Article 1 General
1. In these General Terms and Conditions of Sale the buyer is defined as the buyer or prospective buyer and VANDERHOEVEN INT. B.V. to mean the seller or prospective seller.
2. These general terms and conditions of sale always prevail over any terms and conditions of the buyer.
3. These terms and conditions apply to all our offers and deliveries and apply mutatis mutandis to agreements other than purchase agreements.
4. Deviations from or additions to these terms and conditions are only effective if they have been expressly confirmed by the management of VANDERHOEVEN INT. B.V. have been expressly confirmed.
Article 2 Offers and formation of an agreement
1. All estimates, quotations and offers of VANDERHOEVEN INT. B.V. are without obligation, unless the contrary expressly follows from them. Data included in catalogs, images, drawings, quotations and the like are not binding for VANDERHOEVEN INT. B.V..
2. The agreement is concluded when VANDERHOEVEN INT. B.V. confirms the order for delivery in writing within five working days after it has received the order or has begun to execute the order.
Article 3 Purchase price
1. For VANDERHOEVEN INT. B.V. the purchase price is based on the European euro, if invoicing nevertheless takes place in a currency other than the European euro and a change in exchange rate has occurred between the time the agreement was concluded and delivery, VANDERHOEVEN INT. B.V., be entitled to revise the original purchase price in foreign currency.
2. Without prejudice to the provisions of paragraph 1, every sale is made under the express condition that the price(s) is (are) based on the cost factors applicable at the time the sale was concluded. If changes occur in the aforementioned cost factors between the time the agreement is concluded and the delivery, VANDERHOEVEN INT. B.V. be entitled to revise the original purchase price.
3. If the original purchase price is increased pursuant to the first paragraph and/or second paragraph by more than five percent of the original purchase price, the buyer shall be entitled to terminate the agreement. The dissolution must then take place in writing within five days after VANDERHOEVEN INT. B.V. has informed the buyer of the price increase.
Article 4 Delivery and risk
1. In all cases the goods travel from the company of VANDERHOEVEN INT. B.V. for the risk of the buyer.
2. The goods travel from the company of VANDERHOEVEN INT. B.V. for the account of the buyer, unless expressly agreed otherwise. Mole risk is always at the expense of the purchaser.
3. If it has been agreed that the goods will be delivered on direct delivery, the risk of improper, untimely or no arrival, as well as the risk of and during the delivery, is entirely for the account of the buyer. When the unloader or the person from whom and/or the person through whose mediation the purchased goods are procured, after proper summons, wholly or partially remains in default with the fulfilment of his obligations, irrespective on account of
whatever reason or cause, then VANDERHOEVEN INT. B.V. shall be entitled to terminate the agreement with the buyer.
4. In the case of delivery carriage paid, VANDERHOEVEN INT. B.V. is obliged to transport the goods to where the vehicle can reach a properly drivable (made) terrain or the vessel can reach a properly navigable waterway. The buyer is obliged to take receipt of the goods there and to unload them immediately. Should the buyer fail to do so, then the resulting costs will be at his expense.
5. In the case of both carriage paid and non-paid delivery, VANDERHOEVEN INT. B.V. has the choice of means of transport, unless otherwise agreed.
6. Unless otherwise agreed, the usual packaging is free. Packaging will only be taken back at the price charged if this has been expressly agreed and the packaging is returned in good order to VANDERHOEVEN INT. B.V. in good order.
Article 5 Delivery times
1. Stated delivery times will never be considered as deadlines, unless expressly agreed otherwise. In case of late delivery, VANDERHOEVEN INT. B.V. must therefore be given written notice of default.
2. If in the case of delivery on demand no deadlines have been set, VANDERHOEVEN INT. B.V. is entitled to payment three months after ordering. If within three months no or not all has been called, VANDERHOEVEN INT. B.V. has the right to give the buyer a written demand to
that it will specify a period within which the total quantity will be called, to which the buyer is obliged to comply within five working days. The term to be named by the purchaser after summons shall not exceed a period of three months.
3. If the items to be delivered are not collected and/or accepted by the Buyer, they will be stored at the expense and risk of the Buyer at a location to be determined by VANDERHOEVEN INT. B.V., after which delivery will be deemed to have taken place.
