GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY of the private limited company VAN LOON HOEVEN B.V.,
filed at the Chamber of Commerce at Breda on 10-5-2010 coc-number: 20046823
Section 1 - Applicability
1.1. These terms and conditions apply to all quotes, offers, and agreements between Van Loon Hoeven B.V. (Van Loon Hoeven) and any other party with reference to supplies and/or services rendered by Van Loon Hoeven.
1.2. The assignment or order of the other party signifies that they agree with the applicability of these conditions.
1.3. Stipulations that deviate from these conditions only apply if they have been accepted by Van Loon Hoeven explicitly and in writing.
1.4. If a stipulation or if stipulations from these conditions is or are declared void, destructible, in any case not binding by the authorised judge, the remainder of these conditions will apply in full. If, and as far as possible, conversion ex section 3:42 BW will take place.
Section 2 - Offer and realisation of the agreement
2.1 Quotes/offers made by Van Loon Hoeven are free of engagement and can be revoked by Van Loon Hoeven, unless otherwise agreed upon in writing.
2.2 An offer by Van Loon Hoeven acts as an invitation to place an order or a delivery by the other party, which can either be accepted by Van Loon Hoeven, or refused. Orders are only binding for Van Loon Hoeven, after Van Loon Hoeven has accepted or confirmed this order in writing, or when Van Loon Hoeven has started with the execution of the assignment or delivery.
2.3 Alterations in the agreement only apply, after having been agreed upon in writing.
2.4 If Van Loon Hoeven cannot supply the goods from stock, they will inform the other party as soon as possible. In that case the other party is entitled to cancel their order in writing within 8 days.
2.5 After the agreement has been concluded, Van Loon Hoeven are entitled to increase their prices on the basis of external factors, such as tax increases, increase in the price of raw materials, increase in wages, etc.; also if this increase was foreseeable at the time of the conclusion of the agreement.
Section 3 - Liability
3.1 Van Loon Hoeven aim at delivery of goods which correspond as optimally as possible with the description, quality and quantity of the offer. However, Van Loon Hoeven are not liable for defects in the goods delivered by them, unless within 8 days after the day of delivery Van Loon Hoeven has been notified in writing and accompanied by a shipment of a sample for analysis and/or written proof by the opposite party of defects, which could have been found during a thorough inspection. If Van Loon Hoeven have not received such a written notification from the other party in time, the other party are expected to agree with the condition of the goods which have been delivered.
3.2 Van Loon Hoeven have to be enabled on first request to check goods that show defects according to the other party. The other party are held to demonstrate that these goods are the goods delivered by Van Loon Hoeven.
3.3 If, either or not after a countercheck, it has been established to the judgement of Van Loon Hoeven that they have not performed properly, Van Loon Hoeven are only held either to a replacement of the goods free of charge, delivery of any goods which have not been delivered in sufficient amount, or credit what has been delivered improperly or which had not been delivered in sufficient amount, this to the free choice of Van Loon Hoeven.
3.4 Van Loon Hoeven do not guarantee that the goods are suitable for the purpose for which the opposite party want to use them, not even if this purpose has been notified to Van Loon Hoeven.
3.5 The other party lose their retrieval recourse towards Van Loon Hoeven, as soon as the goods have been processed, sold on or delivered on. The other party cannot transfer their rights to third parties pursuant to this section.
3.6 Without prejudice to the stipulations in these conditions, any liability of Van Loon Hoeven is limited to an amount equal to the net invoice amount. Van Loon Hoeven are not liable for damage on account of lost profit or turnover, company damage or consequential loss in whatever form.
3.7 The other party indemnify Van Loon Hoeven against all claims by third parties with reference to goods supplied by Van Loon Hoeven.
Section 4 - Time of delivery/delivery
4.1 The times of delivery as indicated by Van Loon Hoeven are no fatal terms and only apply to delivery from stock. A transgression or alteration of a time of delivery by Van Loon Hoeven does not entitle the other party to claim compensation for any damage, nor is the other party relieved from their right to purchase and payment of the purchase price, neither do the other party obtain the right to dissolve the agreement.
4.2 Deliveries are free domicile, unless otherwise agreed upon in writing. Van Loon Hoeven take care of and determine (the way of) transport, shipment and packaging. If the other party have submitted further instructions to Van Loon Hoeven with reference to the foregoing, Van Loon Hoeven are entitled to charge any extra costs for transport, packaging or shipment to the other party.
4.3 Van Loon Hoeven is entitled to execute a delivery in parts.
4.4 If there is any doubt at Van Loon Hoeven's about the other party's ability to pay, Van Loon Hoeven is authorised to suspend the agreed delivery, until the other party have provided security for the payment. In that case, the other party are liable for the damage suffered by Van Loon Hoeven as a result of the delayed delivery.
