These conditions apply to all agreements to be concluded by us casu quo services to be carried out and all tenders made by us, such to the exclusion of conditions made and/or registered by buyers or others on their letter paper, order and delivery forms, invoices, etc. Merely giving an order shall mean that buyer accepts these conditions. Any deviation from these conditions shall only be possible if expressly agreed so in writing. The term "buyer" in these conditions shall be understood to include "principal".
1. shall be without engagement, unless the opposite is expressly stated in writing. We shall not be responsible for errors and differences in the samples, drawings, given dimensions, weights, models, colours and/or other data provided by us to buyer.
2. Orders shall only bind us after they have been accepted or confirmed by us in writing. If no previous written acceptance casu quo confirmation of an order has taken place, the agreement shall be accomplis- hed by the fact that we comply with a request of buyer to deliver, either in full or in part, or by the fact that we forward an invoice to a buyer who has requested a delivery.
1. All tenders made in price-lists or otherwise shall be without engagement, unless the opposite is ex- pressly stated in writing. We shall not be responsible for errors and differences in the samples, drawings, given dimensions, weights, models, colours and/or other data provided by us to buyer.
2. Orders shall only bind us after they have been accepted or confirmed by us in writing. If no previous written acceptance casu quo confirmation of an order has taken place, the agreement shall be accomplis- hed by the fact that we comply with a request of buyer to deliver, either in full or in part, or by the fact that we forward an invoice to a buyer who has requested a delivery.
Any alteration or cancellation of an agreement shall only be possible with our approval in writing. If buyer wants to alter or cancel the concluded agreement he shall be bound to compensate us for all losses including lost profit and all expenses ensuing from the alteration or cancellation.
1. The prices stated by us are based on ex-works delivery, in Euro's exclusive of VAT and exclusive of import or export duties or any other charges or taxes.
2. The prices stated by us shall be without engagement and shall be subject to price changes. We are entitled to pass on to buyer any increases in price which take place before the respective order has been confirmed.
1. Delivery shall take place ex factory Deventer, unless expressly agreed upon otherwise in writing and/or explicitly otherwise specified on our price-lists.
2. The delivery times indicated shall only be valid approximately. Any exceeding of a delivery time shall not entitle buyer to cancel the order or to refuse the reception of the goods or payment of the same, neither shall we be obliged to pay any compensation whatsoever to buyer.
3. If after the expiration of the delivery time the goods have not been accepted by buyer they shall remain at the disposition of buyer and shall be stored for his account and risk.
4. As regards the quantity agreed upon of the goods to be delivered by us the rule shall apply that a dif- ference percentage of 10% is considered accepted under a corresponding invoicing unless expressly agreed upon otherwise in writing.
All goods, excluding those which are sold carriage paid or which are fully or partly unpacked, shall travel at buyer's risk. We shall determine the manner of transport, also in case of non-carriage paid consignments. If owing to causes beyond our will it is not possible for us to deliver, we shall be entitled to store the goods or cause them to be stored, which are ready to be delivered, for the account and risk of buyer, and to demand payment for such goods as if delivery had taken place.
Complaints concerning deliveries shall not influence any other agreements or legal relationships between parties, and shall have to be made by buyer to us in writing, and shall be in our possession within 14 days after receipt of the goods, or, if buyer could reasonably detect the shortcoming only at a later date, within 8 days after detecting the short- coming. The complaint should be made by means of an exact statement in writing of the nature and base of the complaints and under forwarding of the packer's number and mentioning the number of the respective invoice and under forwarding of the necessary unused samples. Any treatment or use of the delivered goods by buyer, as well as bringing the goods into the hands of third parties, shall invalidate the right to make complaints. If a complaint is well founded we shall be entitled, at our choise to credit buyer's account against return of the defective goods or make provisions for redelivery or retreatment of the goods in question.
1. We provide a guarantee on the new goods delivered by us for a period of 90 days after delivery. All goods or component parts of the same which might show defects as a result of inferior construc- tion or inferior material during the said period, shall be repaired or replaced (at our option) by us free of charge, provided such defects are brought to our attention in writing at once after having been detec- ted and in any case within the periods referred to in article 7. No liability shall apply in those cases in which the usual production loss takes place during the processing of the delivered goods.
