Over All-Care
  • General
    • These general conditions form part of any sales agreement made between the vendor and the purchaser or any other agreement of which the supply of goods form part, unless expressly agreed otherwise in writing.
    • The applicability of any conditions used by the purchaser are hereby excluded, unless agreed otherwise in writing. Should there be any discrepancy in latter case between the present conditions and the conditions employed by the purchaser, the present conditions are to prevail.

 

  • Tenders / orders
    • All tenders, made in whatever form, are without obligation unless agreed otherwise in writing
    • Orders are only then binding on the vendor when they have been confirmed in writing by the vendor or on the actual execution thereof.
    • The vendor can determine a reasonable minimum size of the order until delivery.

 

  • Weight, quality and advice
    • the vendor has the right to supply 10% more or less of the agreed quantity and to invoice it, in which case the measurements and weights of the vendor are to be regarded as binding
    • The vendor grants no single express or implicit guarantee apart from the fact that the goods sold, at the time that these leave the factory or warehouse of the vendor, meet the norms that are valid for the sale of such goods, including the knowledge of the specifications made available by the vendor to the purchaser.
    • Processing, application and other advice, as also supervision and instructions do not lay on the vendor any obligation for the execution and the final result. Every liability in this case hereby excluded.

 

  • Prices
    • All prices are valid excluding value added tax, unless agreed otherwise.
    • Should no price have been expressly agreed on the realization of the agreement, the price is valid as stated in the price catalogue or circular valid at the time of the order.
    • Any packing included in the sale price is not refundable.
    • Any pallets included in the sale price are not refundable.

 

  • VAT registration number
    • The parties are mutually obliged to give to the other the correct VAT number and to give immediate mention of any alteration to it.
    • Should the purchaser not observe the obligations stated in A, the purchase price will automatically be increased by the VAT and other amounts to the extent that the vendor is liable to pay them as a consequence of this non-observance. The retention of title of the vendor also includes this obligation to pay.
    • Without prejudice to suspension or other rights, the vendor has the right to suspend all further deliveries until such time as the purchaser has me the obligations stated in clauses A and B.
    • Should the vendor not observe the obligation referred to in clause A, the vendor is to recompense the purchaser for the VAT and other sums to the extent that the purchaser owes them as a consequence of such non-observance  

 

  • Price increases

The vendor is entitled to increase the price if after a tender has been brought out,regarding the realization of the agreement the cost of raw materials or aids, expressed   in the currency of the agreed price, are subject to increase.
b.   Raw materials and aids are in any case taken to include: electricity goods that the vendor obtains from third parties, wages, salaries, part, social charges, charges of the authorities, freight cost and insurance premiums.

7.  Delivery / periods of delivery

a.  The delivery of goods occurs from the warehouse unless agreed otherwise in writing. If it is agreed to carriage paid that is never to mean more than that the freight is for the account of the vendor to the unloading bay of the purchaser.
b.  The delivery address is to be reasonably accessible for such means of transport, which are normally used by suppliers. The purchaser is to ensure sufficient loading and unloading facilities at the delivery address. The purchaser is to make available at no charge sufficient personnel and (mechanical) aids to unload the goods and the loading of any return freight. The purchaser is to do all possible to ensure that the waiting period between the time of report of arrival at the delivery address and the time at which the unloading of the goods delivered can be commenced should be reduced to a minimum.
c.   the sole contravention of the agreed term of delivery is not to result in default by the vendor. The purchaser is entitled to request in such cases that the delivery should still be made within a reasonable period, on default of which, excepting that determined in article 12, the purchaser is entitled to rescind the contract unilaterally by registered letter with regard to the part not executed. The purchaser does not have this right if he is in default on his side.
d.   The vendor has the right at all times to deliver the goods cash on delivery or to require payment in advance or a guarantee in the form requested by him.
e.   Return deliveries are only then permitted if the vendor has expressly permitted the same in writing.
f.    The vendor is entitled to supply deliveries in installments and to invoice them, unless otherwise agreed in writing.

8.   Complaints

a.   Should the goods supplied by the vendor clearly not respond to the agreement, the purchaser is required to complain immediately.
b.   If a timely complaint is not lodged, the purchaser loses his claims on the vendor and the delivery is regarded as unconditionally accepted. Should the purchaser make a timely complaint, he must be able to show that the deficiency already existed at the time of delivery; the vendor will only be obliged to make a substitute lot available to the purchaser. At the personal choice of the vendor the vendor may repay the amount already paid for such goods or credit the purchaser for the amount charged for such goods.
c.   Complaints by telephone are to be confirmed in writing within the period stated in
8.1 on submittal of evidence, samples, quotation of product numbers etc.
d.  Every right of complaint lapses on alteration of the nature, the compositon or the packaging of the product by the purchaser or by third parties.
e. The purchaser does not have the right to complain based on the fact that the goods supplied by the vendor do not possess the qualities required by him for the desired use, unless the purchaser on entering into the agreement has made known to the vendor in writing that the goods are to possess such properties and that the vendor has guaranteed these qualities in writing.

9.   Payment

a.   Payment is to be made within the period stated on the invoice.
b.   Any differences between the purchaser and the vendor regarding quality or on any other matter regarding complaints received from the purchaser do not give the right to suspension of payment.
c.   In case of payment not being made on time the purchaser is required to pay the statutory interest and is bound to recompense all the extra-judicial cost regarding collecton of any accounts outstanding to a minimum of 15 % of the amount outstanding increased by any interest owing. The vendor is to determine himself at all times to which outstanding invoice of the purchaser any payment is to be attributed.

