General terms and conditions
General terms and conditions of sale, delivery and payment
Article 1 Applicability
1.1 These terms and conditions apply to all agreements whereby De Ridder BV. in Assendelft, to be called supplier, acts as producer and/or seller and supplier of goods and services, in the broadest sense of the word, vis-à-vis its counterparty, hereinafter called buyer, and all agreements resulting from them.
1.2 Amendments to the agreement are only valid if they have been explicitly communicated to the supplier in writing and have been explicitly accepted by the supplier in writing.
Artikel 2 Quotations
2.1 All quotations are without obligation, unless they contain a term of acceptance by the buyer. If a quotation contains an offer without obligation and this is accepted, the supplier has the right to revoke the offer within two days after receipt of the acceptance.
2.2 Verbal and/or telephone agreements only apply if they have been confirmed in writing by the supplier.
2.3 The supplier is authorised to change the prices of the agreements already concluded if
a. this change is due to a change in the rates of exchange adopted for foreign currencies
b.after the conclusion of the contract prices of the goods which the supplier does not manufacture himself, wages, salaries, social or other government charges, levies of duties, freight and insurance premiums change.
2.4 In the case referred to in paragraph 3, the customer does not have the right to dissolve the agreement in whole or in part.
2.5 The supplier has the right at all times, before delivering or continuing the delivery, to demand from the buyer that the buyer provides sufficient security towards the supplier for the fulfilment of its obligations towards the supplier, in the absence of which the supplier is entitled to dissolve the agreement or to consider it dissolved for the future.
2.6 If there is a non-attributable shortcoming on the part of the supplier, the supplier has the right to dissolve the agreement with the buyer.
2.7 In the case of paragraph 3, the supplier is entitled to refuse delivery if it can reasonably be assumed from the buyer that the latter will not fulfil the agreement in accordance with the amendment.
2.8 Unless stated otherwise, all prices are exclusive of VAT.
Article 3 Delivery
3.1 The agreed delivery period shall only commence, or be deemed to have commenced, after receipt by the supplier of all information and documents required for the execution of the agreement and any advance payments and/or securities.
3.2 Agreed delivery times shall never be regarded by the buyer as deadlines, unless explicitly agreed otherwise in writing. In the event of late delivery, the supplier shall therefore be expressly given notice of default in writing.
3.3 In the case referred to in paragraph 2, the buyer does not have the right to dissolve the agreement in whole or in part, except in the case of intent or gross negligence on the part of the supplier.
3.4 The goods are considered to have been delivered, as soon as they have been received and accepted by the buyer, at the agreed place.
3.5 The transport of the goods is at the expense of the supplier. The means of transport shall be determined by the supplier. This paragraph may be deviated from in writing.
3.6 Unless explicitly agreed otherwise in writing, the costs of assembling the equipment supplied by the supplier are not included in the prices mentioned. These shall be charged separately to the purchaser according to the supplier’s installation rates and conditions.
3.7 If an agreement includes the assembly costs, the costs referred to in paragraphs 9 and 10 shall be for the account of the customer, as well as all additional costs, in particular the costs that arise as a result of the customer’s failure to comply with the obligations mentioned below.
3.8 The buyer must ensure that the supplier’s mechanic can start his work as soon as he arrives at the installation site.
3.9 Any additional work, such as facilities for hanging vending machines, installation of pipes, wall sockets and sockets, shall be for the account of the client and shall not be carried out and/or supplied by the supplier, except at prices to be charged separately for this.
3.10 All provisions, whether or not in accordance with data and drawings provided by the supplier to the client, made for the installation of the equipment to be assembled and/or for the correct functioning of these equipment, are, if they are carried out by third parties, at the expense and risk of the client. The supplier is in no way liable for the execution thereof.
3.11 Without prejudice to the provisions of this article, the supplier has the right to refuse the assembly of the equipment supplied if the provisions made, in the supplier’s opinion, have not been carried out in accordance with the requirements to be set by the supplier, without being obliged to pay any compensation to the buyer.
