GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT OF HOFA BV – BLEISWIJK
Art. 1 VALIDITY
The following terms are applicable to all our transactions, unless we explicitly deviate from these. Any reference of the buyer to its own general terms and conditions of purchase are not accepted.
Art. 2 OFFERS
All our offers are free of obligation and are based on the cost factors applicable on the day that they are made.
If, after the purchase agreement has been concluded, there are any changes in these cost factors, which refer in particular to wages, prices of materials and the rate of the euro compared to foreign currencies, we are entitled to pass these changes on to the buyer.
If it concerns especially prepared deliveries, we reserve the right to deliver up to 20 percent more or less than the ordered quantity. All prices exclude packaging and turnover tax.
Art. 3 AGREEMENTS
The content of the order confirmation is decisive as regards the purchase agreement. A purchase agreement can only be amended or cancelled by mutual agreement.
Cancellation is no longer possible when the delivery is on the way.
Art. 4 PACKAGING
With the exception of boxes, sacks, pallets and the like, we do not charge anything for packaging. Any packaging charged by us will be re-credited to you, if it is returned to us undamaged and postage paid.
Art. 5 SECURITY
We are at all times entitled to demand adequate security from the buyer for the discharge of its payment obligations, before proceeding with delivery.
Art. 6 RETENTION OF TITLE
We retain the title to the delivered goods until the buyer has satisfied all its obligations on any grounds whatsoever, even if the goods have already been processed and/or connected with other goods. The buyer is obliged to exercise due care in keeping the goods which have been delivered subject to a retention of title and keep them recognisable as the property of the contracted party. In case the buyer does not meet its payment obligation or has payment difficulties, we are entitled to collect the goods, in which event the agreement has been rescinded without a court ruling and without prejudice to our entitlement to further compensation and/or other rights which accrue to us. The buyer is obliged to return any goods which have not been paid to the contracted party and by entering into the transaction, the buyer irrevocably authorises the contracted party to have a representative enter any areas where the goods are located or could be located for this purpose. If in such a case the buyer has removed the goods from the original packaging and stored them otherwise, the buyer must at all times be able to prove that the goods in question originate with the contracted party. The right to retrieve goods also applies if circumstances arise from which we can reasonably infer that there is a risk that the goods will not be paid in time, even if the payment is not yet due and payable.
Art. 7 FORCE MAJEURE
In case of force majeure we are entitled to cancel the agreement in full or in part or else to suspend the performance of it, without being obliged to pay any compensation. Force majeure refers to any circumstance which we cannot control, as a consequence of which the normal performance of the agreement cannot reasonably be required.
Art. 8 DELIVERY PERIOD
The stated delivery period is approximate. The seller undertakes to observe the stated delivery period as much as possible, but if it is exceeded, the seller is not liable for the consequences which he could not reasonably have foreseen. If the delivery period is thus exceeded, the seller is not obliged to pay any compensation, nor does it entitle the buyer to cancel the order.
Art. 9 ORDERS ON DEMAND
Regarding orders on demand, delivery of the entire order must be taken within 12 months after the order has been received, unless agreed otherwise in writing.
Art. 10 DELIVERY AND TRANSPORTATION
Within the Netherlands, goods with a net invoice value above a specific size of order are delivered postage paid to the destination, below this size of order a uniform freight rate is charged. The buyer will be informed about the limit of this so-called “specific order size”, as well as of the uniform freight rate.
Goods with a destination outside the Netherlands are delivered ex-works, unless agreed otherwise in writing. The goods are always transported at the risk of the buyer. The risk of loss of/or damage to the goods passes to the buyer as soon as the goods are loaded for shipment.
Art. 11 COMPLAINTS
Complaints must be immediately submitted to us in writing, in any case within 8 days after receipt of the goods. Complaints submitted in any other way or after said period are null and void. If the buyer proves that the goods delivered by us do not satisfy the required standards and/or tolerances and the goods can therefore not be processed by it, it may request replacement or a refund for a period of three months after delivery. If we believe that replacement is not possible, a refund will be made.
Art. 12 LIABILITY
We do not accept any liability for any damage whatsoever caused by shortcomings or deviations in materials or execution, unless there is intent or gross negligence on our part. Nor is the contracted party liable for any damage caused by subsequent processing of the goods delivered by it, if this processing has not been carried out by it.
In all cases, the liability of the contracted party is limited to the net invoice value of the goods which caused the damage and the buyer’s claim in this matter also lapses after three months after delivery. Furthermore, the contracted party is not liable for damage of any nature or in any form whatsoever caused by services in the broadest sense of the word, including advice and/or information. The buyer undertakes to indemnify the contracted party against any claims of third parties on the contracted party for compensation regarding or in connection with the goods and/or services the contracted party delivered to the buyer.
Art. 13 PAYMENT
a. All payments must be net cash and received by the seller within 30 days after the invoice date. The buyer is in default by the mere expiry of the term of payment, without any demand or formal notice being required for this purpose.
b. In case of delivery after the invoice date, the day of delivery will be deemed to be the invoice date.
c. From the moment that payment should have been made, the buyer owes an interest payment of 1% of the invoice amount for each month or part of a month by which the due date is exceeded.
d. By way of execution of the provisions of the preceding paragraph, the seller can at once add an interest surcharge in the amount of 1% of the invoice amount to the invoice for the first month after the due date, which surcharge does not have to be paid by the buyer in the event of payment within 30 days after the invoice date.
e. Merely on account of concluding the purchase agreement, the buyer is obliged to the pay all costs incurred by the seller in order to collect its claim, irrespective of the interest payment referred to in the fourth paragraph of this article.
f. If payment has not been made on the due date, the costs referred to in the sixth paragraph include the postage of demand letters, the costs charged by those who the seller has entrusted with the collection, etc.
g. If, even after a written demand, the buyer continues to default in payment, as well as in the event of bankruptcy, suspension of payments, if its company closes or is liquidated, any other claims of the contracted party on the buyer become immediately due and payable. The buyer is also entitled, at its discretion, to unilaterally declare the agreements rescinded in full or in part or to suspend the performance of these, without prejudice to its other remedies in this matter.
Art. 14 ADMINISTRATIVE COSTS
With respect to invoices below a specific maximum net cash value, an amount will be charged as a small order supplement, in addition to the normal postage costs.
Art. 15 DISPUTES AND APPLICABLE LAW
All agreements to which these terms and conditions apply in full or in part are subject to Dutch law. All disputes which might arise between the buyer and us will be settled by the competent court in The Hague. As regards complaints of the seller, the court of the place where the buyer has its registered office is, however, also competent.
Art. 16 CONVERSION
If and in so far as any provision of these terms cannot be invoked on the basis of reasonableness and fairness or an unreasonably onerous nature, the provision in question will at any rate be given a meaning which comes as close as possible, as regards the contents and the object, so that it can be invoked.