GENERAL DELIVERY AND PAYMENT TERMS AND CONDITIONS OF KONIJNENBURG B.V.
Filed at the Registry of the District Court in Amsterdam on 15-06-2012, no. 12-55
These general terms and conditions of sale apply to all agreements between KONIJNENBURG and its customers, as well as to all offers, resp. orders issued by the buyer to the exclusion of any general terms and conditions of the customer, of whatever nature. Agreements are expressly also understood to mean the agreement concluded at a distance between the buyer and KONIJNENBURG. Deviations from the applicability of these general terms and conditions and from these general terms and conditions themselves are binding on KONIJNENBURG only after they have been confirmed in writing to the buyer. At the time of the conclusion of an agreement, the buyer is deemed to agree to the exclusive applicability of these general terms and conditions; the same applies to further orders given by the buyer, whether orally, by telephone, by e-mail, by fax or in any other way, so that a written confirmation by KONIJNENBURG is not yet necessary. – 2. Quotations
- All its offers, both oral and written, are without obligation and based on the information provided by its customers with the application.
- All price lists, brochures and other information provided with a quotation are stated as accurately as possible. These are only binding for KONIJNENBURG if expressly confirmed in writing. KONIJNENBURG is not obliged to provide detailed information unless otherwise agreed in writing.
- All brochures, photos, price lists and all technical data supplied with the quotations in the form of drawings, designs, models, samples, etc., as well as all other written documents remain the express intellectual property of KONIJNENBURG. Without prior written consent, the buyer is expressly prohibited from copying and/or allowing third parties to use and/or resell such information. The use of this information must be limited to personal use in the context of the offer and any assignment.
- The prices offered apply only to the quantities offered.
- If no prior written acceptance of an order has taken place, for example in the event of a sale from warehouse stock, the purchase agreement is concluded because KONIJNENBURG fully or partially complies with a request for delivery from the buyer, or because KONIJNENBURG has requested delivery from a buyer. sends an invoice.
- KONIJNENBURG is not liable for errors and deviations from images, drawings and indications of dimensions and weights, as well as all other specifications appearing in price lists or advertising material and with offers or/and order confirmations. – 3. The Agreement
- An agreement is not concluded until KONIJNENBURG has expressly accepted or confirmed the order or any change to the order in writing.
- Any additions and/or changes made at a later date, as well as (verbal) promises by KONIJNENBURG or its representatives, agents or other intermediaries, are only binding if KONIJNENBURG has confirmed them in writing by a person authorised to do so.
- For deliveries or activities for which, due to their nature and scope, no quotation or order confirmation is sent, the invoice is also regarded as an order confirmation, which is also deemed to represent the agreement correctly and completely.
- Each agreement is entered into under the suspensive condition that the buyer proves to be sufficiently creditworthy for the financial fulfillment of the agreement.
- KONIJNENBURG is entitled upon or after entering into the agreement, before performing (further) performance, to demand security from the buyer that both payment and other obligations will be met.
- KONIJNENBURG is authorised to engage third parties for the correct execution of the agreement. If possible, KONIJNENBURG will consult with the customer about this.
- If the buyer wishes to change or cancel the concluded agreement, he is obliged to compensate KONIJNENBURG for all damage, including lost profit and all costs arising from the change or cancellation. – 4. Force majeure
- Force majeure in this context means; Any circumstance independent of the will of the parties, or unforeseeable circumstance as a result of which fulfillment of the agreement can no longer reasonably be demanded of KONIJNENBURG by the buyer. “Force majeure” is in any case understood to include: strike, excessive absenteeism or absenteeism of staff, transport difficulties, insufficient supply of raw materials/parts, fire, government measures, including import and export bans, quotas, business disruptions at the supplier or supplier(s). s), as well as default on the part of the supplier(s) as a result of which KONIJNENBURG can no longer fulfill its obligations towards the buyer.
- If in KONIJNENBURG’s opinion the force majeure will be of a temporary nature, KONIJNENBURG has the right to suspend the execution of the agreement until the circumstance that causes the force majeure no longer arises.
- If, in KONIJNENBURG’s opinion, the force majeure situation is of a permanent nature, the parties can make an arrangement regarding the dissolution of the agreement and the associated consequences. KONIJNENBURG is not obliged to pay any compensation, of whatever nature.
