The delivery time starts at the latest on the following times: A. The day on which the agreement comes into effect. B. The day on which the Seller receives the necessary documents, information, permits and the like to perform the agreement. C. The day on which the seller receives the amount that the client may have to pay in advance according to the agreement.
If the delivery is wholly or partially prevented by force majeure, the seller can suspend the delivery or dissolve the agreement in whole or in part – insofar as it is not performed – and demand payment for what has been performed without being obliged to pay any compensation to your client.
Force majeure in these General Terms and Conditions of Sale and Delivery is understood to mean any circumstance beyond the will of the Seller – even if this was already foreseeable at the time of the conclusion of the agreement – that affect the performance of the agreement, whether or not permanently, and insofar as not already understood, prevents, danger of war, civil war, riot, strike, exclusion of employees, transport difficulties, fire and/or serious disruption of the functioning of the seller or its suppliers.
The seller reserves the right to deliver and invoice up to 10% more or less than the agreed amount in the case of products specially composed for the client.
Unless otherwise agreed in writing, the prices quoted by the seller, without prejudice to the foregoing with regard to fixed prices, are based on delivery ex works, warehouse or other storage, exclusive of VAT, import duties or other taxes, rights or obligations and exclusive of the costs of loading and unloading, transportation and insurance.
Unless otherwise agreed in writing, delivery of goods shall take place ex warehouse, whereby the goods shall be deemed to have been delivered by the Seller and have been accepted by the Client as soon as the goods have been offered to the Client and/or as soon as the goods have been loaded into or onto the means of transport.
Unless otherwise agreed in writing, the transport will take place at the expense and risk of the client, even if the carrier has expressly stipulated that all transport documents must state that all damage caused by the transport is for the account and risk of the sender.
If the seller provides samples to the client, the client must return the samples undamaged and in the original packaging, carriage paid, within fourteen days of receipt thereof.
If the supplier displays or provides a model, sample or example, this is only an indication: the characteristics of the items to be delivered may deviate from the sample, model or example. Article 7 applies mutatis mutandis.
Article 7 Complaints.
Complaints with regard to visible defects must be submitted in writing within two days of delivery, after which the Seller is not liable for any form of compensation.
Complaints regarding defects that are not visible outwardly must be submitted in writing within two days after discovery, with a maximum of two weeks after delivery of the goods, which period must be the expiry date.
Complaints with regard to the amount of the invoices sent by the Seller must be submitted in writing within eight days of the invoice date, which term must be the due date.
Inferior goods recognized as such by the seller are replaced or the purchase price is credited to the exclusion of any other means of (additional) compensation for damage.
Return shipments are only permitted after written permission from the Seller and at the expense and risk of the Client and never imply any acknowledgment of liability by the Seller.
Article 8 Retention of title.
The Seller retains ownership of all goods delivered by it to the Client until the purchase price for all these goods has been paid in full.
If the Supplier carries out work in the context of the agreement with the Client for the benefit of the Client that must be paid by the Client, the retention of title also applies until the Client has also paid this claim in full.
The retention of title also applies to claims of the Client against the Seller due to the Client’s failure to fulfill one or more of its obligations.
As long as the ownership of the delivered goods has not been transferred to the client, the client may not pledge the goods or give any right to a third party other than in the context of normal business operations, in which case the client is obliged on the basis of the provisions of the article. to negotiate a retention of title in the event of credit sales to its customers.
The Client agrees not to take over or pledge any claims owed by its Client to the Client to third parties and also agrees to pledge such claims as soon as the Seller has made known its wish, in the manner indicated in Article 3 : 239 Dutch Civil Code as additional security for the Seller’s claims of whatever nature against the Client.
If the client has good reason to fear that he will not be able to meet his payment obligations to the seller, the seller is entitled to take back the goods delivered subject to retention of title. Once the goods have been returned, the customer will be credited with the market value, which will in no case exceed the original purchase price less the costs associated with returning them.
Article 9 Payment.
Unless otherwise agreed in writing and without prejudice to the provisions of the following paragraph, payments to the Seller must be made within 14 days of the invoice date, which are regarded as a fixed date.
An agreement enters into force
the day on which the following conditions are met: 1- the confirmation of the order completed and signed by the Seller;
2- the down payment of 50% of the agreed invoice amount has been received.
Unless expressly agreed otherwise, all payments made by the Client, however made, will in the first place be applied to reduce the costs, then to reduce the interest owed and finally to reduce the principal sum of the unpaid invoices.
Set-off or other forms of set-off are never permitted without express written permission.
The Seller is at all times entitled, in its opinion, before delivery or before proceeding to delivery, to request sufficient advance payment or security of payment for payment obligations from the Client, in which case the Seller is entitled to suspend further deliveries if the Client does not comply with this request, even if a fixed delivery time has been agreed, without prejudice to the Seller’s right to claim compensation for delay or non-fulfilment of the agreement.
If the Client does not pay within the agreed term, the Client is legally in default and the Seller is entitled, without any notice of default, to charge interest from the due date of the unpaid invoice(s) in the amount of 2% above the statutory interest with a minimum interest of 12% per year on the invoiced amount.
All extrajudicial collection costs incurred by the Seller are for the account of the Client.
If the client is in default, from that moment on, all claims against the supplier will become immediately due and payable by the client
Article 10 Liability.
Other than in the event of gross negligence or intent on the part of the seller, the seller is not liable for costs, damage or interests arising from acts or negligence of the seller or subordinates of the seller or of persons employed by the seller in the performance of the agreement.
Any liability of the Seller for profit or other indirect damage is expressly excluded.
Article 11 Design, Models, etc.
All drawings, sketches, mock-ups, samples, models, tools and the like that are used by the Seller also remain the intellectual or physical property of the Seller, even if they are sent to the Client, and may therefore not be used for purposes other than the execution of the agreement between the Seller and the Client may be used, unless the Seller has given prior written permission for this.
The Client indemnifies the Seller against claims from third parties in respect of the Client’s goods referred to in the previous paragraph on intellectual property rights.
Article 12 Applicable law.
Dutch law applies to all agreements to which these Terms and Conditions apply in whole or in part.
Unless expressly agreed otherwise in writing, all legal claims to which these General Terms and Conditions may lead the Client lapse within one year after the delivery date.