General Terms and Conditions of Sale, Delivery and Payment
In these General Terms and Conditions of Sale, Delivery and Payment, the terms below will have the following meanings:
a. Seller: De Jong & Partners Venlo B.V., with registered office at Floralaan 9 in (5928 RD) Venlo;
b. Buyer: the other party who acts in the course of a profession or business;
c. General Terms and Conditions: the General Terms and Conditions of Sale, Delivery and Payment;
d. (Purchase) Order: request (order) from the Buyer to deliver goods;
e. Offer: any offer made by the Seller in writing or by e-mail, whether or not in response to one or more Orders received from the Buyer;
f. Order Confirmation: confirmation by the Seller that the order placed by the Buyer will be carried out;
g. Agreement: agreements made between the Buyer and the Seller concerning the sale and delivery of goods.
Article 1 Applicability of General Terms and Conditions and Conclusion of the Agreement
1. All Offers and Order Confirmations are provided or sent subject to these General Terms and Conditions, both for the Offer/Order Confirmation and the (tacit/explicit) acceptance thereof, as well as for the Agreement concluded.
2. In so far as the Order Confirmation:
- does not deviate, or does not deviate substantially from the Order placed and the Buyer has not objected against the Order Confirmation in writing within 7 calendar days of the Order Confirmation;
- and/or if at the Buyer’s request, the purchase/sale – pursuant to the Order and Order Confirmation – is proceeded with within 7 days; the Agreement is deemed to have been concluded.
3. In so far as the Seller provides a different answer to the placed Order, this answer is regarded as an Offer to which the Buyer must actively respond before an Agreement is concluded. The Agreement is then concluded as soon as the Offer has reached the Buyer and the Buyer has given their consent.
4. All the Seller’s Offers are valid for one month unless the Offer states otherwise.
5. Upon accepting the Offer and/or Order Confirmation, the Buyer agrees to the applicability of these General Terms and Conditions and, if necessary, waives the applicability of their own terms and conditions of purchase.
6. If the Buyer’s acceptance includes reservations or amendments to the Offer, or if within seven days of receiving the Order Confirmation, the Buyer makes reservations or amendments to the Order Confirmation sent by the Seller (including reservations regarding the applicability of the General Terms and Conditions), the Agreement is not concluded until the Seller has informed the Buyer that it agrees with these deviations from the Offer and/or Order Confirmation.
Article 2 Amendments
1. Amendments to the Purchase Agreement and deviations from these General Terms and Conditions will only be effective if they have been agreed in writing between the Buyer and Seller.
2. If any amendments lead to an increase in costs, the Seller will be entitled to increase the purchase price accordingly.
Article 3 Quality and Description
1. The Seller undertakes towards the Buyer to deliver the goods to the Buyer in the description, quality and quantity specified in the Offer or Order Confirmation.
2. The Seller does not guarantee that the goods are suitable for any purpose other than stated on the packaging of the product, not even if this (different) purpose has been made known to the Seller, unless the Parties have agreed otherwise.
Article 4 Packaging and Shipment
1. Unless explicitly agreed otherwise in writing, delivery will always take place FCA or FOB in accordance with the Incoterms (latest version) as drawn up by the International Chamber of Commerce.
2. The goods will be delivered by the Seller to the agreed place(s) in the manner specified in the Order Confirmation or Offer or agreed afterwards.
3. The Seller will deliver the goods on pallets. In the event of delivery on Euro-pallets, the Buyer is obliged to return these pallets to the address indicated by the Seller, failing which the Buyer will owe the Seller compensation.
Article 5 Storage
1. If for any reason the Buyer is unable to take delivery of the goods at the agreed time and these goods are ready for dispatch, the Seller will, if its storage facilities permit, store the goods at the Buyer’s request. The risk of quality deterioration resulting from storage will be borne entirely by the Buyer.
2. If the Buyer remains in default of taking delivery of the goods for a period of 2 months – calculated from the agreed point in time – the Seller is entitled to dissolve the Agreement out of court unless otherwise agreed in writing. The Buyer will then owe compensation to the Seller in the amount of the agreed purchase price of the goods, increased by the loss suffered by the Seller as a result of the dissolution.
3. The Buyer will at all times be obliged to pay the Seller the storage costs at the Seller’s usual rate or, in the absence thereof, at the rate customary in the industry, from the time that the goods are ready for dispatch, or, if this is a later date, from the delivery date agreed in the Purchase Agreement.
Article 6 Transfer of Ownership and Risk
1. Subject to the provisions of paragraphs 2 and 4 of this Article, the ownership of and the risk of the goods will pass to the Buyer in accordance with Incoterms. As long as the Buyer has not paid the full amount of the purchase price and any additional costs or has not provided an unconditional bank guarantee, the Seller will retain ownership of the goods. In this case, ownership will pass to the Buyer as soon as the Buyer has fulfilled all their obligations to the Seller.