2. If buyer carries out, without our previous permission, any repairs or alterations, or causes them to be carried out, or if buyer does not fulfill any of his obligations, said guarantee shall be cancelled immediately. Buyer shall not be entitled to refuse payment on the ground of the fact that we have not, not entirely or not timely fulfilled our guarantee liability. Without prejudice to the foregoing we shall never be liable for any indirect loss such as loss as a result of closing down of a business, delay, disturbance or any other trading loss for whatever reason or of whatever nature, neither for any direct or indirect loss or damage caused to or by the goods delivered by us, or for damage caused to goods and persons. Any liability on our part, for any reason whatsoever, shall always be limited to the amount of the purchase price of the delivered goods as a maximum, which purchase price shall already have been paid by buyer at the time of his claim. Buyer shall keep us indemnified in respect of any liability towards third parties resulting from a defect to the delivered goods.
3. In exceptional cases we may decide to outsource production to third parties. We fully control this process in all aspects and therefore provide the same guarantee as for products produced by ourselves.
Without prejudice to what has been formulated in these conditions all goods delivered shall remain our property until the buyer fulfilled all his obligations to- wards us. Before payment in full buyer shall not be entitled to transfer any rights regarding these goods to third parties. In case of infringement in this respect, as well as in the event of applicability in full or in part of article 11, we shall be entitled without any authorisation from buyer or the court being required, to take back all goods delivered by us ourselves or to have them fetched back from the location where the goods are to be found. In such case all our invoices and/or other claims shall be due.
1. Unless agreed otherwise, all invoices shall have to be paid within 30 days after date of invoice without any appeal to discount, compensation or set-off. If buyer does not pay within the agreed period he shall be in default by the mere expiration of this period without any proof of default or summons being required, and buyer shall have to pay an overdue interest equal to the discount rate for promissory notes of De Nederlandsche Bank N.V. increased by 2%, interest covering part of the month being calculated as a full month.
2. Furthermore, we shall be authorised apart from the principal claim and the interest to demand from buyer all (extra)judicial expenses which have been caused by non-payment or non-payment in good time. (Extra)judicial expenses shall in any case have to be paid by buyer if for the recovery we have to call upon the services of a third party. Such expenses shall be calculated in accordance with the regular tariffs as used by the "Nederlandse orde van Advocaten".
3. If we are in doubt about the solvency of buyer we shall be entitled to suspend the fulfilment of our obligations - even if the execution of the same has already been started - until buyer has deposited security to our satisfaction for all his obligations ensuing from the respective agreement or from any other agreements whether or not (partly) realised.
In the event buyer does not fulfill any obligation of any agreement towards us, if he has got into a moratorium or threatens to do so, if he is declared bankrupt or if he decides to liquidate his business, or if we receive information indicating with reasonable certainty that buyer will probably be unable to fulfill his obligations to pay, we shall be entitled to suspend all agreements existing at that time, without intervention of the Court, or to dissolve such agreements by registered letter either in full or in part, to consider claims not yet payable to be payable immediately, and to reclaim any goods already delivered but still unpaid for, without prejudice to our right to claim compensation for loss, lost profit and interest.
If as a result of force majeure we are not in a position to fulfill any of our obligations we shall at our choice be entitled to suspend fulfillment or fully abandon the contract, according to circumstances. Without prejudice to the provision in article 75, Volume 6, of the Civil Code, as force majeure shall be considered circumstances beyond our will and through no fault of our own, said circumstances being of such a nature that fulfillment of the agreement may reasonably not be expected from us.
All disputes arising from or with reference to agree- ments concluded under the present conditions and agreements which are a consequence of the same, shall exclusively be judged by the Zwolle-Lelystad court.
All agreements concluded under the present conditi- ons and any further consequential agreements shall be governed by Dutch Law only.
These general terms and conditions may be changed from time to time. These changes do apply to existing contracts if the new version of the general terms and conditions is send to buyer by registered mail and buyer does not by registered mail reject the new terms and conditions within 14 days after receiving them.