Definitions can be used in both singular and plural, without loss of substantive meaning. In the context of these General Terms and Conditions, in writing means any form of communication by post, fax or email.
Scope of application of the General Terms and Conditions
These General Terms and Conditions apply to all Offers, Agreements, Orders and deliveries made or entered into by the Vendor, unless the Parties expressly agree otherwise in writing. The Party with which an Agreement is concluded at any time agrees to the applicability of these General Terms and Conditions to subsequent Offers, Agreements, Orders and deliveries. Changes and additions made by the Purchaser to the General Terms and Conditions will only be effective if the Vendor expressly agrees with them in writing, and shall only apply to the Agreement concerned.
If, when concluding an Agreement, the Purchaser expressly contradicts the applicability of these General Terms and Conditions, and/or refers to its own terms, the Agreement shall be considered as not concluded.
The applicability of the Purchaser’s general terms and conditions, under whatever name, is explicitly excluded.
The Vendor reserves the right to change the General Terms and Conditions at any time. The changed terms and conditions shall apply from the moment the Vendor notifies the Purchaser of the changes.
If any provision of these General Terms and Conditions is deemed invalid, void or otherwise non-binding by a competent court, the other provisions of these General Terms and Conditions shall remain unabridged and thus fully in force. The Parties will then engage in dialogue to develop new rules to replace any invalid, void or otherwise non-binding provision, where the purpose and intent of the original provision shall be respected as far as possible.
If the content of the Agreement differs from the content of these General Terms and Conditions, the content of the Agreement shall prevail.
Offers made by the Vendor are always in writing and without obligation, unless agreed otherwise in writing. Oral commitments do not bind the Vendor. Offers expire if the Purchaser does not accept them within a reasonable period. The Offers expire in any case if a deadline set by the Vendor for acceptance of the Offer is exceeded.
Sizes, weights, price lists, images, specifications and other documentation published by the Vendor in its Offers, catalogues, circulars and other advertising material are merely indicative, and do not bind the Vendor in any way, or entitle the Purchaser to any rights. All Vendor prices are ex-warehouse, exclusive of VAT and other government levies, inclusive of normal packaging costs, unless agreed otherwise in writing.
The Vendor can never be bound to an Offer if the Purchaser can and should be reasonably expected to understand that the Offer or any part thereof contains an obvious mistake or error.
A quotation for more than one Product does not bind the Vendor to implement a part of the Agreement for a corresponding part of the price. Offers do not automatically apply to subsequent Orders or Agreements.
On acceptance of an Offer, the Vendor shall confirm the Order to the Purchaser in writing.
The Agreement is only concluded when the Vendor accepts it in writing by signing it.
The Purchaser is always entitled to request the Vendor to make changes to the Order or Agreement. The Vendor is always entitled to make additional charges as a result of changes to the Order or Agreement with the Purchaser. The Vendor reserves the right to refuse requested changes or changes to contracted work.
Only those duly authorised under the statutes of the Vendor, and/or an entry in the appropriate registers of the Chamber of Commerce and Industry, may enter into Agreements on behalf of the Vendor. It is hereby expressly stated that representatives and agents of the Vendor do not have the authority to conclude binding Agreements on behalf of the Vendor.
If, after conclusion of the Agreement between the Vendor and the Purchaser, there are any changes to VAT, salaries, other taxes, duties, levies, premiums for employee insurance or other charges imposed by the government, or a new collective labour agreement is concluded, or changes in prices of raw materials or other materials, or changes to prices in connection with fluctuating exchange rates of foreign currencies, then the Vendor shall be entitled to change the agreed price, subject to due observance of relevant statutory regulations, if and insofar as the aforementioned changes affect or might affect the implementation of the Agreement.
If the Vendor exercises the above-mentioned entitlement, and intends to increase the agreed price by more than 15% (fifteen percent) within three (3) months after the conclusion of the Agreement, the Purchaser is entitled, subject to due observance of relevant statutory regulations, to dissolve the Agreement, except insofar as the entitlement to raise prices arises from the law.
Quality, advertising, complaints
The Vendor assures that the products supplied to the Purchaser are in conformity with the description, quality and quantity specified in the Order or Agreement.
The Purchaser is obliged, to the extent that may be reasonably require, to inspect products immediately after delivery.
Complaints about defects in Products, or missing or unordered Products, that are found or where in all reasonableness should have been found on inspection, must be reported in writing by the Purchaser to the Vendor immediately, and in any event within eight (8) days after delivery, specifying in detail the nature and basis of the complaints
In the event of a defect within the meaning of Article 7.3, the Purchaser is obliged to stop using the Products, and as a prudent debtor take care of the Products and take appropriate mitigating measures. The Purchaser shall strictly follow and cooperate with the Vendor’s instructions which are necessary to investigate the defect identified by the Purchaser, and associated circumstances such as the treatment and use of the Products.