- KONIJNENBURG is entitled to claim payment for the performances performed in the execution of the agreement in question, before the force majeure circumstance has become apparent. – 5. Prices
- Unless a binding offer period applies, every quotation is without obligation.
- Unless otherwise stated, the prices are:
– based on the level of purchase prices, wages, wage costs, social and government charges, freight, insurance premiums and other costs applicable during the quotation or order date;
– based on delivery ex factory/warehouse or another destination specified by the buyer, unless otherwise agreed in writing and without prejudice to the provisions of art. 6.2 determined;
– exclusive of VAT and other rights;
– stated in EUROS.
- Unless otherwise agreed, a minimum order value of EURO 50 (fifty) net applies.
- In the event of an increase in one or more of the cost price factors and in particular a change in the exchange rate of the EURO against the foreign currency applicable to the agreement, KONIJNENBURG is entitled to adjust the order price accordingly.
- Transport costs and transport risk
- The manner of transport, shipment, packaging, etc. will be determined by KONIJNENBURG as a good merchant if no further instructions have been provided by the buyer to KONIJNENBURG. Any specific wishes of the buyer with regard to packaging and/or transport, which also includes relocation within the company premises, will only be carried out if the buyer reimburses the costs thereof.
- In principle, the transport of goods takes place at the buyer’s risk.
- For orders with an invoice value lower than EURO 350 excl. VAT, KONIJNENBURG is entitled to charge freight and handling costs, unless otherwise agreed. – 7. Delivery and delivery time
- Unless otherwise agreed, delivery is ex works/
- The agreed delivery time or term for delivery commences on the day that KONIJNENBURG has all the necessary information and documents at its disposal. As the time of delivery, without prejudice to the provisions of art. 16 applies when the goods are unloaded/unloaded (the actual transfer). The selected Incoterms (latest edition) apply to all deliveries.
- The buyer is obliged to inspect the delivered goods or the packaging at the latest within one working day after delivery for any shortcomings (shortages) or damage, or to carry out this inspection within ten days of its notification that the goods are at the disposal of the buyer. The buyer must report any shortcomings and/or damage found on delivery to KONIJNENBURG at the latest within one working day after delivery, failing which KONIJNEN-BURG is entitled not to process complaints in this regard.
- KONIJNENBURG is entitled to deliver in parts (part deliveries) which can be invoiced separately. The buyer is then obliged to pay in accordance with the provisions of Article 14 of these terms and conditions, unless otherwise agreed in writing.
- If the goods are not accepted within ten days after notification of delivery or in the case of on-demand contracts the agreed on-demand period has not been observed by the buyer, KONIJNENBURG is entitled to invoice the goods in question, while from that moment on they are fully at the expense and risk are stored by the buyer.
- Agreed delivery times are always approximate. If the agreed time of delivery has been exceeded, the buyer is authorised to set a reasonable further term for delivery by registered letter KONIJNENBURG.
- Such exceeding does not entitle the buyer to cancel the order or to refuse receipt or payment of the goods, nor does this oblige KONIJNENBURG to pay any compensation to the buyer, or to deliver from stock, if purchased on delivery from the factory. For specially ordered products with a long delivery time, specific application or required inspections, a term applies, which must be in proportion to the complexity and delivery time of the product. – 8. Warranty, Service and Complaints
- KONIJNENBURG guarantees delivered new products during the period of three months after delivery or shipment, ie that it will repair free of charge all parts that may have any defect during that period due to faulty construction, or will replace them with others (this choice of KONIJNENBURG), provided that such a defect is notified to him in writing immediately after discovery and in any case within the time limits set in Article 8 and, insofar as KONIJNENBURG so wishes, the part concerned is immediately sent freight-free.
- The warranty stated above with regard to repair or the free delivery of a new part does not include any statutory levies on the free part to be provided, as well as import duties and sales tax; these are for the account of the buyer.
- Defects in the delivered goods can only be repaired or replaced by a new delivery at the discretion of KONIJNENBURG if the defects, in the opinion of KONIJNENBURG or that of the manufacturer, are due to construction errors, the materials used or the execution as a result of which these defects for the buyer. are unusable with regard to the relevant destination of the goods. Wear parts, such as, for example, running surfaces of wheels and bearings are not covered by this warranty
- If the buyer has not complained in writing to KONIJNENBURG within seven working days after delivery or completion of the goods, he is deemed to have accepted the goods. If the buyer makes a complaint, he must leave the goods in an unaltered state until KONIJNENBURG has been able to investigate the complaints.
