Part A – General Terms and Conditions of SIG Nederland B.V.
These general terms and conditions apply to all products and services offered under the Speedline brand. Speedline is a brand of SIG Nederland B.V. Agreements are entered into with SIG Nederland B.V., hereinafter referred to as “SIG”, unless expressly stated otherwise.
In addition, the supplementary Speedline Distributor Terms and Conditions included in Part B apply to authorized Speedline distributors.
I. GENERAL PROVISIONS
The following general terms and conditions of delivery apply to all Products and/or Services supplied by SIG.
1. DEFINITIONS
The following definitions apply to these General Terms and Conditions of Delivery:
Offer | any offer made by SIG to a Customer in relation to Products and/or Services, in any form and by any means whatsoever;
Ex Works | Ex Works, in accordance with Incoterms® 2020;
Customer | any natural person or legal entity to whom SIG submits an Offer or with whom SIG enters into or has entered into an Agreement;
Article | an article of these Terms and Conditions of Delivery;
GDPR | General Data Protection Regulation;
Service | a service offered and provided by SIG, other than the execution of works or the supply of a Product;
Delivery | the supply by SIG of Products and/or Services;
Terms and Conditions of Delivery | these General Terms and Conditions of Delivery;
Agreement | the transaction whereby SIG and the Customer agree upon the delivery of Products and/or Services by SIG to the Customer in accordance with the provisions of these Terms and Conditions of Delivery and at a price agreed upon by SIG and the Customer and recorded in the Agreement;
Product | a product offered and supplied by SIG;
Recall | the withdrawal and removal of Products supplied by SIG to the Customer which contain a defect identified by SIG or the manufacturer of the Products, relating to the quality, safety, or application of the Products;
Speedline | the Speedline brand, owned by SIG Nederland B.V., under which Products and Services are offered;
SIG | the private limited liability company SIG Nederland B.V., having its registered office and principal place of business at Industrieweg 17, (5145 PD) Waalwijk, the Netherlands, registered with the Dutch Chamber of Commerce under number 18029601.
2. APPLICABILITY OF THE TERMS AND CONDITIONS OF DELIVERY
These Terms and Conditions of Delivery apply to all Offers made by SIG to a (prospective) Customer, all Agreements concluded by SIG with its Customers, and all Deliveries made by SIG to the Customer.
By accepting an Offer, entering into an Agreement, or accepting Products and/or Services, the Customer accepts the applicability of these Terms and Conditions of Delivery.
All Deliveries made by SIG to the Customer shall be governed by the provisions of the Agreement, including these Terms and Conditions of Delivery.
The applicability of any general terms and conditions and/or other conditions of the Customer is expressly rejected by SIG.
If these Terms and Conditions of Delivery have once become applicable to any Offer, Agreement, or Delivery made by SIG to the Customer, then these Terms and Conditions of Delivery, or at least the most recent version thereof, shall also apply to any subsequent Offer, Agreement, or Delivery made by SIG to the Customer without further notice.
In the event of any conflict between separately agreed written provisions between the parties and these Terms and Conditions of Delivery, the separately agreed written provisions shall prevail.
3. OFFER AND AGREEMENT
All Offers made by SIG are non-binding and are made on the basis of the prices and specifications applicable at the time of the Offer, subject to typographical errors and amendments. Offers are based on Delivery under normal circumstances and during normal working hours.
If a non-binding Offer is accepted by the Customer, SIG shall have the right to withdraw the Offer within fourteen (14) days after receipt of the acceptance, without stating any reasons.
SIG reserves the right to make changes to its Products and/or Services shown and described on its website, in catalogues, brochures, or other promotional materials.
If SIG is requested to submit an Offer to a Customer, but no Agreement is concluded on the basis thereof, SIG is entitled to charge the Customer for the costs incurred in preparing the Offer.
The Agreement between SIG and the Customer shall come into effect when:
a. the parties sign the Agreement; or
b. the Customer has accepted an Offer issued by SIG; or
c. SIG has already commenced its (preparatory) activities and the performance of the Agreement.
By entering into the Agreement, the Customer warrants that it is sufficiently creditworthy to fulfil its obligations. In this respect, SIG is entitled to obtain information from third parties regarding the Customer’s creditworthiness.
SIG is entitled to impose conditions on entering into an Agreement with the Customer, including full or partial prepayment or other payment arrangements, which the Customer accepts in advance.
Any agreements made before or after the conclusion of the Agreement, whether oral or otherwise, including those made by employees or representatives of SIG, shall only be binding upon SIG if confirmed by SIG in writing.
SIG is entitled to engage third parties for the performance of the Agreement.
SIG reserves the right to cancel Delivery by written notice to the Customer, provided that such cancellation is communicated at least thirty (30) working days before the scheduled Delivery date. In the event that SIG exercises this right, it shall not owe any compensation to the Customer.
4. DATA AND INFORMATION
The Customer warrants the accuracy, timeliness, completeness, and reliability of all information and data provided to SIG by or on behalf of the Customer.