Article 6 Quality
1. Unless expressly stipulated otherwise at the time of the sale, normal quality will be delivered and, with regard to type, dimensions, number etc. per commercial unit, normal commercial custom will be considered as agreed.
Article 7 Warranty
1. Subject to the provisions of the following paragraphs of this article and article 8, VANDERHOEVEN INT. B.V. guarantees the soundness of the items it delivers for a period of six months after the invoice date.
2. The guarantee does not apply to the delivery of used goods.
3. The guarantee will expire if during the period mentioned in paragraph 1 the purchaser makes repairs or changes to the delivered items or has them made without the prior consent of VANDERHOEVEN INT. B.V..
4. The guarantee does not apply if the reported defects have arisen as a result of;
a. inexpert storage;
b. inexpert handling;
c. inexpert application;
d. the omission of proper maintenance;
e. the use of the delivered goods for purposes other than the normal use of these goods.
5. For items not manufactured by VANDERHOEVEN INT. B.V. itself, VANDERHOEVEN INT. B.V. shall provide the same warranty as its supplier provides for these items, however with a maximum of the period referred to in paragraph 1.
Article 8 Acceptance and complaints
1. The inspection of the item delivered shall rest with the purchaser. If no complaint about the number of pieces delivered is made immediately upon receipt, the quantities stated on the waybills, delivery notes or similar documents shall be deemed correct. Complaints about any defects or damage must be noted by the buyer on the receipt in order to be valid.
2. Complaints regarding externally visible defects or externally visible deviations from the delivered goods must be submitted in writing by the buyer to VANDERHOEVEN INT. B.V. in writing; in the absence of which the buyer will be deemed to have accepted the delivered goods.
3. Complaints regarding defects or deviations of the delivered goods that are not externally visible should be submitted in writing by the buyer to VANDERHOEVEN INT. B.V. as soon as possible, but at the latest within five working days after the discovery of these defects or deviations and in any case within the period referred to in Article 7(1). B.V. in writing; in the absence of which the buyer will be deemed to have accepted the delivered goods.
the delivered goods.
4. Complaints do not entitle the buyer to suspend or renounce payment in full.
5. If the complaint is well-founded, VANDERHOEVEN INT. B.V. will, at its discretion, either pay fair compensation of no more than the invoice value of the part of the delivered goods complained about, or replace the goods after returning the originally delivered goods carriage paid, unless another method of return has been expressly agreed. VANDERHOEVEN INT. B.V. shall not be obliged to pay any further compensation. Indirect damages will never be compensated.
Article 9 Non-attributable shortcoming
1. VANDERHOEVEN INT. B.V. accepts no liability if it is unable to fulfil its obligations due to a non-attributable failure.
2. In these terms and conditions, non-attributable failure shall mean any circumstance as a result of which fulfilment of the agreement by the seller can no longer reasonably be demanded by the buyer, in any case including war, threat of war, civil war, riots, flooding, strikes, lock-outs, staff shortages, transport difficulties, fire, government measures, import and export bans and operational failures.
3. In the event of non-attributable failure, VANDERHOEVEN INT. B.V. shall, at its option, be entitled either to extend the delivery time by the duration of the impediment or to rescind the purchase agreement, insofar as it is affected by the impediment. If the buyer has given VANDERHOEVEN INT. B.V. has been given written notice to do so, VANDERHOEVEN INT. B.V. is obliged to rule on its choice within five working days.
Article 10 Retention of title
1. VANDERHOEVEN INT. B.V. retains title to the goods delivered to the buyer until all its claims on the buyer in respect of the consideration for goods delivered by VANDERHOEVEN INT. B.V. delivered or to be delivered to the buyer pursuant to any agreement, in consideration of the consideration for goods delivered or to be delivered by VANDERHOEVEN INT. B.V. under such an agreement also performed or to be performed for the benefit of the purchaser and in respect of compensation for non-performance of the aforementioned agreements; have been paid.
2. As long as the ownership of the goods has not been transferred to the buyer, the buyer may not process, pledge or transfer ownership of the goods or grant third parties any other right to them, subject to the provisions of the following paragraph.
