TERMS AND CONDITIONS
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These conditions apply to all our quotations and agreements, with the exclusion of all other general conditions of other parties, unless there is a written agreement of the contrary. Wherever “contracting party“ is mentioned in these conditions, it means any party with which we have reached an agreement, such as buyers, clients, customers etc. By order is meant any order or assignment given by or on behalf of the contracting party, by “offer“ is meant any quotation or tender made by us.
All our offers are free of engagement, unless otherwise agreed in writing.
Specifications of size, shape or quality which have issued by us means of catalogues, samples, cuttings, designs or any other means are not binding and are supposed to be approximations.
Each offer is based on execution in normal circumstances and during normal working hours, unless explicitly specified otherwise.
An agreement comes about by means of our written confirmation of an order or assignment, or in the absence of such, by means of the actual execution of an order or assignment.
All our prices are V.A.T. exclusive and stated in EURO, unless expressly otherwise agreed in writing.
We are entitled to proportionally raised prices (with the passed-on tax increase) which have been offered or agreed to by us, if the cost of means, parts, materials or labor-rates, government-taxes or import duties have risen and furthermore if our purchase prices have rises due to a change in value of the EURO as a result of fluctuations in rates or other reasons and finally, if the contracting party changes the contents of an order which results in higher costs for us than those which were initially assumed in the original order.
We are entitled to deliver orders in part, including combined orders, and to invoice separately for each partial delivery. By ‘combined order’ is to understand, a single order by the contracting party for quantities of various goods.
Unless otherwise agreed in writing, delivery will take place D.D.P. your delivery address (INCO-Term 1990). In the event we take up on us any term of delivery for merchandise, then this would mean exclusively that we try, to the best of our ability to meet that term that was originally agreed to. The contracting party is not entitled to demand rescission of contract and/or indemnification for any damages whatsoever, in the event of us exceeding any terms and/or conditions of delivery, whereas such an event leaves intact the commitments of the contracting party and declares that the contracting party has relinquished all rights to indemnification of late delivery. The terms of delivery dates from establishment of the agreement in accordance with art. 5 and fulfillment of all obligations by the contracting party.
The contracting party is obliged to accept the merchandise at the moment we deliver them or have the goods delivered to the contracting party’s premises or at the moment we put the goods at the contracting party’s disposal according to the agreement between the contracting party and us.
Goods which are returned to us, after being delivered by us to the contracting party and can not be accepted by the contracting party can be stored at a place of our choice at the expense and risk of the contracting party. We are entitled at all times to sell, off hand, any goods which have been returned and/or refused by the contracting party. The proceeds, less the amount of all costs made by us, do not have to be accounted for, nor remitted to the contracting party, earlier than the day on which the agreed purchased prices increased by any possible interests and expenses, due to us because of delays in payment, has been paid in full by the contracting party, nonetheless leaving us fully entitled to consider the proceeds as payment and hence to deduct the amount of the proceeds from the purchase price yet to be paid.
Claims concerning visible faults and for the quality of the delivered goods must be laid within 14 days of the delivery as prescribed in art. 11 under penalty of loss of all rights. Claims concerning any hidden faults must be laid within 6 weeks after receipt of the merchandise.
Claims do not give the contracting party the right to fully or partially suspend payments and/or commitments issuing from the agreement. In case we find a claim laid against us to be well founded, then we bound only to replace the faulty goods, without thereby entitling the contracting party to any compensation whatsoever. It shall be assumed that by supplying proper replacements we have fulfilled our duty.
Invoices must be paid at 30 days net after date of invoice unless otherwise stated on the agreement in a way as specified by us and in the currency in which the invoice is stated. Disputes regarding the amount mentioned on the invoice do not relieve contracting party from the obligation to meet the agreed payment terms.
All debts to us by a contracting party, in whatever capacity, are claimable by law immediately without proof of default or juridical intervention in case of non-payment on the date of expiry of the term of payment. Furthermore, the amount of our claim against the contracting party shall be payable on demand immediately without proof of default and without legal intervention, in case the contracting party change their form of enterprise, apply for suspension of payments, are declared bankrupt, decease, or, if the contracting party is a company, is dissolved. In case of non-fulfillment of their obligations the contracting party shall owe us interest of 1% (one percent) per month on the whole amount claimable by us besides all judicial and extra-judicial-expenses made by us in collecting the amount of our claim. The extra judicial costs are fixed at 15% (fifteen percent) of the claim-able amount with a minimum of 500 (five hundred) EURO in case of competence of a magistrate and 1.250 (one thousand two hundred and fifty) EURO in case of competence of a district court. The expenses and fees charged to us by those parties engaged by us to collect our dues are considered to be part of the extra-judicial expenses. Moreover, in case of untimely payment or cancellation of any order the principal shall forfeit a compensation of 15% (fifteen percent) of the claimable amount due to us, exclusive of our undiminished right to demand complete compensation of our contracting party.
