Terms & Conditions
1. Definitions
1.1 In these Terms & Conditions the following definitions apply:
Offer: any written offer or quotation by Ball Connect for the delivery of goods services or the realisation of Work, of which the Terms and Conditions in principle from an integral part;
Contractor: any natural or legal person/form with whom Ball Connect has concluded an agreement through designated third parties:
Agreement: the agreement that arises because the Contracting Party has accepted the Offer unchanged by signing;
Parties: Ball Connect and Contractor together;
Conditions: these general terms and conditions;
Work: assembly or installation work to be carried out by Ball Connect.
2. Sacrifice
2.1 Every offer made by Ball Connect is without obligation. This means that Ball Connect may withdraw the Offer – as long as it has not been accepted – if no term for acceptance is stated in the Offer. An Offer without term expires in any case 1 month after it has been made.
2.2 Product information provided by or on behalf of Ball Connect (price lists, brochures, etc.) has been carefully compiled. However, the Contracting Party cannot derive any rights from this. The prices stated in the Offer are always binding.
3. Tolerances
3.1 Minor colour deviations and/or other minor deviations are permitted and do not give the Contracting Party the right to refuse acceptances/approval of the delivered goods. This means that in that case Ball Connect is deemed to have correctly fulfilled the Agreement. In the case of a Contracting Party who is a consumer, he can, at his own discretion: a) terminate the agreement in writing within 2 months of deduct an amount from the purchase price agreed with Ball Connect.
4. Establishment and content of Agreement
4.1 The scope and content of the mutual obligations of the Parties are apparent from the Agreement.
4.2 The Agreement is only concluded if the Parties are (represented) by persons who are entitled to legally bind the Parties.
4.3 Changes to the Agreement at the request of the Contracting Party are only possible after prior written permission from Ball Connect. In that case, costs already incurred by Ball Connect will always be fully reimbursed by the Contracting Party. In that case, these activities/items will be carried out/delivered as additional work and charged.
4.4 Verbal agreements between Parties, for which there is no written evidence, are concluded when Ball Connect actually starts implementation. Ball Connect is deemed to have stated in oral agreements that these Terms & Conditions apply and that they will be sent free of charge upon first request, so that in that case these Terms & Conditions always from part of them. For the rest, the invoice is deemed to correctly reflect the mutual rights and obligations of the Parties.
4.5 Agreements with Ball Connect are entered into under the (suspensive) condition that Ball Connects suppliers and other contract partners fulfil their obligations in a timely and correct manner.
4.6 Ball Connect is authorised to engage third parties in the execution of the Agreement.
5. Prices
5.1 Unless expressly stated otherwise in writing, the prices are:
based on delivery from company/warehouse at Granville Park, Newtown, Blackrock, Co. Dublin
excluding VAT and other taxes, levies and duties;
excluding costs on installation and preparation for use;
excluding the costs of packaging, unloading transport insurance, security and stowage. Prices are stated in euros and any exchange rate changes will be charged.
5.2 In the event of external increases in the cost of price factors, Ball Connect is entitled to increase the related amounts in the Agreement by a maximum of 10%. If an increase of more than 10% occurs (for non-consumer xxxxx Contracting Party is entitled to terminate the Agreement.
5.3 Ball Connect is entitled to charge administration costs or storage costs if items do not exceed a certain invoice value to be determined by it.
5.4 Ball Connect may require payment in advance before making delivery. In the case of a Contracting Party who is a consumer, the amount to be paid in advance will be a maximum of 50%.
6. Obligations of the Contractor
6.1 The Contractor is obliged to ensure that the work to be carried out is not delayed or interrupted; more specifically, the following must be taken care of: a) earthworks, paving, demolition work or other additional works; the Contractor ensures good accessibility to the place where the work is to be carried out; b) the required assistance for placing or moving pieces that cannot reasonably be handled by two people, as well as the hoisting or lifting equipment to be used; c) providing, setting up and removing ladders, scaffolding and the like after completion; d) supply of fuels, energy and auxiliary materials, such as compressed air, gas, electricity, etc. and the required connection points necessary for the execution of the work; e) the provision of switching equipment and cables for the electric motors and/or other electrical equipment to be supplied or used; f) making available, during the duration of the work, a dry, heated, illuminated and separately lockable space of sufficient size for the storage of materials to be used and for the storage of personal belongings of workers; g) removal of items that have become dirty, damaged, disordered or no longer function.
6.2 The Contractor is responsible for timely obtaining power lines, connections, Presario rights, nuisance law permits, permits pursuant to the Environmental Management Act, other legislation relating to the environment, (re)construction permits and the like.