Minor deviations in quality, colour, size, weight and appearance which are usual in the industry, or technically unavoidable, are not a reason for complaints.
If the Purchaser does not fully and properly comply with the provisions in this article, all the Purchaser’s claims in the matter shall lapse.
Any rights claimed by the Purchaser due to the Vendor’s failure to comply with its obligations must be invoked in writing by registered letter within eight (8) days after the Purchaser discovers the defect or could reasonably have been expected to do so, failing which the rights of the Purchaser in the matter shall lapse. The Purchaser’s rights in the matter also lapse if the Purchaser tries to personally resolve or have resolved an alleged problem before obtaining the express written consent of the Vendor
In derogation of the statutory limitation periods, the limitation of all claims and defences against the Vendor and any third parties involved by the Vendor in the implementation of the agreement is one (1) year.
Supply and delivery times
The Vendor is responsible for the sound and suitable packaging of the Products.
The Products will be shipped ex-factory by the Vendor, or delivered to the agreed place or places in the method set out in the Order or Agreement, or as agreed afterwards.
If, for packaging purposes, the Vendor or third parties operating on its behalf put transport pallets, packing cases, crates, containers, etc. at the disposal of the Purchaser, irrespective of this being in return for payment of a deposit, the Purchaser is obliged to return these items (unless it concerns disposable packaging) to the address provided by the Vendor, failing which the Purchaser must compensate the Vendor for damages.
Excluding that provided in Article 11 and Article 12, ownership of and any risks associated with products are transferred to the Purchaser upon delivery Delivery means when the bill of lading/cargo list is signed as approved by the Purchaser.
The Purchaser is responsible for unloading after delivery by the Vendor.
Shipping will be charged on Orders placed in the Netherlands with an invoice value of less than € 250,- (two hundred and fifty euros) excluding VAT. Orders placed in the Netherlands with an invoice value of € 250,- (two hundred and fifty euros) or more excluding VAT are shipped free in the Netherlands. Deliveries of Products by the Vendor to locations outside the Netherlands are ex-works, based on the most recent version of the International Commercial Terms (Incoterms), unless explicitly agreed otherwise in writing.
If, in derogation of Article 8.6, the Purchaser and Vendor agree that the Products are shipped COD, and if such a COD delivery is refused (a written statement by the carrier is sufficient proof of this), then the Vendor shall not be obliged to offer the Products again until the Purchaser has fulfilled all its payment obligations towards the Vendor
Delivery times established or used by the Vendor are approximate, and can never be considered deadlines.
The delivery time is determined on the assumption of timely delivery to the Vendor by third parties of the goods and/or Products required to implement the Agreement. If this assumption turns out to be unfounded, and a delay in the delivery arises, even as a result of circumstances that could have been foreseen when concluding the Agreement, then the delivery time will be extended by a number of days equal to this delay. If, after the conclusion of the Agreement, the Purchaser changes the Order or otherwise delays its implementation, the delivery time will be extended.
The Purchaser is not entitled to compensation for any damage if the delivery time set by Vendor is exceeded.
Even if the delivery time determined by the Vendor is exceeded, the Purchaser must still properly and timely fulfil its obligations towards the Vendor.
If the Purchaser believes that the exceeding of the delivery time determined by the Vendor can be regarded as unreasonably onerous, then the Purchaser must send the Vendor a registered letter or writ with a new reasonable delivery time. The parties shall then hold consultations as to the delivery time.
The Purchaser must purchase the Products within the agreed term. If Products are not timely purchased, the Vendor shall set the Purchaser a final period of one (1) week to complete the purchase, unless the Purchaser’s notification to the Vendor leads the latter to conclude that the Purchaser does not intend to purchase the Products.
If the Purchaser fails to purchase the Products even after the further term has expired, then the Vendor has the right to demand at its discretion full compliance with the Agreement, or to dissolve it by an extrajudicial declaration, without prejudice to the Vendor’s right to damages against the Purchaser
The Purchaser is not authorised to export the Product if it resells them. In the event of reselling to a third-party purchaser, the Purchaser must impose the obligation that the third-party purchaser will not export the product, and must also oblige the third-party purchaser to include the same obligation in any further agreement made between the third-party purchaser and its contracting party.
If, when the Products are ready for shipment, the Purchaser is unable to take delivery of the Products on the agreed date for whatever reason, then the Vendor shall store and safeguard the Products on the request of the Purchaser, and at the latter’s expense and risk, to the extent that the Vendor’s storage capabilities so allow, and shall also take all reasonable measures to prevent any deterioration in quality until the Products are delivered to the Purchaser.
From the time that the Products are ready for shipment, or the delivery date agreed in the Agreement if later, the Purchaser is obliged to compensate the Vendor for storage costs according to the Vendor’s usual fees, and if this does not exist, according to fees usual in the industry.
The Vendor is never liable to the Purchaser for any loss of quality of the Products due to storage as mentioned in this article.