General Terms & Conditions of BELNED B.V. and Alva Glas (trading under the name Belned) with its registered office in Raamsdonksveer, the Netherlands.
Article 1 Definitions
Seller: Belned B.V. and Alva Glas (trading under the name Belned), the user of the general terms & conditions.
Buyer: the Seller’s counterparty, the purchaser, the client.
Agreement: the agreement between the Seller and the Buyer.
Article 2 General
2.1 These general terms & conditions apply to every offer and agreement between the Seller and the Buyer to which the Seller has declared these terms & conditions applicable, insofar as the parties have not explicitly deviated from these terms & conditions in writing.
2.2 These general terms & conditions also apply to all agreements with the Seller, for the performance of which the Seller makes use of the services of third parties.
2.3 The applicability of the Buyer’s general terms & conditions is expressly excluded, unless the parties have agreed otherwise in writing. If both parties’ general terms & conditions are applicable, the Seller’s general terms & conditions shall prevail in the event of any conflict between the Seller’s and the Buyer’s general terms & conditions.
2.4 If any provision of these general terms & conditions is null and void or is nullified, the other provisions of these general terms & conditions will continue to apply in full. The Seller and the Buyer shall agree new provisions to replace the void or nullified provisions, taking into account the purpose and purport of the original provisions.
Article 3 Offers/Quotations/Prices
3.1 All offers, in whatever form, are without obligation, unless the offer mentions a term for acceptance.
3.2 The offers made by the Seller are without obligation, unless otherwise indicated. The Seller is only bound by the offers if acceptance thereof is confirmed in writing by the Buyer within 14 days and on condition that the materials listed in the offer are still present and/or available.
3.3 If a natural person concludes an agreement on behalf or at the expense of another natural person, he shall declare – by signing the contract – that he is authorised to do so. Said person is jointly and severally liable alongside the natural person for all obligations arising from the contract.
3.4 If acceptance deviates from the offer, the Seller will not be bound thereto it. In that case, the agreement will not be concluded in accordance with this deviating acceptance, unless the Seller indicates otherwise.
3.5 A composite quotation does not oblige the Seller to deliver part of the goods included in the offer at a corresponding part of the quoted price.
3.6 Offers do not automatically apply to future orders.
3.7 Delivery times in the Seller’s offer are indicative and do not entitle the Buyer to termination or compensation if exceeded, unless expressly agreed otherwise.
3.8 Agreements to which the Seller is a party will only be deemed to have been concluded after the Seller has accepted an order from the Buyer in writing and/or following the actual delivery ex warehouse of the goods sold by the Seller to the Buyer.
3.9 Prices quoted in the offers apply to delivery ex warehouse, in euro, including loading costs, excluding VAT, government levies, shipping, freight and administration costs, unless explicitly agreed otherwise.
3.10 Other prices may be applicable for different sizes and quantities.
3.11 The Seller may charge on price increases if, between the time of offer/acceptance and delivery, price changes of more than 10% have occurred with regard to, e,g,. exchange rates, wages, raw materials, semi-finished products or packaging material.
3.12 If the Seller concludes agreements with the Buyer more than once, the present general terms & conditions will apply to all subsequent agreements, regardless of whether or not they have been explicitly declared applicable.
Article 4 Delivery
4.1 Delivery will take place ex the Seller’s warehouse, unless the parties agree otherwise.
4.2 The Buyer shall take delivery of the goods at the time when the Seller delivers them or has them delivered to it, or at the time when they are made available to it in accordance with the agreement.
4.3 If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Seller will be entitled to store the goods at the Buyer’s risk and expense.
4.4 If the goods are delivered, the Seller will be entitled to charge the Buyer for any delivery costs incurred.
4.5 The delivery time will be determined in consultation between the Seller and the Buyer, taking into account the Seller’s route schedule. Delivery times are purely indicative. A specified delivery time is therefore never a deadline. If a term is exceeded, the Buyer shall issue the Seller written notice of default.
4.6 If the Seller requires information from the Buyer in the context of the performance of the agreement, the delivery period will commence after the Buyer has made this information available to the Seller.
4.7 The Seller is entitled to deliver the goods in consignments. The Seller is entitled to invoice partial deliveries separately.
