General Terms and Conditions (The Netherlands)
Of BELNED B.V. and Alva Glas (as a trade name of Belned), established in Raamsdonksveer.
Article 1: Definitions
Seller: Belned B.V. and Alva Glas (as a trade name of Belned), the user of these general terms and conditions.
Buyer: the counterparty of the seller, the customer, the client.
Agreement: the agreement between the seller and the buyer.
Article 2: General
2.1 The provisions of these general terms and conditions apply to every offer and agreement between the seller and the buyer to which the seller has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.
2.2 These general terms and conditions also apply to all agreements with the seller for the execution of which the seller makes use of third-party services.
2.3 The applicability of the buyer’s general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing. If the general terms and conditions of both parties apply concurrently, and there are conflicting provisions, the provisions of the seller’s general terms and conditions shall prevail.
2.4 If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions shall remain in full force and effect. The seller and the buyer shall agree on new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the original provisions.
Article 3 Offers/Quotations/Prices
3.1 All offers, in whatever form, are non-binding, unless a period for acceptance is specified in the offer.
3.2 The quotations made by the seller are without obligation, unless stated otherwise. The seller is only bound by the quotations if the buyer’s acceptance is confirmed in writing within 14 days and provided that the materials offered in the quotation are still available or deliverable.
3.3 If a natural person enters into an agreement on behalf of or for the account of another natural person, by signing the contract, they declare themselves authorized to do so. This person is jointly and severally liable together with the natural person for all obligations arising from the agreement.
3.4 If the acceptance deviates from the offer included in the quotation, the seller is not bound by it. In that case, the agreement is not formed 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 or quotation at a corresponding part of the stated price.
3.6 Offers or quotations do not apply to repeat orders.
3.7 Delivery times stated in the seller’s quotations are indicative and do not entitle the buyer to dissolution or compensation in case of delay, unless expressly agreed otherwise.
3.8 Agreements to which the seller is a party are only considered concluded after the seller has accepted the buyer’s order in writing or after the actual delivery of the goods from the seller’s warehouse to the buyer.
3.9 The prices in the offers/quotations apply to delivery from the warehouse, in euros, including loading costs, excluding VAT, government levies, shipping, freight, and administration costs, unless expressly agreed otherwise.
3.10 Different prices may apply for non-standard sizes and quantities.
3.11 The seller may pass on price increases if, between the time of the offer/acceptance and delivery, price changes of more than 10% occur regarding, for example, exchange rates, wages, raw materials, semi-finished products, or packaging materials.
3.12 If the seller enters into multiple agreements with the buyer, these general terms and conditions shall apply to all subsequent agreements, regardless of whether they have been explicitly declared applicable or not.
Article 4: Delivery
4.1 Delivery shall take place from the seller’s warehouse, unless the parties agree otherwise.
4.2 The buyer is obliged to accept the goods at the moment the seller delivers or causes them to be delivered, or at the moment they are made available to the buyer according to the agreement.
4.3 If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
4.4 If the goods are delivered, the seller is entitled to charge the buyer any applicable delivery costs.
4.5 The delivery time is determined in consultation between the seller and the buyer, taking into account the seller’s routing schedule. Delivery periods are indicative. Therefore, a specified delivery time is never a strict deadline. In case of exceeding a deadline, the buyer must notify the seller in writing of the default.
4.6 If the seller requires information from the buyer for the execution of the agreement, the delivery time shall commence after the buyer has provided this information to the seller.
4.7 The seller is entitled to deliver the goods in parts. The seller is entitled to invoice partial deliveries separately.
Artikel 5: Inspection, Complaints
5.1 The buyer is obliged to inspect the delivered goods at the time of (delivery) or, in any case, within 3 days. The buyer must check whether the quality and quantity of the delivered goods correspond to what was agreed upon.
5.2 If a sample has been shown to the buyer, it is presumed to have been shown merely as an indication, without the goods being required to correspond to it, unless it is expressly agreed that the goods will conform to the sample.
5.3 Any visible shortages must be reported to the seller in writing within 7 working days after delivery.
5.4 If a complaint is made in time pursuant to the previous clause, the buyer remains obliged to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this must be done with prior written consent from the seller and in the manner indicated by the seller.
5.5 The seller must be given the opportunity by the buyer to investigate the complaint.
5.6 If a complaint is justified, the seller will repair or replace the delivered goods, unless this has demonstrably become pointless for the buyer. The buyer must notify the seller of this in writing. However, in all cases, the seller’s liability is limited to the provisions set forth in the articles “Warranty” and “Liability.”
