Article 1 Applicability
The conditions apply to all our offers and transactions.
Other conditions do not apply unless we have explicitly agreed to this applicability in writing.
Any provisions of these terms and conditions shall not apply if they should prove to be or to be in conflict with any legal provisions of current or future law. If a provision on this ground would be null and void under certain circumstances, the regulation most favourable to us will apply and all other provisions will remain in full force and effect.
Article 2 Offers, formation
Our offers are without obligation. If a term is set in the offer, this term only serves to bind the buyer. We can still revoke our offer within 2 days after receipt of the acceptance.
Subject to the option of withdrawal given in the previous paragraph, an agreement is concluded at the moment that we have received from the buyer a timely, written and complete acceptance corresponding to the offer.
An agreement is also concluded by the fact that we deliver the goods in accordance with the corresponding delivery note/invoice.
The contents of leaflets, printed matter etc. are not binding on us, unless the agreement expressly refers to them.
Article 3 Prices
We have the right to pass on reasonable cost increases. We will inform the buyer in writing of this passing on.
Unless explicitly agreed otherwise, our prices are ex warehouse at the time of delivery and all transport costs, costs of insurance, sales tax and other taxes and other costs owed shall be borne by the buyer.
Article 4 Place of delivery and Delivery time
For all transactions and under all circumstances, including free delivery, our warehouse is considered the place of delivery. The date of delivery shall be the date of delivery on which the shipment takes place, except for items collected, for which the date of the delivery note shall be deemed to be the date of delivery.
The risk of the delivered goods is always for the buyer after delivery.
We are entitled to deliver an order in its entirety, or successively in parts, and in the latter case to invoice each partial delivery separately to the buyer and to demand payment thereof. If the buyer remains in default of payment for a partial delivery, we are entitled to consider the agreement, insofar as it has not yet been executed by us, as cancelled without judicial intervention and without any notice of default on the part of the buyer, while retaining our right to compensation.
Delivery times are approximate. In the event of late delivery, the purchaser may give us written notice of default and allow us a reasonable period to still meet our delivery obligation, without the purchaser and/or third parties being able to assert any claim to compensation against us. This paragraph shall not apply in the event of a shortcoming that cannot be attributed to us, whether permanent or otherwise, as referred to in Article 10.
If the goods have not been purchased by the buyer after the expiry of the delivery period, they will be stored at his expense and risk.
Article 5 Retention of title and non-possessory pledge
All goods delivered by us, regardless of where they are located, remain our property until the buyer has paid the purchase price, possibly increased with interest and costs and that our other claims in connection with his failure to perform the agreement.
As long as he has not paid the above claim, the buyer is not entitled to establish a pledge or a non-possessory pledge on the goods delivered by us and undertakes to declare to third parties who wish to establish such a right thereon, at our first request, that he is not authorised to confirm a pledge or non-possessory pledge.
If the buyer acts on our instructions in forming goods delivered by us, on which a retention of title constitutes a new item, he shall keep the item for us. He only becomes the owner when the retention of title expires because all our claims have been paid.
Insofar as we have other claims on the buyer than those referred to in paragraph 1 and we have delivered goods to the buyer that are not subject to retention of title, the buyer shall establish a non-possessory pledge on these goods as security for the fulfilment of his obligations in our favour, as soon as we accept this non-possessory pledge. The purchaser shall sign a deed establishing the pledge at our first request. He shall guarantee that he is authorised to pledge the goods and that the goods, apart from our rights, have no pledge and/or limited rights.
The buyer has the right to resell or process in a normal manner all goods that are not subject to the retention of title possessory pledge within the normal course of his business.
If the buyer resells the goods, we may oblige him to establish an undisclosed pledge on his claim against the buyer arising from the sale in our favour.
The purchaser shall treat the goods referred to in this article with due care. He shall insure the goods against all calamities on the basis of the invoice value. At our first request, insofar as this has not already arisen by operation of law, the purchaser shall establish an undisclosed pledge in our favour on his claims in this respect against the insurers. The purchaser is not permitted to establish an undisclosed pledge on his claims against the insured in favour of third parties.
If third parties assert rights on goods that are subject to retention of title by virtue of this article, the purchaser shall be obliged to inform us in writing within 48 hours of the moment at which this claim is made of these liability(s), failing which the purchaser shall owe a penalty equal to 10% of the unpaid invoice amount of all joint unpaid deliveries.
We are entitled, without any notice of default being required, to take back our goods if they have not been paid for in full on the due date and the buyer authorises us, insofar as necessary, by means of this agreement, to enter the area where these goods are stored.
Article 6 Security
We have the right at all times to demand security from the buyer for the fulfilment of his obligations. If the buyer refuses or fails to provide security within the period set by us, we shall be entitled to dissolve the agreement by written declaration. If we have already delivered goods to the buyer, the buyer is obliged to return them to us within 5 days of the declaration. Furthermore, he shall be obliged to compensate us for all damage suffered by us as a result of his refusal or omission.
Article 7 Payment
Payment must take place within 14 days after the invoice date, unless we explicitly deviate from this by written confirmation.
