General conditions
ARTICLE 1: USER AND OTHER PARTY
1. These general terms and conditions shall apply to all transactions between Rietveld BV, having its registered office and place of business in Giessenburg, hereinafter referred to as “user”, and his/her clients or principals, hereinafter referred to as “other party”.
2. Deviating terms and conditions can only be agreed upon explicitly, in writing and incidentally.
In case of conflict between these General Terms and Conditions and corresponding terms and conditions, including terms and conditions of the other party, only the General Terms and Conditions of the user shall apply.
These conditions are primarily intended for trade between companies, in case one of the parties concerns a consumer, the provisions of the Civil Code shall apply.
3. By placing an order, the other party agrees to the applicability of these General Terms and Conditions.
ARTICLE 2: OFFERS AND PRICES
1. All offers of the user are made at prices, which are valid at the moment/date the assignment is concluded.
The moment of realization is the written confirmation by the user.
2. In the event of composite price quotes, there is no obligation to deliver a part at a corresponding part of the price quoted for the whole.
3. Price changes resulting from differences in exchange rates that exceed a percentage of 5% of the stated price shall be passed on to the other party.
4. All delivery terms stated by the user are approximate and shall never be regarded as binding.
Exceeding a delivery term shall never mean that the other party shall be released from its obligations arising from the concluded agreement on the sole ground thereof.
5. The user shall not be bound by offers made under the influence of obvious mistakes on the part of the user.
With regard to such offers the user is not bound to the obligation of delivery and/or compensation resulting therefrom.
6. Prices shall be deemed to be quoted in Euros.
7. Any new price quotation shall render the previous one inoperative.
ARTICLE 3: DEVIATIONS
1. Illustrations, drawings, size and weight specifications etc. provided by the user in catalogs, circulars or otherwise, are only indicative in nature and are only intended to give a general idea of what the user is offering.
2. Minor deviations in quality, color, hardness, satinage, thickness, etc. shall not constitute grounds for rejection.
In assessing whether a delivery falls outside permissible limits, an average must be taken from the delivery; therefore, rejection cannot be made on single samples.
3. Minor deviations (e.g. minor model changes) of items forwarded by user do not constitute grounds for rejection.
ARTICLE 4: DELIVERY AND TRANSPORT
1. All deliveries are deemed to have taken place at the place where the user is established, on the understanding that deliveries within the Netherlands exceeding a value of € 1000,= excluding VAT will be delivered ‘free domicile’.
With regard to deliveries abroad, the parties shall lay down the delivery arrangements separately.
2. All payments must take place where the user is established.
3. If the delivery cannot take place for reasons attributable to the other party, the user shall not be obliged to deliver and the user may consider the agreement terminated, without the intervention of the court being required.
The other party shall in the above situation immediately owe 25% of the agreed price, without prejudice to users right to claim further damages.
4. If the complete information, which in the opinion of user is necessary to carry out the order, has not been made available to user in time, after receipt of the necessary information, a new delivery date shall be set in mutual consultation.
5. Transport within the Netherlands shall take place at the expense and risk of user.
Sending and administration costs for sending and transporting these goods will therefore be at user’s expense.
For transport abroad, the transport (even if it starts within the Netherlands) is entirely at the expense and risk of the other party.
6. If no arrangements have been made between user and the other party, user shall organize the transport to the best of its knowledge.
7. Agreed delivery times shall be observed by user as much as possible, without exceeding them entitling the other party to compensation or cancellation of the agreement, except in the case of Article 8.
8. In the event of full or partial cancellation by the other party, it shall immediately owe 25% of the sale value of the goods delivered or the invoice value of the services provided by way of compensation.
The amount of the compensation shall be paid within a period to be determined by the user in the manner required by the user.
All this without prejudice to user’s right to compensation for the damage actually suffered.
9. If the other party takes delivery or wishes to take delivery of ordered goods after the agreed date of taking delivery, the risk from this date shall be entirely for the other party.