Article 6: Payment
6.1 Payment must be made without suspension or set-off within 30 days of the invoice date in euros, by a method specified by the seller:
6.2 If the buyer fails to make payment within the 30-day term, the buyer is automatically in default. The buyer shall then owe interest of 1% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest rate applies. Interest on the due amount will be calculated from the moment the buyer is in default until full payment is made.
6.3 In the event of liquidation, (application for) bankruptcy, admission of the buyer to statutory debt restructuring under the Dutch Debt Restructuring (Natural Persons) Act, attachment, or (provisional) suspension of payment by the buyer, the claims of the seller against the buyer shall become immediately due and payable.
6.4 Betalingen strekken in de eerste plaats in mindering van de kosten, vervolgens in mindering van de opengevallen rente en tenslotte in mindering van de hoofdsom en de lopende rente.
6.5 The buyer shall provide security for the fulfillment of their obligations to the seller upon first request and to the seller’s satisfaction.
Article 7: Collection Costs
In the event the buyer is in default, the seller is entitled to compensation for (extra-)judicial costs related to the collection. The extra-judicial collection costs are fixed at 15% of the outstanding invoice amount.
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 arising from all agreements concluded with the seller.
8.2 The buyer is not authorized to pledge the goods subject to retention of title or to encumber them in any other way.
8.3 If third parties seize goods delivered under retention of title or seek to establish or assert rights on them, the buyer is obliged to inform the seller as soon as possible.
8.4 Goods delivered by the seller that fall under retention of title as referred to in the first paragraph of this article may only be resold in the normal course of business and never used as a means of payment.
8.5 In the event that the seller wishes to exercise the ownership rights designated in this article, the buyer hereby gives unconditional and irrevocable permission to the seller or third parties designated by the seller to enter all locations where the seller’s property is located and to repossess those goods.
Article 9: Warranty
9.1 The goods delivered by the seller comply with the technical requirements and specifications set forth by Dutch legislation.
9.2 The warranty mentioned in the first paragraph of this article applies for a period of 6 months after delivery.
9.3 This warranty is limited to:
– manufacturing defects and therefore does not cover damage resulting from wear and tear or improper and/or unskilled use.
– deliveries to buyers within the Netherlands.
9.4 This warranty expires:
– upon resale of the delivered goods, unless the parties have expressly agreed otherwise.
– in case of improper or incorrect use by the buyer or a third party, or after alterations, modifications, mixing, processing, or repairs made by the buyer or a third party to or of the delivered goods.
9.5 If the delivery concerns goods produced by third parties, the warranty is limited to the warranty provided by the manufacturer.
9.6 As long as the buyer does not fulfill their obligations arising from the agreements concluded between the parties, they cannot invoke this warranty provision.
Article 10: Suspension and Termination
10.1 The seller is entitled to suspend the performance of their obligations or to terminate the agreement if:
– the buyer fails to fulfill their obligations under the agreement, or does so late or incompletely.
– circumstances that come to the seller’s attention after concluding the agreement give good reason to fear that the buyer will not, will not timely, or will not fully fulfill their obligations. If there is good reason to fear that the buyer will only partially or improperly fulfill their obligations, suspension is only permitted to the extent justified by the shortcoming.
– the buyer has been asked to provide security for the fulfillment of their obligations under the agreement at the time of concluding the agreement, and this security is not provided or is insufficient. Once security is provided, the right to suspend lapses, unless fulfillment is unreasonably delayed as a result.
10.2 Furthermore, the seller is entitled to (cause) the termination of the agreement if circumstances arise that make the fulfillment of the agreement impossible or if, according to standards of reasonableness and fairness, performance can no longer be demanded, or if other circumstances occur that are such that the continued unchanged maintenance of the agreement cannot reasonably be expected.
10.3 If the agreement is terminated, the claims of the seller against the buyer become immediately due and payable. If the seller suspends the performance of obligations, they retain their rights under the law and the agreement.
10.4 The seller always reserves the right to claim damages.
Article: Cancellation
11.1 If the buyer wishes to cancel an agreement with the seller after it has been concluded, 15% of the agreed order price including VAT will be charged to the buyer as cancellation costs, without prejudice to the right to full compensation for damages, including lost profits.
11.2 If the client refuses to accept goods already purchased by the user, such as materials and raw materials, whether processed or not, upon cancellation, the client is obliged to pay the user all costs arising from this.
11.3 Cancellation must be made by registered letter.
Article 12: Liability
12.1 If the goods delivered by the seller are defective, the seller’s liability towards the buyer is limited to what is stipulated in these terms and conditions under “Warranty.”