2. If the Seller has any reasonable doubt as to the Buyer’s ability to pay, the Seller will be entitled to postpone delivery of the goods pursuant to Article 4 (2) until such time as the Buyer has provided security for payment. The Buyer will be liable for any loss suffered by the Seller as a result of this delayed delivery. The provisions of Article 5 will apply accordingly in this situation.
3. If the Seller, at the request of the Buyer, postpones shipment in accordance with the provisions of Article 5, the goods will remain the property of the Seller, but the risk of deterioration, loss or damage will be borne by the Buyer.
Article 7 Time of Delivery
The Seller will deliver the goods at the time or immediately after the end of the delivery period stipulated in the Agreement. If a delivery period has been agreed, this period will begin on the date on which the Agreement is concluded in accordance with Article 1.
Article 8 Force Majeure
1. The delivery period referred to in Article 7 will be extended by any period during which the Seller is prevented from fulfilling its obligations as a result of force majeure.
2. Force majeure will be deemed to exist on the side of the Seller if, after entering into the Agreement, the Seller is prevented from fulfilling its obligations arising from this Agreement or the preparation thereof as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, flooding, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy or the consequences of a pandemic (including the outbreak of Covid-19 c. q. Coronavirus), all this at the Seller’s company as well as at third parties from which the Seller must acquire all or part of the necessary materials, as well as in storage or during transport, whether or not under its own management, and furthermore due to all other causes that arise outside the Seller(s fault or sphere of risk.
Article 9 Liability and Indemnity
1. The Seller is not liable for damage resulting from the fact that the Buyer or a customer of the Seller uses the goods contrary to the instructions for use provided or otherwise makes a mistake during use.
2. The Seller’s liability will in all cases be limited to repair or replacement of the item or part thereof, free of charge, at the Seller’s discretion.
Article 10 Price and Payment
1. The purchase price includes, in addition to the price of the goods, the costs of packaging, transport and delivery to the place indicated by the Buyer unless otherwise stipulated or agreed.
2. The Buyer is obliged to pay the purchase price within 7 days of delivery unless otherwise agreed in writing. They are not authorised to deduct any amount from this purchase price on account of a counterclaim made by them.
3. If the Buyer fails to meet their payment obligations on time and also fails to respond to a one-week notice of default, the Seller will be authorised to dissolve the Agreement without judicial intervention. In that case, the Buyer will be liable for the damage suffered by the Seller, including (but not limited to) loss of turnover and profit, transport costs and the costs of the notice of default.
4. If the Seller proceeds to extrajudicial measures in the event of the Buyer’s breach of contract, the costs thereof will be entirely at the expense of the Buyer, with a minimum amount of EUR 250.
5. The Buyer, who makes use of their authority to store as referred to in Article 5, remains obliged to pay the purchase price within 7 days after delivery would have taken place if this had not been postponed.
Article 11 Statutory Requirements
The Seller guarantees that the design, composition and quality of the goods to be delivered pursuant to the Agreement comply as far as possible with all the requirements laid down by law and/or other relevant government regulations in force at the time the Agreement is concluded. This guarantee does not apply in the case of delivery of goods with a private label. In that situation, the design, composition and quality of the goods are at all times at the expense and risk of the customer.
Article 12 Dissolution
1. Without prejudice to the provisions of Article 10, the Agreement will be dissolved without judicial intervention by means of a written declaration when the Buyer is declared bankrupt, requests a provisional suspension of payments, or when a request from the Seller, a natural person, is granted by the Court for the application of a debt rescheduling scheme, or when they lose disposition of their assets or parts thereof due to attachment, placement under guardianship or in some other way, unless the guardian or administrator acknowledges the obligations under this Purchase Agreement as estate debt.
2. As a result of the dissolution, claims existing on both sides become immediately due and payable. The Buyer will be liable for any loss suffered by the Seller, including (but not limited to) loss of turnover and profit and transport costs.
Article 13 Applicable Law
This Agreement is subject to Dutch law. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna 11 April 1980, Bulletin of Treaties 1981, 184 and 1986, 61) does not apply to this Agreement.
Article 14 Applicability of these General Terms and Conditions
These General Terms and Conditions apply to all Offers, Order Confirmations and Agreements. In so far as the Buyer refers in their Order to other terms and conditions, their applicability is expressly rejected.
Article 15 Disputes
1. All disputes which may arise between the Parties as a result of the Agreement or further agreements and other acts in connection with the present Agreement such as, for example, but not exclusively, unlawful acts, undue payments and unjustified enrichments, will be settled by the Dutch Court established in the province of Limburg (location Roermond).
2. A dispute regarding a specific legal claim must be submitted within six months after the claim arose, without prejudice to the possibility of earlier lapse or limitation in accordance with the law.
3. The Buyer must report any complaints concerning the delivery, the quality of the products and/or the quantities within 48 hours of delivery, failing which the Seller may assume that all obligations have been fulfilled properly and on time and all possible rights/claims of the Buyer to performance and/or compensation will lapse.
MwSt. NL 805947164 B01
Handelsregister KvK 12036493
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