Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY: RE-PART.nl
LOCATED IN APELDOORN - REGISTERED WITH THE CH. OF COMM. IN UTRECHT UNDER NUMBER 55004792
ARTICLE 1 TERM DESCRIPTIONS
In these Terms and Conditions, the following terms are meant to be understood as follows:
Purchaser: the other party of Vendor with an agreement as referred to in Article 2.1 of these Conditions;
Things: all goods sold and to be sold and all services provided and to be provided;
working days: all calendar days with exception of Saturdays, Sundays, 1 January, Easter Monday, Ascension Day, Whit Monday, Christmas Day and Boxing Day, the days which are or will be proclaimed as public holidays and the day that the birthday of Her Majesty the Queen is officially celebrated; days: all calendar days.
ARTICLE 2 APPLICABILITY AND VALIDITY
2.1 These Terms and Conditions apply to all offers and agreements pursuant to which Vendor sells and delivers Things of any nature whatsoever.
2.2 Deviations of and additions to these Terms and Conditions or to the agreement are only valid if, and to the extent that these are expressly and in writing confirmed by Vendor. Any purchase or other conditions of Purchaser are not accepted by Vendor and will remain inapplicable.
ARTICLE 3 FORMATION OF AGREEMENTS
3.1 All offers, quotations and such coming from Vendor are free of obligation. Vendor is first obligated, after Vendor has expressly and in writing confirmed to have received an order, also if Purchaser has made use of an intermediary or representative. If a separate confirmation in writing has not materialised, its invoice takes its place.
ARTICLE 4 DELIVERY AND RISK
4.1 The transport of the Things takes place for the account of the Purchaser, unless agreed upon otherwise in writing.
4.2 The risk of the Things transfers to Purchaser at the time that the loading of the means of transport is begun.
4.3 For delivery free domicile Vendor will transport the Things to where the means of transport can arrive at across a decently passable terrain.
Purchaser is obligated to take possession of the Things there and immediately unload. If Purchaser remains in default in the matter, then the resulting costs will be at the expense of the Purchaser.
4.4 If Vendor, whether or not on the instructions of Purchaser, arranges the transport of the Things, Vendor is at liberty when it comes to the choice of packaging, the transporter, the means of transport, the route to take and any transport insurance to conclude.
ARTICLE 5 DELIVERY, DELIVERY PERIOD, DELIVERY ON A CALL-OFF BASIS, CANCELLATION
5.1 The stated delivery periods are approximations. Vendor has, if a delivery period is exceeded, the right, without being obligated to pay any compensation, to still deliver the Things no later than one month after the end of the delivery period. If Vendor has not delivered the Things after the end of this extra (later) delivery period, Purchaser is entitled to dissolve the agreement.
5.2 When ordered Things are available for Purchaser, but are not accepted by Purchaser, Vendor is competent:
either to deliver the Things by written communication of Vendor, in which case the Things are stored with Vendor or with the transporter from the time of dispatch of that communication, as such at the expense and risk, which also includes the risk of decrease in quality, of Purchaser;
or to dissolve the agreement with Purchaser in whole or in part in the manner as specific in Article 9 hereinafter, and to sell and deliver the Things to (a) third part(y)(ies). In that case Purchaser is, if Vendor suffers damage or loss in any way as a result of the non-acceptance by Purchaser, liable for this damage or loss.
to charge (cancellation) costs. A cancellation of an agreement, drawn up in writing and signed by a person competent to do so, concluded between Vendor and Purchaser requires the written agreement of both Vendor and Purchaser, unless stipulated otherwise. If the Purchaser still wishes to cancel the agreement, Purchaser is obligated to reimburse all transaction damage following from the cancellation as well as the related costs to the Vendor. This cancellation entails that Purchaser cannot claim compensation from Vendor. The obligation of Purchaser for payment continues to exist at all times in the manner as specified in Article 6 hereinafter.
5.3 If no periods are stipulated for delivery on a call-off basis for the call, Vendor has right to full payment three months after the order. If not or not yet all of what is ordered is called on within three months, Vendor has the right to demand Purchaser in writing that Purchaser needs to provide a period in writing in which the total amount will be called on, and Purchaser needs to comply to this warning within five working days, and the Things not yet called on are stored with Vendor, or the transporter, as from the first day following that period of three months, as such at the expense and risk, including the risk of decrease in quality, of Purchaser. The period stated by Purchaser after warning cannot exceed a period of three months.
ARTICLE 6 PRICES, INVOICING AND PAYMENT
6.1 All prices stated by Vendor are net and excluding turnover tax, unless expressly specified otherwise. Invoicing takes place with the prices applicable on the day of delivery.