12.2 If the seller is liable for direct damage, that liability is limited to a maximum amount equal to the payment provided by the seller’s insurer, or at most the invoice amount, or the portion of the agreement to which the liability relates.
12.3 The seller is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage caused by business interruption.
12.4 The seller accepts no liability for either direct or indirect damage arising from or related to compliance with NEN 3569. Compliance with NEN 3569 is solely at the buyer’s expense and risk.
Article:Transfer of Risk
13.1 The risk of loss or damage to the products subject to the agreement transfers to the buyer at the moment these products are legally and/or physically delivered to the buyer and come into the possession of the buyer or a third party designated by the buyer.
13.2 If the user arranges transportation of the goods subject to the agreement, this is done entirely at the risk of the client.
Article 14: Force Majeure
14.1 The parties are not obliged to fulfill any obligation if they are prevented from doing so due to a circumstance not caused by gross negligence or intent on the part of the party invoking it, and which, according to law, a legal act, or prevailing opinions in commerce, is not their responsibility.
14.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is defined in law and case law, all external causes, whether foreseeable or not, over which the seller has no control and which prevent the seller from fulfilling their obligations. Strikes within the seller’s company are included in this definition.
14.3 The seller also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after the seller was supposed to have fulfilled their obligation.
14.4 During the period in which the force majeure continues, both parties may suspend their obligations under the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate the other party for damages.
14.5 Insofar as the seller has already partially fulfilled their obligations under the agreement at the time the force majeure occurs, or will be able to do so, and the fulfilled or to be fulfilled part has independent value, the seller is entitled to invoice that part separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 15: Disputes
The Court of Zeeland-West-Brabant, Breda location, shall have exclusive jurisdiction to hear disputes between the seller and the buyer. Nevertheless, the seller reserves the right to submit the dispute to the court that is legally competent according to the law.
Article 16: Applicable Law
Dutch law shall apply to every agreement between the seller and the buyer. The Vienna Sales Convention (CISG) is expressly excluded.
General Terms and Conditions Belgium
Of BELNED bvba established in Houthalen.
Article 1: Definitions
Seller: Belned bvba, the user of the general terms and conditions.
Buyer: the counterparty of the seller, the purchaser, the client.
Agreement: the agreement between the seller and the buyer.
Article 2: General
2.1 The provisions of these general terms and conditions apply to every offer and agreement between the seller and the buyer to which the seller has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.
2.2 These general terms and conditions also apply to all agreements with the seller for the execution of which the seller makes use of third-party services.
2.3 The applicability of the buyer’s general terms and conditions is expressly excluded, unless the parties have agreed otherwise in writing. If the general terms and conditions of both parties apply concurrently, and there are conflicting provisions, the provisions of the seller’s general terms and conditions shall prevail.
2.4 If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions shall remain in full force and effect. The seller and the buyer shall agree on new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the original provisions.
Article 3: Offers/Quotations/Prices
3.1 All offers, in whatever form, are non-binding, unless a period for acceptance is specified in the offer.
3.2 The quotations made by the seller are without obligation, unless stated otherwise. The seller is only bound by the quotations if the buyer’s acceptance is confirmed in writing within 14 days and provided that the materials offered in the quotation are still available or deliverable.
3.3 If a natural person enters into an agreement on behalf of or for the account of another natural person, by signing the contract, they declare themselves authorized to do so. This person is jointly and severally liable together with the natural person for all obligations arising from the agreement.
3.4 If the acceptance deviates from the offer included in the quotation, the seller is not bound by it. In that case, the agreement is not formed 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 or quotation at a corresponding part of the stated price.
3.6 Offers or quotations do not apply to repeat orders.
3.7 Delivery times stated in the seller’s quotations are indicative and do not entitle the buyer to dissolution or compensation in case of delay, unless expressly agreed otherwise.
3.8 Agreements to which the seller is a party are only considered concluded after the seller has accepted the buyer’s order in writing or after the actual delivery of the goods from the seller’s warehouse to the buyer.
3.9 The prices in the offers/quotations apply to delivery from the warehouse, in euros, including loading costs, excluding VAT, government levies, shipping, freight, and administration costs, unless expressly agreed otherwise.
3.10 Different prices may apply for non-standard sizes and quantities.
3.11 The seller may pass on price increases if, between the time of the offer/acceptance and delivery, price changes of more than 10% occur regarding, for example, exchange rates, wages, raw materials, semi-finished products, or packaging materials.
