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Purchase Conditions

General conditions for supply and purchase Emdeaef BV.
Registered office in Best and registered at the Eindhoven Chamber of Commerce under nr. 17121204.


Article 1 General
These conditions apply to all supply and/or sales and/or juridical communications of services of Emdeaef BV., hereafter referred to as: the supplier and clients and/or principals, hereafter referred to as: the client. A client is understood to have accepted these conditions merely by having placed a commission or an order with the supplier, making a sales agreement or accepting delivery and/or services from supplier. The supplier will not accept any other general conditions specified by a client unless the supplier has expressly agreed to them in writing.

Article 2 Offers and commissions
All offers made by the supplier are non-committal. Price quotations are only valid for the quantities and periods of delivery stated in the offers.

Article 3 Prices
Prices quoted do not include Sales Tax. The supplier retains the right to increase the price of an article after the date of a written confirmation of an order, and this will apply, to any part of any order not yet dispatched. The term price increase here means an increase in the price of cost-price components, such as raw materials and/or auxiliary material, freightage, wages, government taxes or levies etc. The client will always be informed prior to any increase in price being made. Any offer made is subject to being able to be carried out under normal conditions.

Article 4 Time of delivery
The indicated delivery periods shall never be considered as an expiration date, unless explicitly agreed upon otherwise. In case of delivery which has not been effected on time, the supplier shall therefore be declared in default in writing, whereby the supplier shall be given a reasonable term for the fulfillment. Any delay and/or failure to deliver will never entitle a client to claim damages in any form whatever. The supplier is entitled, without being liable to claims for damage of any kind whatsoever, to suspend and/or cancel delivery if factory breakdowns should occur either in his own factory or those of his suppliers, if raw materials should become unavailable or in any case of force majeur.

Article 5 Quantity
The supplier retains the right to supply 20% more or 20% less than the quantity agreed upon, and to adjust the price accordingly. The supplier retains the right to deliver the installments, in which case payment shall be effected by the client for each installment delivered.

Article 6 Delivery
Delivery is based on Incoterms (latest registered version), unless otherwise agreed upon in writing. Goods shall be considered to have been delivered to the client whenever the incoterm agreed upon has been fulfilled, unless otherwise agreed upon in writing. The client is responsible for and will bear the risk and cost of dispatch of the goods from the supplier’s factory. The supplier can not be held responsible for damage, loss and/or delays which may occur during transportation and during acceptance of the goods by the client.

Article 7 Claims
Claims relating to quality, performance or quantity and all other claims shall only be made valid, provided that the supplier has received a claim in writing from the client within 8 days after delivery of the goods in question. Goods may only be returned after written permission has been given by the supplier, and the risk and costs returned will be borne by the client. In case of returned goods, the supplier shall either replace any sub-standers goods or accordingly adjust the invoice.

Article 8 Ownership
The supplier will retain ownership of all goods supplied by him until full payment has been made of the amount outstanding as per the sales agreement. All goods in the possession of the client and originating from the supplier will be deemed to be those mentioned on an unpaid invoice, insofar as the goods in possession of the client do not exceed either in quantity, sort or composition those mentioned on any unpaid invoice.

Article 9 Payments
Payment will be made in the manner laid down by the supplier. Setting-off of debts or other forms of compensation is never permitted unless permission in writing has been expressly granted by the supplier. The supplier Is entitled to require partial or full payment in advance. In the event that payment of any invoice (s) is not effected within 14 days after the date settled, the supplier is entitled, without further proof of default or injunction, to charge the client monthly with the legal interest plus 2%, for every month or part of month that payment has not been made. Furthermore, if the supplier has charged a third party with the recovery, the supplier is entitled to charge the client with the costs for legal assistance, including extrajudicial collecting costs of 15% of the total amount and, if necessary, to demand such by legal process. Payment overdue as meant in the foregoing section gives the supplier the right to suspend and/or party or fully cancel any orders which may have been placed by the client. Any damage resulting from this will be borne by the client.

Article 10 Liability
The supplier does not accept any responsibility or liability directly or indirectly for any goods supplied by himself.

Article 11 Miscellaneous
Any deviations from these conditions are only valid if expressly agreed upon by the supplier in writing. All agreements with the supplier shall be governed by Dutch law. In case of any conflict between a translation and a Dutch version of these conditions the Dutch text shall be conclusive. Any dispute which may arise out of the agreement between the parties shall exclusively be brought before the competent Court of Den Bosch.

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