Terms and conditions of delivery
ARTICLE 1: SALES
1. All sales and agreements only become binding to the Seller after written confirmation. Deviations from the following general delivery and payment conditions are only valid after the express written approval of the Seller.
2. The general delivery and payment conditions also apply to all the future arrangements to be made with the Seller. Deviating agreements and conditions are then only binding to the Seller if they have been approved by the Seller in writing.
3. The acceptance of the order confirmation or delivery means that these are general delivery and payment conditions are the Sellers part of the Agreement. Supplements to these delivery and payment conditions also include the general sales and/or delivery conditions of the factories tasked with delivery. The Seller will make these conditions available at the request of the Buyer.
5. Objections (protests) against the order confirmations and accounts should take place within a week, they do not discharge the Buyer from the payment obligation.
6. Offers are non-binding. Size, weight and performance statement, such as images and sketches are approximate and non-binding.
ARTICLE 2: PRICE AND DELIVERY.
1. Offers are non-binding; interim sales are reserved. Delivery terms are approximate, unless the Seller agrees to binding delivery terms in writing. Payment happens on the day of delivery, unless otherwise agreed and confirmed in writing.
2. In case of the Buyer not complying with the contract, due to non-acceptance, the Seller is entitled to compensation of at least 20% of the purchase price agreed upon, plus transport and other costs.
3. Compensation claims on the part of the Seller are excluded for breach of contract, unless there is intent or gross negligence on the part of the Seller or his management staff.
4. No own obligation on the part of the Seller arises when the Seller forwards a specific guarantee statement from the Manufacturer to the Buyer. The responsibility is always of the same magnitude as the compensation actually made by the manufacturer. Prices for free deliveries apply under these conditions, unhindered by the traffic on the eligible railways, motorways and waterways. If free delivery has been agreed upon, the freight is advanced by the Buyer. Crediting by the Seller follows after receiving the waybill. All other freight charges are borne by the Buyer, as well as possible levies in so far these are charged to the Seller by the supplying factories.
5. Without exception, consignments follow at the risk and expense of the Buyer. The risk transfers to the Buyer upon handover to the transporter, at the latest when leaving the factory or the warehouse.
6. Should the Buyer cause a delay in the consignment, the risk already transfers to the Buyer on the day the goods are ready for dispatch.
7. If the Buyer did not issue any specific transport instructions, the consignments will be transported in accordance with the Seller's instructions.
8. If the Buyer does not specify any transport insurance, the Seller may take out such insurance at the expense of the Buyer.
ARTICLE 3: PAYMENT CONDITIONS.
1. Payments, without discount, must always be made in cash or by transfer to the Seller's bank account, unless otherwise agreed, apart from the right to complain and with the exception of settlement and retention.
2. The acceptance of bills and checks only take place after special agreement. Bills and checks are credited on the day that the Seller can finally make use of the counter-value. All costs stemming from this are borne by the Buyer. Upon timely presentation of a bill, the Seller does not assume any responsibility for repossession or protest.
3. The Buyer is automatically in default upon exceeding the payment terms. In that case, the Seller is entitled to immediately and without notification hand the claim to third parties for collection. All costs incurred by the Seller with regard to collecting the claim, both judicial and extrajudicial, are borne by the Buyer. These costs therefore include, those of the counselor tasked with the collection, the extrajudicial collection costs and the bankruptcy application costs. Moreover, from the date that the payment should have been made, thus upon exceeding of the payment term, the Buyer owes interest of 1% of the invoice amount for each month or part of a month by which the due date is exceeded, with a maximum of 10% per annum.
4. Spare parts are always delivered C.O.D., unless otherwise agreed in writing.
ARTICLE 4: FORCE MAJEURE
1. Events, whether they take place at the Seller or at the Supplier, which do no fall in the framework of the Seller's business risk and make the delivery difficult or impossible to him, entitle him to postpone the delivery for the duration of the impairment and a reasonable lead time or to withdraw the sections of the contract that have not yet been completed.
2. The Buyer may expect a statement from the Seller that he would deliver within an appropriate time, or that he wishes to withdraw from the contract. If the Seller does not provide such a statement, the Buyer may withdraw.
3. The Supplier's statement to the Seller serves as sufficient proof that the Seller is being impeded by the delivery.
4. Apart from Force Majeure, compliance with the delivery time depends on the fulfillment of the Buyer's obligations referred to.
