General Delivery and Payment Terms
The following definitions apply in these terms and conditions:
- “supplier” – Vepa Bins Groothandel B.V., Petgear Commerciële Dienst B.V., TTP Commerciële Dienst B.V., Higgins International Commerciële Dienst B.V., Pet Style Living Commerciële Dienst B.V. all established in Den Helder;
- “the other party” - the other party, which is bound by these general terms and conditions;
Article 1: Applicability
These conditions apply to all offers, orders, transactions and agreements - whatever their name - (unless otherwise agreed), to which the supplier is a party, as well as to the implementation thereof in the broadest sense of the word.
Deviations from these conditions are only binding if and insofar as the supplier has agreed to this in writing. Deviations only apply to the offer, delivery or agreement for which they are made.
General terms and conditions of the client only bind the supplier after the supplier has accepted them in writing.
Article 2: Offers.
All quotations and offers from supplier are without obligation. The supplier is only bound after an offer or order from the other party has been accepted by the supplier in writing or the offer or order has been executed by the supplier.
The contents of catalogs, brochures, printed matter, etc., price lists and appendices to offers do not bind the supplier unless explicitly referred to in the order confirmation.
Article 3: Agreement.
Subject to the provisions below, an agreement with the supplier will only be concluded after the supplier has accepted or confirmed this order in writing, whereby the date of confirmation is decisive. The order confirmation is deemed to accurately represent the agreement unless the other party has immediately objected to this in writing.
Any additional agreements or changes made later will only be binding on the supplier if they have been confirmed in writing by the supplier.
For agreements for which, given the nature and scope, no offer or order confirmation has been sent, the invoice is deemed to accurately and completely represent the agreement, unless there is a complaint within eight days of the invoice date.
If the content of the quotation and the content of the order confirmation are not in agreement, the order confirmation is the only document binding the parties.
Article 4: Prices.
Prices and conditions with regard to (free) deliveries from supplier can be found in the price list, the catalog or the quotation.
Unless stated otherwise (in the price list, the catalog or the quotation), the prices with regard to deliveries come from the supplier:
- excluding VAT, import duties, other taxes, levies and duties;
- including the costs of packaging, loading and unloading and insurance ;
- stated in euros, any exchange rate changes will be charged.
If and insofar as the period between the date of the order confirmation and the delivery exceeds a period of three months, the supplier is entitled to increase the order price accordingly in the event of an increase in one or more of the cost price factors, all this taking into account existing legal requirements. regulations, on the understanding that already known future price increases must be stated with the order confirmation.
Article 5: Delivery time.
Unless otherwise agreed, delivery will be made to the address of the other party.
Specification of the delivery time is always approximate, unless expressly agreed otherwise in writing. Specified delivery times can never be regarded as deadlines, unless explicitly agreed otherwise in writing.
Supplier is entitled to deliver in parts and to invoice these separately.
Exceeding the delivery time does not entitle the other party to compensation unless this has been explicitly agreed in writing.
In other cases, the other party will only be entitled to compensation for exceeding the delivery time if the other party has given the supplier written notice of default in this regard and the other party has yet granted a reasonable period of time to meet its obligation.
The case is at the risk of the other party from delivery, even if ownership has not yet been transferred.
The other party therefore remains liable to pay the purchase price regardless of whether the goods deteriorate due to a cause that cannot be attributed to the supplier and even if the other party takes receipt of the goods under his protest.
The supplier is entitled to demand payment in advance by the other party and will only be obliged to deliver after the client has paid this advance payment.
Article 6: Transport and risk.
The method of transport / shipment is, unless expressly agreed otherwise, determined by the supplier.
Specific wishes of the other party regarding transport / shipment are only carried out at the expense and risk of the other party.
The other party does not have the right to refuse the receipt of the goods sold or to return them, unless the supplier has agreed to this in writing. If the other party returns the goods, without the supplier's having agreed to this in writing and the supplier receives it, this will always be at the expense and risk of the other party. The shipment is stored by the supplier at the expense and risk of the other party and kept at the disposal of the other party, without any recognition of the correctness of any complaint being derived from this.
If the other party refuses to take delivery of the goods to be delivered, the supplier shall store these goods at the other party's expense and risk. In that case the supplier has the right to promote the dissolution of the agreement, without prejudice to its right to full compensation.
If the other party is not present between 8 a.m. and 5 p.m. to receive the goods to be delivered, the freight and administration costs will be borne by the other party.
Article 7: Complaints.
The other party can no longer rely on a defect in the performance if it has not protested within a reasonable time after it has discovered the defect or should have reasonably discovered it, with the supplier in writing and with a description of the complaint and specification of the order number..