The Customer shall provide SIG with all information concerning the purpose for which the Products and/or Services will be used, the conditions to which such Products and/or Services will be exposed, the manner of processing or application thereof, and all other information and data which the Customer may reasonably be expected to understand are necessary for the execution of the Agreement.
If information required for the execution of the Agreement is not provided, not provided in time, or not provided in accordance with the agreed arrangements, SIG shall be entitled to charge the resulting costs and to suspend execution of the Agreement.
If SIG displays a model, sample, or demonstration product, this shall be for indicative purposes only. The Products and/or Services to be delivered may differ from such model, sample or demonstration, and no rights can be derived therefrom.
Models, images, figures, dimensions, weights, and descriptions included in catalogues, offers, advertisements, and/or price lists are provided for indication purposes only, and no rights may be derived therefrom.
The information and advice published on the website and in other communications of SIG are based on the use and/or application of the Products and/or Services in accordance with accepted professional standards and under normal circumstances, depending on the specific situation.
Any information and advice provided by SIG is general and indicative in nature and shall not be binding upon SIG.
Information provided by SIG, including but not limited to prices and specifications, is subject to typographical errors and amendments.
If SIG is required to carry out a Recall in respect of Products supplied to the Customer, the Customer shall provide all reasonable cooperation required by SIG and shall undertake all actions requested by SIG in connection with such Recall.
5. PRICES, INVOICING AND PAYMENT
The prices and quotations issued by SIG shall be leading and binding, subject to price changes.
SIG’s prices are generally:
a. based on purchase prices, wages, labour costs, social security contributions, government charges, freight charges, insurance premiums, and other costs applicable on the date of the Offer or the conclusion of the Agreement;
b. based on Ex Works delivery by SIG;
c. inclusive of VAT;
d. stated in Euros (any exchange rate fluctuations shall be charged through).
The prices referred to in Article 5.2 do not include deposits or returnable packaging charges.
SIG shall charge the Customer for packaging, in whatever form, for which a deposit or packaging fee is payable to the supplier or manufacturer. SIG is obliged to accept the return of packaging supplied by it for which a deposit or packaging fee is paid, provided such packaging is returned in undamaged condition.
SIG reserves the right not to accept the return of packaging not supplied by SIG.
Refund of deposits or packaging charges shall only be made on the express condition that SIG is able to recover the deposit or packaging charge from its supplier or manufacturer.
If SIG is unable to recover such deposit or packaging charge, SIG shall assign all related rights against the supplier or manufacturer to the Customer.
If, after the conclusion of the Agreement but before its performance, costs incurred by SIG increase, including increases in material costs, raw material prices, transport costs, exchange rates, or currencies, SIG shall be entitled to increase the agreed price proportionally.
The Customer may derive no rights from discounts granted by SIG in the past.
Invoicing shall take place in the manner indicated by SIG.
Unless otherwise agreed in writing, payment must be made within fourteen (14) days from the invoice date.
Failure by the Customer to take delivery of Products and/or Services or the submission of a complaint shall not affect the payment obligation.
All payments made by the Customer shall be applied in the following order:
- costs;
- interest;
- principal amounts.
If the Customer fails to pay within the agreed term, the Customer shall automatically be in default and shall owe SIG interest equal to the statutory commercial interest rate as referred to in Section 6:119a of the Dutch Civil Code, together with all extrajudicial collection costs, which shall be set at no less than 15% of the amount due, including interest, with a minimum of €250.00.
If the Customer fails to fulfil its payment obligations due to unwillingness or inability to pay, SIG shall be entitled to suspend Delivery or terminate the Agreement, without prejudice to its right to full compensation.
Unlike SIG, the Customer shall not be entitled to set off any claims. In the event of a dispute regarding a claim, the Customer shall not be entitled to suspend its payment obligations towards SIG.
SIG is entitled at all times, before Delivery or during Delivery, to require advance payment or security for the fulfilment of the Customer’s payment obligations.
If partial deliveries are made, SIG shall be entitled to invoice such partial deliveries separately.
Unlike the Customer, SIG shall be entitled, without further consent, to set off any claim it or any affiliated company may have against the Customer with any claim the Customer may have against SIG or any affiliated company.
The Customer is prohibited from assigning, pledging, or otherwise transferring to a third party any claim arising from the Agreement against SIG without SIG’s prior written consent. The transferability of such claims is excluded within the meaning of Section 3:83(2) of the Dutch Civil Code.
Part B – Additional Speedline Distributor Terms and Conditions
Speedline is a brand of SIG Nederland B.V. All deliveries of Speedline products are subject to the general sales and delivery terms and conditions of SIG Nederland B.V.
In addition, the supplementary Speedline distributor terms and conditions included in Part B apply to authorized Speedline distributors. In the event of any conflict between Part A and Part B, the provisions of Part B shall prevail insofar as they specifically relate to the Speedline brand.
