Terms and conditions of sale
1. General
These Terms and Conditions of Sale of Dutch Environment Corporation® B.V. (“DEC”) will be applicable to the supply of goods by us to Customer and all offers, quotations, purchase orders and contracts relating thereto, save as varied in writing by us. General terms and conditions used by Customer or any contrary or additional conditions on Customer's purchase orders shall not apply unless approved by us in writing.
2. Offers and Quotations
All our offers, quotations, brochures and price lists are without engagement unless anything to the contrary is explicitly stated. We are not legally bound by an order until we have confirmed it in writing.
3. Prices
3.1. Except where otherwise stated, our prices are in Euros and exclusive of Value Added Tax. In the case of orders below Euro 125 (one hundred and twenty five Euros) net., we reserve the right, having regard to the relatively high costs of administration, packaging and dispatch, to increase the order price with a maximum of Euro 50 (fifty Euros).
3.2. Whenever there is an increase in the prices of materials, wages, social, governmental, freight charges or Value Added Tax, we shall be entitled to increase the agreed price accordingly. The same will apply in the event of exchange rate fluctuations.
3.3. Orders will be invoiced at prices in effect on date of delivery.
3.4. Customer shall reimburse us in the amount of any present or future tax, excise or other change which we may be required to pay, with respect to the manufacture, sale or transportation of the products covered by Customer's order.
4. Delivery, Passing of Risk and Ownership
4.1. Unless otherwise agreed in writing, all goods shall be delivered FCA, (according to the version of INCOTERMS applicable at the moment of placement of the order without prejudice to the provision in these terms and conditions). The risk of the goods is passed to the Customer at the moment that the risk is transferred to the Customer in accordance with the agreed INCOTERM, in the absence of which the risk will be passed upon delivery to the Customer at the agreed location.
4.2. All goods delivered by DEC shall remain the property of DEC until the Customer has fulfilled its obligations arising from this and any previous similar agreement between Customer and DEC, including those claims referred to in article 3.92 paragraph 2 of the Dutch Civil Code in respect of interest and extrajudicial and judicial costs (delivery subject to reservation of ownership.
4.3. Up to the moment when ownership is transferred to the Customer in accordance with this article, the Customer is not entitled to carry out any action which could hinder or render impossible the unrestricted execution of the ownership rights of DEC. The customer must refrain from all actions including the combination – during any production process or during storage – of the delivered goods with other goods, the transfer, sale or in any manner encumbering of the delivered goods with a limited security right, or the transporting of the delivered goods to another country. Furthermore, the customer must take all actions reasonably necessary to secure the ownership rights of DEC, and the customer must immediately return the goods to DEC, in the event that DEC issues such a request, and must provide full cooperation in that process.
4.4. After the goods have been supplied to the Customer by DEC in accordance with the agreement, once the Customer has fulfilled all his obligations, the reservation of ownership in respect of these goods shall be reinstated, if the Customer fails to comply with his obligations arising from an agreement entered into at a later date.
4.5. No goods shall be returned without our prior written permission. If such permission has been given by us in writing, we shall have the right to apply a twenty (20) per cent handling charge on all returned goods and in addition to charge re-packaging costs.
5. Liability
5.1. As soon as the Customer discovers or should have reasonably discovered a possible ground for a well-founded claim, the Customer is required to immediately notify DEC in writing of the existence of this presumed claim against DEC, supported by documents and soundly underwritten, on pain of expiry of the right to claim. All claims relating to quantity, quality, condition of or damage to the products will be waived by Customer unless made in writing within three (3) days after delivery. DEC shall not be liable in respect of the Customer as long as the Customer has failed to comply with its obligations in respect of the Supplier.
5.2. The contractual liability (attributable non-performance in accordance with article 6:74 of the Dutch Civil Code) of DEC shall be restricted to to repair or (if repair is impossible) replacement of the delivered goods, without the Customer being able to impose a right to claim any form of compensation whatsoever.
5.3. The obligation upon DEC to pay compensation on the basis of whatever statutory principle (other than article 6.:74 of the Dutch Civil Code) shall be restricted on each occurrence to the immediate damages suffered, as follows:
a. primarily, if in the case in question, payment is made on the basis of liability insurance, the liability shall be restricted to the amount paid out, plus the amount of the deductible which in accordance with the policy conditions is not payable by the insurer;
b. if no insurance has been taken out in respect of the matter, or no policy cover is provided, the damages shall be restricted to not more than the amount of the contract price laid down in the agreement, excluding VAT. If the Agreement is for the most part a continuing performance agreement with a term of more than one year, the price determined for the agreement shall be set at the total of the payments determined in one year, excluding VAT. Under no circumstances shall the total payment of direct damages on the basis of the provisions in this paragraph exceed € 5,000,00.
5.4. If as a consequence of an occurrence as intended in paragraph three of this article more than one claim arises, and the combined claims exceed the maximum set for each occurrence, the claims shall be settled proportionally.
5.5. Under no circumstances shall DEC be liable for indirect damages, including consequential losses, loss of production, transport costs, travel and accommodation costs, environmental pollution, docking costs, costs for assembly and disassembly, loss of profit, loss of savings, economic loss, and losses due to business stagnation. The liability of DEC shall never exceed the provisions laid down in the terms and conditions of sale, irrespective whether the claims are based on an agreement or are due to any other cause, specifically an unlawful act.
5.6. DEC shall not be liable for any damage caused by auxiliary persons, or as a consequence of their deliberate action or gross negligence.
