Terms and conditionsVan Assendelft Importgroothandel B.V.
5126 RK Gilze
Hereinafter referred to as: Van Assendelft B.V.
Dutch law applies to these terms & conditions. This Agreement is drafted in both Dutch and English. In case of discrepancies or contradictions between the Dutch and the English version, the Dutch version shall prevail.
Article 1. Applicability of these terms and conditions
These terms and conditions apply to all offers by Van Assendelft B.V., agreements to deliver and/or manufacture goods and/or render services, as well as to deliveries and completions, unless otherwise agreed in writing with Van Assendelft B.V. Referrals by clients to their own terms and conditions will not be accepted by Van Assendelft B.V.
Article 2. Quotations
A. All offers, regardless of whether they have been given by special offer, official list, catalogues or stock lists or in any other way, are - unless explicitly agreed otherwise - totally free of obligation. Information in quotations, printed matter or otherwise, concerning quality, size, weight or volume, will only be given as an indication. Van Assendelft B.V. is under no circumstance liable for any deviations and/or errors that occur in this information.
B. All agreements, also in case and as far as they have been agreed to by an intermediary, employed by Van Assendelft B.V. or otherwise, will not be recognised by Van Assendelft B.V. until these have been confirmed in writing or verbally by Van Assendelft B.V. or a hereto explicitly authorised representative, or have been performed without prior order confirmation.
C. The order confirmation will be considered correct and in order, unless within eight days of dispatch by Van Assendelft B.V., objections in writing have been received.
D. In case client requests specifically for a quotation, yet the order the quotation relates to fails to materialise, the costs - as far as is customary - Van Assendelft B.V. has had to make in order to make its quotation will be charged.
Article 3. Changes to the agreement
A. In case changes to execution of the order are required after the order has been given, Van Assendelft B.V. should be notified in time and in writing. Should aforementioned changes be given verbally or by phone, the execution of all this is at the risk of client.
B. Van Assendelft B.V. reserves the right to make changes to the price, based on the changes to the order.
C. Changes to an already given order may lead to exceeding the agreed delivery time by Van Assendelft B.V., agreed to before the changes were made. Van Assendelft B.V. is not liable for such delays.
Article 4. Execution of the agreement
A. Van Assendelft B.V. determines the way the order should be executed in its opinion. If requested, it has an obligation to inform the client beforehand of the way the execution will take place, unless this is in conflict with the nature of the order.
B. Van Assendelft B.V. is entitled, without consent of the client, to contract out the order or parts of the order or have them executed by third parties not employed by Van Assendelft B.V., should this in its opinion be conducive to a good or efficient execution of the order
Article 5. Obligations of client to provide information and co-operate
The client ensures that all information Van Assendelft B.V. may in fairness need for the in its opinion adequate execution of the given order in the required form will be given to Van Assendelft B.V. Client also provides all other necessary co-operation in the execution of the order.
Article 6. Confidential information
Subject to statutory obligation to publication of certain information, parties are obliged to keep confidential all information received from the other party and all results of confidential nature obtained from the execution of this information. Parties will in fairness take all necessary precautions to this effect.
Article 8. Delivery
A. All prices of Van Assendelft B.V. are exclusive of turnover tax, exclusive of chargeable packing, and without deductions or discounts, unless otherwise agreed. As far as not explicitly mentioned otherwise, prices do not include possible costs of assembly, testing and commencement of operation.
B. The invoice amount of orders not exceeding a net amount of € 100, VAT excluded, will be surcharged € 15.
C. Unless agreed otherwise, packing that has been separately charged for will not be taken back. In case it has been agreed that the packing will be taken back, Van Assendelft B.V. should receive the packing within 30 days of date of invoice and in good order. The amount charged for packing will then be credited.
D. Quotations are made only on the basis of prices current at the moment the agreement is concluded.
E. In case prices of materials, raw materials or semimanufactured products, wages, premiums of any kind, freight, taxes, exchange rates and/or other factors that contribute to determining the prices of goods or services, undergo changes, Van Assendelft B.V. has the right to pass on these changes to the client accordingly.
F. In case this price increase takes place within three months after concluding the agreement, client will have the right, subject to notification of Van Assendelft B.V. in writing within three days after reading about the price increase, to withdraw the given order and to confine itself to pay for services already performed, on the basis of the prices current before the price increase.
Artikel 8. Levering
A. Delivery times (and duration of repair and assembly) are free of obligation and will be given as an indication only. Exceeding the delivery time will never, not even after a notice of default, lead to the right to claim for compensation, unless client has explicitly stipulated in writing that there's a deadline, or that such is clear from the agreement.
B. The delivery time or duration of repair or assembly will take effect from the moment Van Assendelft B.V. has received the information, documents, licences necessary for the execution of the order, and all necessary formalities have been complied with. In case payment in instalments has been agreed to, and the first instalment falls due at the time of order, the delivery time does not take effect until Van Assendelft B.V. has received the first instalment.