The competent time is understood to be within eight days of receiving the goods and / or delivering the work and / or terminating the services, not including a Saturday, a Sunday and generally recognized public holidays.
Complaints due to defect or deviation from the stated specification or externally visible damage must, in order to be valid, be noted on the receipt by the other party. The supplier is not liable for deviations that are generally customary in the industry, including the article in question, or for minor technical or unavoidable deviations, with regard to quality, color, dimensions, volume, thickness, weight, etc.
If the other party is of the opinion that the goods delivered by the supplier do not correspond to what the supplier has sold, he must immediately inform the supplier and give the opportunity to view the goods delivered. Goods already processed or resold by the other party are deemed to have been approved and accepted by him. In all cases where delivery is free of charge, the other party has the right to approve the goods at its own expense for the shipment, provided that it informs the supplier in time of the intended inspection.
The other party must submit complaints about invoices to the supplier in writing within eight days of receipt, stating the invoice number and describing the complaint.
If the complaint is justified, the supplier shall at its option either pay fair compensation up to the invoice value of the delivered goods to which the complaint relates, or replace the delivered goods free of charge, against the counterparty's return of the originally delivered goods. The supplier is not obliged to pay further compensation and to compensate for indirect damage. With regard to complaints, each partial delivery is considered to be a separate sale.
Article 8: Liability.
The supplier cannot be held liable in any way by the other party for damage of any nature whatsoever and by anyone suffered, arising from or in connection with goods or services supplied or made available by the supplier, unless such damage is due to intent or gross negligence, including intent or gross negligence on the part of the managerial subordinates. The supplier is only obliged to compensate the damage suffered if this damage is the result of the fault of the supplier and the supplier being insured against that damage. This limitation of liability applies equally to damage to goods that have been offered to the supplier for processing and / or processing, repair etc. by the other party; these matters are always held by the supplier at the expense and risk of the other party and are not covered by any insurance from the supplier.
The supplier cannot be held liable in any way by the other party for damage of any nature whatsoever and by anyone suffered, arising from, or in connection with, supplied or made available by the supplier, but manufactured, assembled or delivered by third parties, goods or services, although the supplier will, if possible, provide the other party with the necessary information to seek redress from that third party.
The other party indemnifies the supplier against claims from third parties against whom the supplier cannot invoke the present conditions.
The supplier's liability will at all times be limited to the invoice amount charged or to be charged to the other party. If the damage for the other party exceeds the invoice amount, the other party is only entitled to compensation if and insofar as that damage is covered by insurance taken out by the supplier.
The supplier never accepts any liability for damage resulting from defects in drawings, designs, materials or parts made available by the other party.
Article 9: Force majeure.
In the event of force majeure, the supplier has the right, at its option and without judicial intervention, to suspend the execution of the agreement, or to dissolve the agreement wholly or in part by means of a written statement, without the supplier being obliged to pay any compensation as a result. The supplier is only obliged to pay compensation if the supplier enjoys any advantage in connection with a non-attributable shortcoming that it would not have received in the event of proper compliance. The compensation will not exceed the amount of the benefit enjoyed by the supplier.div>
Force majeure is understood here to mean any circumstance as a result of which the other party can no longer reasonably expect the fulfillment of the agreement from the supplier, disruptions in the company or suppliers of the supplier, non-performance of suppliers of the supplier, transport disorders, strikes inside and outside the supplier's company , government measures, including at least import and export bans.
The Supplier is entitled to demand payment for the performances that have been performed in the performance of the relevant agreement, before the force majeure event has become apparent.
If the other party gives notice to the supplier in writing, the supplier is obliged to comply with its choice as referred to in 9.1 within fourteen days.
The other party only becomes the owner of the goods delivered or to be delivered by the supplier under the condition precedent.
The supplier remains the owner of all goods delivered or to be delivered by it, as long as the other party has not performed the claims of the supplier with regard to the consideration for all these goods. If, in the context of these purchase agreements, the supplier performs work to be compensated by the other party for the other party, the aforementioned ownership shall apply until the other party has also fully settled these supplier claims.
The reserved ownership also applies to the claims that the supplier may obtain against the other party due to the other party's failure to fulfill one or more of its obligations towards the supplier.
The other party is not permitted to to establish a lien or a possession-free lien on the goods supplied by the supplier, as long as he did not perform the in 10.1. described consideration. If, nevertheless, the other party delivers the goods on, the other party is obliged to transfer the claim it has obtained to the supplier.
The supplier already retains the right to have lien established as referred to in article 3: 237 of the Dutch Civil Code for the delivered goods that have been transferred to the other party through payment and that are still in the hands of the other party. to provide additional security for claims, other than those referred to in Article 3:92, paragraph 2 of the Dutch Civil Code, which the supplier may have against the other party for whatever reason.
