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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