C. From the moment of separation of goods for the client, this so happens and is for expense and risk of client. Unless agreed otherwise, Van Assendelft B.V. will determine the mode of transport. At request and expense of the client, Van Assendelft B.V. can take out insurance per consignment against damage and loss.
D. Transport costs are at the expense of the client, except for delivery in the Netherlands of consignments over net €500, VAT excluded, in which cases delivery will take place free domicile, unless explicitly agreed otherwise.
E. Orders can be delivered and invoiced in consignments.
F. When goods sold or services offered by Van Assendelft B.V. are not accepted by client, after having been offered to client, they will be at client's disposal for three weeks. During this period, the goods will be stored at his expense and risk. After aforementioned period, Van Assendelft B.V. - at the discretion of Van Assendelft B.V. - is entitled to either demand the performance of the agreement, or to dissolve this agreement without judicial intervention, without prejudice to the entitlement of Van Assendelft B.V. to compensation against the buyer or client.
Article 9. Security
A. Van Assendelft B.V. is always entitled, before commencing the proceedings, or continuing these and before delivery or continuing delivering, at the discretion of Van Assendelft B.V., to demand sufficient security for client's fulfilment of payment obligations.
B. In case the demanded security is not or not sufficiently proven, or the legal form of the client has changed, Van Assendelft B.V. will be entitled to dissolve the agreement wholly or partially without judicial intervention and to take back what had already been delivered and not yet processed, without prejudice to the rights then belonging to Van Assendelft B.V. to payment of what is due at the termination of the agreement because of costs incurred due to performed activities and deliveries. The adequacy of the security is at the discretion of Van Assendelft B.V..
Artikel 10. Payment
A. Unless otherwise agreed in writing, payments will be made in cash to Van Assendelft B.V., through transferring onto a bank or giro bank account designated by Van Assendelft B.V. at the time of delivery of the goods or immediately after performing the services without deduction or setoff. In some cases whole or part prepayment can be demanded.
B. In case of purchase on account, which can only take place after prior written consent by the Board, payment must be received by Van Assendelft B.V. within 30 days after date of invoice.
Article 11. Breach of contract by client
A. In case the client has not, not in time, not properly or only partially complied with his payment obligations or any condition of the agreement, client's goods are attached, client applies for suspension of payments, or bankruptcy proceedings have been instituted against client, client will by law be considered to be in default, and the total amount owed to Van Assendelft B.V. will be claimable forthwith without warning or notice of default, irrespective of instalment agreements made before with regard to the payment.
B. The amount mentioned under A will be increased with 2% default interest per month, counted from the date of invoice (part of a month will count as a whole month) on the gross invoice amount, until the time of complete payment.
C. In cases mentioned under A, Van Assendelft B.V. is also entitled tot suspend the execution of current agreements and/or wholly or partially dissolve each agreement with the client, at the discretion of Van Assendelft B.V., without judicial intervention, and such without any liability of the part Van Assendelft B.V. to any compensation for the client, all this as far as is justified due to the breach of contract or the circumstances.
D. When Van Assendelft B.V. is forced to pass on an outstanding invoice for collection to a third party (lawyer, bailiff, debt-collecting agency, etc.) Van Assendelft B.V. is entitled to charge debtor a fee for expenses incurred by Van Assendelft B.V. - of at least 15% of the gross value of the invoice (with a minimum of € 250), which will be increased with € 30 administrative costs.
Article 12. Right of retention
Van Assendelft B.V. is entitled to keep possession of goods Van Assendelft B.V. has possession of from and for the client, until all costs Van Assendelft B.V. has incurred regarding the execution of orders from aforementioned client are paid, irrespective of whether these orders regard aforementioned or other goods from the client, unless the client has furnished adequate security for these costs.
Article 13. Retention of title
A. In case goods have been delivered before the relevant invoice - also in case this has been increased with expenses and/or damages - has been paid, Van Assendelft B.V. retains title to these goods until the moment of full payment. As long as full payment of the goods has not taken place, the client is not entitled to dispose of them or charge them, rent them out, pledge them or under any name make them available to third parties, or permanently attach them to property not owned by Van Assendelft B.V.
B. In the event of a breach client of the preceding sub clause will owe Van Assendelft B.V. an immediately payable penalty of 1,5 times the net value of the invoice, without prejudice to Van Assendelft B.V.'s entitlement to additional compensation.
C. In the event of a contract for purchase and sale with a client, this client is either obliged to insure the delivered goods appropriately and at own expense against fire and forcible entry, theft, embezzlement, claims of third parties and excesses until the moment of full payment, or liable towards Van Assendelft B.V. for the full damage to these goods arising for Van Assendelft B.V. from aforementioned occurrences.
