General terms

Article 2 Binding force and scope.

1. Parties are bound by these general terms and conditions by means of the handing over of these terms and conditions to the other party before or during the concluding of the agreement; in the event of an order placed by telephone, fax, or email: by means of written notification from the user of the other party being bound to these terms and conditions, whereby it is made apparent that these terms and conditions are available at the location of the user for perusal and that these terms and conditions will be forwarded to the other party on first request from the other party at the expense of the user.
2. These terms and conditions apply to all offers, deliveries and goods and services executed by the user.
3. Derogations from these terms and conditions on the part of the user for the benefit of the other party do not result in any replacement of these terms and conditions on the part of the user, or in any waiver from these terms and conditions.
4. Agreements and/or further arrangements with the user or its personnel will only be binding after confirmation in writing from the user.
5. In the event of conflict between these general terms and conditions and those of the other party these terms and conditions will apply with the exclusion of the terms and conditions of the other party.

Article 3 Price.

1. The price offered or charged by the user is based on carriage paid delivery to the destination location in the Netherlands, including goods in transit insurance, including turnover tax and excluding costs that, pursuant to the agreement between parties, are at the expense of the other party, unless stated otherwise in the offer.
2. In the event of price and costs increases that take place over one month after the conclusion of the agreement the user will have the right to charge the price increase to the other party. Price and cost increases include each increase of cost- determining factors of the goods and services/delivery to be executed by the user. The right of termination will accrue to the other party if the price increase amounts to more than 10% of the invoice amount.

Article 4 Payment reservation and retention of title.

1. Payment must take place no later than within 8 days after the invoice date by means of transfer to the bank or giro account of the user, unless expressly agreed otherwise in writing. The obligations of the other party are nevertheless immediately due and payable in the event of liquidation, insolvency or moratorium of the other party.
2. Reliance by the other party on setoff against any reduction whatsoever is never permitted. The other party expressly waives this.
3. As long as the other party has not executed payment in full to the user related to the amounts owed under the agreement, all goods delivered and still to be delivered pursuant to this agreement, either processed or unprocessed, remain the property of the user.
4. The user retains the right to pledge claims against the other party.
5. Payments will first be debited from the interest and costs owed, and subsequently from the invoices that have been outstanding the longest.

Article 5 Delivery

1. Delivery within the Netherlands takes place, unless expressly agreed otherwise in writing, free domicile to the other party, provided that this is accessible via a hardened road surface.
2. The manner of transport will take place at the discretion of the user.
3. The user will, upon the request in writing from the other party, take out insurance of the goods during the period of transport, which costs will be charged to the other party.
4. The delivery period is taken to mean the period stated in the agreement, within which period the user will strive to deliver the goods and execute the services. The delivery period does not commence until all data necessary for carrying out the performance are in the possession of the user.
5. The statement of the delivery period expressly does not constitute any final deadline, unless agreed otherwise. In the event of exceeding the period the other party must give the user notice of default. Any exceeding of a stated period therefore does not oblige the user to any compensation, and this does not give the other party the right to cancel the order.However, the user does undertake to adhere to the stated delivery period as far as is possible and to perform in any event within the period in accordance with standards of reasonableness and fairness.
6. In the event that the period, in accordance with standards of reasonableness and fairness, is exceeded the other party has the right - after the expiry of this period - to demand by registered letter that the user delivers with effect from three weeks.
7. In the event of exceeding the period referred to in the previous subclause of this article the other party has the right to cancelthe agreement and/or to claim compensation. The compensation for exceeding this period will never amount to more than 10% of the total invoice amount.

Article 6 Non-fulfilment and compensation.

1. The other party will be in default by operation of law without further notice of default if payment is not made in conformity with the period as referred to in article 4.
2. The damages due to delay, which arises as soon as the other party is in default, will be set at 15% per year of the invoice amount that has remained unpaid, or a proportional part thereof.
3. If the other party is in default the user can give the other party written notice that the obligation of fulfilment has converted into an obligation of payment of the alternative compensation, or as the case may be that the agreement is terminated, whereby claim is made to compensation of the loss due to termination.
4. Extrajudicial collection costs will be owed as soon as the other party is in default and is set at the collection rate for lawyers with a minimum of € 75.
5. In a situation of attributable failure, in which fulfilment remains impossible, as well as in a situation of default, the user will be entitled to claim a financial penalty of € 2,500, without prejudice to the right to compensation on the basis of the law.
6. The other party will owe to the user compensation of 15% of the invoice amount if the agreement between parties is terminated for reasons other than due to a shortcoming on the part of the other party. The above does not affect the rights of the user in the event of a shortcoming on the part of the other party.

Article 7 Guarantee.

1. The user does not provide any other or further guarantees than the guarantee that the user receives from the supplier/manufacturer of the user, or as the case may be in the event that the user is itself the producer of the delivery, the user guarantees the sound condition and quality of the goods delivered by the user, the materials used, etc.Replacement of goods only can be claimed if the other party demonstrates that the goods exhibit or have exhibited such a number of defects that these do not comply with the agreement and that these defects justify replacement or termination.
2. If and for as long as the other party does not properly, or not in a timely manner, fulfil any obligation ensuing to the other party from the agreement concluded with the user, or ensuing from an agreement related thereto, the user will not be obliged with regard to any of these agreements to fulfil any guarantee obligations accepted by the user.

Article 8 Disputes.

All disputes that might arise between parties, including cases in which only one of the parties deems a dispute to be present as such, will be adjudicated by the court with competent jurisdiction in Amsterdam, the Netherlands. Dutch law will apply to any dispute that is to be adjudicated.