ARTICLE 5: DELAY
1. If the payment conditions are not met, or should the Seller, after concluding the agreement, become aware of circumstances that make him doubt whether the Buyer can or wants to pay, due to, among others, adverse information, deterioration in the financial position, institution of a judicial or extrajudicial agreement procedure or bankruptcy of the Buyer, bill protests etc., the Seller is entitled to demand cash payment even if he has accepted bills and checks or, without withdrawing from the contract, demand return of the goods (costs of the return transportation are for the Buyer) and to take possession of these as soon as possible, without the Buyer being entitled to a retention or similar right and to possibly sell the goods elsewhere. The costs incurred for setting surety are for the Buyer's account.
2. The Seller is also entitled to claim for delay damages and, after an amended term, after the term determined earlier, demand compensation of at least 20% of the purchase price due to non-compliance.
3. The Seller is also entitled to make or provide deliveries or services not yet made or provided against advance payment or provision of surety.
ARTICLE 6: RETENTION.
1. All the Seller's deliveries up to the payment of all his claims on whatever legal basis remain his property, even if an amount for special performance has been paid. In case of a current account, the retention applies as surety for the balance.
2. When the Buyer processes goods other than those owned by the Seller, the retention remains in effect for the entirety, in proportion to the amount of the goods delivered by the Seller.
3. The Buyer is obliged to insure the goods subject to this retention in full and according to the legal public liability and to transfer the rights of this insurance to the Seller.
4. The Seller is entitled to insure the goods to which the retention applies in the name of and at the cost of the Buyer.
5. The Buyer may not pledge, sell the goods, transfer them as guarantee or encumber them in any other way before the transfer of ownership. The Buyer should immediately inform the Seller by registered letter in case of the goods being seized.
6. The Buyer is obliged to keep the goods to which the retention applies in a good condition and store them separately at the request of the Seller.
7. Claims of the Seller due to further sale of the goods to which the retention applies are now ceded as surety for the total claim of the Seller, and whether or not these goods have been processed or resold. Should the goods to which the retention applies be sold by the Buyer, together with goods not belonging to the Seller, either without or after an agreement, the transfer obligation only applies up to the amount of the account value of the goods that, together with the other goods, form the subject of a Purchase agreement.
The acceptance of payments of claims ceded by the Buyer, applies in as they have taken place for the Seller. The accepted amounts will immediately be transferred to the Seller.
ARTICLE 7: INTELLECTUAL PROPERTY.
1. Brush plates / cores that can be re-used are the property of the Seller. Above-mentioned brush plates / cores could be made available for free. The Buyer is charged for the cost of manufacturing the brush plates / cores in case of loss or theft.
ARTICLE 8: GUARANTEE.
1. The guarantee and security stipulations of the supplying factories are valid.
ARTICLE 9: SECURITY.
1. Defects should be communicated within 8 days of receipt of the goods.
The goods should be left in the condition that they were in upon delivery. The goods acknowledged as being defective by the Seller will, at the discretion of the Seller, either be replaced by a new delivery of similar goods against the return of the defective goods or the inferior parts could be replaced. The security stipulations of the supplying factories also count.
2. The Seller may refuse to deal with defects if the Buyer's contractual obligations have not been met.
3. Return consignments of the delivered goods will not be accepted without the prior permission of the Seller. Returns agreed upon should be free of charge, without any costs to the Seller.
4. The right of the Seller to validate claims due to defects, expires a month after the Seller's written confirmation of the Buyer's defect notification.
ARTICLE 10: USED MACHINES.
1. Used machines and appliances are sold "as is". No guarantee is given. Upon dispatch or handover of the goods it applies that delivery is in accordance with the conditions.
ARTICLE 11: REPAIRS.
1. Separate repair conditions apply to repairs. In so far as they are not applied, the Seller reserves the right to demand full cash payment for repair costs of the repaired goods before returning these.
ARTICLE 12: RESPONSIBILITY.
1. Responsibility is not taken for personal or material damage, also not for damage that occurs during handover of the machines, installation by others or during inspection, repairs or something similar. It is the responsibility of the Buyer to take out insurance against this in due time.
ARTICLE 13: PLACE OF DELIVERY AND COMPETENT COURT.
1. The Seller's address applies as place of action and payment.
2. The Competent Court for the claims of the Contracting Parties, also for bills and check complaints is the District Court in Roermond. If the Buyer has a domicile or residence abroad, the Seller could also engage a local Court, to the Buyer, outside of the Netherlands. In any event, Dutch Law applies.
3. In case of a part of these conditions being declared legally void or invalid, the remaining conditions are not affected.
4. The delivery and payment conditions of Suppliers, which will be provided to the Buyer by these Suppliers, are applicable to deliveries in which we only act as intermediary (either as agent or as representative).