Article 14. Copyright, industrial property law and reproduction rights
A. Unless explicitly agreed otherwise in writing, the designs, illustrations, descriptions, drawings, models, budgets, programmes and calculations, etc. provided by Van Assendelft B.V. remain the property of Van Assendelft B.V.
B. All the established rights (copyrights, model law etc.) regarding designs, illustrations, descriptions, drawings, models, programmes etc. are reserved and must be respected.
Article 15. Force majeure
A. Van Assendelft B.V. is not liable for not, not properly or not in time executing orders granted to Van Assendelft B.V., in case this is a result of force majeure in the broadest sense of the word. Force majeure includes: serious disruptions in the production process and otherwise, war - in and outside of the Netherlands - , mobilisation, revolt, epidemics, natural disasters, fire and water damage and other calamities, transport difficulties, strike, lockout, government measures, difficulties regarding import and export.
B. In case of a permanent situation of force majeure, Van Assendelft B.V. will notify the client without delay. Upon receipt of this notification the client will within eight days be entitled to dissolve the agreement in writing, though under the obligation to buy from Van Assendelft B.V. the executed part of the order, and to pay for that.
C. In case the force majeure is of a temporary nature, Van Assendelft B.V. is entitled to suspend the agreement as long as the circumstance, which leads to the force majeure, does no longer occur. In case the force majeure may be of a temporary nature, but is expected to last longer than four weeks, the provisions in sub clause B apply.
Article 16. Liability
A. Subject to stipulations of mandatory law regarding (product) liability, as well as compliance with the legal rules of public order and good faith, Van Assendelft B.V. is not obliged to pay the client any compensation for damage of any nature, direct or indirect, including loss of profits, to moveable or immovable property, or to persons.
B. The liability of Van Assendelft B.V. will in any case be limited to the amount for which Van Assendelft B.V. is insured, or, in case no insurance was taken out, to the amount for which an entrepreneur with a business like that of Van Assendelft B.V. would normally take out insurance.
C. Van Assendelft B.V. is at any time entitled to remedy the damage to client, if and as far as possible.
Article 17. Complaints
A. A client who is not satisfied with the goods delivered by Van Assendelft B.V. or with activities performed by Van Assendelft B.V. for which no special warrantee applies, may within eight days of receipt of these goods or completion of these activities submit a complaint in writing. In case of defects not outwardly perceptible, the complaint should be filed with Van Assendelft B.V. within 14 days, or at least within the period of the warranty after this defect has manifested itself.
B. In case it has been agreed that the client will inspect the goods or have them inspected in the company of contractor and client has not made use of this right within eight days after having been notified of being provided with the opportunity to do so, complaints from client will not be handled by Van Assendelft B.V., with the exception of the provisions in the previous sub clause regarding defects not outwardly perceptible.
C. If the complaint appears to be valid, Van Assendelft B.V. will then take care, at its discretion, of replacement or repair of the goods or activities performed, or of reimbursement of paid amounts minus expenses incurred.
D. Complaints regarding the invoice should be filed in writing within 14 days of receipt.
E. The provisions under A do not apply in case it is only a matter of a minor deviation from what has been agreed to. In assessing whether a delivery deviates beyond permissible limits, an average of the delivery should be taken; rejection will not take place for single items or units.
Article 18. Warranty
A. Arising from its warranty, Van Assendelft B.V. is only liable for defects, of which the client proves that they manifested themselves within the period of warranty, solely or predominantly as direct effect of the faultiness of material, manufacture or execution.
B. Arising from this warranty, Van Assendelft B.V. is only obliged to replace or repair at its own discretion what is faulty. Replacement will be limited to the free and postage paid consignment of a new item. Repair will take place at the discretion of Van Assendelft B.V. or free of charge in its work place or onsite at the client's, in which case the client is obliged to compensate travelling hours as well as travel and accommodation expenses and to render the assistance described in article 5B.
C. Notwithstanding the replacement or repair the original period of warranty will be maintained for the replaced or repaired goods.
D. In case the client does not, not adequately or not in time comply with any condition that arises for client from the concluded agreement with Van Assendelft B.V., Van Assendelft B.V., as regards this agreement, is not bound to any warranty.
E. The warranty becomes void in case client carries out work or has work carried out on what is delivered or uses or lets use what is delivered improperly and/or inefficiently or contrary to the instructions provided by Van Assendelft B.V.
Article 19. Prescription
All legal claims from client arising from an agreement bound to these conditions become prescribed, subject to the provisions in article 6:191 Netherlands Civil Code, by the lapse of one year from the day the activities were completed or should have been completed.
Article 20. Disputes
A. Regarding disputes that arise relating to or in connection with the agreements concluded by Van Assendelft B.V., only the competent court in the place of domicile of Van Assendelft B.V. - except when the subdistrict court is competent - will have exclusive jurisdiction, unless they are disputes that do not relate to the business or profession of the client.
B. Dutch law will solely and exclusively apply.