1. Validity and announcement
a. These conditions shall apply to all agreements, sales, deliveries and other services undertaken and performed by Het Lederhuis Jac. van Zuylen B.V., hereinafter to be referred to as 'Seller'.
b. Any buyer having made one purchase under the present terms and conditions of Seller is deemed to have tacitly accepted the applicability of these terms and conditions for any subsequent orders he may make verbally, in writing, by telephone or by other means, irrespective of whether such an order is confirmed in writing.
c. Under observation of the aforementioned sub-clause, the terms and conditions of Seller shall take precedence over any general terms and conditions of the buyer.
2. Quotations
All quotations and (special) offers are free of obligation unless they contain a specified term for acceptance. Offers or agreements by representatives are binding for Seller only if confirmed in writing. If a quotation contains an offer free of obligation and is accepted, Seller reserves the right to withdraw the offer within 5 days from receipt of the confirmation.
3. Agreements
a. Security
Seller is entitled at all times to demand from the buyer, prior to delivery or proceeding with the delivery or performance, such security as he deems adequate for the fulfilment of the payment obligations.
b. Price changes
All prices offered and agreed are based on the tariffs, wages, costs of social measures and/or laws, freight and exchange rates that apply at the time of the offer or upon entering into the agreement. When one or more of these factors change, the prices offered or agreed shall be amended accordingly. Seller shall notify the buyer of such changes. If the price increase exceeds 10% (ten percent), the buyer is entitled to dissolve the Agreement within 7 days from the notification of the price increase, unless the cancellation would manifestly be unreasonable in view of the circumstances. A dissolution based on this clause does not in any way entitle to compensation of damages.
c. The buyer will be invoiced for any consular costs, as well as other costs related to the preparation of consular invoices, certificates of origin and such like.
d. The prices charged by Seller are delivery free domicile/warehouse in the Netherlands, unless agreed otherwise (in writing).
4. Payments and retention of title
a. Each purchase agreement is subject to the general condition: payment is due within 8 days net present value.
b. Varying payment agreements shall only be valid if agreed to in writing. If the buyer does not settle the invoice within the agreed term, he is in default and owes Seller by operation of law, without a notice of default being required, interest in the amount of 1.5% (one and a half percent) per month or a part of one month over the outstanding amount until the day when payment has been made in full.
c. In the event that Seller has involved third parties for the collection of payment, the buyer shall be obliged to bear the costs of these extrajudicial collection fees. These costs are at least 15% (fifteen percent) of the claim, with a minimum of NLG 500, on the understanding that if the actual costs are higher, the buyer shall reimburse Seller for all costs incurred.
d. In the event that the buyer is in default in payment, Seller is entitled to suspend the further performance of all current agreements between the parties until such time as payment has been made, while further orders or deliveries may become subject to advance payment in cash.
e. Payments made by the buyer will first be used to cover all costs and interest owed, and subsequently for the settlement of the oldest invoices due and payable, even if the buyer indicates that the payment refers to a later invoice.
f. Transfer of the property from Seller to buyer occurs only after the buyer has paid the sales price and all other monies owed the Seller under this Agreement. The buyer is entitled to resell and use the goods; however, as long as payment thereof has not been made in full, the buyer is not entitled to give the goods in pledge to third parties or to offer the goods to third parties as collateral in the broadest sense of the word. In the event that the buyer sells the goods under this property restriction to a third party, the buyer is obliged to assign the claim arising from this delivery to Seller without delay. The buyer is obliged to notify Seller if goods under the property restriction of Seller are seized or served with a writ of attachment.
g. Without prejudice to the provisions in the aforementioned sub-clauses of this Clause, the buyer, in the event of non-compliance, untimely or inadequate compliance with any of the obligations arising for him from the agreements and/or these conditions, as well as in the event of bankruptcy, suspension of payment, winding-up, or if the buyer is put under administration or guardianship, is deemed in default by operation of law and Seller has the right without a notice of default being required and without judicial intervention to discontinue the Agreement or dissolve the Agreement in whole or in part, as he sees fit, without being liable to pay compensation, yet without prejudice to Seller’s right of compensation as a result of breach of contract by the buyer and this dissolution. In these cases the buyer is liable for immediate payment of each claim.
5. Force majčure
a. Seller is not liable for damages suffered by the buyer, if the work or deliveries cannot be performed or are performed inadequately or untimely as a result of force majčure, which includes:
- war, threat of war, civil war, riots, damage resulting from riots, fire, storm, floods, strike, lack of personnel, transport problems, government measures, or breach of contract by suppliers.
b. If the state of force majčure continues, the parties are entitled to consider the Agreement as dissolved with all the legal consequences thereof.
6. Compensation and liability
a. If the goods supplied by Seller display shortcomings or appear to be defective as a result of manufacturing faults, Seller shall remedy or replace these faults free of charge. Seller becomes the owner of the goods to be replaced. Each further liability with respect to shortcomings or defects is expressly excluded.
b. Following on from the above clause, we expressly exclude our liability for consequential damage or loss of profit.
c. The buyer is obliged to indemnify Seller against all costs, damage and interest that may have ensued as a direct or indirect consequence of claims by third parties directed at Seller in the matter of occurrences, actions and negligence for which we are not responsible.
7. Delivery
The delivery times stated shall never be considered as firm dates, unless expressly agreed to otherwise. Shipment of the goods delivered by Seller is always, even in the case of free delivery, at the cost and risk of the buyer. Seller nonetheless has the right to arrange the method of shipment as he wishes, insofar as the buyer does not convey more specific instructions to that effect.
8. Complaints
a. All complaints are to be made in writing and must be in the receipt of Seller within 8 days after receipt of the goods. If complaints are acknowledged as founded, the determination of which is made exclusively by Seller, Seller has the right to, under exclusion of all entitlements of the buyer to compensation, either to decide not to proceed with the delivery or to request that the buyer keeps the goods at a suitably reduced price, or to replace the goods with new ones. In the latter case, the faulty or defective goods are to be returned. Complaints can only be made for goods in the original condition of delivery, insofar as it does not involve hidden defects.
b. Return shipments shall be accepted only by Seller if these are returned free delivery and in the original packaging and only if the return shipment takes place after the Seller has acknowledged in writing the complaints regarding his delivery to buyer as founded. If, upon acceptance or receipt of the goods, the consignment note or receipt does not contain any comment regarding faulty packaging or packaging material, this shall be deemed as proof that the condition thereof upon delivery of the goods by Seller to the buyer was faultless and good.
c. Minor deviations in quality, specifications and such like that cannot be prevented from a technical viewpoint or are generally accepted according to commercial practice can never constitute grounds for complaints.
9. Disputes
Dutch law applies to the agreements, sales, deliveries and other services undertaken and performed by Seller. All disputes that may ensue from the provisions mentioned in the aforementioned sentence are exclusively submitted to the competent court in the district of Rotterdam.