3.12 The supplier is entitled to refuse delivery of its food products in the space made available by or on behalf of the client, which does not meet the suppliers requirements of safety and cleanliness, and thus to charge the client for any damage that has arisen.
3.13 The buyer shall ensure that all necessary safety and other precautions and regulations regarding the environment are observed by him and by the personnel used for the execution of the agreement.
3.14 If as a result of circumstances, independent of suppliers, the mechanic cannot proceed with the assembly on a regular basis, the resulting costs shall be for the account of the buyer.
3.15 As long as the transfer of ownership, as referred to in article 6.1, has not yet taken place, the goods already delivered cannot be regarded as a component.
Article 4 Partial deliveries
4.1 If it has been agreed that the delivery of the purchased goods takes place in parts, hereinafter referred to as partial delivery, whether or not on demand, each delivery will be regarded as a separate delivery transaction, with all legal consequences ensuing therefrom.
4.2 As a result of the provisions of paragraph 1, payment for the individual partial deliveries shall take place within 14 days of the invoice date of each individual partial delivery, unless expressly agreed otherwise in writing.
4.3 In the case of paragraph 1, the customer is obliged to accept each separate partial delivery without delay.
4.4 Call orders shall be placed within the periods specified in the contract.
4.5 If the buyer fails to pay for any partial delivery on time, the supplier has the right to suspend further deliveries, with due observance of the provisions of paragraph 6, until the buyer has fulfilled its obligations.
4.6 In the case of paragraphs 4 and 5, the supplier also has the right to dissolve the agreement in whole or in part and/or to claim compensation for damages on the grounds of an attributable shortcoming, without a notice of default being required and without judicial intervention.
4.7 If the supplier has not yet manufactured or purchased the goods to be delivered, the compensation referred to in paragraph 6 of this article shall be fixed at 30% of the purchase price of the parts still to be delivered.
Article 5 Risk
The goods are at the risk of the supplier from the moment they leave the factory or the warehouse of the supplier.
Article 6 Retention of property
6.1 The delivery of the goods to the customer takes place under the express reservation of ownership until the time at which the customer has paid in full the agreed consideration, such as payment, including assembly and/or other costs, including the performance, which is owed as a result of the customer’s failure to comply with the concluded agreement.
6.2 By entering into a contract between the buyer and the supplier, the buyer shall in advance establish an undisclosed pledge on all goods to be delivered by the supplier to the client. This will serve as security for the payment by the client to the supplier of all claims, for whatever reason, from the supplier to the buyer, until all such claims have been paid.
6.3 Before the time referred to in paragraphs 1 and 2, the buyer has the right to resell the goods, to process them, within the framework of its normal business operations.
6.4 The buyer is liable towards the supplier for all damage that arises to the goods before the transfer of ownership as referred to in paragraph 1 of this article.
Article 7 Payment
7.1 Payment shall be made in the agreed currency, unless expressly provided otherwise in writing, without any deduction and/or setoff.
7.2 Payment shall be made punctually within fourteen days of the invoice date, unless expressly agreed otherwise in writing.
7.3 As soon as the buyer knows or reasonably ought to know that he cannot fulfil his obligations, cannot fulfil them on time or cannot fulfil them properly, he will immediately notify the supplier in writing, stating the circumstances that give rise to this non-fulfilment.
7.4 If payment has not been made within the agreed term of payment or within fourteen days of the invoice date, the buyer will be in default without notice of default and without judicial intervention.
7.5 In the event of paragraph 4, the client shall owe the supplier interest of 1.5% per month on the invoice amount, commencing on the date of the invoice.
7.6 In the event of paragraph 4, the supplier shall be entitled to claim immediate compensation for damage caused by the delay.
7.7 In the event of paragraph 4, the supplier is entitled to dissolve the agreement immediately.
7.8 In the case of paragraph 4, the supplier is authorised to suspend its obligations towards the buyer.
7.9 In the case of paragraph 4, the supplier has the right to store the goods delivered and not yet paid for at the expense and risk of the buyer in a place of its choice.
7.10 Each payment made by the client will first serve to pay the costs, the interest and then the longest outstanding payable invoices, even if the client states that the payment relates to a different invoice.