6.3 Materials to be replaced, disposed of or removed become the property of Ball Connect.
6.4 The Contracting Party must, if Ball Connect so requests, provide it with the required inspection or testing facilities in a timely manner. If this obligation is not met, not met on time or not fully, the delivery period will be extended by the period during which this obligation is not met.
7. Delivery and delivery time
7.1 The Contracting Party is obliged to check all delivered goods immediately upon delivery for any shortages or visible damage, or to carry out this check after written notification from Ball Connect to the Contracting Party.
7.2 In the event of any shortcomings, the Contracting Party must report this in writing to Ball Connect, as stated in the article “Complaints”, otherwise they will not be processed. In the absence of such a notification, the Contracting Party is deemed to have taken possession of the goods complete and without damage. The absence of a part that must be supplied by a third-party supplier is no reason to regard the Work or the item as not (correctly) delivered.
7.3 Ball Connect is entitled to make partial payments, which it can invoice per delivery, considering the provisions of Article 5.4.
7.4 The delivery period stated in the Offer is not fatal. In the event of late delivery, the Contracting Party must expressly give notice of default in writing to Ball Connect before default occurs. Ball Connect is furthermore not liable for damage due to exceeding this limit. Exceeding a delivery period does not give the Contracting Party the right to terminate the Agreement or refuse to accept goods. In the event of excessive exceedance of a delivery time or delivery period, the Parties will consult with each other. For Contracting Parties who are consumers, the maximum delivery period is 30 days after conclusion of the Agreement, after which Ball Connect is legally in default. If the item turns out to be unavailable, Ball Connect will immediately report this to the Contracting Party who is a consumer and refund the amount paid in advance.
7.5 If goods are not accepted or collected on time by the Contracting Party, Ball Connect is still entitled to invoice the relevant goods to the Contracting Party without prejudice to the effect of Article 5.4. In that case, Ball Connect will be able to demand performance by the Contracting Party or terminate the agreement, without prejudice to Ball Connects right to claim damages.
7.6 Advice from Ball Connect is provided to the best of its knowledge. However, a particular result is not guaranteed.
7.7 Ball Connect is entitled to adjust the delivery period with regard to the Work if weather or working conditions require Ball Connect to do so. In that case, it is not obliged to compensate the Contractor for damage. The additional costs associated with the adjustment of the delivery period for Connect must be reimbursed to Ball Connect by the Contracting Party.
7.8 The location where the work will be carried out by Ball Connect (for example the installation of pillars/stands/columns) must be accurately described in writing by the Contracting Party before its commencement. He must indicate where cables, pipes, wires, pipes, sewers, and the like are located (KLIC report). For the purpose of the work to be carried out, pickets, etc. must be clearly indicated where the cables, etc. in question are located in or on the site. Damage due to incorrect information in this regard will be borne by the Contracting Party and Ball Connect will fully indemnify Ball Connect in this regard.
8. More less work
8.1 Ball Connect is entitled to carry out and charge additional work if the costs of the additional work do not exceed 10% of the total amount stated in the Agreement, including VAT. In the event of additional work or less work that deviates more, the Parties will consult with each other about the implementation of the Agreement. If this leads to termination of the Agreement, Ball Connect is entitled to claim the costs incurred and goods delivered up to that point from the Contracting Party. Additional or less work also means supplying more or fewer plastic balls.
9. Risk
9.1 The moment the goods leave Ball Connects company/warehouse, the risk of these goods immediately passes to the Contracting Party. More specifically, the risk for goods from stock passes at the time that they are separated for the benefit of the Contracting Party and in the case of other goods, at the time of loading those goods for transport to the Contracting Party. If a free delivery address has been agreed with a consumer, this risk passes upon actual delivery to the specified address.
9.2 Loading and unloading, transport and assembly, installation and preparation of the goods - except in the case of free delivery to consumers - is at the risk of the Contracting Party.
10. Force majeure (shortcoming not attributable to Ball Connect)
10.1 If Ball Connect is prevented from fulfilling any obligation to the Contracting Party due to force majeure, and the force majeure situation continues for more than 3 months, the Parties can arrange regarding the termination of the Agreement. Until the aforementioned 3 months have expired, Ball Connect is entitled to suspend its obligations without owing compensation.
