Of: the private company “DE RIDDER B.V.”, with registered office and place of business in Assendelft at the Industrieweg no. 11B (1566 JN).
1.1. These General Terms and Conditions apply to all quotations made by the above-mentioned company – hereinafter referred to as “the seller” – and to purchase agreements concluded, including payments to be made to the seller. The other party in the above-mentioned relationships is hereinafter referred to as “the buyer”.
1.2. Deviating stipulations, also in the form of purchase and/or sales conditions declared applicable by the buyer, only apply insofar as this has been confirmed to the buyer in writing by the seller for each new agreement.
Conclusion of the agreement:
2.1. All quotations are without obligation, unless explicitly agreed otherwise in writing.
2.2. A purchase agreement is only concluded by sending an order confirmation by the seller to the buyer, following an order placed by the buyer by letter, telephone, fax, or other means of communication. Only the content of the order confirmation is binding on the parties. Errors and mistakes are entirely at the expense and risk of the buyer.
Description, quality and delivery times:
3.1. With regard to the agreed sizes, weights, quantities and qualities, the seller relies on the usual tolerances in this respect.
3.2. Unless it has been explicitly guaranteed in writing by or on behalf of the seller that the goods delivered are suitable for the purpose for which the buyer wishes to use them, the seller does not guarantee that these goods are suitable for that purpose, not even if that purpose has been made known to the seller and/or he has advised the buyer about it.
3.3. The delivery time will either be determined by the seller or agreed between the parties. In either case, however, the seller will never be liable for exceeding the delivery time. If one or more parts of the goods sold are ready before the expiry of the delivery time, the seller is entitled to make one or more partial deliveries.
Delivery, packaging and shipment:
4.1. The seller is obliged to deliver the sold goods to the buyer properly and properly packaged, all this exclusively at the discretion of the seller. The buyer is not permitted to change or replace that packaging.
Price and price changes:
5.1. The prices charged by the seller are exclusive of VAT and include the costs of packaging, import duties and other government levies and taxes. If the invoice amount is less than € 100,-, the buyer will owe the seller € 5,- administration costs in addition to that amount. The transport costs will be charged to the buyer in accordance with the provisions of Article 4.2, whether or not in addition to the purchase price.
5.2. The seller is entitled to charge the buyer with changes in the cost components described in article 5.1.
5.3. If the circumstances beyond the control of the suppliers products, auxiliary and/or raw materials and other services to the seller, as described in article 6.1, lead to an increase in the price of the goods and/or services required by the seller, the seller is entitled to pass on these price increases to the buyer. In that case, the buyer has the right, for a period of 48 hours after receipt of the notification of the price increase, to send a registered letter to the seller, to declare the purchase agreement dissolved without judicial intervention. In that case, the parties will not be able to claim any compensation on either side.
5.4. The seller is entitled to pass on to the buyer any changes in the exchange rates of the various currencies in relation to the EURO, in which the price of the goods sold and/or goods and/or services purchased by the seller in connection with the purchase agreement are expressed.
Circumstances beyond control:
6.1. Circumstances beyond the control of the seller will be regarded as such, after the conclusion of the purchase agreement, the seller is prevented from fulfilling his obligations under that agreement as a result of war, threat of war, riots, acts of war, obstructions, government measures, defects in machinery, disruptions in the supply of energy, all this both in the business of the seller himself and in that of third parties on which the seller is dependent for the execution of the purchase agreement.
6.2. The delivery period described in Article 3.3 is suspended for the duration of the circumstances beyond control.
6.3. In the event of circumstances beyond control, the seller has the right to dissolve the purchase agreement in whole or in part, without the need for any judicial intervention. In that case, the parties cannot claim any compensation on either side.
7.1. Payment must be made, also in the case of partial deliveries, at the latest within 30 days of the invoice date, without discount and/or compensation. The seller is entitled to invoice on the day of the goods sold.
7.2. In case of doubt about the buyer’s liquidity, at the sole judgement of the seller, the seller is entitled, before the goods are delivered and/or dispatched, to demand payment and/or security, or to deliver cash on delivery.