Article 8 Guarantee
8.1 With due observance of the restrictions set out below, the supplier guarantees the soundness and good quality of the delivered equipment for a guarantee period of six months, counting from the time of delivery, unless explicitly agreed otherwise in writing.
8.2 For goods or parts of goods, which the supplier does not manufacture himself, the supplier only provides a guarantee, if and insofar as its supplier in turn has provided a guarantee to the supplier. In this case, the supplier shall inform the buyer of the guarantee provisions of its suppliers and the period within which the guarantee can be invoked when the goods and/or services are delivered.
8.3 The obligation that follows from the above in paragraph 1 applies to suppliers only if the customer demonstrates that the defect or defect arose within the guarantee period referred to in paragraph 1 and is exclusively the result of the defect or poor quality of the material used, the manufacture or the execution.
8.4 Defects that occur or are wholly or partly the result of the following are in any case excluded from the guarantee:
a. the non-observance of operating and maintenance instructions or other than the intended normal use;
b. normal abrasion;
c. assembly/installation or repair by third parties, including the buyer;
d. following of any official regulations concerning the nature or quality of the materials used;
e. used materials or goods used in consultation with the customer;
f. materials or items provided by the buyer to the supplier for processing;
g. parts purchased by the buyer from third parties, insofar as the third party has not provided the buyer with a guarantee;
h. the use of raw materials not supplied by the supplier with regard to equipment and/or machines.
8.5 If the guarantee as referred to in this article applies, the supplier is obliged to replace or repair the faulty product at his discretion.
8.6 Replacement does not extend beyond sending a new part/good free of charge.
8.7 If the supplier replaces parts/goods in order to fulfil his guarantee obligations, the replaced parts/goods become the property of the supplier.
8.8 Without prejudice to the replacement or repair, the original warranty period shall be maintained.
8.9 With regard to the repair or overhaul work or other services carried out by the supplier, unless explicitly agreed otherwise in writing, only the soundness of the execution of the assigned work is guaranteed, this for a period of six months. This guarantee includes the sole obligation of the supplier to perform the work in question again in the event of a defect, insofar as this is defective.
8.10 The supplier’s alleged non-compliance with his guarantee obligations does not release the client from the obligations arising for him from any agreement concluded with the supplier.
Article 9 Liability
9.1 The supplier is not liable for damage caused to the client and/or third parties by the supplier or by the persons or auxiliary materials that it uses in the execution of the agreement, except for the provisions in Article 8 and except in the case of intent or gross negligence.
9.2 The supplier is never liable towards the buyer for any consequential loss, trading loss, indirect loss, loss of third parties and/or loss of profit, except in the case of intent or gross negligence on the part of the supplier himself.
9.3 The supplier is not liable for damage suffered by the buyer and/or third parties, which is directly or indirectly caused by the product itself, except when the supplier is to be regarded as a producer within the meaning of article 185 of Book 6 of the Dutch Civil Code and paragraphs a to f of that article are not applicable and then only for the damage as referred to in article 190 of Book 6 of the Dutch Civil Code.
9.4 Regardless of what has been agreed, the supplier, for whatever reason, is under no circumstances liable for more than compensation for the invoice value of the goods, as a result of which the buyer has suffered damage.
9.5 Advice given by the supplier with regard to qualities, designs, sizes etc. shall be given to the best of his knowledge, but the buyer cannot claim any compensation from the supplier in connection with the said advice.
9.6 In the event that goods are manufactured according to drawings, models, samples or other instructions in the broadest sense of the word, received by the buyer or third parties on the instructions of the buyer, the buyer shall assume full responsibility for the guarantee and shall indemnify the supplier in this respect that the manufacture and/or delivery of these articles shall not affect any trademark, patent, user or trade model or any other third-party right.
9.7 If any third party objects to the manufacture and/or delivery of the goods referred to on the basis of an alleged right, the supplier is entitled to immediately cease the manufacture and/or delivery and to claim reimbursement of the costs incurred from the buyer, without prejudice to its right to compensation and without the buyer being entitled to compensation from the supplier.