- Return shipments are only accepted by KONIJNENBURG if:
a) KONIJNENBURG has given its prior written agreement;
b) this is carriage paid KONIJNENBURG, unless otherwise agreed;
c) this concerns stock or standard materials and
d) the delivery has not taken place more than six weeks ago, unless otherwise agreed. 6. If KONIJNENBURG has to carry out repairs or research outside its own company, KONIJNENBURG is entitled to charge the buyer for travel and accommodation costs, as well as any transport costs and the costs of the test equipment to be used. In principle, inspection and repair takes place within our company, during normal working hours. If it appears that the goods offered for inspection or repair do not show any defects, all costs incurred will be borne by the customer, with a minimum amount to be charged of EUR 60 net.
- All claims for repair or replacement lapse if the buyer himself makes changes or repairs to the delivered goods or has them carried out or does not use the delivered goods accurately in accordance with any instructions supplied or if they treat it injudiciously, use it or use it for purposes other than the original purpose given to it.
- Failure by the buyer to fulfill one of its obligations releases KONIJNENBURG from its obligations under this article.
- KONIJNENBURG is not obliged to pay any compensation, apart from the obligation under the first paragraph of this article. Nor is KONIJNENBURG liable for damage or injury caused to objects or persons during the work at the buyer on the basis of the obligations under this article. – 9. Product and Quantity Tolerances
- KONIJNENBURG is allowed a tolerance of up to 10 (ten) % upwards or downwards with regard to products for which material or plate thickness is specified.
- KONIJNENBURG is allowed a tolerance of up to 10 (ten) % upwards or downwards with regard to under- or over-delivery of injection-moulding, casting or turning work.
- For the permissible deviations with regard to dimensions or hardnesses, reference is made to internationally established standards for the articles concerned, insofar as not expressly deviated from in writing at the time of the offer and insofar as a special specification has not been agreed in writing.
- Any parts to be made available to KONIJNENBURG by the buyer or on his behalf, which must be applied to, in or to the product to be manufactured by KONIJNENBURG, must be supplied to KONIJNENBURG in the required quantity with a surcharge of ten% (if no other percentage has been agreed) to be delivered on time, free of charge and carriage paid KONIJNENBURG. KONIJNENBURG accepts no liability whatsoever for the parts or other goods thus made available to KONIJNENBURG, nor for their quality and for their proper applicability, and may assume without any investigation that these parts will be manufactured in, on or on product are applicable.
- Technical data
- Images, drawings, samples and information about dimensions, weights, load-carrying capacities, chemical resistance and other technical specifications provided by KONIJNENBURG are mainly derived from statements of manufacturers and suppliers represented by us. This information is only binding if explicitly indicated as such by KONIJNENBURG.
- Declared load capacities of wheels apply under static load and are not related to the rolling resistance.
- KONIJNENBURG reserves the right to deliver the goods in a modified construction, provided that the intended use of the goods is not affected by this.
- Deviations from the information provided, or changed constructions as referred to in this article, do not entitle to complaints or dissolution of the agreement. – 11. Third Party Intellectual Property Rights
- In the event of the manufacture of articles based on drawings, samples, models or other indications in the broadest sense of the word, received by KONIJNENBURG from its client, or through him from third parties, her client assumes the full guarantee that the manufacture and /or delivery of those articles does not affect any patent, trademark rights, trade models or any other right of third parties and indemnifies KONIJNENBURG against all possible claims against KONIJNENBURG.
- If a third party objects to the manufacture and/or delivery on the basis of any alleged right, KONIJNENBURG is entitled without further ado and solely on the basis thereof to immediately discontinue the manufacture and/or delivery and to demand compensation for costs incurred, without prejudice to its claims for any further compensation against its client without KONIJNENBURG itself being obliged to pay any compensation to it. KONIJNENBURG is obliged to immediately inform the client of the objections received by KONIJNENBURG from third parties against the manufacture and/or delivery of the article concerned.