1. Definitions
For the purposes of these terms and conditions, the following definitions apply:
Supplier: SIG Nederland B.V., having its registered office and principal place of business at Industrieweg 17, (5145 PD) Waalwijk, the Netherlands, registered with the Dutch Chamber of Commerce under number 18029601, and owner of the Speedline brand.
Distributor: Any company or legal entity purchasing products from the Supplier for the purpose of reselling them as a B2B distributor.
Speedline: The brand name, products, and corporate identity produced and supplied by the Supplier.
Intellectual Property Rights: All rights relating to the name, logo, corporate identity, and other trademarks associated with the Speedline brand.
2. Use of the Brand Name and Logo
The Distributor is granted a non-exclusive, non-transferable, and revocable right to use the Speedline brand name and logo solely for the promotion and sale of products supplied by the Supplier.
The use of the brand name and logo must at all times comply with the Supplier’s corporate identity guidelines and must not harm the image or reputation of Speedline.
Any modifications to the brand name, logo, or corporate identity are permitted only with the Supplier’s prior written consent.
Advertisements, online publications, or other commercial communications in which the brand name or logo is used must be submitted to the Supplier for prior approval. If desired, SIG Nederland may support the Distributor with marketing activities.
The Distributor shall not make any misleading or false claims regarding the origin, quality, or characteristics of the products.
The use of the brand name and logo is permitted exclusively for products purchased directly from the Supplier. Use in connection with products from third parties or other brands is not permitted unless otherwise agreed in writing.
3. Non-Circumvention and Direct Purchasing
The Distributor undertakes not to contact, either directly or indirectly, the original manufacturer of the Supplier’s Speedline products, whether on its own behalf or through third parties.
All communications and orders relating to these products must be conducted exclusively through the Supplier. This provision shall remain in force throughout the duration of the business relationship.
The Distributor shall not purchase, directly or indirectly, Speedline products or similar products directly from the manufacturer or other suppliers, whether under the existing brand name or under another brand name or private label.
This restriction applies throughout the duration of the business relationship and shall remain in effect for a maximum period of twelve (12) months following termination of the relationship, unless otherwise agreed in writing.
In the event of a breach of this prohibition, the Distributor shall be liable for an immediately payable penalty of EUR 2,500 per violation, without prejudice to the Supplier’s right to claim additional compensation for demonstrable losses suffered.
The amount of the penalty shall be determined with due regard to the principles of reasonableness and fairness.
4. Termination of the Right of Use
If the Distributor terminates the business relationship or breaches these terms and conditions, the right to use the Speedline brand name and logo shall expire on a date to be agreed upon with the Supplier.
If the Supplier terminates the business relationship or breaches these terms and conditions, the Distributor shall retain the right to use the brand name and logo for a period of six (6) months following termination.
Upon termination of the business relationship or in the event of a breach of these terms and conditions by the Supplier, the Distributor’s right to use the brand name and logo shall remain in force for six (6) months following termination.
The Supplier reserves the right to take legal action and claim damages in the event of unauthorized use.
5. Liability and Enforcement
The Supplier reserves the right to monitor compliance with these terms and conditions at any time.
Violations may result in the immediate suspension of deliveries.
6. Governing Law and Disputes
These terms and conditions shall be governed by Dutch law.
Disputes shall initially be resolved through consultation and mutual discussion between the parties. If no resolution can be reached, the competent court of Zeeland-West-Brabant, location Breda, shall have exclusive jurisdiction.
7. Market Integrity and Suspension of Deliveries
The Distributor undertakes to apply pricing that preserves market integrity and does not result in unfair competition.
If the Distributor applies pricing that disrupts the market or damages the reputation of the Speedline brand, the Supplier reserves the right to suspend deliveries with immediate effect.
The Supplier shall not be liable for any damage suffered by the Distributor as a result of the suspension of deliveries pursuant to this provision.
8. Price Communication
Prices applicable to the following calendar year shall be communicated by 1 December at the latest.
Interim price changes shall be communicated no later than two weeks before their effective date.
9. Relationship with the General Terms and Conditions of SIG Nederland
These supplementary Speedline distributor terms and conditions are intended as an addition to the general sales and delivery terms and conditions of SIG Nederland B.V.
The general sales and delivery terms and conditions of SIG Nederland B.V. apply to all agreements concerning Speedline products.
In the event of any conflict between these supplementary terms and conditions and the general sales and delivery terms and conditions of SIG Nederland B.V., these supplementary Speedline distributor terms and conditions shall prevail to the extent that the relevant provision specifically relates to the Speedline brand, the distributorship, or the use of the Speedline brand.
For all other matters, the general sales and delivery terms and conditions of SIG Nederland B.V. shall remain fully applicable.
10. Publicity and Communication
SIG reserves the right to publish the Distributor’s details, including its company name, logo, and other relevant information, on the Speedline website, social media channels, newsletters, and other communication channels.
SIG may display the Distributor’s company name, logo, and business location on the Speedline website and in commercial communications as an authorized sales outlet for Speedline products.
If the Distributor objects to such publication, it may notify SIG in writing.