However, if more than 30 days have passed after the agreed date of taking delivery without taking delivery, the order shall be deemed cancelled by the other party.
In such case, the other party shall be obliged to pay any damage to be suffered by the user as a result.
10. Unnecessary transport and other costs incurred as a result of the fact that goods cannot be delivered shall be for the account of the other party and shall be immediately due and payable.
ARTICLE 5: DELIVERY ON CALL
With respect to goods sold on call, the following provisions shall also apply:
1. With regard to goods which are delivered on call, the other party shall be obliged to take delivery of such goods as far as possible in equal parts and instalments, within the period stipulated for the total delivery.
2. The last call must be specified to the user no later than 2 weeks before the expiry of the period stipulated for the total delivery.
Failing this, the other party shall be in default by operation of law.
User shall then be entitled:
a.
to regard the agreement as dissolved, without any notice of default or judicial intervention being required, whereby the user shall be entitled to charge 25% of the unpaid part of the claim as compensation for damages, without prejudice to the user’s right to compensation for the damage actually suffered;
b. to demand dissolution;
c. to demand immediate performance, possibly accompanied by compensation for damages, and to demand the necessary securities.
ARTICLE 6: RETENTION OF TITLE
1. User remains owner of the goods delivered by user to other party as long as the other party has not fulfilled all its obligations, on any account whatsoever.
2. The other party shall be obliged, as long as the other party has not fulfilled its obligations as referred to in paragraph 1, to store these in an effective manner and to protect them against damage or loss, as well as to ensure proper and sufficient insurance.
With regard to these goods, the other party is obliged to exercise such care as is befitting a prudent man.
3. The other party is obliged, in case his bankruptcy is applied for, if a suspension of payment is applied for, if debt restructuring is declared applicable to him, or in case of attachment, to immediately inform user
.
In each of these cases, as well as if the other party is in default, the user is entitled to take back the goods delivered to the other party, irrespective of where they are located.
The other party is obliged to inform the user where the goods are located.
In addition, user shall, where appropriate, be entitled to dissolve the agreement.
4. The other party is not authorized to dispose of said goods or to encumber them in any way with security for the benefit of third parties.
ARTICLE 7: WARRANTIES, LIMITATIONS OF LIABILITY AND COMPLAINTS
1. User guarantees the good quality of the goods or services delivered.
2. The compensation by the user for any damage suffered by the other party shall never be higher than the invoice value of the goods delivered or services provided to which the complaint relates and shall at all times be limited to the total of the amounts of the excess of the user’s liability insurance and the payment made by this insurer, if this is lower than the invoice value.
3. User guarantees the quality of the products used and employed by user.
With respect to these products used by user, user guarantees them as far as the manufacturer’s guarantee extends.
The User is not liable for damage caused as a result of manufacturing faults by the manufacturer, nor as a result of improper use by the Other Party.
The other party is obliged to follow any instructions given in full on penalty of forfeiting any rights it may have.
4. User is not liable for damages suffered by the other party and/or third parties that arise if the user has to perform work, whereby, despite user expertise, this damage could not be foreseen and is the result of causes beyond user’s control.
5. The other party must take all those measures that prevent the occurrence of damage to goods or persons in the absence of which such damage will be entirely at the expense of the other party.
6. The other party is obliged, insofar as it is in his/her power to remove all obstacles, as well as to inform the user about circumstances that may result in the user not being able to fulfill the order within the agreed time, as well as to carry out the order without damage.
7. Except for user’s guarantee obligations, described in this article, user shall never be liable for any damage, however called.
The user shall never be liable for other or further claims, including compensation for costs, damage and interest on account of personal accidents, damage to movable or immovable property or goods, or prejudice to business interests and trading loss, whether caused directly or indirectly to the other party or third parties.
