| | | Article 1: Applicability of these conditions. 1.1 All proposals shall be made with the declaration that these general conditions of sale, delivery and payment shall apply both to the proposal and the acceptance thereof, and to theagreementthusestablished. 1.2 General conditions (of purchase) ofthe client shall only apply where it is expressly agreed inwriting that these apply with the exclusion of these conditions of supply to the agreement between parties. Article 2: Proposals, guotations. 2.1 All proposals shall be without obligation unless these contain a period for acceptance. Where a proposal contains an offer without obligation, we shall have the right to revoke the offer within two working days of receipt of acceptance. 2.2 In case of composite price guotations there shall be no obligation to deliver a part forthe corresponding part ofthe price indicated forthe whole. 2.3 Where reservations or modifications with respect to the proposal are included in the acceptance, as an exception to the provisions of Article 2.1, the agreement shall only come into being where we have notified the client that we agree to these deviations from the proposal. 2.4 If no order is placed afterthe proposal reguested, the costs ofthis may only be charged wherethis has been agreed. 2.5 For additional and extra work for which no price has been agreed the price to be paid shall be calculated on the basis of costing. Article 3: Pricesand price changes. 3.1 All prices indicated shall be exclusive of value added tax (VAT) and other levies imposed bytheAuthorities. 3.2 The price which we indicate for the service to be performed shall only apply for such service and not forthe dispatch and transport costs etc. 3.3 We shall be entitled to increase the agreed price if one or more of the following circumstances occur after signature ofthe agreement: increase in the costs of materials or services which are necessary forthe execution of the agreement, increase in dispatch costs, wages, employer's charges and social security contributions, in the costs involved in other conditions of employment, introduction of new and increase in existing government levies on raw materials, energy or waste, an appreciable change in foreign exchange rates or, in general, circumstances which are comparable with all these. Article 4: Delivery method; reservation ofownership. 4.1 Unless otherwise agreed delivery shall be made to the place where we carry on our business. 4.2 We shall not be obliged to carry out delivery in parts. 4.3 The client shall be obliged to give his full cooperation to the delivery of the goods to be supplied by us in accordance with the agreement. The client shall also be in default without being given notice thereof where he does not collect the goods to be delivered from us after our first reguest or wherea delivery to his address is agreed, he refuses to takereceiptofthegoods. 4.4 Any delivery of goods by us to the client shall be made on reservation oftitle thereof, until the client has paid everything to which he is obliged under the agreement, including interest and costs. 4.5 Where transport of the goods to be delivered is agreed, thisshall be for account ofthe client, unless free delivery has been agreed. The client shall only bearthe risk during transport. The acceptance of goods from us by the carrier shall be deemed evidence that these are in an externally good condition, unless the contrary is shown by the consignment noteorthereceipt. 4.6 Weshall not be responsible forthe storage ofthe goodsto be delivered, unlessthis is expressly agreed. Where storage is carried out, this shall be for account and risk of the client. Article 5: Delivery period. Delivery periods indicated shall never be regarded as deadlines, unless otherwise expressly agreed. In case of late delivery we must therefore be given written notification ofdefault. Article 6: Partial delivery Any partial delivery, including also the delivery of components of a composite order, may be invoiced. Insuch case payment must be made in accordance with Article 8 'terms of payment'. Article 7: Check upon delivery. 7.1 The client shall be obliged to check with appropriate speed after delivery whether we have satisfactorily fulfilled the agreement and shall also be obliged to notify us immediately in writing, should he find the contrary. The client must carry out the check just mentioned and give the relevant notification at the latest within 24 hours of delivery. 7.2 We shall always be entitled to provide a satisfactory new service in place of a previous unsatisfactory service, unless the default cannot be remedied. 7.3 The fulfillment ofthe agreement shall be regarded between parties as satisfactory where the client has been in default of promptly carrying out the check or the notification as referred to in paragraph 1 of this Article. 7.4 Where the period of 24 hours referred to in the first paragraph ofthis article in accordance with criteria of reasonableness and fairness must also be regarded as unacceptably short for a careful and alert client, this period shall be extended at the latest untilthe first time when the check or the notification given to us by client is reasonably possible. 7.5 Our service shall in any case be regarded between parties as satisfactory where the client has taken into use, treated or processed, or delivered to third parties the goods delivered or part ofthe goods delivered or had them taken into use, treated or processed or delivered to third parties unless the client has taken into account the provisions ofthe flrstparagraph ofthisarticle. | | Article 8: Terms of payment. 