9.8 The supplier is not liable for damage to or loss of goods of the buyer and/or third parties that may be entrusted to it in connection with the preparation or execution of an agreement, except in the case of intent or gross negligence on the part of the supplier.
9.9 The client indemnifies the supplier against claims by third parties for compensation of damage against the client on the grounds of liability on any account whatsoever.
Article 10 Unaccountable shortcomings
10.1 For the purposes of these General Terms and Conditions, an unaccountable shortcoming is understood to mean: any circumstance beyond the supplier’s control, even if this could have been foreseen at the time of the conclusion of the agreement, which permanently or temporarily prevents the supplier from fulfilling the agreement. In any case, the term ‘unaccountable shortcoming’ shall be understood to mean:
* no, no properly or not on time delivery by vendors to the supplier;
*illness of the supplier’s personnel;
* defects in means of assistance and transport;
* traffic obstructions;
* government measures;
* war or other disturbances;
* weather influences.
10.2 In the case of paragraph 1, the supplier is authorised to dissolve the agreement, without a notice of default being required and without judicial intervention, or to suspend its obligations for the duration of the unaccountable shortcoming, without the buyer being entitled to compensation from the supplier.
10.3 In the event of an unaccountable shortcoming on the part of the buyer, the supplier is at all times entitled to dissolve the agreement and, unless fulfilment of the agreement by the buyer is permanently impossible, the right to suspend its obligations towards the client for the duration of the shortcoming, without the buyer being entitled to any form of compensation.
Article 11 Right to reclamation
11.1 If the delivered goods and/or services do not meet the requirements of the agreement, the buyer has the right to still demand proper fulfilment of the agreement from the supplier, hereinafter referred to as a right to reclamation.
11.2 The right to reclamation only applies if the buyer has notified the supplier in writing of the defects, defects in the goods delivered or delay in delivery within eight days of the discovery of the said defects or delay.
11.3 The right to reclamation does not exist if the goods have been processed or re-delivered.
11.4 Defects in part of the delivery do not entitle the buyer to refuse the entire shipment.
11.5 Return of the delivered goods is only permitted if explicit, written permission has been obtained from the supplier.
11.6 The right to reclamation does not give the customer the right to suspend his payment obligation.
Article 12 Termination
12.1 If the buyer fails to comply with one or more of its obligations arising from the agreement, the law, the custom or the requirements of reasonableness and fairness pursuant to Article 248(1) of Book 6 of the Dutch Civil Code, is declared bankrupt, applies for a suspension of payments, goes ahead with the liquidation of its business or its assets are seized in full or in part, the supplier has the right to regard the agreement as dissolved, without any notice of default being required and without judicial intervention.
12.2 If the case of paragraph 1 arises, the supplier has the right to cease further deliveries and to demand immediate payment of the goods and services already delivered.
Article 13 Industrial property
13.1 All drawings, illustrations, product compositions, measurements and weight specifications provided by the supplier, as well as all other information provided by the supplier to the buyer within the framework of the agreement, shall remain the property of the supplier, with the express reservation of the copyright, design and patent rights.
13.2 Except with the supplier’s explicit prior written consent, the buyer shall be prohibited from copying these documents (or having them copied) or from making them available to third parties for inspection or making them available.
13.3 If the supplier, at the request of the buyer, designs a special packaging intended for the buyer and/or compiles a product, the design and/or compiles shall at all times remain the property of the supplier.
13.4 If the case referred to in paragraph 3 arises and the buyer dissolves the agreement, for whatever reason, the buyer is obliged to purchase the special packaging material produced by the supplier, insofar as it is still in stock, from the supplier at cost price.
Article 14 Disputes
Any disputes that may arise between the parties shall be settled by the competent court in the supplier’s place of residence, except with regard to disputes for which only the Subdistrict Court is competent and in disputes with consumers, in which two cases the disputes shall be settled by the competent territorial court designated by the law.
Article 15 Applicable Law
The General Terms and Conditions and all agreements to which these General Terms and Conditions may apply shall be governed exclusively by the laws of the Netherlands, including the Vienna Sales Convention (Convention on the International Sale of Goods 1980).