Article 5 Investigation, complaints
5.1 The Buyer shall inspect the delivered goods (or have them inspected) at the time of delivery, but in any case within three days. The Buyer shall also examine whether the quality and quantity of the goods delivered correspond to that agreed upon.
5.2 If a model has been shown to the Buyer, it is assumed to have been shown only as an indication without the item having to comply therewith, unless it is explicitly agreed that the item will correspond thereto.
5.3 Any visible flaws shall be reported to the Seller in writing within seven working days of delivery.
5.4 If a complaint is made in time pursuant to the paragraph above, the Buyer shall remain obliged to take delivery of and pay for the goods purchased. If the Buyer wishes to return defective goods, this shall be done with the Seller’s prior written consent in the manner indicated by the Seller.
5.5 The Seller shall be given the opportunity to investigate the complaint by the Buyer.
5.6 If a complaint is well-founded, the Seller shall repair or replace the delivered goods, unless this has become demonstrably pointless for the Buyer in the meantime. The latter shall be made known by the Buyer in writing. However, the Seller shall in all cases only be liable within the limits of the provisions of the articles “Warranty” and “Liability”.
Article 6 Payment
6.1 Payment shall be made in euro, without suspension or setoff within 30 days of the invoice date, in a manner to be indicated by the Seller.
6.2 If the Buyer remains in default of payment within the term of 30 days, the Buyer shall be in default by operation of law. In that case, the Buyer shall owe interest of 1% per month or part thereof, unless the statutory interest rate or the statutory commercial interest rate is higher, in which case the highest interest rate shall apply. The interest on the amount due and payable shall be calculated from the moment that the Buyer is in default until the moment of settlement of the full amount.
6.3 In the event of liquidation, (petition for) bankruptcy, admission of the Buyer to the statutory debt rescheduling under the Natural Persons Debt rescheduling Act, attachment or (provisional) suspension of payment of the Buyer, the Seller’s claims against the Buyer shall become immediately due and payable.
6.4 Payments shall first be applied to reduce the costs, then to reduce the interest due and finally to reduce the principal and the accrued interest.
6.5 At first request, the Buyer shall provide security, to the Seller’s satisfaction, for the fulfilment of the Buyer’s obligations towards the Seller.
Article 7 Collection costs
If the Buyer is in default, the Seller will be entitled to reimbursement of (extra)judicial collection costs. The extrajudicial collection costs are fixed at 15% of the outstanding amount of the invoices.
Article 8 Retention of title
8.1 All goods delivered by the Seller remain the property of the Seller until the Buyer has fulfilled all obligations ensuing from all agreements concluded with the Seller.
8.2 The Buyer is not authorised to pledge or encumber in any other way the goods subject to the retention of title.
8.3 The Buyer shall inform the Seller as soon as possible If third parties seize the goods delivered subject to retention of title or wish to establish or assert rights thereto.
8.4 Goods delivered by the Seller which, pursuant to the first paragraph of this article, are subject to retention of title, may only be resold in the context of normal business operations and may never be used as a means of payment.
8.5 If the Seller wishes to exercise its ownership rights referred to in this article, the Buyer hereby unconditionally and irrevocably grants the Seller or any third parties to be designated by the Seller unconditional permission to enter all those places where the Seller’s property is located and to repossess those goods.
Article 9 Warranty
9.1 The goods delivered by the Seller shall meet the technical requirements and specifications set by Dutch legislation.
9.2 The warranty referred to in the first paragraph of this article applies for a period of 6 months after delivery.
9.3 This warranty is limited to:
– manufacturing faults, and therefore do not include any damage as a result of wear and tear and improper or improper use.
– deliveries to buyers in the Netherlands.
9.4 This warranty is void:
– in case of resale of the delivered goods, unless parties have explicitly agreed otherwise.
– in the event of injudicious or improper use by the Buyer or a third party or after modifications, alterations, mixing, processing or repair to or of the delivered goods by the Buyer or a third party.
9.5 If the delivery concerns an item manufactured by third parties, the warranty is limited to the manufacturer’s guarantee.
9.6 The Buyer cannot invoke this warranty provision as long as it does not fulfil its obligations arising from the agreements concluded by the parties.