10  Risk / retention of title

a    The risk regarding damage or loss of the goods delivered and of any damage arising there from is to be tranferred to the purchaser immediately on delivery.
b.   All goods supplied by the vendor remain the property of the vendor himself until the purchaser has settled the account. The purchaser is however entitled to sell the goods or process them within his own management, on the condition that the purchaser has informed his entire content of this article. The vendor is always entitled to desire that the purchaser should only sell or deliver the goods after the purchaser has given a non-possessory lien for the benefit of the vendor on the goods supplied. As soon as the vendor has made such known to the purchaser there is automatic suspension of the qualification as referred to in the second sentence of this clause section.
c.   Should the purchaser be negligent towards the vendor in the correct and/or timely observation of one or more of his obligations, the qualification referred to in the previous section is automatically to laps. It comes into force once more with retroactive force once the other party has met his overdue obligations.
d.   The purchaser is never entitled to mortgage and/or surrender them.


11. Duty to exert due care

a.   The purchaser undertakes to treat the goods with due care and in accordance with the instructions of the vendor and not to undertake any actions whereby the quality or the safety of the goods or the reputation of the brand names of the vendor are affected detrimentally

12. Observation/ Guarantee

a.   The vendor is to render good performance in accordance with the agreement and guarantees quality demands, which are reasonably set, considering the nature of the performance to be supplied.
b.   In the case of non-observation of reasonable performance the purchaser may request the vendor to repair the deficiency or defect, unless the shortcoming referred to is also due to the purchaser himself.
c.   The purchaser can request replacement of the performance supplied should deviation from such performance in accordance with the agreed performance justify such and the purchaser has taken care of that performed with due care as debtor.
d.   Regarding observation of that which is not fitting on the part of the vendor is not to include slight deviation in measurement/number, slight colour differences.

13. Liability

a.   Every liability of the vendor for damage, extra-contractual liability included, is limited to amount of the net value of the invoice of the deficient goods supplied.
b.   Should the limit of liability of the vendor contained in article 13.a, or any claim to it, not be accepted by the court, then is the liability of the vendor limited to the damage to the property of the purchaser and any injuries.
c.   The vendor is never liable for damage to the company, including damage to turnover, loss of profit or damage to the good will.
d    The purchaser indemnifies the vendor for claims of third parties regarding damage, which arises from goods supplied by the vendor or otherwise connected to the agreement made between the purchaser and the vendor.
e    Net invoice value is taken to mean the amount charged for goods not delivered or which were not sound, less the cost of packaging, before value added tax and after subtraction of any reductions.

14. Force majeure

a.   Should the vendor, as a consequence of any reason not be in a position to meet his duty to deliver, then the vendor is entitled to suspend the delivery of the goods without being in default until such time as the circumstances beyond his control are terminated.
b.   Should the circumstances beyond his control last longer than one month, both the vendor and the purchaser are entitled to terminate the agreement unilaterrally by notificationto the other party with regard to that part of if not executed without the intervention of any judiciary.
c.   Circumstances beyond one’s control are taken to include in any case: war, revolution, disturbances, fire, state of the elements, flood, transport hindrances, illness, measures of the authorities including measures affecting import and export, failed crops, disturbance in the supply or provision of raw materials, energy or company necessities, including the default of suppliers from whom the vendor draws one thing and another, strikes, lack of or damage to machines, as also any other trouble in the business of the vendor.
d.   Furthermore cicumstances beyond one’s control are taken to inspective of the fact that this was to be anticipated at the time of realization of the agreement- which affects the observance of the agreement either temporalily or permanently or makes it considerably more difficult to expensive.
e.   That determined above also applies if there is talk of circumstances which are due to the personnel of the vendor.

15. Rescission

a.   The vendor is entitled, without any compensation being payable to the purchaser in such case, to terminate the agreement and all other  current agreements between the parties unilaterally, in whole or in part, without the intermediary of the law and to repossess the goods delivered if:

  • The purchaser is in arrears with payment of the purchase price or any other sum that he owes the vendor:
  • The latter has been declared to be in a state of bankruptcy or has requested suspension of payment

b.   in the case of the termination of the agreement on the grouds stated in the previous selection. Any claim that the vendor may have on the purchaser will be immediately claimable in its entirety.
c.   In the case of bankruptcy or of suspension of payment of the purchaser, the vendor is entitled, without there being any recompense due to the purchaser, to terminate the agreement and all other current agreements between the parties unilaterally without judicial intervention as regards that portion not executed. Article 13.b is of equal application.
d.   That determined in this article does not hinder the right of the terminating party to complete recompense for the damage suffered.

16  Disputes

  • The law of the Netherlands applies to all agreements made with the vendor, unless and to the extent that it has been agreed otherwise in writing.
  • The stipulation of the Uniform act regarding the international purchase of moveable physical affairs (LUVI, The Hague, 1 juli 1964) and the Treat of the United Nations regarding international purchase agreements ( CISG, Vienna, 11 April 1980) do not apply unless agreed otherwise in writing.
  • All disputes between the parties are to be brought before the competent judge of the district Arnhem.
  • The vendor nevertheless remains entitled to enter a claim to the judge who is competent according to law.