10.2 “Force majeure” is considered: any circumstance, cause or event, wherever occurring, occurring or occurring, that temporarily or permanently prevents, makes impossible or unreasonably burdensome the correct, complete and timely fulfilment of any obligation of Ball Connect and which circumstance, cause or event Ball Connect cannot reasonably prevent or which is wholly or partly beyond Ball Connects control or over which it has no influence. In any case, circumstances resulting in force majeure are considered to include: fire, explosion, lightning strike, ice, low water, high water, tidal wave, spring tide, flood, earthquake, natural disasters; storm, tornado, cyclone, snow, frost and other weather conditions; strike, work stoppage, excessive (sick) absenteeism of staff, labour unrest, exclusion, boycott; war (whether or not declared as such), mobilization, siege, siege, blockade, molestation; riots, revolution, social unrest; government measures and/or regulations that prevent or delay the fulfilment of obligations; lack of means of transport; impassability or usability of any eligible transportation route or mode of transportation; disruption or interruption in the provision, delivery or availability of energy; malfunction or interruption in or of the operation of any utility company; malfunction or interruption or termination of the supply of raw materials, semi-finished products and/or end products; non-fulfilment of any obligation by a debtor or contract partner of Ball Connect (including non-fulfilment of any obligation of one or more third parties to deliver); technical malfunctions and/or defects, delays, malfunctions or interruptions in or of repairs to equipment; serious diseases and diseases of an epidemic nature. “Force majeure” is also considered to be the consequences of any circumstance as referred to above.
10.3 If, as a result of force majeure, Ball Connect is prevented from fulfilling its obligations towards one or more Contractors, but not the obligations towards all Contractors, it is entitled to decide which of the obligations and towards which Contractors it will fulfil, as well as the order in which this will happen.
10.4 Ball Connect is entitled to demand payment for everything it has performed in the execution of the Agreement before the circumstance causing force majeure became apparent.
11. Intellectual property rights
11.1 The Contracting Party will only use software, peripheral equipment, technical data, instructions for use, drawings and all other essential documentation and other data and information supplied or made available by Ball Connect or its own (internal) use and will not supply, sell, make available or do use.
11.2 If it appears that a good sold by Ball Connect to the Contracting Party infringes an intellectual property right of a third party, and the Contracting Party is held accountable for this, the Contracting Party is obliged to inform Ball Connect immediately in writing (within 8 days after discovery). to bring up to date. Ball Connect will then be able, at its own discretion, to either provide the right to use the item, or to change the item in such a way that it no longer infringes, or to supply a replacement item that does not infringe, or to the Contracting Party, after the item is received back, refund the purchase price after deduction of a reasonable compensation for the period that the Contracting Party had the good available. The Contracting Party will not be able to assert any claim against Ball Connect with regard to infringement of an intellectual property right outside Ireland.
11.3 Ball Connect cannot be held liable in any way for infringement of any intellectual property right resulting from any change to a good supplied by Ball Connect or any application of such a good that is different from that prescribed by Ball Connect or which originated from Ball Connect, or which is the result of application in combination with goods not supplied by Ball Connect, which is the result of an adjustment not made by Ball Connect.
11.4 All intellectual property rights relating to product data provided are the property of Ball Connect. The Contracting Party is expressly prohibited from using any intellectual property for a purpose other than that intended without the prior written permission of Ball Connect. At Ball Connects first request, all material referred to here and all data and information referred to here must be returned immediately to Ball Connect
12. Maintenance/Repair
12.1 As (part of the) Agreement, Ball Connect can provide repairs and/or maintenance of the delivered goods/Work. Repair and maintenance work will be carried out to the best of our ability.
12.2 The goods/Works to be repaired by Ball Connect must be shipped or returned at the expense of the Contracting Party under these Conditions. However, these goods always fall under the risk of the Contracting Party. The Contracting Party will fully indemnify Ball Connect in this regard.
12.3 Ball Connect is at all times entitled to refrain from repairs and/or maintenance if, in its opinion, this is pointless or disproportionate.
12.4 In the event of repair/maintenance, the Supplier in no way guarantees, and is in no way liable for, that the goods in question will then again be in good working condition.
13. Liability
13.1 Unless otherwise arising from mandatory law provisions regarding (product) liability and except in the case of intent or gross negligence on the part of Ball Connect delivered or service provided by Ball Connect. The contractor expressly indemnifies Ball Connect against claims based on any such damage. Ball Connect is furthermore not liable for damage, caused directly or indirectly, by: - improper use of the delivered goods or for a purpose other than that for which it is suitable according to objective standards or for which Ball Connect could reasonably assume that it would be are used; – careless behaviour of the Contracting Party or others outside Ball Connect; – infringement of any intellectual property right, which is the direct or indirect result of the use of data provided by the Contracting Party.
Ball Connect being expressly stated in the Agreement, this always takes place entirely at the risk of the Contracting Party.
