far as we are liable, our liability shall be limited to the relevant invoice value of
goods (exclusive of VAT). If no invoice value can be identified, we shall be liable up to the
amount that the Customer will receive in respect of the damage from its business liability
insurer.
9.3 Risk/Transport
As from the moment of delivery of goods by us, the goods shall be for the risk of the
Customer even if they still are our property, therefore also if the goods have been made
available to the Customer on approval for a set period of time. If on arrival of the goods it
appears that they are damaged, the Customer shall, before accepting delivery of these
goods, have the shipping agent draw up a damage report, failing which no liability
whatsoever is accepted by us.
10. Transfer of Rights and Obligations
10.1 We shall have the right to transfer any rights and obligations defined in any agreement with
the Customer to third parties. If obligations of the Customer are transferred, we shall inform
the Customer thereof and the Customer shall have the right to dissolve the agreement. We
shall not be held to pay any damages in respect thereof.
10.2 The Customer shall without our prior written permission not have the right to transfer his
rights and/or obligations under any agreement to any third party.
11. Industrial Property
All drawings, images, pictures, measures and weights provided and stated by us, as well as
any other information provided by us to the Customer within the framework of the
agreement, shall remain our property, with express reservation of the copyrights, model
rights and patent rights. Save with our express prior written permission the Customer shall
refrain from copying or having others copy this information and from making it available to
third parties for inspection or otherwise.
12. Governing Law
All agreements concluded by us shall exclusively be governed by the laws of the
Netherlands.
13. Disputes
All disputes shall be settled by the District Court of Arnhem, the Netherlands, without
prejudice to our right to submit a dispute to the court that is competent according to the
normal jurisdiction rules.
14. Amendments to the present General Terms and Conditions
We shall have the right to amend the present General Terms and Conditions. These
amendments shall be effective at the announced time of their becoming effective. We will
send the amended conditions to the other party in a timely manner. If no date of entering
into effect has been stated, amendments shall enter into effect towards the other party as
soon as he has been notified of the amendment.