3. The buyer is permitted to sell and deliver the goods delivered under retention of title to third parties in the course of his normal business. Outside of this case, the buyer is obliged to keep the goods delivered under retention of title with the necessary care and as the recognizable property of VANDERHOEVEN INT. B.V.. If the above provisions are violated, the purchase price will become immediately due and payable in full, regardless of any stipulation to the contrary.
4. VANDERHOEVEN INT. B.V. is irrevocably authorised to take back (or have taken back) the goods delivered under retention of title without any judicial intervention, summons or notice of default. The buyer must cooperate in this under penalty of a fine of € 1,000 (one thousand euros) per day that it remains in default. By repossession of VANDERHOEVEN INT. B.V. does not rescind the agreement
not be rescinded, unless VANDERHOEVEN INT. B.V. has so notified the buyer.
Article 11 Payment
1. Unless otherwise agreed or otherwise stated on invoices from VANDERHOEVEN INT. B.V., payment must be made within 30 days of the invoice date.
2. With effect from the first day after the expiry of the period referred to in paragraph 1, the buyer shall be liable for late payment interest for every month, counting part of a month as a whole, that payment has not been made thereafter, by operation of law, i.e. without a reminder or notice of default being required.
a late payment interest of one percent, without prejudice to the exigibility.
3. If VANDERHOEVEN INT. B.V. has assigned its claim to third parties for collection in the event of late payment, the Buyer will be obliged to pay the extrajudicial/judicial collection costs. These extrajudicial costs shall be fifteen percent of the amount to be claimed, but in all cases at least € 150,- (one hundred and fifty euros).
4. If the buyer is in default of payment to VANDERHOEVEN INT. B.V. is in default, it shall be entitled to suspend the further performance of all agreements in progress between the parties until such payment has been made, while - otherwise agreed - cash payment may be demanded on further delivery.
5. Should VANDERHOEVEN INT. B.V. before or during the execution of a purchase agreement receives clear indications of insufficient or reduced creditworthiness from the Buyer, then VANDERHOEVEN INT. B.V. shall be entitled not to deliver or not to deliver further, unless at the request and to its satisfaction security is provided by the purchaser for the proper payment of the purchase price, regardless of whether this would take place in cash or whether any period is set for this after delivery. In the latter case, VANDERHOEVEN INT. B.V. may, on penalty of immediate exigibility of the purchase price of the materials already delivered and discontinuation of any further delivery, also require the provision of security in the time between delivery and payment.
6. The buyer is liable to VANDERHOEVEN INT. B.V. for all that it owes to VANDERHOEVEN INT. B.V,
or will become due even if VANDERHOEVEN INT. B.V. has not proceeded to suspend or discontinue its delivery and respectively other performances. The costs of legal assistance, service costs and the like on the part of VANDERHOEVEN INT. B.V. are always for the account of the Buyer.
7. If the buyer is in default of payment and VANDERHOEVEN INT. B.V. therefore recovers the goods delivered, making use of the retention of title referred to in Article 10, the costs thereof shall be borne by the purchaser.
8. Payments made by the buyer will first be applied to settle all costs, then to settle all interest due and finally to settle the longest outstanding payable invoices, even if the buyer states that the payment relates to a later invoice, and all current interest.
Article 12 Breach of contract by the buyer
1. If the buyer fails to meet his obligations within three working days after having been declared in default by VANDERHOEVEN INT. B.V. in default, VANDERHOEVEN INT. B.V.
authorized to dissolve the purchase agreement immediately without legal intervention, while retaining any right to compensation.
Article 13 Applicable law
1. The purchase agreement and its execution are exclusively governed by Dutch law and the application of the 1980 Vienna Sales Convention is expressly excluded.
Article 14 Disputes
1. All disputes of any nature whatsoever - including those which are only considered as such by one of the parties - which may arise between the Buyer and VANDERHOEVEN INT. B.V. may arise, will be settled to the exclusion of the jurisdiction of any other authority by the competent district court or the competent district court under which the actual place of business of VANDERHOEVEN INT. B.V. is subject to.
VANDERHOEVEN INT. B.V.
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