General Terms and Conditions of Sale, Delivery and Payment
In these General Terms and Conditions of Sale, Delivery and Payment of De Jong & Partners Venlo B.V., the terms below are understood to mean the following:
1.1 Seller: De Jong & Partners Venlo B.V., with registered office in Venlo (5928 RD) at Floralaan 9;
1.2 Buyer: the other party acting in the course of a profession or business, not being a consumer;
1.3 General Terms and Conditions: these general terms and conditions of sale, delivery and payment;
1.4 Order: request (order) by the Buyer to deliver goods;
1.5 Quotation: any offer made by the Seller in writing or by e-mail, whether or not in response to one or more Order(s) received from the Buyer;
1.6 Order Confirmation: confirmation from the Seller that the Order placed by the Buyer will be executed;
1.7 Agreement: agreements made between the Buyer and the Seller regarding the sale and delivery of goods.
2. Applicability of General Terms and Conditions and Conclusion of the Agreement
2.1 All Quotations and Order Confirmations, are issued or submitted under the applicability of these General Terms and Conditions, including the (silent/explicit) acceptance thereof and the concluded Agreement.
2.2 In so far as the Order Confirmation:
– does not, or at least does not substantially deviate from the Order placed and the Buyer has not objected against the Order Confirmation in writing within 7 calendar days after the Order Confirmation; and/or;
– if at the request of the Buyer within 7 calendar days the purchase/sale – pursuant to the Order and Order Confirmation – is executed;
the Agreement is deemed to have been concluded.
2.3 In so far as the Seller responds to the placed Order in a deviating manner, this response shall be regarded as a Quotation to which the Buyer must actively respond before an Agreement is concluded. The Agreement is then concluded as soon as the Quotation has reached the Buyer and the Buyer has agreed to it.
2.4 All of the Seller’s Quotations are valid for one month, unless the Quotation states otherwise.
2.5 In the event of acceptance of the Quotation and/or Order Confirmation, the Buyer agrees to the declaration of applicability of these General Terms and Conditions and, if necessary, waives the declaration of applicability of their own terms and conditions of purchase.
2.6 If the Buyer’s acceptance includes reservations or amendments to the Quotation, or the Buyer makes reservations or amendments to the Order Confirmation sent by the Seller within 7 calendar days of receiving the Order Confirmation (including reservations regarding the declaration of the applicability of these General Terms and Conditions), the Agreement will only be concluded if the Seller has informed the Buyer that they agree to these deviations from the Quotation and/or Order Confirmation.
3.1 Amendments to the Agreement and deviations from these General Terms and Conditions will only be effective if they have been agreed on in writing between the Buyer and the Seller.
3.2 If amendments (to the Agreement) result in an increase in costs, the Seller shall be entitled to increase the purchase price accordingly.
4. Quality and Description
4.1 The Seller undertakes towards the Buyer to deliver the goods of the description, quality and quantity as further described in the Quotation, Agreement and/or Order Confirmation.
4.2 The Seller does not guarantee that the goods are suitable for a purpose other than that indicated on the packaging of the product, even if this (other) purpose has been made known to the Seller, unless otherwise agreed between both parties.
5. Packaging and Shipment
5.1 Unless expressly agreed otherwise in writing, delivery shall at all times take place FCA or FOB according to the Incoterms (latest version), as drawn up by the International Chamber of Commerce.
5.2 The goods will be delivered by the Seller at, or sent for delivery to, the agreed place or places in the manner specified in the Order Confirmation, Agreement or Quotation or subsequently agreed in writing.
5.3 The Seller will deliver the goods on pallets. In the event of delivery on Euro-pallets, the Buyer is obliged to return these pallets, in good condition, to the address specified by the Seller, failing which the Buyer shall owe compensation to the Seller unless otherwise agreed in writing.
6.1 If for any reason the Buyer is unable to take delivery of the goods at the agreed time and they are ready for dispatch, the Seller shall, if their storage facilities permit, store the goods at the Buyer’s request. The risk of deterioration in quality due to storage shall be borne entirely by the Buyer.
6.2 If the Buyer fails to take delivery of goods for a period of 2 months – counting from the agreed time – the Seller has the right to dissolve the Agreement out of court unless otherwise agreed in writing. The Buyer shall then owe compensation to the Seller in the amount of the agreed purchase price of the goods, plus the damage suffered by the Seller as a result of the dissolution.
6.3 The Buyer shall at all times be obliged to pay the Seller the storage costs at the Seller’s usual rate and, in the absence thereof, at the rate customary in the industry, from the time the goods are ready for dispatch or from the delivery date agreed in the Agreement, which occurs later.
7. Transfer of Ownership and Risk
7.1 Subject to the provisions of this Article, ownership of and risk in the goods shall pass to the Buyer in accordance with agreed Incoterms (most recent version), as drawn up by the International Chamber of Commerce. As long as the Buyer has not paid the full amount of the purchase price (with any additional costs) or has provided an unconditional bank guarantee for that purpose, the Seller reserves ownership of the goods. In this case, ownership shall pass to the Buyer as soon as the Buyer has fulfilled all their obligations towards the Seller.
7.2 If the Seller has reasonable doubt about the Buyer’s ability to pay, the Seller shall be entitled to postpone the delivery of goods pursuant to Article 5.2 of these General Terms and Conditions until the Buyer has provided security for payment. The Buyer shall be liable for the damage suffered by the Seller due to this delayed delivery. The provisions of Article 6 of these General Terms and Conditions, shall apply accordingly in this situation.