7.3. If payment of the total amount due has not been made within 30 days of the invoice date, the buyer will owe the seller interest of 1% per month or part of a month on the entire invoice amount, without the need for a summons, notice of default or judicial intervention, from the invoice date until the day of full payment. In that case, the seller is also entitled to suspend future deliveries or to impose the conditions described in Article 7.2 for further deliveries.
Retention of property:
8.1. The goods delivered by the seller to the buyer remain the property of the seller until such time as the buyer has fulfilled all his payment obligations to the seller, including those arising from other purchase agreements.
8.2. As long as the buyer is in possession of goods belonging to the seller in accordance with 8.1, he must insure them properly against the usual risks. The buyer is only entitled to use these goods for the purposes of his normal business operations. The buyer is explicitly forbidden to use these goods as collateral or in any other way as security for third parties.
8.3. If the buyer has failed to meet its payment obligations under Article 7.1 and in the cases described in Article 11.1, the seller shall be entitled – in accordance with Article 8.1 – to take possession of goods owned by the buyer and remove them (or have them removed) from the buyer’s premises.
Inspection and complaints:
9.1. The buyer is obliged to inspect the goods delivered by the seller immediately upon receipt.
9.2. Complaints concerning the quality, dimensions and weights etc. of the delivered goods and/or their packaging must be made known to the seller in writing within 8 days of receipt of the goods.
Liability of the seller:
10.1. With due observance of the provisions of article 9, in the event of delivery of faulty goods, the seller is entitled – against delivery of the delivered goods – either to pay back the purchase price to the buyer or to reimburse damages for these goods.
10.2. The liability of the seller for any form, including damage to the environment and consequential damage suffered by the buyer and/or third parties, as a result of the use or transport of the goods delivered by the seller to the buyer, is excluded, except in the case of intent or gross negligence on the part of the seller. The provisions of this paragraph also apply to the content of the (product) information provided by the seller with the delivered goods.
10.3. In any case, the liability of the seller is limited to the amount equal to the purchase price of the relevant goods delivered to the buyer.
10.4. The buyer undertakes to indemnify the seller, with due observance of the provisions of articles 10.1.-3. and 10.5., both inside and outside of recent claims by third parties. The buyer is obliged to take out a consequential loss insurance, as well as an insurance against statutory liability, each with a cover of at least € 450,000, and otherwise under the usual conditions.
Dissolution, extrajudicial costs:
11.1. Without prejudice to the rights of the seller on the basis of articles 1302 and 1303 of the Civil Code and without prejudice to the other provisions of these General Terms and Conditions, the seller is entitled to declare the purchase agreement dissolved if the buyer has not fulfilled one or more of his obligations arising from any purchase agreement and/or these General Terms and Conditions within 10 days of the sending of a written reminder by the seller, and otherwise without any judicial intervention summons and/or notice of default being required, if the buyer:
– is declared bankrupt;
– is placed under guardianship, or – otherwise loses the power to dispose of his assets or part of them
The seller is entitled to claim compensation from the buyer for the damage suffered as a result of the dissolution.
11.2. The provisions of Article 11.1 do not affect the seller’s right to demand compliance with the agreement from the buyer, with or without compensation.
11.3. If, as a result of the buyer’s failure to comply with any of his obligations under this agreement, the seller incurs legal aid costs, in or out of court, the buyer will be obliged to reimburse the seller for those costs in full. In the event of non-payment, the extrajudicial costs will be set by the parties at 10% of the amount due, with a minimum of € 300,-.
Applicable law and competent court:
12.1. The purchase agreements with the seller are exclusively governed by Dutch law. The applicability of the uniform purchase laws and treaties (the so-called L.U.V.I. and the so-called Vienna Sales Convention) is expressly excluded.
12.2. To the exclusion of all other bodies, the competent Dutch court is authorised to take cognisance of all disputes that may arise on the basis of the purchase agreement between the buyer and the seller. Disputes which fall within the competence of a District Court or its President shall be exclusively settled by the District Court of Haarlem or the President of this Court, as the case may be.