| Article 1 - Applicability |
1. These general terms and conditions apply
to all our offers and to all contracts we enter into, whatever they may be
called. These terms and conditions also specially apply to contracts in which
we undertake to supply goods to our purchasers.
2. For the purposes of these terms and
conditions, a "purchaser" is defined as any natural or juristic
person who has a contractual relationship with us, by virtue of a sales
contract or other type of agreement entered into with us, and any natural or
juristic person who wishes to enter into a sales contract or other type of
agreement with us.
A "purchaser" is also specially
defined as the party on whose instructions and at whose expense goods are
supplied.
3. The provisions in these general terms and
conditions may only and exclusively be departed from in the event that and in
so far as this is expressly agreed
in writing.
4. In the event that the purchaser also
refers to (his own) general terms and conditions, the purchaser's terms and conditions
are not applicable. This will only differ if and in so far as the applicability
of the purchaser's terms and conditions have been expressly accepted by us in
writing and in so far as the purchaser's terms and conditions do not
conflict with the provisions in our general terms and conditions.
Should the purchaser's terms and
conditions conflict with the provisions in our general terms and conditions,
therefore, only the provisions of our general terms and conditions shall apply.
A stipulation to the contrary in the purchaser's terms and conditions does not
affect the foregoing.
5. For the purposes of these general terms
and conditions, the term "supply (of goods)" shall also be deemed to
include the provision of services and the performance of work of any kind
whatsoever.
1. All our quotations should be regarded as
invitations to the potential purchaser to make an offer. They are therefore not
binding upon us in any way, unless there is an express and unambiguous
provision to the contrary (in writing) in the quotation itself. The order given
to us is regarded as an offer and is not deemed to have been accepted by us
until we have confirmed this in writing (the 'order confirmation').
2. Designs, drawings, models, samples, descriptions,
illustrations, lists of sizes etc. and any annexes and documents relating to
our quotations from part of the quotations we submit, specifically in respect
of the provisions of the previous clause. All such remain our property, as do
any tools made by us in this connection, must be returned to us at our request
and may not be copied and/or released to third parties without our express
written permission.
We also reserve any and all intellectual
and industrial property rights that may exist.
| Article 3 - Existence of a contract |
1. A contract with us does not come into
existence until we have accepted in writing an order placed with us. A contract
is deemed to exist at the moment when we send the order confirmation.
2. A purchaser is bound by his order, in
whatever form it is given to us, for a period of seven days after the date
stated on the order or (if the order in question was placed verbally) after the
order was given. A statement by the purchaser that he wishes to cancel or
change his order, made during this sevenday period, can therefore not prevent a
contract based on the (original) order from coming into existence, if we accept
/ confirm the order within this sevenday period.
3. The order confirmation we send to the
purchaser is deemed to present the contents of the contract that has been
entered into fully and accurately. The purchaser is deemed to have approved and
accepted the contents of our order confirmation unless he notifies us in
writing that he cannot accept the contents within seven days of the date on our
confirmation.
4. Any additional arrangements and/or
agreements made by our employees, or made on our behalf by other persons who
act as representatives, are only binding upon us if these arrangements and / or
agreements are confirmed in writing by a company officer or company officers
who are authorized to represent us.
1. Our prices exclude VAT, and - unless
there is express agreement in writing to the contrary - exclude packaging and
transport costs.
2. The prices stated in quotations,
contracts and order confirmations are based on the cost factors that apply at
the time the contract comes into existence; these factors include rates of
exchange, manufacturers' prices, the price of raw materials and manufacturing
supplies, wages and transport costs, insurance premiums, taxes, import duties
and other levies imposed by the government.
3. We reserve the right, in the event that
there is an increase in one or more of the cost factors after the date on which
the contract came into existence but before the delivery date, to pass this
increase on to the purchaser.
We are also entitled in this case to
cancel the contract wholly or in part without the intervention of the Court.
The purchaser also has this latter right, however only in the event that,
within three months of the date on which the contract was entered into, we take
the position that changes in the costs have led to an increase in the price
referred to in the order confirmation. If the purchaser wishes to exercise this
right, he must notify us of the cancellation by registered letter within five
days of receiving the relevant notification from us.
| Article 5 - Supply and delivery terms |
1. The delivery times quoted by us commence
on the day on which the contract comes into existence, provided that all the
information we need to carry out the order is in our possession.
The delivery times quoted by us shall
never be regarded as deadlines unless there is express agreement to the
contrary in the individual contract.
In the event of late delivery we must
therefore be held in default in writing.
In the event that - contrary to the above
- a penalty for overrunning the delivery time has been expressly agreed in the
individual contract, said penalty is not payable if the overrunning of the
delivery time is the consequence of one of the instances of force majeure
referred to in article 10 of these general terms and conditions.
2. Unless there is a stipulation to the
contrary in the order confirmation, goods are delivered carriage paid for
domestic purchasers. The goods travel further at the purchasers' risk and
expense.