3.12 If the seller enters into multiple agreements with the buyer, these general terms and conditions shall apply to all subsequent agreements as well, regardless of whether they have been explicitly declared applicable.
Article 4: Delivery
4.1 Delivery shall take place from the seller’s warehouse, unless the parties agree otherwise.
4.2 The buyer is obliged to accept the goods at the moment the seller delivers or causes them to be delivered, or at the moment they are made available to the buyer according to the agreement.
4.3 If the buyer refuses to accept delivery or fails to provide information or instructions necessary for delivery, the seller is entitled to store the goods at the buyer’s expense and risk.
4.4 If the goods are delivered, the seller is entitled to charge the buyer any applicable delivery costs.
4.5 The delivery time is determined in consultation between the seller and the buyer, taking into account the seller’s routing schedule. Delivery periods are indicative. Therefore, a specified delivery time is never a strict deadline. In case of exceeding a deadline, the buyer must notify the seller in writing of the default.
4.6 If the seller requires information from the buyer for the execution of the agreement, the delivery time shall commence after the buyer has provided this information to the seller.
4.7 The seller is entitled to deliver the goods in parts. The seller is entitled to invoice partial deliveries separately.
Artikel 5: Inspection, Complaints
5.1 The buyer is obliged to inspect the delivered goods at the time of delivery or in any case within 3 days thereafter. In doing so, the buyer must verify whether the quality and quantity of the delivered goods correspond with what was agreed upon.
5.2 If a model has been shown to the buyer, it is presumed to have been shown only as an indication, without the item needing to comply with it, unless it is explicitly agreed that the item will correspond to the model.
5.3 Any visible shortages must be reported to the seller in writing within 7 working days after delivery.
5.4 If a complaint is made in time pursuant to the previous clause, the buyer remains obliged to accept and pay for the purchased goods. If the buyer wishes to return defective goods, this must be done with prior written consent from the seller and in the manner indicated by the seller.
5.5 The seller must be given the opportunity by the buyer to investigate the complaint.
5.6 If a complaint is justified, the seller will repair or replace the delivered goods, unless this has demonstrably become pointless for the buyer. The buyer must notify the seller of this in writing. However, in all cases, the seller’s liability is limited to the provisions set forth in the articles “Warranty” and “Liability.”
Article 6: Payment
6.1 Payment must be made without suspension or set-off within 30 days of the invoice date in euros, by a method specified by the seller:
6.2 If the buyer fails to make payment within the 30-day term, the buyer is automatically in default. The buyer shall then owe interest of 1% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest rate applies. Interest on the due amount will be calculated from the moment the buyer is in default until full payment is made.
6.3 In the event of liquidation, (application for) bankruptcy, admission of the buyer to statutory debt restructuring under the Dutch Debt Restructuring (Natural Persons) Act, attachment, or (provisional) suspension of payment by the buyer, the claims of the seller against the buyer shall become immediately due and payable.
6.4 Payments shall first be applied to costs, then to any outstanding interest, and finally to the principal amount and the current interest.
6.5 The buyer shall provide security for the fulfillment of their obligations to the seller upon first request and to the seller’s satisfaction.
Artikel 7 Schadebeding
Indien de koper in gebreke blijft de verschuldigde sommen te voldoen is van rechtswege en zonder enige ingebrekestelling
een forfaitaire schadevergoeding verschuldigd van 10 % op de hoofdsom. Betaling van de hoofdsom alleen zal niet gelden als bevrijding.
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 arising from all agreements concluded with the seller.
8.2 The buyer is not authorized to pledge the goods subject to retention of title or to encumber them in any other way.
8.3 If third parties seize goods delivered under retention of title or seek to establish or assert rights on them, the buyer is obliged to inform the seller as soon as possible.
8.4 Goods delivered by the seller that fall under retention of title as referred to in the first paragraph of this article may only be resold in the normal course of business and never used as a means of payment.
8.5 In the event that the seller wishes to exercise the ownership rights designated in this article, the buyer hereby gives unconditional and irrevocable permission to the seller or third parties designated by the seller to enter all locations where the seller’s property is located and to repossess those goods.
Article 9: Warranty
9.1 The goods delivered by the seller comply with the technical requirements and specifications set forth by Dutch legislation.
9.2 The warranty mentioned in the first paragraph of this article applies for a period of 6 months after delivery.
9.3 This warranty is limited to:
– manufacturing defects and therefore does not cover damage resulting from wear and tear or improper and/or unskilled use.
– deliveries to buyers within the Netherlands.