5.7. Restrictions of liability in favour of DEC shall also cover the directors, employees and non-employed representatives and auxiliary persons of DEC.
5.8. If DEC is held liable by third parties in respect of any damages for which DEC is not liable in accordance with the agreement with the Customer or these terms and conditions of sale, the Customer shall fully indemnify DEC in that respect, and shall reimburse to DEC all amounts which DEC is required to pay to such third parties.
5.9. The restrictions of liability contained in paragraph 5.3 shall not apply if the damage is attributable to deliberate action or gross negligence on the part of DEC, or of managing employees forming part of the management of DEC.
6. Payment
6.1. Payment shall be made in the manner and at the time or times agreed by the parties.
6.2. In the absence of agreement to the contrary, express or implied, payment shall be due in thirty (30) days after the invoice date and in any other case thirty (30) days after notification by us to Customer that the goods have been dispatched. If the Customer is in default with respect to any of the terms and conditions herein or in any other contract with us, or, if in seller's judgement, Customer's credit shall become impaired at any time, we shall have the right to defer shipment or any future order intake or delivery, decline performance hereunder or make delivery hereunder only for cash until such default is remedied or said credit re-established to our satisfaction.
6.3. In the event of failure to effect payment at the due date, Customer will, with effect from the invoice date, be charged interest at a rate of twelve (12) per cent per annum, on the total amount outstanding, parts of a month being taken as a full month, without any formal notice of default being required.
6.4. All court, as well as out-of-court expenses entailed by the recovery of amounts outstanding on overdue invoices, such as costs of collection and legal fees, will be for Customer's account with a minimum of 20% of the outstanding claim(s) plus interest.
7. Force Majeure
We shall not be liable for failures or delays in making delivery hereunder in case of force majeure. Force majeure shall include, but is not limited to, shortage of or inability to obtain supplies, equipment or labour, strikes and failure or delay of transportation or any other circumstances beyond the reasonable control of DEC.
8. Applicable law and Disputes
These terms and conditions in any agreements between DEC and Customer and all related agreements shall be exclusively subject to Dutch law. The provisions of the United Nations Convention on contracts for the international sale of goods (CISG) – in as much as otherwise applicable – are hereby excluded. The same applies for any existing or future national or international regulation concerning the sale of movable tangible goods, the applicability of which can be excluded by the parties.
The parties shall use their best efforts to negotiate in good faith and settle amicably any dispute between them. If the parties cannot reach amicable settlements, disputes shall be referred to the competent civil court in Almelo, the Netherlands.
SUPPLEMENTARY TO THE ABOVE THE FOLLOWING SPECIFIC TERMS AND CONDITIONS DO APPLY IN CASE OF DISTANCE SELLING (ECOMMERCE):
These Terms and Conditions of Sale also apply to any electronic order submitted via DEC's web pages by Customer established in the European Union. DEC will not process electronic orders submitted by customers established outside the European Union.
9. Conclusion of contracts
9.1. Offers and quotations as provided on the DEC web pages shall be considered an invitation to prospective customers to make an offer. Under no circumstances DEC will be bound to this offer, unless otherwise written and unambiguously recorded. The acceptance of the invitation by the prospective customer to make an offer qualifies as an offer and only leads to conclusion of a valid contract subject to the conditions set out in these supplementary Terms and Conditions of Sale.
9.2. An offer shall be regarded made by the prospective customer if the prospective customer filled out the complete online order form and sent it to DEC by electronic means, and DEC received it. The contract comes into effect at the moment the order confirmation is sent by DEC to Customer's designated email address.
9.3. Customer and DEC explicitly agree that the use of electronic means conclude valid contracts subject to the conditions set out in these supplementary Terms and Conditions of Sale. Lacking an ordinary signature does not reduce the binding force of an offer and/or of its acceptance. DEC's electronic data will serve as presumptive evidence of the conclusion of a contract if the law so permits.
9.4. Although DEC tries to provide quality information with regard to all offers and (main) features of its goods, all information in the DEC web pages is provided “as is”, with no guarantee of completeness, accuracy, timeliness of such information or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Deviations of the goods will not be considered reason for indemnification and/or dissolution.
10. Miscellaneous
10.1. Either party may cancel with written notice the whole or any part of this contract in the event of insolvency, bankruptcy, reorganization, or liquidation proceedings involving the other party. In the event that either party fails to perform any term herein and the other party does not enforce that term, the other party has not thereby waived its rights to do so in the future.
10.2. If any provision of this contract is held invalid or unenforceable, the remaining provisions shall not be affected thereby, and the parties shall in good faith attempt to amend this contract to eliminate such invalidity or unenforceability. The Terms and Conditions of Sale set forth herein constitute the entire agreement between parties with respect to the sale of the goods.
Customer declares that by accepting the agreement, the goods shall not be used for committing crimes and customer safeguards DEC for potential claims relating. Customer is obliged aforementioned obligation to also agree with his customers.
DEC explicitly reserves the right to change, alter, modify or add these Terms and Conditions of Sale at any time.
Dutch Environment Corporation B.V. has its registered office in (7547 RD) Enschede, The Netherlands, Ir Hanlostraat 18-22 and it is registered with the Dutch Chamber of Commerce under number 8139788. DEC's VAT identification number is NL8150.12.238.B.01. Please have all correspondence relating to a contract or these Terms and Conditions of Sale go through the abovementioned postal address. Our DEC Office can be contacted on working days between 8.00 am and 16.30 pm. DEC pursues to respond to emails within 24 hours after receipt.
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Terms and conditions of sale |
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