Unless agreed otherwise, goods for
foreign purchasers are delivered f.o.b. at a Dutch port or carriage paid at the
Dutch border. The goods travel further at the purchasers' risk and expense.
3. Unless the purchasers themselves organize
forwarding, goods are shipped by us by what we judge to be the most appropriate
means using forwarders chosen by us.
4. If a purchaser requests that goods are
delivered in a way other than the usual way, we may charge the purchaser for
the costs incurred as a result.
5. As soon as the goods for delivery are
unloaded from the means of transport at the destination referred to in clause
2 above, the risk relating to these goods passes to the purchaser.
6. If the delivery is made in parts, we are
entitled to regard each delivery as a separate transaction.
7. The purchaser has a duty to take delivery
of the purchased goods within the agreed period.
If he fails to do so we are entitled - at
our discretion - on the grounds of the provisions of article 6:60 of the Dutch
Civil Code to ask the competent Court to release us from the obligation of
delivering the contracted goods, or to demand without prior notification of
default payment of the purchase price of the part that has not been taken
delivery of. If the purchaser fails to fulfil his payment obligation, we are
entitled to declare the contract rescinded without the intervention of the
Court.
In the event that the purchaser remains
in default as referred to above and fails to take delivery of the purchased
goods within the agreed time and we demand payment of the purchase price, the
goods are deemed to have ben delivered and we will store the goods at the purchaser's
expense and risk, against reimbursement of all the costs that arise as a
consequence.
If no term for taking delivery has been
agreed, we are entitled to take the steps referred to in this article if the
purchaser has not taken delivery of the goods within one month of his being
invited by us to do so.
| Article 6 - Complaints by the purchaser |
1. The purchaser guarantees the accuracy and
completeness of and is responsible for the information he gives us.
In respect of the information we provide
about sizes, colour fastness, colour combination, etc., in our quotations, or
in items that form a part of our quotations by virtue of the provisions of
article 2, clause 2, the purchaser must make allowance for the usual tolerances
and minor changes in the goods we supply. More specifically, this applies to
departures from the contracted quantity; here, too, the purchaser must make
allowance for the usual tolerances.
The goods supplied by us may therefore
depart from the description in the order if and in so far as said departure
relates to minor differences in size, quantity differences and insignificant
changes.
2. Complaints, which are deemed to include
all protests about the quality of a delivery, will only be considered if they
are in our possession within ten days of the purchaser's receiving the goods.
If the complaint relates to defects which
do not become apparent until the goods are used and in respect of which, in
accordance with trade usage, inspection by the purchaser generally does not
take place until later, the complaint may still be submitted within ten days
after the purchaser discovers or could reasonably have been expected to
discover the defect, however as far as visible or otherwise observable defects
are concerned, never more than two months after the invoice date and as far as
defects that are not visible or otherwise observable are concerned, never more
than one year after the invoice date.
Every complaint must be made by
registered letter, containing a clear and accurate description of the defect
and quoting the invoice on which the goods in question were supplied.
3. Any right of claim the purchaser may have
against us in relation to defects in goods supplied by us lapses in the event
that :
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-
a.
the defects are not brought to our notice within the periods and / or not in the manner stipulated in clause 2 above;
b.
the purchaser does not cooperate or does not cooperate sufficiently with us in respect of an investigation into whether there are grounds for the
complaints;
c.
the purchaser has not handled, treated, used, stored of maintained the goods in the right way, or he has used or treated the goods in circumstances or for purposes other than those foreseen by us;
d.
the guarantee period in the individual contract has expired, in so far as such a period has been agreed.
4. In the event of disputes concerning the
quality of goods manufactured by us, the analysis of the Kunststoffen- en
Vezelinstituut TNO (Plastics and Fibres Research Institute TNO) in Delft NL or,
if said institute is unwilling or unable to carry out these analyses, another
laboratory of good reputation designated by us shall be binding upon both
parties.
1. Only in the event that guarantee
obligations in respect of goods supplied by us have not been assumed by third
parties (such as manufacturers) may the purchaser make claims under guarantee
or otherwise against us. In that case our liability is limited to defects that
are a consequence of manufacturing errors and flaws in materials.
2. In the event of a complaint, if the
validity of the grounds for the complaint in relation to the quality is
established by us and if at the same time liability as referred to in clause 1
above exists for us, we are sololy bound - at our discretion - to:
-
-
a.
rectify the defects (free of charge);
b.
supply replacement goods or parts following the return of the defective goods or parts;
c.
refund the purchase price received or credit the purchaser for the invoice sent to him, with the rescission of the contract in question without the intervention of the Court, all such in so far as the purchase price, the invoice and the contract relate to the defective goods supplied;
d.
indemnify the purchaser in a manner other than those referred to heretofore in consultation with the purchaser.
3. If the purchaser has carried out repairs
and/or changes to the goods or has caused repairs and/or changes to be carried
out without our prior express written permission, all guarantee obligations on
our part lapse.