Payments must be made free of charge and without any discount or set-off, unless the buyer wishes to set off any cash claims from him against us by virtue of a right to which he is entitled under the law and has informed us of this in writing within 7 days of our invoice date.
Legal payments can only be made by transfer to our bank account, or cash on delivery, or in cash per cash deposit.
Payments always serve first to pay the costs due, then to pay interest and then to pay due invoices in the order of their age, even if the buyer indicates that his payment relates to other invoices and/or debts.
If the buyer fails to pay on time, he shall be in default without notice of default being required and we shall be entitled to charge the buyer compensation for loss of interest equal to the statutory interest, however with a minimum of 10% per year if the statutory interest is lower than 10%, whereby the interest for part of the month shall be calculated as a voile month.
In addition to the main claim and the interest, we are also entitled to claim from the buyer 5% administration costs on the amount of the claim, as well as all extrajudicial costs caused by the non-payment or late payment. Extrajudicial costs are payable by the buyer, in any case when we have insured ourselves for the collection of the assistance of a third party. They columns are calculated in accordance with the collection rate of the Dutch Bar Association. The mere fact that we have secured the assistance of third parties shows the size of and the obligation to pay the extrajudicial costs.
In the event of non-payment (or late payment), as well as in a situation of suspension of payments, bankruptcy or liquidation of the buyer's company, the buyer is obliged to make the paid and unpaid goods, delivered by us, available to us on first request. The total amount owed by the purchaser, plus interest and the costs mentioned in this article, shall, if one of the cases mentioned in this article occurs, become due and payable on demand, while we shall be released from any obligation towards the purchaser and the latter shall become liable for damages towards us.
Deliveries abroad only after payment in advance.
Article 8 Guarantee
After delivery during the factory guarantee, we guarantee the soundness of the goods delivered by us and the materials used for them, provided that the goods are used with normal care in accordance with our regulations and for the purpose for which they are used.
For self-assembled parts, a guarantee is only given if there is proven expertise.
Our warranty obligation is limited to product improvement or replacement and consists of the same warranty as for the original delivery or effort and until the expiry of the original valid manufacturer's warranty period.
Article 9 Claims or Complaints
Complaints regarding numbers of visible and easily detectable invisible defects must be submitted to us in writing within 8 days of delivery of the goods.
Complaints regarding invisible defects that cannot easily be detected must be submitted to us in writing within 8 days of the discovery of the defect and in any case within the manufacturer's warranty period.
The buyer loses all rights and powers that were at his disposal on the grounds of defectiveness if he has not complained within the guarantee period mentioned above and/or he has not given us the opportunity to repair the defects.
In the event of a justified complaint proven by the purchaser, we may, at our discretion, replace or reimburse the purchaser for the articles or parts thereof to which the complaint relates. Other claims, in particular for damages, are excluded.
Goods can only be returned to us and, if we have agreed to this and the method of shipment in writing. The goods must be sent carriage paid and remain at the risk of the buyer.
Complaints can never suspend the buyer's payment obligations.
Complaints about invoices must be submitted in writing within 8 days of receipt of the invoice.
Article 10 Non-attributable shortcoming
If we are unable to meet our obligations due to a shortcoming that cannot be attributed to us, we have the right to dissolve the agreement in whole or in part within a reasonable period of time by written statement, without being obliged to pay any compensation and also compensation for any benefits enjoyed towards the buyer.
Non-attributable shortcoming in paragraph 1 shall be understood to include: business interruption, lack of raw materials and consumables, fire, strikes, lockouts, sabotage, riots, mobilisation, war, threat of war, state of war, state of siege, traffic jams, floods, ice and other delays in means of transport, government measures, without us being obliged to prove the effect of such on the prevention or delay. This non-attributable shortcoming shall also apply in the event that we order the goods sold from third parties and they fail to deliver for any reason whatsoever.
In the event of non-attributable failure, we are entitled to suspend the execution for a maximum of 3 months, without being obliged to pay any compensation for damages or benefits to the buyer.
Article 11 Dissolution
In all cases where we dissolve an agreement with the buyer by means of a written statement, he is obliged to compensate us for all damage, costs and loss of profit and to return goods already delivered by us. The goods remain at the risk of the buyer until we have received and approved them. The obligation to compensate damage and loss of profit does not apply if we have dissolved the agreement on the basis of the provisions of article 10 on account of a permanent shortcoming that cannot be attributed to us.
Article 12 Disputes
All disputes will be adjudicated by the absolutely competent judge of our place of business, unless another Subdistrict Court is competent by virtue of the provisions of Article 100 RV.
Article 13 Applicable law
Dutch law is applicable to all agreements.
Article 14 Amendment
We are entitled to change these General Terms and Conditions. The amended version shall enter into force on the date indicated in the amending decree. We will inform the buyers known to us at the time of the change in writing of the change.
Van de Ven SOLEX
Het Erf 1
5975 RN SEVENUM
Telephone no.:+31 77 4673576
E mail: [email protected]
ING Bank IBAN: NL12 INGB0658998307
VAT No 1167.37.293.B.01
All prices are incl. 21 % VAT and excl. shipping costs.