13.2 If Ball Connect helps with the installation of goods, without this being expressly stated in the Agreement, this always takes place entirely at the risk of the Contracting Party.
13.3 If Ball Connect is nevertheless held liable, this will at all times be limited to direct damage and this will at all times be limited to the amount reimbursed in the relevant case by Ball Connect's (liability) insurer; If necessary, Ball Connect will provide information at the request of the Contracting Party as to the amount up to which it is insured. In other cases, any liability of Ball Connect is at all times limited to the net invoice amount invoiced for the relevant item or in the relevant case.
13.4 All claims relating to Ball Connects liability lapse after 1 year (2 years for Contracting Parties who are consumers) after the damage has manifested itself or has been discovered or could reasonably have been discovered and in any case after 2 years. after delivery, without prejudice to the provisions of Article 17.
14. Advertisements
14.1 Observable complaints about goods/work or services supplied by Ball Connect must be reported in writing and with reasons to Ball Connect within 8 days of delivery. For Contracting Parties who are consumers, this period is 2 months. For hidden defects, complaints can only be submitted in writing within the applicable warranty period.
14.2 Complaints will be investigated for validity as soon as possible after receipt by Ball Connect. The Contracting Party will allow Ball Connect to investigate the matters in question (possibly in the Contracting Party's company). Ball Connect will then decide whether the complaint is justified. If so, the Contracting Party will return the goods to Ball Connect. Ball Connect will then take back the goods and replace them as soon as possible at its expense, or grant the Contracting Party a reasonable price reduction.
14.3 If no complaint is made within the applicable period or not in the prescribed manner, the delivered goods will be deemed to fully comply with the Agreement and to have been accepted by the Contracting Party.
14.4 Submitting a complaint never releases the Contracting Party from its payment obligations towards Ball Connect.
14.5 Any return shipment must be made free of charge and will only be accepted by Ball Connect after it has given the Contracting Party prior written permission for this.
15. Retention of title
15.1 All goods/Works delivered by Ball Connect remain its property until full payment of all that the Contracting Party owes to Ball Connect. The Contracting Party will grant Ball Connect access to the goods to take them away upon first request, on penalty of an immediately payable fine of € 1,500.
15.2 The Contracting Party is obliged, as long as it retains ownership of the goods delivered by Ball Connect, to keep these goods separated from other goods in such a way that they can be easily and clearly recognised as goods of Ball Connect.
15.3 In the event of non-payment of any amount owed by the Contracting Party to Ball Connect, and if the Agreement is dissolved, Ball Connect will be entitled to reclaim the goods as its property, after settlement of any payments already made in respect of those goods.
15.4 The Contracting Party is entitled to sell or use goods in the context of normal business operations; However, no security right may be established on these items, while the Contracting Party may not perform any actions with regard to these items that would cause them to become part of other items. This permission expires immediately at the time that the Contracting Party fails in any way with regard to claims, is granted a provisional suspension of payments, or is declared bankrupt. In the event that goods are resold in respect of which a retention of title still applies in favour of Ball Connect, the Contracting Party is obliged to retain ownership thereof and to assign the claims on the debtor of the Contracting Party to the Supplier at Ball Connects first request. Ball Connect can agree with a third party that he will pay Ball Connect the price owed on his behalf and will therefore be subrogated to Ball Connects claim. Payment by a third party does not terminate its retention of title. Through the subrogation, Ball Connect delivers the reserved property to the subrogated party. From the time of subrogation, Ball Connect will hold the described matters for the subrogated party.
16. Payment and Default
16.1 Payment must be made net in cash at the time stated in the Agreement or otherwise no later than 8 days after the invoice date. Payment will be deducted from the costs, then from the interest due and then from the oldest outstanding principal sum and the current interest.
16.2 If the term referred to in paragraph 1 of this Article is exceeded, the Contracting Party is legally in default and owes 2% interest per month on the full invoice amount.
16.3 The Contracting Party is not entitled to offset any amount against the purchase price.
16.4 All collection costs will be borne by the Contracting Party. These extrajudicial costs are set at least 15% of the principal sum and interest with a minimum of € 300 excluding VAT, without prejudice to Ball Connects right to claim the actual extrajudicial costs.
16.5 If the Contracting Party does not comply with any obligation under an Agreement or if Ball Connect may reasonably suspect that the Contracting Party will not comply with any obligation in the future, Ball Connect has the right: a) to request payment in advance or adequate security for payment (maximum 50% among consumers); b) to suspend deliveries; c) to terminate the relevant Agreement in whole or in part; d) one or more Agreements in respect of which the Contracting Party is not in default to dissolve or suspend with immediate effect, without prejudice to Ball Connects right to claim full compensation.