4. Subject to any obligations we may have
pursuant to the foregoing, we are never liable to pay any sort of compensation
to the purchaser and others, unless there has been wilful intent or culpability
on our part (to be demonstrated by legal means by those holding us liable).
We are specifically never liable for
consequential loss or damage, direct or indirect damage, however described -
including loss of profits and losses caused by plant idleness - sustained by
the principal, his subordinates and people put to work by or through him or
third parties, because of the total or partial (re-)delivery of goods, late or
unsatisfactory delivery, or failure to deliver the goods or because of the
goods themselves.
5. The purchaser is not entitled to return
goods in respect of which no well-founded complaint exists. Should goods
nonetheless be returned without valid reason, all the costs relating to the
return will be borne by the purchaser. In that case we are at liberty to store
the goods with a third party a the purchaser's expense and risk.
6. The purchaser has a duty to indemnify us
against all claims that third parties might institute against us in repect of
the performance of the contract, in so far as the law does not prevent the
damages and costs arising out of these claims from being paid by the purchaser.
| Article 8 - Reservation of title and security |
1. Goods supplied by us remain our property
until the moment of full payment of all that the purchaser owes us in respect
of, in connection with or arising out of goods supplied by us.
Should we deem it necessary, we are
entitled to require the purchaser to put up security for the fulfilment of his
commitments.
2. The purchaser is not entitled to pledge
goods that have not been paid for, to establish a lien without title on them or
to establish any other commercial or personal right on them in favour of a
third party.
3. Without prejudice to the foregoing
provisions of this article, the purchaser is permitted to sell the goods to
third parties, but only in the course of the normal conduct of business. In
this case the purchaser has a duty to transfer to us immediately the money
received or, if the goods were not sold for cash, to transfer to us immediately
the accounts receivable.
4. If as a result of treatment or processing
by the purchaser our title to the goods supplied by us has been lost, the
purchaser has a duty immediately to establish a lien without title in our
favour on the goods that have been produced after the treatment or processing.
5. We are always entitled to take possession
of goods that are in the keeping of the purchaser (or of third parties) but to
which we have title as soon as we may reasonably assume that there is a real
risk that the purchaser will not fulfil his obligations. The foregoing does not
affect the rights that we enjoy under common law : specifically we reserve the
right, after taking possession of the goods, to claim damages from the
purchaser.
6. The purchaser has a duty to insure goods
that have not been paid for against fire and theft and to produce the relevant
insurance policy at our request.
1. Payment must be made in Brittish
currency, without any deduction or discount, in cash at the place where we have
our registered office or by transfer to a bank or giro account nominated by us,
in both cases immediately after delivery of the goods concerned, or at least
within no more than fourteen days after the invoice date, all such unless there
has been express written agreement to the contrary. In the case of payment by
bank or giro, the date on which our bank or giro account is credited counts as
the date of payment.
2. If the purchaser does not make payment
(in full) on time, he is in default without there being any need for a specific
notification of default. In this case we are entitled, if and in so far as
there is a sufficient connection with the purchaser's non-compliance, to
suspend the fulfilment of all our commitments to the purchaser, without
prejudice to all the rights we enjoy under common law. We are also entitled to
demand cash payment in advance of the delivery of goods or a guarantee of
prompt payment for all deliveries still to be made. We are further entitled in
this case to rescind the contract without the intervention of the Court, upon
which the purchaser has a duty to return the goods that have been delivered or
a duty to reverse what we have performed in some other way, without prejudice
to our right to compensation.
| Article 10 - Force majeure |
1. Force majeure is defined as any
circumstance beyond our control of a nature such that fulfilment of the
contract cannot reasonably be demanded of us (a non-attributable shortcoming in
performance). Force majeure is deemed to include : war, disturbances and
hostilities of any kind whatsoever, blockade, boycott, natural disasters,
epidemics, lack of raw materials, obstruction and interruption of transport,
breakdowns in our factory, import and export restrictions or bans, impediments
caused by measures, laws or orders laid down by international, national or
regional (government) authorities. If as a result of force majeure we are
unable to meet our obligation to deliver or cannot do so satisfactorily or on
time, we are entitled, at our discretion, to consider the contract or that part
of it that has not been fulfilled as rescinded or to suspend it for a specified
or indefinite period.
In the event of force majeure, the
purchaser cannot claim compensation from us.
| Article 11 - Applicable law |
The quotations we submit and all the
contracts we enter into are governed exclusively by and interpreted according
to the law of the Netherlands.
| Article 12 - Settlement of disputes |
All disputes of any nature whatsoever
related to or arising out of contracts we have entered into or deliveries we
have made will be heard by the competent Court in Arnhem unless, within one
month of our having invoked this stipulation, the purchaser lets it be known in
writing that he chooses to have the dispute heard by the competent Court in
accordance with the law. We reserve the right to put the matter before the
Court that has competence on the grounds of the common law.
Joosten
B & L Environmental Ltd
June Barn
June Lane Midhurst
West Sussex GU29 9EL
United Kingdom
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