In the event that the other party fails to comply with any obligation arising from the agreement with regard to goods sold, the other party is obliged to return the goods to the supplier upon first request, without any notice of default being required, in which case the other party will be credited for the market value. of the items on the day of take back.
The Supplier is authorized to enter the buildings and grounds where the goods are located in order to have its property removed.
Learn to pronounce In the event that the goods are located in rooms or on grounds of others than the other party, the other party must ensure that the other party makes sure that the supplier can enter those spaces or sites unhindered at any time.
The other party is permitted to sell and transfer the goods delivered under retention of title to third parties within the framework of normal business operations.
Work during (provisional) suspension of payment or bankruptcy of the other party is explicitly not considered to be work within the framework of the normal course of business.
In the event of a (provisional) suspension of payment or bankruptcy of the other party, the supplier is entitled to take back the delivered goods without any notice of default being required.
Article 11: Payment.
Unless expressly agreed otherwise, payment must be made within fourteen days of the invoice date in the manner indicated on the invoice or otherwise by the supplier.
Payment must be made in accordance with the payment conditions stated on the quotation or on the order confirmation.
If the supplier has received clear instructions before or during the performance of an agreement regarding insufficient or reduced creditworthiness of the other party, then the supplier has the right not to deliver or not to continue to deliver, unless, at the supplier's request, security has been provided for its satisfaction. correct payment of the purchase price. An instruction as referred to above includes an exceeding of the payment term by the other party with regard to the agreement or with regard to other agreements with supplier.
As long as the required security has not been provided, the supplier is entitled to suspend the execution of the agreement, even if a fixed delivery time has been agreed. If the other party refuses to provide the required security, the supplier is entitled to regard the agreement as dissolved, without prejudice to its right to compensation.
The other party waives its right to invoke a set-off against the supplier.
If the other party is in default towards the supplier with any payment obligation, the supplier has the right to suspend the execution of the agreement and also of other current agreements until payment has been made, while the supplier may demand cash payment for further deliveries.
The full purchase price is immediately due and payable if the payment term is exceeded and if the other party applies for suspension of payment, is declared bankrupt, when his goods are seized or in the event of liquidation of his business.
If payment has not been made within the specified period, the other party will owe statutory interest on the outstanding amount. Interest for a part of the month is calculated over a full month.
Payments made by the other party always serve first to settle all interest and costs owed, and secondly to due and payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice.
Article 12: Collection costs.
The supplier is entitled to claim extrajudicial costs that the other party causes due to non-payment or late payment.
The supplier calculates the collection costs according to the collection rate of the Netherlands Bar Association, but with a minimum of € 75.
Article 13: Dissolution.
Complete or partial dissolution takes place through a written statement from the person entitled to do so. The other party will only then be able to dissolve the agreement by means of a written statement if it has put the supplier in default in writing and has granted the supplier a reasonable period of time to still meet its obligations.
The other party cannot claim dissolution on the grounds of a shortcoming in the fulfillment of an obligation in respect of which the other party itself is in default.
Article 14: Confidentiality, publications and approvals.
The other party has the following obligations:
- The other party will regard the information obtained with regard to the supplier's delivery and what has been agreed between the other party and the supplier as confidential and will not use it without the supplier's permission, this does not apply to information that has been made public without fault from the other party.
- The other party does not give third parties permission or authorization to use the name, trademark, logo, emblem or symbol of which the supplier is the (intellectual) owner or license holder or which is used by the supplier on letter paper, business cards, advertisements or other printed matter, unless for this use previously by letter from the supplier and (if applicable) the licensor has been given permission;
- The other party will make all reasonably possible efforts to ensure compliance with these obligations by its entire staff.
This condition remains valid after the termination of the agreement.
Article 15 Various provisions.
If the circumstances assumed by the parties at the time of the conclusion of the agreement change significantly, such that compliance with one or more of these conditions cannot reasonably be expected of one of the parties, interim consultations will take place modification of the agreement.
Should any provision of these terms and conditions not, in the opinion of the competent court, apply or be contrary to public order or the law, then only the relevant provision will be considered as not written and parties will replace it with one or more provisions. , which correspond as closely as possible to the conflicting provision (s) without, in turn, coming into conflict with public order or the law and these terms and conditions will remain in full force.
Article 16: Applicable law.
All agreements entered into by the other party with the supplier are governed by Dutch law, with the exception of the Vienna Sales Convention and referral rules of an international private law nature.
The Court of Alkmaar is exclusively competent to take cognizance of disputes, without prejudice to the legal provisions regarding the jurisdiction of the sub-district court and without prejudice to the authority of the supplier to inform the court of the place of residence of the other party if desired.