- Subject to mandatory law provisions, KONIJNENBURG is not obliged to pay any compensation for damage of any kind, direct or indirect, including trading loss, to movable or immovable property, or to persons, both at the other party and at third parties. The other party is obliged to indemnify and indemnify KONIJNENBURG against all costs, damage and interests that may arise for KONIJNENBURG as a direct result of claims of third parties against KONIJNENBURG in respect of incidents, acts or omissions, for which KONIJNENBURG is liable to the other party pursuant to these terms and conditions. is not liable. With due observance of the provisions elsewhere in this article, KONIJNENBURG is in any case not liable for damage caused by injudicious use of the delivered goods or by the use thereof for a purpose other than that for which it is suitable according to objective standards. KONIJNENBURG is also not liable for damage caused by a defect in its product if: a. KONIJNENBURG has not put the product into circulation;
b. it is plausible, in view of the circumstances, that the defect that caused the damage did not exist at the time when KONIJNENBURG put the product into circulation, or that this defect arose later;
c. the product has not been manufactured for KONIJNENBURG for sale or for any other form of distribution with an economic purpose, nor has it been manufactured or distributed in the course of its business;
d. the defect is due to the fact that the product complies with mandatory government regulations;
e. on the basis of the state of scientific and technical knowledge at the time when KONIJNENBURG put the product into circulation, it was impossible to detect the existence of the defect;
f. in the case of the manufacturer of a part, the defect is due to the design of the product of which the part forms a part, or to the instructions provided by the manufacturer of the product 2. KONIJNENBURG’s liability is (partly) limited by the maximum amount of its product, loss of profits and transport insurance. Subject to the provisions elsewhere in this article, damage caused by KONIJNENBURG to the other party (trade loss) is at all times limited to the net invoice value of the delivered goods. A written rejection by the relevant insurer of the claimed damage constitutes full proof.
- Compliance with the applicable guarantee/complaint obligations and/or payment of the established damage by KONIJNENBURG and/or its insurer(s) is regarded as sole and full compensation. For the rest, the other party indemnifies KONIJNENBURG expressly and completely.
- KONIJNENBURG accepts no liability whatsoever for damage that may arise due to infringement of patents, licenses and/or other intellectual property rights of third parties as a result of the use of data provided by or on behalf of the buyer, such as drawings, models and the like in the broadest sense. . If KONIJNENBURG refers in the written agreement concluded with the client or in its order confirmation to technical, safety, quality and/or other regulations relating to products, the client is deemed to be aware of these, unless KONIJNENBURG informs KONIJNENBURG in writing without delay of the informs the contrary. KONIJNENBURG will then inform him further about these regulations. The Client undertakes to inform its customers in writing of the above regulations at all times.
- If KONIJNENBURG assists with the assembly and/or making it ready for operation, without this being stated in the order, this will take place at the request and at the expense and risk of the client.
- By merely taking receipt of the delivered goods by or on behalf of the other party, KONIJNENBURG is indemnified against all possible claims by the other party and/or third parties for payment of compensation, regardless of the cause of the damage, subject to compliance with the warranty obligation.
- With regard to advice provided, KONIJNENBURG is only liable for normally avoidable and/or foreseeable shortcomings therein, but at most up to an amount of the stipulated advice fee.
- If KONIJNENBURG has to purchase the goods elsewhere, any (contract) provisions applicable to that transaction will also apply to the other party, if and insofar as KONIJNENBURG can invoke them.
- Except in the event that there is intent or gross negligence on the part of KONIJNENBURG itself and subject to its warranty obligations, KONIJNENBURG is never liable for any damage suffered by the client, including consequential damage, immaterial damage, trading loss or environmental damage, or damage resulting from of liability to third parties. – 13. Payment
- Unless otherwise agreed, payment must be made net without any discount or set-off, by means of deposit or transfer into a bank and giro account designated by KONIJNENBURG within 30 days of the invoice date. The value date stated on its bank/giro statements is decisive and is therefore regarded as the payment date.
- If the customer does not pay on time, he will owe at least EURO 40 (forty) extrajudicial collection costs without further notice of default. In addition, KONIJNENBURG is free to charge an interest equal to half a percent above the statutory commercial interest per month or per part of the month, which is considered a whole month, on the invoice amount, calculated from thirty days after the invoice date, as well as additional collection registration costs. from Euro 30,- (thirty)
- Each payment made by the buyer primarily serves to settle the interest owed by him as well as the collection costs and/or administration costs incurred by KONIJNENBURG and will then be deducted from the oldest outstanding claim.