17. Warranty/Service
17.1 Subject to these Terms and Conditions, Ball Connect guarantees the soundness of the materials used and the promised properties, provided that the Contracting Party observes the supplied usage and maintenance instructions. This warranty applies for a period of 1 year (starting upon delivery). The warranty or liability for goods purchased elsewhere by Ball Connect only applies if and insofar as the original manufacturer(s) provide/accept these, the name and address of which Ball Connect will state in the Agreement. A warranty only applies to second-hand products if this has been expressly agreed. There is no warranty for consumables. Ball Connect expressly gives no warranty on items that it installs but that are not supplied by Ball Connect itself. Furthermore, Ball Connect accepts no liability for any damage caused as a result. If a case as referred to here occurs, Ball Connects warranty obligation will lapse immediately.
17.2 Defects in goods covered by the warranty will be repaired, supplemented or replaced by a new delivery if, in the opinion of Ball Connect, the defects are attributable to it. Compliance with the warranty obligation constitutes sole and complete compensation.
17.3 Warranty work will be carried out within its company or at the Contractor's discretion, at Ball Connects discretion. The times of the warranty work will be determined by Ball Connect in consultation with the Contracting Party. If Ball Connect has to have warranty work carried out outside its own company, it is entitled to charge the associated travel and accommodation costs to the Contracting Party. The last sentence does not apply in the case of a Contracting Party who is a consumer.
17.4 All warranty claims lapse if the Contracting Party itself has made changes to the delivered goods, if the delivered goods have not been used accurately according to the instructions or have otherwise been used improperly, if the delivered goods have been used for purposes other than those for which they were intended.
17.5 Failure by the Contracting Party to fulfil one or more of its obligations, including parts thereof, releases Ball Connect from its warranty obligation.
18. Right of retention
18.1 The Contracting Party has a right of retention on all goods of the Contracting Party that are at Ball Connect as long as the Contracting Party has not fulfilled all its obligations to Ball Connect.
18.2 Ball Connect is obliged to manage these goods in accordance with good commercial practice. However, the Contracting Party will not be able to assert any right to compensation in the event of total or partial destruction or loss of those goods and/or damage thereto. The risk for those goods also remains with the Contracting Party.
19. Termination of agreement
19.1 In the event of default by the Contracting Party, Ball Connect is entitled to terminate the Agreement without judicial intervention, without prejudice to Ball Connects right to claim damages and to demand performance. These Terms will remain in effect until the mutual rights and obligations have been fulfilled.
19.2 Ball Connect may terminate the Agreement with the Contracting Party immediately in writing without judicial intervention if:
the Contracting Party is declared bankrupt, transfers assets, submits a request for suspension of payments, or suspension of payments is granted or (part of) the assets are seized;
the Contracting Party, if it is a natural person, dies or is placed under guardianship, or the Contracting Party's goods are placed under administration;
if the Contracting Party is a legal entity, its liquidation commences, or a claim for dissolution is instituted or a dissolution decision is taken.
19.3 If an agreement is dissolved, the amounts that the Contracting Party owes to Ball Connect at the time of dissolution will remain due and the Contracting Party will owe interest and costs in respect of these amounts, without prejudice to Ball Connects right to claim compensation.
20. Dissolution by the Contracting Party
20.1 The Contracting Party may terminate the Agreement in the following cases: - if, after exceeding the delivery time, Ball Connect again exceeds a new delivery time agreed by the Parties without justification (for example, force majeure); or – if Ball Connect cannot fulfil its delivery obligation within a reasonable period and has communicated this to the Contracting Party. In the event of dissolution, any damage suffered by the Contracting Party will not be compensated.
20.2 The Contracting Party who is a consumer can terminate the Agreement in writing without giving reasons within 7 working days after receipt of ordered goods. In that case, the Contracting Party who is a consumer will receive a refund of his payment within 30 days of the termination. The goods will also be returned within 30 days and at the expense and risk of the Contracting Party who is a consumer, which means that damage and/or loss must be compensated by him. If the Contracting Party who is a consumer returns the good too late, he will be deemed not to have terminated the agreement.
20.3 Article 20.2 does not apply if it concerns items that have been designed to the Contractor's specifications, nor when the item is personal in nature.
21. Miscellaneous
21.1 Agreements are governed by law, with the exclusion of the applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).
21.3 If any provision of these Terms and Conditions is invalid in whole or in part, this will not have any consequences for the validity of the other provisions of these Terms and Conditions.
21.4 Parties can only deviate from these Conditions in writing. The applicability of other general terms and conditions is excluded.