Payments made by the contracting party after they defaulted on the grounds stipulated in art.16 shall be used primarily to cover the expenses of judicial and extra-judicial proceedings, secondarily to cover the accrued interest and finally to cover the principal sum.
In case of untimely and/or improper, or non-fulfillment of any duty, resting with the contracting party, or if any of the circumstances named in article 16 should occur, then we shall be justified in suspending execution of the agreement as we chose without giving notice of default or without legal intervention and without us being held to giving any form of compensation whatsoever, notwithstanding our undiminished entitlements and rights, including the right to full compensation and notwithstanding the stipulation of art. 6.
Only order confirmations signed by the vendor will commit the vendor. Fulfillment of the order will take place under the general terms and conditions stated on the order form and/or the invoice, and will exclude customer’s own terms and conditions, even these have been notified to the vendor beforehand. The sales agreement will only come into effect after written confirmation has been issued by the vendor. Orders will be fulfilled subject to obtaining credit-insurance or factoring according to sellers general contract for such services. If credit insurance can not be obtained as per the vendor’s general contract for these services, deliveries must be paid for in cash and no credit will be granted by the vendor. If neither cash payment nor credit insurance as mentioned above can be guaranteed, the vendor reserves the right to cancel the order.
If execution of the agreement is impeded by an ‘Act of God’, then we shall be entitled to adapt the agreement to the prevailing circumstances or to dissolve the agreement and to demand compensation from the principal for the costs incurred by us. By ‘Act of God’ is meant every circumstance for which we can not be held responsible nor to blame and through which the execution of the agreement becomes troublesome for us or becomes partially or fully impeded.
It shall be assumed that we have fulfilled our commitments to the contracting party, even if:
1. Slight deviations occur in color, quality, model and design.
2. The quantity of defected articles does not exceed 10% of the delivered quantity.
3. Conditioned surface measurements do not deviate more than 10%.
4. Conditioned weights and volumes show no greater deviation than 10%.
5. A quantity does not amount to less than 90% of the quantity agreed to.
6. There is only a slight deviation in the case of delivery to sample, model or design.
We are not liable for loss of profits, subsequent damages, other indirect damages or any other damages through any case at all, inflicted upon persons and/or objects as a result of goods delivered by us.
In so far as we are in any way liable, it shall be limited to the invoiced amount for the goods delivered by us. In any case, our contract party shall completely indemnify us from and pay us full compensation for any settlements with third parties in that capacity that we might have to make, in case we should be held liable by third parties for any damages whatsoever, for which we are not responsible.
The contracting party shall indemnify us for all consequences of the use in an order of any trade-marks, models and/or designs.
Goods delivered will remain the property of the vendor until such time as full payment of capital, costs and interest has been made. Delivery is made at the purchasers risk, which should insure itself against any possible occurrences of damage.
Dutch law is exclusively applicable to all our agreements. Any possible dispute will be handled by the competent judge in ’s-Hertogenbosch with exclusion of all other judicial instances. The principal explicitly elects domicile in our offices in Valkenswaard.
In case of a dispute with a foreign contracting party, whereby the explanation of our General Conditions (among other things) comes into play, only the registered text of our General Conditions shall be binding for both parties with the complete exclusion of any existing text of our General Conditions in the language of the contracting party.
The buyer declares, by signing the order confirmation form that the buyer has received a full copy of these General Conditions of Sales.
Cancellation of any order may only take place within eight days of the order being placed. Cancellations must be made in writing. Cancellations are only valid with the written acceptance of the vendor. In the event of a cancellation the customer will be liable for compensation amounting to a maximum of 20% of the value of the order. This compensation is to cover any fixed and variable costs, as well as possible loss of profits.
Verbal pledges by and verbal understandings with our subordinates do not bind us other than after they have been confirmed by us in writing.
These General Conditions of Sales are lodged at the Chamber of Commerce in Eindhoven/The Netherlands. Always the latest lodged version of these General Conditions of Sales are applicable at the moment of signing the agreement.
Ridderstraat 7 | 5211 JZ 's-Hertogenbosch
The Netherlands | +31(0)6 26990792
Maastrichterweg 64 | 5554 GL Valkenswaard
The Netherlands | +31(0)40 2075448
email@example.com | www.stardustavenue.nl