9.4 This warranty expires:
– upon resale of the delivered goods, unless the parties have expressly agreed otherwise.
– in case of improper or incorrect use by the buyer or a third party, or after alterations, modifications, mixing, processing, or repairs made by the buyer or a third party to or of the delivered goods.
9.5 If the delivery concerns goods produced by third parties, the warranty is limited to the warranty provided by the manufacturer.
9.6 As long as the buyer does not fulfill their obligations arising from the agreements concluded between the parties, they cannot invoke this warranty provision.
Article 10: Suspension and Termination
10.1 The seller is entitled to suspend the performance of their obligations or to terminate the agreement if:
– the buyer fails to fulfill their obligations under the agreement, or does so late or incompletely.
– circumstances that come to the seller’s attention after concluding the agreement give good reason to fear that the buyer will not, will not timely, or will not fully fulfill their obligations. If there is good reason to fear that the buyer will only partially or improperly fulfill their obligations, suspension is only permitted to the extent justified by the shortcoming.
– the buyer has been asked to provide security for the fulfillment of their obligations under the agreement at the time of concluding the agreement, and this security is not provided or is insufficient. Once security is provided, the right to suspend lapses, unless fulfillment is unreasonably delayed as a result.
10.2 Furthermore, the seller is entitled to (cause) the termination of the agreement if circumstances arise that make the fulfillment of the agreement impossible or if, according to standards of reasonableness and fairness, performance can no longer be demanded, or if other circumstances occur that are such that the continued unchanged maintenance of the agreement cannot reasonably be expected.
10.3 If the agreement is terminated, the claims of the seller against the buyer become immediately due and payable. If the seller suspends the performance of obligations, they retain their rights under the law and the agreement.
10.4 The seller always reserves the right to claim damages.
Article: Cancellation
11.1 If the buyer wishes to cancel an agreement with the seller after it has been concluded, 15% of the agreed order price including VAT will be charged to the buyer as cancellation costs, without prejudice to the right to full compensation for damages, including lost profits.
11.2 If the client refuses to accept goods already purchased by the user, such as materials and raw materials, whether processed or not, upon cancellation, the client is obliged to pay the user all costs arising from this.
11.3 Cancellation must be made by registered letter.
Article 12: Liability
12.1 If goods delivered by the seller are defective, the seller’s liability towards the buyer is limited to what is stipulated under “Warranty” in these terms and conditions.
12.2 If the seller is liable for direct damage, that liability is limited to a maximum amount equal to the payment provided by the seller’s insurer, or at most the invoice amount, or the portion of the agreement to which the liability relates.
12.3 The seller is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage caused by business interruption.
12.4 The seller accepts no liability for either direct or indirect damage arising from or related to compliance with NEN 3569. Compliance with NEN 3569 is solely at the buyer’s expense and risk.
Article:Transfer of Risk
13.1 The risk of loss or damage to the products subject to the agreement transfers to the buyer at the moment these products are legally and/or physically delivered to the buyer and come into the possession of the buyer or a third party designated by the buyer.
13.2 If the user arranges transportation of the goods subject to the agreement, this is done entirely at the risk of the client.
Article 14: Force Majeure
14.1 The parties are not obliged to fulfill any obligation if they are prevented from doing so due to a circumstance not caused by gross negligence or intent on the part of the party invoking it, and which, according to law, a legal act, or prevailing opinions in commerce, is not their responsibility.
14.2 In these general terms and conditions, force majeure is understood to mean, in addition to what is defined in law and case law, all external causes, whether foreseeable or not, over which the seller has no control and which prevent the seller from fulfilling their obligations. Strikes within the seller’s company are included in this definition.
14.3 The seller also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after the seller was supposed to fulfill their obligation.
14.4 The parties may suspend their obligations under the agreement for the duration of the force majeure period. If this period lasts longer than two months, either party shall have the right to dissolve the agreement without any obligation to compensate the other party for damages.
14.5 If the seller has partially fulfilled their obligations under the agreement at the time force majeure occurs, or will be able to fulfill them, and the fulfilled or to-be-fulfilled part has independent value, the seller is entitled to invoice the fulfilled or to-be-fulfilled part separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 15: Disputes
The court competent for the seller’s registered office shall have exclusive jurisdiction to hear disputes between the seller and the buyer. Nevertheless, the seller reserves the right to submit the dispute to the court that is legally competent according to the law.
Article 16: Applicable Law
Dutch law shall apply to every agreement between the seller and the buyer. The Vienna Sales Convention (CISG) is expressly excluded.