Terms and Conditions
Article 1. Applicability
1.1 These General Terms and Conditions of Sale apply to all offers, orders and agreements of Merlin Security Services BV to the exclusion of any other general terms and conditions.
1.2 Accepting an offer or placing an order means that the other party accepts the applicability of these Terms and Conditions.
1.3 The provisions of these Terms and Conditions can only be deviated from in writing, in which case the other provisions will remain in full force and effect.
1.4 All rights and claims, as stipulated in these Conditions and in any further agreements for the benefit of Merlin Security Services BV, are also stipulated for the benefit of intermediaries and other third parties engaged by Merlin Security Services BV.
Article 2. Offers/agreements
2.1 All offers from Merlin Security Services BV are without obligation and we expressly reserve the right to change the prices, in particular when this is necessary on the basis of (legal) regulations.
2.2 All offers are valid as long as stocks last.
2.3 An agreement is only concluded after acceptance of your order by Merlin Security Services BV. We are entitled to refuse orders or to attach certain conditions to the delivery, unless explicitly stated otherwise. If an order is not accepted, we will inform you within ten days of receipt of the order.
2.4 Orders (written, verbal or by e-mail) placed with Merlin Security Services BV are binding and can only be changed or dissolved in consultation with Merlin Security Services BV.
Article 3. Prices and payments
3.1 The prices stated for the products and services offered are in Euros and exclusive of VAT and exclusive of handling and shipping costs, any taxes or other levies, unless stated otherwise or agreed in writing.
3.2 Payment must be made in cash on delivery or by bank transfer in advance without additional discount or compensation. Payments on invoice only in consultation with Merlin Security Services BV. Invoices must be paid within fourteen days of the invoice date if it concerns deliveries within the Netherlands, and within twenty-one days of the invoice date if it concerns deliveries outside the Netherlands, unless otherwise agreed in writing.
3.3 Payment can be made by cash on delivery, iDeal or bank transfer. When paying by bank, the date of payment is the date of crediting the bank account of Merlin Security Services BV
3.4 If the payment term is exceeded, the other party will be in default from the day payment should have been made and the other party will owe default interest of one percent per month or part of a month on the outstanding amount from that day.
3.5 If payment is made after a reminder from Merlin Security Services BV, the other party owes an amount of 11 (eleven) Euro in administration costs and if Merlin Security Services BV outsources its claim for collection, the other party also owes the collection costs, which are fifteen percent of the outstanding amount. with a minimum of thirty-five euros, without prejudice to the authority of Merlin Security Services BV to instead claim the extrajudicial collection costs actually incurred.
3.6 If the other party is in default with any payment, we are entitled to suspend or dissolve (the execution of) the agreement in question and related agreements.
3.7 If the prices for the offered products and services increase in the period between the order and its execution, the other party is entitled to cancel the order or to dissolve the agreement within ten days after notification of the price increase by us. There are no costs associated with this cancellation for the other party.
Article 4. Delivery and shipping costs
4.1 The delivery times specified by us are only indicative. Exceeding any delivery term does not entitle the other party to compensation, nor the right to cancel the order or to dissolve the agreement, unless the exceeding of the delivery term is such that the other party cannot reasonably be expected to maintain the agreement. In that case, the other party is entitled to cancel the order or to dissolve the agreement insofar as this is necessary.
4.2 The delivery of the products takes place at the place and time at which the products are ready for shipment to the other party.
4.3 If the products are collected from Merlin Security Services BV, no shipping costs will be charged. If the products have to be delivered and the value of the order is less than six hundred Euros, fifteen Euros shipping costs will be charged. Orders above six hundred Euro will be delivered carriage paid. In case of COD delivery, additional transport costs will be charged, even for orders above six hundred Euros. These extra costs are one percent of the total order amount including VAT, with a minimum of 12.50 Euro.
Article 5. Retention of title
5.1 Delivery takes place subject to retention of title. The ownership of the delivered products only transfers if the other party has paid all that which the other party owes to Merlin Security Services BV on the basis of any agreement. The risk with regard to the products is already transferred to you at the time of delivery.
5.2 Merlin Security Services BV hereby already reserves the rights of pledge for and then the rights of pledge as referred to in article 3: 327 Dutch Civil Code as additional security for claims, other than those referred to in paragraph 1 of this article, which Merlin Security Services BV may have against the other party for whatever reason. The authority included in this paragraph also applies with regard to goods delivered by Merlin Security Services BV, which have been processed or processed by the other party, as a result of which Merlin Security Services has lost its property rights.
5.3 If the other party does not fulfill its obligations or there is a well-founded fear that it will not do so, Merlin Security Services BV is entitled to dispose of delivered goods subject to the retention of title referred to in 5.1 from the other party or third parties who hold the goods for the other party. take away or take away. The other party is obliged to provide full cooperation in this regard on pain of a fine of 10% of the amount owed by it per day.
5.4 If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the other party is obliged to inform Merlin Security Services BV of this as soon as can reasonably be expected.