8.1 Payment must be made upon delivery in cash, unless otherwise expressly agreed in writing. 8.2 Where a discount for cash payment is agreed, this may only be deducted from the invoice amount where paid within the agreed period and where at the time ofthe application of the discount there are not any other unpaid invoices. 8.3 From the due date the client shall owe interest on the invoice amount of1% per month or part thereof. 8.4 The demand for payment ofthe purchase price shall be immediately payable ifthe client is declared bankrupt, applies for suspension of payment, an application for placing under restraint is pending, any attachment is made on goods or receivables of client, client dies or where this is a partnership, a private limited company or a public limited company, it goes into liguidation, is dissolved or acguires another partner. 8.5 Where the client is in arrears with any payment - even where thisisthe result of another agreement -thenall amounts to be paidbyhim to us shall be payable uptothefull amount, irrespective of the status ofthe orders and we can demand immediate payment thereof. In that case the execution of any order given by this client is to be suspended until payment is made within a period to be set by us which has become payable in case ofthe previous sentence. Where payment has not been made within this period, we shall be entitled to cancel all orders of that client, notwithstanding all rights to compensation as provided in case of 'cancellations' in Article 10. 8.6 Any suspension of payment granted may be withdrawn by us at any time. 8.7 A payment is regarded as received once the amount in guestion has been credited to the account indicated or have been handed over in cash. 8.8 A payment made by theclient shall always cover all interest and costs owing and then invoices payable which have been outstanding the longest, even where the client ind cates that the payment relates to a later invoice. 8.9 All costs, both extrajudicial and judicial, including the costs for solicitors, bailiffs and collection agencies, incurred with regard to the collection of the amount payable by the client and not paid promptly shall be for account ofthe client. They shall be fixed at a minimumof 15% ofthe amount in guestion and shall amount to at least 150 Euro. Article 9: Retention right. We shall be entitled to hold onto the goods ofthe client on our premises until payment of all costs, whichwe have incurred to execute orders from this same client, unless the client has provided sufficient surety forthese costs. We shall also have the retention right wheretheclient becomes bankrupt. Article 10: Cancellations. Where theclient cancels the order given in full or in part, he shall be obliged to reimburse us for all costs already incurred with a view to the execution ofthis order and, where we wish this, to take the goods intended for the execution ofthis order forhis account at the prices included by us in the costing. This is all not withstanding our right to remuneration for loss of profit as well as the other loss arising from the cancellation involved. Article 11: Force majeure. 11.1 The delivery period referred to in these conditions shall be extended by the period during which we are prevented by default which cannot be attributed to us - further indicated by force majeure - from fulfilling our obligations. 11.2 There is a guestion of force majeure on ourpart where after signing the purchase agreement we are prevented from fulfilling our obligations arising from this agreement or preparing forthem as a result of war, danger of war, civil war, revolt, war risk, fire, water damage, flooding, strike, occupation, lock-out, import and export barriers, government measures, faults in machinery, disruptions to the energy supply, all both in our company and at third parties, from whom we have to obtain all or part ofthe goods reguired, as well as in case of storage or during transport whether or not under our own management, and also by all other causes which arise through no fault of ours or outside oursphere of risk. 11.3 Where the delivery is delayed by force majeure for more than fourteen days, both we and the client are empowered to regard the agreement as terminated. In that case we shall only have a right to reimbursement ofthe costs to be incurred by us. Article 12: Liability. 12.1 Our liability under the agreement with the client shall be limited to an amount proportionate to the agreed price in accordance with criteria of reasonableness and fairness. 12.2 We shall not be liable for damage of any type whatever which arises because or after the client has, after delivery, taken the goods into use, treated or processed them, delivered them to third parties or had them taken into use, treated or processed or delivered to third parties. 12.3 We shall also not be liable for loss in the form of loss of profit or reduction in goodwill in the company orthe profession ofthe client. 12.4 Where we are held liable by a third party for any damage for which we are not liable by virtue of the agreement with theclient orthese conditions of delivery, client shall indemnify usinfull from thisand reimburse us for everything that we have to pay tothis third party. Article13: Applicable law and disputes. 13.1 Only Dutch law shall apply to the agreements between us and the client. 13.2 All disputes between parties shall be settled by the competent Court, in the district in which we are established. 13.3 We shall however remain authorized to summons the client before the court competent in accordance with the law orthe applicable international convention. | | |