7.3 If the Seller delays shipment at the Buyer’s request in accordance with the provisions of Article 6 of these General Terms and Conditions, the goods shall remain the property of the Seller, but the risk of deterioration, loss or spoilage (or other damage) shall be borne by the Buyer.
8. Time of Delivery
8.1 The Seller shall deliver the goods at the time or immediately after the end of the delivery period specified in the Agreement. If a delivery period has been agreed upon, it shall commence on the date on which the Agreement is concluded pursuant to Article 2 of these General Terms and Conditions. A delivery period stated by the Seller shall be indicative only and shall never be final unless otherwise agreed in writing.
9. Force Majeure
9.1 The delivery period referred to in Article 8 of these General Terms and Conditions will be extended by the period during which the Seller is prevented from fulfilling their obligations as a result of force majeure.
9.2 There will be force majeure on the part of the Seller if, after the conclusion of the Agreement, the Seller is prevented from fulfilling their obligations under this Agreement or their preparation as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, floods, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defective machinery, disruptions in the supply of energy, or the consequences of an epidemic or pandemic (including the outbreak of Covid-19 or the Coronavirus), all this both in the Seller’s business and at third parties from whom the Seller has to purchase the necessary materials in whole or in part, as well as in storage or during transport, whether or not under own management, and furthermore due to all other causes beyond the Seller’s fault or risk.
10. Liability and Indemnity
10.1 The Seller shall not be liable for damage resulting from the fact that the Buyer or one of their customers uses the goods contrary to the accompanying operating instructions or in any other case of incorrect usage.
10.2 The Seller’s liability shall in all cases be limited to repairing a defective good free of charge or to replacing that good or a part thereof, at the Seller’s discretion.
10.3 In addition, in all circumstances, any possible liability of the Seller shall be limited to the damage covered under their insurance policy or policies and actually paid out by the insurance company, up to the amount covered in the relevant case. Furthermore, any liability, however named and however intended, for damage, costs or otherwise is limited to the amount of the Agreement, including annulment provisions.
10.4 The Buyer must report damage and losses suffered to the Seller in writing as soon as possible but no later than 2 weeks after they have arisen or become known. Damage not reported within this period, shall not be eligible for compensation. In any event, any claim of the Buyer against the Seller, except those expressly accepted by the Seller, shall lapse by the mere expiry of 6 months after its occurrence.
11. Price and Payment
11.1 The purchase price includes the price for the goods, the costs of packaging, transport and delivery costs at the Buyer’s designated location, unless otherwise stipulated or agreed between the Seller and Buyer.
11.2 The Buyer is obliged to pay the purchase price within 7 calendar days after delivery unless otherwise agreed in writing. The Buyer is not entitled to deduct any amount from this purchase price on account of a counterclaim they have lodged.
11.3 If the Buyer does not fulfil their payment obligations on time and does not comply with a one-week notice of default, the Seller is authorised to regard the Agreement as dissolved without judicial intervention. In that case, the Buyer shall 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. Also, without further notice of default, the Buyer shall owe interest of 8% on all amounts not paid by the last day of a payment period from the invoice date unless the statutory commercial interest rate is higher. In that case, the statutory commercial interest rate shall apply. The (statutory commercial) interest due applies per month or part thereof.
11.4 If the Seller takes extrajudicial measures in the event of default by the Buyer, the costs thereof will be borne in full by the Buyer, subject to a minimum amount of € 250,– (two hundred and fifty euro).
11.5 The Buyer, who exercises their right to storage as referred to in Article 6 of these General Terms and Conditions, remains obliged to pay the purchase price within 7 calendar days after the delivery would have taken place if it had not been postponed.
12. Legal Requirements
12.1 The Seller warrants that the design, composition and quality of the goods to be delivered under the Agreement comply as far as possible with all requirements laid down in laws and/or other relevant governmental regulations in force at the time the Agreement is concluded. This guarantee does not apply in case of delivery of goods with a private label. In that situation, the design, composition and quality of the goods are at all times for the Buyer’s account and risk.
13.1 Without prejudice to the provisions of Article 11 of these General Terms and Conditions, the Agreement shall be dissolved without judicial intervention following a written declaration at the time when the Buyer files for bankruptcy, is declared bankrupt, applies for a provisional suspension of payments, or a request by the Seller natural person, is granted by the court to declare the debt rescheduling scheme applicable, or by attachment, receivership or otherwise loses the power of disposition of their assets or parts thereof, unless the receiver or trustee acknowledges the obligations resulting from this Agreement as estate debt.
13.2 As a result of dissolution, mutually existing claims become immediately due and payable. The Buyer shall be liable for damages suffered by the Seller, including (but not limited to) loss of sales and profit and transport costs.
14. Applicable Law
14.1 These General Terms and Conditions shall be governed by 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 these General Terms and Conditions.
15. Scope of these General Terms and Conditions
15.1 These General Terms and Conditions apply to all Quotations, Order Confirmations and Agreements by or with the Seller. When the Buyer refers to other terms and conditions in their Order, their applicability is expressly rejected.
16.1 All disputes that may arise between both parties as a result of their Agreement or further Agreements and other actions in connection with the present Agreement, such as, but not exclusively, wrongful acts, undue payments and unjust enrichment, will be settled by the Dutch District Court in the province of Limburg (location Roermond).
16.2 A dispute in respect of a specific legal claim must be brought before the court within six months after the claim arose, without prejudice to the possibility of earlier lapse or prescription in accordance with the law.
16.3 The Buyer must report any complaints concerning the delivery, the quality of 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 any rights/claims of the Buyer for performance and/or compensation will lapse.
VAT NL 805947164 B01
Chamber of Commerce 12036493
We do not sell products to consumers.