5.5 The other party undertakes at Merlin Security Services BV's first request:
- to insure and keep insured the rented goods and/or goods delivered subject to retention of title against fire, explosion and water damage and against theft and to make the policy of this insurance available for inspection, unless otherwise agreed;
- pledge to Merlin Security Services BV all claims of the other party against insurers with regard to the leased goods, as well as the goods delivered subject to retention of title, in the manner prescribed in article 3:329 of the Dutch Civil Code;
- to pledge to Merlin Security Services BV the claims that the other party acquires against its customers in the event of resale of goods delivered subject to retention of title in the manner prescribed in article 3:329 of the Dutch Civil Code;
- to mark the goods delivered under retention of title as the property of Merlin Security Services BV
- to cooperate in other ways with all reasonable measures that Merlin Security Services BV wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the other party in the normal conduct of its business.
Article 6. Intellectual and industrial property rights
6.1 The other party must fully and unconditionally respect all intellectual and industrial property rights that rest on the products delivered by Merlin Security Services BV.
6.2 Merlin Security Services BV does not guarantee that the products delivered to the other party do not infringe any (unwritten) intellectual and/or industrial property rights of third parties.
Article 7. Complaints and liability
7.1 The other party has the obligation to inspect on delivery whether the products comply with the agreement. If this is not the case, the other party must notify us of this as soon as possible and in any event within ten days after delivery, at least after observation was reasonably possible, in writing and with reasons.
7.2 If it is demonstrated that the products do not comply with the agreement, Merlin Security Services BV has the choice to replace the products concerned with new products upon return or to refund the invoice value thereof.
7.3 If the other party does not wish to purchase a product for whatever reason, the other party has the right to return the product to Merlin Security Services BV within fourteen (14) days after delivery.
If the other party still decides that the other party does not want the product, the other party can receive a refund of the purchase price minus administration costs and shipping costs incurred.
Returns are only accepted in this case if the packaging of the product and the product itself are undamaged.
Article 8. Orders/communication
8.1 For misunderstandings, mutilations, delays or improper transmission of orders and communications as a result of the use of the Internet or any other means of communication in the traffic between your counterparty and Merlin Security Services BV, or between Merlin Security Services BV and third parties, insofar as relating to the relationship between the other party and Merlin Security Services BV, Merlin Security Services BV is not liable, unless and insofar as there is intent or gross negligence on the part of Merlin Security Services BV.
Article 9. Force majeure
9.1 Without prejudice to its other rights, Merlin Security Services BV has the right in case of force majeure, at its own discretion, to suspend the execution of the other party's order, or to dissolve the agreement without judicial intervention, such by the other party notifying this. in writing and without Merlin Security Services BV being obliged to pay any compensation, unless this would be unacceptable in the given circumstances according to standards of reasonableness and fairness.
9.2 Force majeure is understood to mean any shortcoming that cannot be attributed to Merlin Security Services BV, because it is not due to its fault and is not for its account under the law, legal act or generally accepted standards.
Article 10. Complaints procedure
10.1 All employees of Merlin Security Services BV do their utmost to provide the best possible service to the other party, both personally and technically. However, things do not always go as expected and complaints can arise. It is best to discuss these complaints directly with the employee concerned. But if that is not possible or does not work, the other party (or others on behalf of the other party) has the option of submitting a complaint to Merlin Security Services BV.
10.2 The other party must submit the complaint in writing (also by email). Reporting a complaint by telephone is only possible if it is urgently needed.
10.3 The other party will receive a confirmation of receipt within two working days. Merlin Security Services BV will investigate the complaint and strive for an answer that is acceptable to both you and the employee(s) involved. The other party of Merlin Security Services BV will receive an answer to the complaint within one week after the confirmation of receipt.
10.4 Merlin Security Services BV has a duty of confidentiality when handling complaints.
10.5 When handling your complaint, you can always be assisted by a family member or a lawyer. Any costs of such assistance shall be borne by the other party; the complaint handling itself is free of charge.
Article 11. Miscellaneous
11.1 If you provide the other party with an address in writing to Merlin Security Services BV, Merlin Security Services BV is entitled to send all orders to that address, unless the other party notifies Merlin Security Services BV in writing of another address to which the orders must be delivered. sent.
11.2 If, tacitly or otherwise, Merlin Security Services BV has allowed deviations from these Terms and Conditions for a short or longer period of time, this does not affect its right to demand immediate and strict compliance with these Terms and Conditions. The Other Party can never assert any right on the grounds that Merlin Security Services BV applies these Conditions flexibly.
11.3 If one or more of the provisions of these Terms and Conditions or any other agreement with Merlin Security Services BV conflict with any applicable legal provision, the relevant provision will lapse and will be replaced by a establish new legally permissible comparable provision.
11.4 Merlin Security Services BV is authorized to make use of third parties for the execution of order(s).
Article 12. Applicable law and competent court
12.1 All rights, obligations, offers, orders and agreements to which these Conditions apply, as well as these Conditions, are exclusively governed by Dutch law.
12.2 All disputes between the parties will be submitted exclusively to the competent court in the Netherlands.