6.2 Vendor is entitled, if the invoice amount excluding turnover tax of a delivered batch is lower than 75 (seventy-five) euro, to charge a surcharge of at least 15 (fifteen) euro for administration costs.
6.3 Vendor is entitled to increase the invoice amount excluding turnover tax of a delivered batch with a late payment surcharge. This surcharge amounts to no more than 3% of the invoice amount excluding turnover tax, as such at the discretion of Vendor. The amount of this surcharge is not owed for correct payment and only applies for payments on account.
6.4 Payment needs to take place within 14 days after the invoice date, without prejudice to the right of Vendor to stipulate a down payment upon conclusion of the agreement. Payment needs to take place without settlement or suspension on any account. The obligation of Purchaser for payment continues to exist at all times, also if Purchaser has made arrangements with third parties in the matter of payments, or hires third parties for payments.
6.5 Payment may also be required for partial deliveries.
6.6 If Purchaser has not fully paid the owed amounts within the agreed upon period, then Purchaser is in default after the lapse of this period, without the requirement of any notice of default. In that case Purchaser owes an interest on the overdue amount, starting from the date that the owed amount has become due and payable up to the time of payment, amounting to the legal interest plus three percent, all without prejudice to the other rights of Purchaser.
6.7 If Purchaser has not completely paid the owed amounts within the agreed upon period, Vendor is further entitled to have the invoice be judicially collected, in which case all costs related to this, which are set to at least ten percent of the claim, are at the expense of the Purchaser.
ARTICLE 7 FORCE MAJEURE
7.1 Force majeure is meant to be understood as: each circumstance outside of the direct influence of Vendor or each circumstance not reasonably foreseeable for Vendor, which temporarily or permanently hinders the performance of the obligations of Vendor of an agreement. Such circumstances are, among other things: limiting government measures, mobilisation, war, danger of war, revolution, strike, seizure, attachment, interruption of production, natural disasters, floating ice, special weather conditions, lack of means of transport, in whole or in part default of third parties of whom things or services are received or lack of raw materials, semifinished products, auxiliary materials, and/or energy.
7.2 In the event of force majeure Vendor has the right to either suspend the performance of obligations towards Purchaser, or to in whole or in part dissolve the agreement, without judicial intervention and without Vendor being obligated to any compensation, such at the discretion of Vendor.
7.3 Performance in one or more cases of force majeure does not affect the right of Vendor to make use of the power of suspension or dissolution in following cases of force majeure.
ARTICLE 8 RETENTION OF TITLE AND OTHER SECURITIES
8.1 The property of delivered Things first transfers to Purchaser, after Purchaser has fully complied with all payment obligations towards Vendor pertaining to what is delivered or things still to be delivered pursuant to the agreement, as well as pertaining to the claims due to failure in the performance of such agreements. Purchaser is entitled to dispose over the Things within the context of normal business operations. Purchaser does not grant security interests to third parties with respect to the Things still belonging to Vendor in property, unless Vendor has given express permission about this in writing.
8.2 If Purchaser does not perform payment obligations towards Vendor as set out above, Vendor is irrevocably authorised, without the requirement of a notice of default, to take back the Things still belonging to Vendor at the expense of Purchaser from the location where it is located, or have it be taken back. Purchaser is obligated to grant all cooperation to Vendor if Vendor makes use of the right of taking possessions back.
8.3 Vendor reserves the right to require advance payment or further security in the event of doubt of creditworthiness of Purchaser or pursuant to other business considerations for first or later deliveries. If this requirement is not adequately complied with at the discretion of Vendor, Vendor is entitled to suspend or refuse the execution of all agreements with Purchaser, without being obligated to any compensation and without waiving other rights of this agreement or the law.
8.4 Purchaser is obligated, when Vendor requires it at any time, to immediately pledge the Things delivered by Vendor and/or the claims to third parties, which follow from the resale by Purchaser of these Things, as security for the performance of all payment obligations towards Vendor, in one of the ways set out in articles 237 and 239 of Book 3 of the Dutch Civil Code.
ARTICLE 9 SUSPENSION AND DISSOLUTION
If it appears to Vendor that Purchaser turns out not to be creditworthy prior to the time of delivery, if Purchaser does not comply to any obligation towards Vendor, or not in an adequate or timely manner, if Purchaser is bankrupt or if a request to this end is submitted to the court, if Purchaser has requested suspension of payment or this is granted to Purchaser, if the business of Purchaser is closed down or wound up, if assets of Purchaser are attached, or if Purchaser is placed under administration or guardianship, Vendor has the right, without any notice of default or judicial intervention and without being obligated to pay any compensation, to dissolve in whole or in part, all without prejudice to the other rights of Vendor in such a case.