- Retention of Title
- All goods delivered by KONIJNENBURG, even if these have been assembled by KONIJNENBURG in accordance with the agreement at the location of the buyer or his client, remain its property until full payment of all that the buyer KONIJNENBURG, from these or from any other related agreement is due, including interest and costs.
- In the event of processing or mixing of the delivered goods by or at the buyer, KONIJNENBURG acquires the co-ownership right in the newly created goods and/or with the delivered composite goods, for the value of the delivered, original goods.
- The buyer is obliged to keep the delivered goods clearly separated from other goods as long as they are not in use as long as the ownership has not been transferred.
- Right of Retention
- KONIJNENBURG has the right of retention on all goods which are held by or on behalf of the buyer under KONIJNENBURG, regardless of the cause, as long as the buyer has not fulfilled all his obligations towards KONIJNENBURG.
- KONIJNENBURG is obliged to manage these goods in accordance with good commercial practice without the buyer being able to assert any right to compensation in the event of destruction, partial loss and/or damage through no fault of its own. The risk of the goods thus remains with the customer. – 17. Buyer’s Default
In cases where the buyer:
a. is declared bankrupt, assigns an estate, applies for a suspension of payments, or if all or part of his assets are attached;
b. dies or is placed under guardianship;
c. does not comply with any obligation incumbent on him by virtue of the law or of these conditions;
d. fails to pay an invoice amount or part thereof within the specified period;
e. discontinues or transfers his business or a significant part thereof, including the contribution of his business to a company to be established or already existing, or changes the objective of his business; KONIJNENBURG has the right, by the mere occurrence of one of the above-mentioned circumstances, to dissolve the agreement without any legal intervention being required and any amount owed by the buyer on the basis of work and/or deliveries performed by KONIJNENBURG immediately without any warning or notice of default being required. is necessary, to be claimed in its entirety, without prejudice to the rights to compensation for costs, damage and interest.
- If the buyer is obliged by law, after it has become apparent that he is unable to pay, to immediately notify government bodies or business associations thereof, the buyer will also be obliged to notify KONIJNENBURG in writing at the same time. to do.
- In the event of, inter alia, non-payment of a due amount, suspension of payment, application for a moratorium, bankruptcy, receivership, death, liquidation of the customer’s business, KONIJNENBURG will be entitled to to reclaim as property the delivered, but not paid or not paid in full, with settlement of any already paid, but without prejudice to all rights to demand compensation for any loss or damage.
- The buyer must at all times enable KONIJNENBURG to immediately take back unpaid or rented goods, wherever they may be.
- The goods may be resold or used by the buyer in the normal course of his business, but may not be encumbered in any way. In the event that the goods not yet paid for are re-delivered, the buyer is obliged to retain ownership and to transfer all claims up to the amount due to KONIJNENBURG in undisclosed pledge at its first request. – 18. Disputes and Applicable Law
- All its offers, agreements and the execution thereof are governed by Dutch law, with the exclusion of the law of December 15, 1971 implementing the treaty concluded in The Hague on July 1, 1964, containing a uniform law on the international sale of goods. movable property, TRB 1964 no.117 and 1968 no.13 (Official Gazette 1971, S780 and S781) as well as the Vienna Sales Convention, dated 11 April 1980.
- All disputes, including those that are only regarded as such by one party, arising from or in connection with the agreement to which these terms and conditions apply, or the relevant terms and conditions themselves and its interpretation or implementation of both factual and legal nature will be settled by the court in Amsterdam to the extent permitted by law.
- In the event of a dispute, the information contained in KONIJNENBURG’s records shall be decisive, subject to proof to the contrary.
These General Terms and Conditions have been filed with the Registry of the District Court in Amsterdam. dated 15-06-2012.
A copy of the English version of the General Sales Conditions (General Sales Conditions of KONIJNENBURG BV) is available for inspection at the registry of the District Court in Amsterdam, the Netherlands. These General Terms and Conditions can also be downloaded from the KONIJNENBURG website (www.Konijnenburg.nl).