General conditions of sale, delivery, and payment of Hofa BV - Bleiswijk
Art. 1 VALIDITY
The following terms and conditions apply to all our transactions unless expressly waived by us in writing. A reference by the buyer to its own purchase conditions or other conditions is not accepted.
Art. 2 OFFERS
All our offers and prices are without obligation and based on the cost factors applicable on the date of issue. If changes occur in these cost factors, including in particular wages, material prices and the exchange rate of the Euro against foreign currencies, after the conclusion of the purchase agreement, we are entitled to pass these changes on to the buyer.
In the event of delivery of special manufactures, we reserve the right to increase or reduce deliveries by up to 20 percent of the quantity ordered. All prices are exclusive of packaging and sales tax.
Art. 3 AGREEMENTS
The content of the order confirmation is decisive for the purchase agreement. Modification or cancellation of a purchase agreement can only take place by mutual agreement.
Once sent, cancellation is no longer possible.
Art. 4 EMBALLAGE
Except for crates, bags, pallets, etc., we do not charge for packaging. Packaging charged by us will be credited upon undamaged carriage-paid return shipment.
Art. 5 INSURANCE
We are always entitled, before delivering or proceeding with delivery, to demand satisfactory security from the buyer for the fulfillment of his payment obligations.
Art. 6 RESERVATION OF TITLE
The goods delivered shall remain our property until the purchaser has fulfilled all his obligations on whatever account, even if the goods have already been processed and/or connected with other goods. The buyer is obliged to keep the goods delivered under retention of title with due care and as recognizable property of the contractor. In case the buyer does not fulfill his payment obligation or is in payment difficulties, we are entitled to take back the goods, in which case the agreement is dissolved without court order without prejudice to our right to further damages and/or other rights to which we are entitled. The Purchaser shall be obliged to return the unpaid goods to the Contractor and by entering into the transaction irrevocably authorizes the Contractor to have a representative enter the premises where the goods are or may be located for this purpose. If in such a case the goods have been removed by the customer from their original packaging and stored otherwise, the customer shall at all times be able to prove that the goods in question originate from the contractor. The right to retrieve the goods shall also apply if circumstances arise from which we can reasonably conclude that there is a danger that the goods will not be paid for on time, even if payment is not yet due.
Art. 7 FORCE MAJEURE
In the event of force majeure, we are entitled to cancel the agreement in whole or in part or to suspend its execution, without being liable for any compensation. By force majeure is meant any circumstance beyond our control, as a result of which the normal execution of the agreement cannot reasonably be required.
Art. 8 DELIVERY TIME
The indication of the delivery time is approximate. The seller undertakes to adhere as far as possible to the stated delivery time, but is not liable for the consequences of exceeding it, which he could not reasonably have foreseen. Such overrun does not oblige the seller to pay any compensation, nor does it give the buyer the right to cancel the order.
Art. 9 CALL-OORDERS
In the case of call-off orders, the total order must be taken within 12 months of receipt of the order, unless otherwise agreed in writing.
Art. 10 DELIVERY AND TRANSPORT
Delivery of goods within the Netherlands with a net invoice value above a certain order size will take place free domicile, below this order size a uniform freight amount will be charged. The customer will be informed of the limit of this so-called "certain order size", as well as the uniform freight amount to be charged.
Delivery of goods to a destination outside the Netherlands shall be ex works, unless otherwise agreed in writing. The goods always travel at the buyer's risk. The risk of loss of and/or damage to the goods shall pass to the buyer as soon as the goods are loaded for shipment.
Art. 11 RECLAMES
Complaints must be submitted to us in writing immediately, in any event within 8 days of receipt of the goods. Complaints submitted in any other way or after the said period are of no value. If the buyer proves that the goods delivered by us do not meet the standards and/or tolerances set and, as a result, the goods cannot be processed by him, he may demand replacement or credit from us for a period of three months after delivery. If in our opinion replacement is not possible, crediting will take place.
Art. 12 LIABILITY
We accept no liability whatsoever for damage, however caused, resulting from shortcomings or deviations in material or execution, unless there is intent or gross negligence on our part. Nor is the contractor liable for damage resulting from finishing treatments not carried out by the contractor on the goods he has delivered.
In all cases the contractor's liability shall be limited to the net invoice value of the goods that caused the damage and this claim on the part of the customer shall also lapse within three months of delivery thereof. Furthermore, the Contractor shall not be liable for damage of any nature or form whatsoever arising from the provision of services in the broadest sense, including advice and/or information. The customer undertakes to indemnify the contracted party against any third-party claim for damages against the contracted party in respect of or in connection with goods and/or services provided by the contracted party to the customer.
Art. 13 PAYMENT
a. All payments must be received by the seller net cash within 30 days of the invoice date. The buyer is in default by the mere expiry of the payment term without a reminder or notice of default being required.
b. In case the delivery takes place after the invoice date, the day of delivery will be considered the invoice date.
c. From the moment that the payment must have been made, the buyer will owe an interest payment of 1% of the invoice amount for every month or part of the month by which the due date is exceeded.
d. In implementation of the provisions of the previous paragraph, the seller may charge a credit surcharge on the invoice for the first month after the due date in the amount of 1% of the invoice amount, which surcharge does not have to be paid by the buyer if payment is made within 30 days of the invoice date.
e. By simply entering into the purchase agreement, the buyer is obliged to pay all costs incurred by the seller for the collection of his claim, irrespective of the interest compensation referred to in the fourth paragraph of this article.
f. If payment is not made on the due date, the costs referred to in the sixth paragraph shall include the postage of letters of demand, the costs charged by those charged by the seller with collection, etc.
g. If the buyer remains in default of payment even after written demand, as well as in the event of bankruptcy, suspension of payment, cessation of his business or liquidation thereof, all other claims the contractor has on the buyer shall become immediately due and payable. The contracted party shall also be entitled, at its discretion, to unilaterally declare the agreements wholly or partially dissolved or to suspend their performance, without prejudice to its other legal remedies in this respect.
Art. 14 ADMINISTRATION COSTS
For invoices below a certain maximum net value, in addition to the normal shipping costs, an amount will be charged for surcharge small order.
Art. 15 DISPUTES AND APPLICABLE LAW
Dutch law applies to all agreements to which these terms and conditions apply in whole or in part. All disputes that may arise between the buyer and us will be settled by the competent court in The Hague. However, the court at the registered office of the buyer shall also be competent to hear complaints from the seller.
Art. 16 CONVERSION
If and to the extent that any provision of these terms and conditions cannot be invoked on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a corresponding meaning, as far as possible, in terms of its content and purport, so that it can be invoked.