ARTICLE 10 GUARANTEE AND COMPLAINTS
10.1 Communications by or on behalf of Vendor concerning the quality, composition, application possibilities, properties, handling in the broadest sense, etc. of delivered Things, only apply as guarantees, if these are expressly confirmed by Vendor in writing in the form of a guarantee.
10.2 Purchaser observes the regulations pertaining to the method of storage and handling of the delivered Things. Purchaser checks the Things upon entry or otherwise as soon as possible and to the degree that this may reasonably and/or in accordance with use be required of Purchaser and reports complaints with respect to damage, visible defects and/or flaws within no more than eight days after receipt with Vendor in writing. Purchaser reports complaints with respect to hidden defects immediately after the time that Purchaser has discovered those defects, but certainly not later than one month after receipt in writing with Vendor. If there are no complaints within these periods, the Things are considered to be approved and accepted.
10.3 Complaints are only taken into consideration by Vendor if the damages or defects are the result of a failure attributable to Vendor. Defects with a part of the delivered Things do not give Purchaser the right to refuse all Things delivered by Vendor. The obligation to payment, referred to in Article 6.4 above, remains, if and to the extent that there is no case of a failure attributable to Vendor, in full force.
10.4 If a complaint is considered well-founded, Vendor is obligated to either replace the Things in question, or to repair these Things, or to credit the invoice amount to Purchaser, as such at the discretion of Vendor.
ARTICLE 11 LIABILITY
11.1 For the damage and loss suffered for the Purchaser as a result of failure, wrongful act, or otherwise, Vendor is solely liable if the damage and loss is directly and only the consequence of gross negligence of Vendor.
11.2 In the event that Vendor is liable towards Purchaser to reimburse damage and loss, then this liability is limited to the invoice amount, less the turnover tax related to it of the delivery in question, with a maximum of 10,000 (ten thousand) euro.
11.3 Vendor is under no circumstance liable for damage and loss arisen due to exceeding periods, nor for consequential damage or indirect damage and loss, including damage and loss due to lost profit or missed savings.
11.4 Vendor is, in the event that Vendor is liable towards Purchaser, only liable to perform the obligations as set out in Articles 10 and 11 of these Terms and Conditions.
11.5 Purchaser indemnifies Vendor for claims of third parties. Purchaser will never hold personnel members of Vendor liable, or third parties hired by Vendor and personnel members of these third parties.
ARTICLE 12 RETURNS
12.1 Purchaser needs to dispatch returns carriage paid, and accompanied with an explanation in writing. This explanation needs to at least specify the date that Purchaser has purchased the Things in question from Vendor, as well as the date and the number of the invoice in question from Vendor.
12.2 Crediting of returned Things will only take place if the Things in question are still suitable for sale, such at the discretion of Vendor.
12.3 Without prejudice to what is stipulated in the previous paragraphs, crediting will take place on the hereinafter following basis:
the Things to be returned need to be undamaged and packaged in the original packaging;
returning within three months after delivery: no more than 75% of the net invoice amount;
returning within three and six months after delivery: no more than 50% of the net invoice amount;
returning within six and twelve months after delivery: no more than 25% of the net invoice amount;
Purchaser continues to owe the amount which remains after crediting, all this unless expressly agreed upon otherwise in writing.
ARTICLE 13 TRANSFER OF RIGHTS AND OBLIGATIONS
Vendor is at all times entitled to transfer rights and obligations which follow for Vendor from an agreement with Purchaser to third parties. Purchaser is obligated to grant all cooperation to Vendor, if Vendor opts to make use of this right.
ARTICLE 14 AMENDMENT AGREEMENTS
Amendments and additions to concluded agreements are only in force if these are expressly and in writing confirmed by Vendor.
ARTICLE 15 DISPUTES AND APPLICABLE LAW
15.1 All disputes, pertaining to an agreement or the execution of an agreement between Purchaser and Vendor, which cannot be solved in joint consultation between parties, will be submitted to the competent court in the court district in which Vendor is located. Vendor has the right, in deviation of the aforementioned, to submit a dispute to the competent court in the court district in which Purchaser is located.
15.2 The agreement between Vendor and Purchaser is governed by Dutch law.
ARTICLE 16 ENTERING INTO EFFECT
These General Terms and Conditions of Sale and Delivery entered into effect on 16-04-2012.
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