8. The other party shall be obliged to indemnify and compensate the user for all costs, damage and interest, which may arise for the user as a direct result of claims from third parties against the user in respect of incidents, acts or omissions, for which the user is not liable towards the other party by virtue of these terms and conditions, due to infringement of patents or licenses of third parties or due to the use of data, which are used by the user and have been provided by the other party for the execution of the order.
9. Any complaints must be made in writing, within 8 days of receipt of the goods/services.
The other party who has not properly examined the delivered goods/services for their soundness within 8 days of receipt thereof, shall be deemed to have approved the delivery.
10. The other party shall under no circumstances be able to assert any claims against the user after the other party has either put part of the delivered goods into use, processed or treated them, or has had them put into use, processed or treated, or has delivered them on to third parties.
11. If the other party has not objected to the calculated price in writing within 8 days of receiving the invoice, it shall be deemed to have approved it.
ARTICLE 8: FORCE MAJEURE
1. For this purpose force majeure shall be understood to mean: Every circumstance independent of the will of the parties as a result of which fulfillment of the agreement can no longer reasonably be demanded of the user by the other party.
Force majeure shall in any case include labour unrest at third parties or among its own staff, transport difficulties, non-fulfilment of their obligations by suppliers, measures taken by national or foreign governments or fire and/or loss of goods to be delivered or processed.
2. If in user’s judgment the force majeure shall be of a temporary nature, user shall have the right to suspend the execution of the agreement for as long as necessary, until the circumstance causing the force majeure no longer occurs.
3. If, in the opinion of users, the force majeure situation is of a permanent nature, the parties may make an arrangement about the dissolution of the agreement and related consequences.
4. User shall be entitled to claim payment for the performance made in the execution of the relevant agreement before the force majeure-causing circumstance became apparent.
ARTICLE 9: PAYMENT
1. Payment must be made within 14 days of the invoice date.
The other party is not entitled to deduct any amount from the agreed price on account of a counterclaim made by it.
2. For large deliveries, the user is entitled, at its discretion, to require advance payment or security.
The user shall at all times exercise this right if it is suspected that the other party is not or will not fulfill its obligations.
In addition, in the event of partial deliveries as referred to in Art. 5 paragraph 1, the user shall be entitled to send partial invoices.
3. If the other party fails to meet its payment obligations in time, it shall be deemed to be in default by operation of law simply by exceeding the agreed payment term.
Without prejudice to its other rights and without notice of default, the User shall be entitled to charge statutory interest plus 1% penalty interest on the overdue installments or payments.
The interest will be calculated on each month or part thereof, counting from the due date(s).
4. Complaints do not give the other party the right to refuse or suspend payments.
5. If payment must be effected by engaging third parties, the resulting costs shall be borne by the other party.
This means that the defaulting party shall owe an immediately payable sum equal to 15% of the invoice amount or the actual collection costs, without prejudice to any litigation costs.
6. User reserves the right not to execute orders or not to continue executing orders if previous deliveries have not been paid by the other party within the agreed payment terms.
The User shall not be liable for any damage suffered by the Other Party as a result of this non-delivery.
This provision also applies to subsequent partial deliveries if previous partial deliveries under the same agreement have not been paid in time.
ARTICLE 10: AMENDMENTS/ADDITIONS.
1. Amendments or supplements to these terms and conditions are valid only insofar as they have been agreed in writing.
2. In the event of nullity of one or more provisions of these terms and conditions, the remaining provisions shall remain in force.
3. The parties will consult on the void provisions in order to reach a substitute valid arrangement, in such a way that the purport of the agreement is preserved.
ARTICLE 11: AMENDMENT OF LEGAL PERSONALITY
These terms and conditions will remain in force even if the one applying them adopts a different legal personality in the future, if that was the case at the time of filing.
ARTICLE 12: DISPUTES
1. All disputes shall be submitted to the competent civil court within the district where user is established.
2. A dispute is present if either party so declares.
3. Dutch law shall apply to all agreements and disputes arising therefrom or related thereto.
4. If these conditions are available in several languages, the Dutch version shall be decisive.