Section 5 - Transport
5.1 If Van Loon Hoeven or a hauler to be indicated by them take care of the transport, the “Algemene Vervoerscondities 2002” (General Transport conditions 2002) apply to that part of the agreement.
Section 6 - Force majeur
6.1 In case of force majeur on the part of Van Loon Hoeven, the other party are not authorised to dissolve the agreement. In that case the delivery term which parties have agreed upon is extended with the period of time, in which it is a case of force majeur on the part of Van Loon Hoeven.
6.2 In case of force majeur Van Loon Hoeven are entitled to (partly) dissolve the agreement, without being held to compensate any damage of the other party.
6.3 In this case force majeur means: war, danger of war, national disturbances, restrictive measures by a government, civil war, riots, molestation, fire, sabotage, water damage, flooding, strike, sit-down strike, exclusion, defects in machineries, disturbances in the power supply, shortage of staff, shortage of means of transport and, in general, all unforeseen circumstances as a result of which strict observance of the agreement cannot be demanded from Van Loon Hoeven. It is also a case of force majeur if the supplier from whom Van Loon Hoeven have ordered the goods and/or the required raw materials, does not fulfil his obligations (in time and/or completely).
Section 7 - Reservation of ownership
7.1 Van Loon Hoeven reserve ownership of the goods sold and delivered by them, until the other party have paid for everything they owe on any account to Van Loon Hoeven. This includes all claims on goods which have been delivered or are to be delivered on account of this or a similar agreement - including interest and costs - as well as in the case of claims due to failure to comply by the other party with this or a similar agreement or claims on the basis of unlawful action by the other party. In spite of this reservation of ownership, the goods sold and delivered by Van Loon Hoeven are held for the account and risk of the other party from the moment of delivery.
7.2 Goods of which Van Loon Hoeven have remained owner on the basis of their reservation of ownership, can only be processed or sold on by the other party for as far as that is customary within the common management of the other party. The other party are not authorised to hypothecate or otherwise mortgage these goods (partly) to third parties.
7.3 If Van Loon Hoeven make an appeal to their reservation of property in writing, the agreement will be dissolved as of that moment, without prejudice to the right of compensation by Van Loon Hoeven.
7.4 If the other party do not (in time) comply with their obligations towards Van Loon Hoeven or if there is reasonable fear with Van Loon Hoeven that the other party will not do so (in time), Van Loon Hoeven is entitled to exercise their reservation of ownership. The other party are obligated to cooperate fully on the first request by Van Loon Hoeven. If Van Loon Hoeven take back the goods, the other party will be credited for the invoice value minus 10%.
Section 8 - Payment
8.1 Payment has to be effected within 14 days after the invoice date into the bank account or giro account of Van Loon Hoeven.
8.2 The other party are not authorised to a settle with a counterclaim made by the other party to Van Loon Hoeven.
8.3 If the other party have not fulfilled their payment obligation in time, they will be in default without any further proof of default. From that moment onwards the other party owe an interest of 1 % on the amount due per (part of a) month.
8.4 In default of payment in time the other party are held to Van Loon Hoeven to compensate all (non)legal expenses Van Loon Hoeven have to make for the recovery. The non legal expenses are expected to be at least 15% of the amount due with a minimum of 125 Euro.
8.5 Payments from the other party primarily serve to settle the due interest and costs and after that are deducted from the oldest amounts due; also if the other party have mentioned with their payment that this refers to a certain invoice.
8.6 All prices are exclusive of turnover tax, unless otherwise agreed.
Section 9 - Dissolution
9.1 If the other party do not (in time or completely) fulfil their payment obligation and also do not take action after a written reminder, Van Loon Hoeven are authorised to dissolve the purchase agreement in writing without legal intervention. In that case the other party are liable for the damage suffered by Van Loon Hoeven, among other things consisting of loss of profit, of transport costs and of recovery costs.
9.2 In case of failure to fulfil the obligations of an agreement by the other party, Van Loon Hoeven reserve the right to dissolve the current agreement(s) with the other party without any further default.
9.3 If the other party are declared bankrupt, apply for provisional suspension of payment, or lose the authority of disposal of (part of) their capital by seizure, are under legal restraint or otherwise, Van Loon Hoeven are authorised to consider the agreement dissolved without legal intervention being required, and are authorised to claim in total any amount – or future amount, due by the other party, without default being required, without prejudice to the right of Van Loon Hoeven to compensation of interest, costs and damage.
Section 10 - Disputes and applicable law
The Dutch law applies to all agreements between Van Loon Hoeven and any other party. Any disputes that might arise will in the first instance exclusively be tried by the Court at [Rotterdam/Breda].