Article 10 Suspension and termination
10.1 Seller is entitled to suspend the fulfilment of its obligations or to terminate the agreement, if:
– the Buyer fails to fulfil its obligations under the agreement, does not fulfil them on time or does not fulfil them in full.
– after the conclusion of the agreement, the Seller becomes aware of circumstances that serve as good reason to fear that the Buyer will not, not timely or not fully fulfil its obligations. If there are suitable grounds to fear that the Buyer will only partially or improperly fulfil its obligations, suspension is only permitted insofar as the shortcoming justifies it.
– when the agreement was concluded, the Buyer was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient. As soon as security has been provided, the right to suspend shall lapse, unless said payment has been unreasonably delayed as a result.
10.2 Furthermore, the Seller is entitled to terminate the agreement if circumstances arise of such a nature that performance of the agreement is impossible or can no longer be required according to the standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
10.3 If the agreement is terminated, the Seller’s claims against the Buyer will become immediately due and payable. If the Seller suspends the performance of its obligations, the Seller shall will retain its rights under the law and the agreement.
10.4 The Seller always retains the right to claim damages.
Article 11 Cancellation
11.1 If the Buyer wishes to cancel an agreement with the Seller after it has been concluded, 10% of the agreed order price including VAT shall be charged to the Buyer as cancellation costs, without prejudice to the Seller’s right to full compensation, including loss of profit.
11.2 If, in the event of cancellation, the Buyer refuses to take delivery of goods already purchased by the Seller, such as materials and raw materials, whether processed or not, the Buyer is obliged to pay the Seller all the ensuing costs.
11.3 Cancellation shall be effected by means of a registered letter.
Article 12 Liability
12.1 If goods delivered by the Seller are defective, the Seller’s liability towards the Buyer will be limited to the provisions stated under “Warranty” in these terms & conditions.
12.2 If the Seller is liable for direct loss, such liability will be limited to a maximum of the amount of the payment to be made by the Seller’s insurer, or at least to a maximum of the invoice amount, or at least that part of the agreement to which the liability relates.
12.3 The Seller accepts no liability for indirect losses, including consequential loss, loss of profit, lost savings and losses due to business stagnation.
12.4 The Seller accepts no liability for either direct or indirect losses caused by or in connection with compliance with the NEN 3569 standard. Compliance with the NEN 3569 standard is exclusively at the Buyer’s own risk and expense.
Article 13 Transfer of risk
13.1 The risk of loss of or damage to the products that are the subject of the agreement shall pass to the Buyer at the moment when these products are legally and/or physically delivered to the Buyer and are therefore brought under the control of the Buyer or a third party to be designated by the Buyer.
13.2 If the Seller arranges for the transport of the goods that are the subject of the agreement, this shall take place entirely at the Buyer’s own risk.
Article 14 Force majeure
14.1 The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that cannot be attributed to gross negligence or intent on the part of the party invoking it, and which is not for their account by virtue of the law, a legal act or generally accepted practice.
14.2 In these terms & conditions, force majeure is understood to mean, in addition to what is understood in this respect by law and case law, all external causes, foreseen or unforeseen, over which the Seller cannot exercise any influence, but which prevent the Seller from fulfilling its obligations. This includes strikes at the Seller’s company.
14.3 The Seller is also entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurs after the Seller should have fulfilled its obligation.
14.4 During the period that the force majeure continues, the parties may suspend the obligations arising from the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement, without any obligation to compensate the other party for damages.
14.5 Insofar as at the time of the occurrence of force majeure the Seller has already partially fulfilled its obligations under the agreement or will be able to fulfil them, and the part already fulfilled or still to be fulfilled respectively has independent value, the Seller is entitled to invoice the part already fulfilled or still to be fulfilled respectively. The Buyer is obliged to pay this invoice as though it were a separate agreement.
Article 15 Disputes
The district court, for Zeeland/West-Brabant, seated in Breda, is exclusively competent to hear disputes between the Seller and the Buyer. Nevertheless, the Seller has the right to submit the dispute to the competent court according to the law.
Article 16 Applicable law
All agreements between the Seller and the Buyer are governed by Dutch law. Application of the Vienna Sales Convention is explicitly excluded.