Terms and conditions van Zutphen B.V.
Article 1. Relevance
These General Conditions of Sale and Delivery apply to all legal relationships between Van Zutphen bv, established in Oirschot, and in its group companies, altogether and individually called "Van Zutphen "on the one hand and" buyer" on the other. These general conditions apply to all offers and agreements issued or signed by Van Zutphen. These general conditions apply to all subsequent quotations and agreements issued or signed with the same customer, whether linked or follow already made bids or contracts. Amendments or additions to these terms and conditions must explicitly by Van Zutphen and be confirmed in writing and shall apply only to such offer or agreement on the occasion of the release, or the conclusion of which the amendment or addition has been made.
Article 2. Offers and prices
All Van Zutphen quotations, offers and prices are without obligation and excluding VAT and excluding transport costs, unless explicitly agreed otherwise. Van Zutphen is authorized changes in cost, after confirmation of the order to charge to the customer. Unabated to the generality of this clause, it specifically applies to a change of import or export duties or other duties or taxes. The Van Zutphen images, catalogs, drawings or otherwise provided statements regarding size, capacity, performance or results of the machines, bind Van Zutphen not, they are considered to approximate their provided. Detail drawings need not be provided.
Article 3. Payment
A. Payment must be made at the offices of Van Zutphen in a way to be determined by it, and to be determined by currency, unless expressly agreed otherwise in writing.
B. When buyer does not pays within the period of 14 days , it shall be deemed, pursuant to Article 6:83 BW in default, so a default statement is not required. Van Zutphen is then entitled (further) execution of the agreement to suspend, without prejudice to its rights.
C. About the time that the opposite party in default, Van Zutphen on the amount owed a contractual interest rate of 1% per month to the customer charge.
D. Once the buyer is in default, Van Zutphen entitled without further notice of default to recover in the amount payable to it. Outside and all related court costs shall be borne by the buyer.
Article 4. Retention
As security for the full and proper performance of the obligations of the buyer, Van Zutphen retains title to the delivered goods until such time as the buyer of its obligations. Under obligations to this most pressing, obligations in respect of the consideration payable to Van Zutphen for:
A. under this Agreement delivered or to be delivered;
B. the claims for failure to comply with this agreement
If Van Zutphen claims against the purchaser possession on which an ownership reservation is made and claims against the buyer on which no reservation of ownership is made.
If the claims for which the ownership of the delivered goods is reserved entirely met by the customer, reserves Van Zutphen if it considers it appropriate, on the buyer. The customer is then in an immediately payable penalty of not for mitigation penalty of 50% of the net invoice amount for the supplied goods to which the property is subject, are required to cooperate in the establishment of this possessory pledge.
Until ownership of the goods delivered not to the customer is passed is not permitted delivered in ownership transfer, business or undertaking law encumber or dispose of, under whatever title and is obliged delivered as a good father and as recognizable property of Van Zutphen for this to keep separate and clearly identifiable save.
Until ownership of the goods delivered not to the customer is passed the customer allowed it delivered in the normal course of its business to adapt or process or to third parties to sell and transfer if it is in the case of resale the property of the delivered towards his customer reserves, or by him to Van Zutphen purchase price payable forthwith pay, respectively upon request by Van Zutphen this provides a pledge on the claim at buyer. Van Zutphen has the right to the property delivered to withdraw if and insofar as the buyer with the fulfillment of any obligation towards Van Zutphen defaults, or in the opinion of Van Zutphen in financial difficulties, while the buyer shall then provide such goods on first request of Van Zutphen promptly delivered to Van Zutphen return.
Article 5. Time of delivery
The stated delivery times are not binding and are in any case not applicable to force majeure of any kind. Van Zutphen accepts no liability for exceeding the deadline. Buyer is not entitled to exceed the delivery time to cancel the order or to dissolve the agreement or compliance with its obligations to suspend.
Article 6. Advertisements
Complaints must be made within 8 days after delivery date in writing to Van Zutphen be charged. If the complaint is valid then Van Zutphen to no other obligation than held to replacement or repair of the goods delivered. When the protest is unfounded, Van Zutphen entitled, if captured in each case need arises, the cost of following the falsely advertising submitted to the customer account.
Article 7. Shortcoming in the fulfillment of the obligation
If the buyer does not pays. not properly or timely fulfill any obligation under the agreement concluded with Zutphen might arise, and in case of bankruptcy, suspension of payments, suspension or liquidation of the company, of Zutphen the right to terminate the agreement on the unfulfilled portion as dissolved without any judicial intervention being required and of Zutphen the right to transfer, but unpaid goods to recover, without prejudice to its right to reimbursement of the costs. damages and interest. In those cases, it is any claim that user at the expense of the buyer becomes immediately due and payable. A right of complaint shall not suspend the payment obligation.
Article 8. Assembly, disassembly and preparation
All assembly, installation and setup work for the account and risk of the buyer, unless expressly agreed otherwise in writing.
Unless otherwise be deemed to have agreed, that the Delivery is deemed to be made "ex works" or "ex-factory".
Article 10. Circumstances beyond one’s control
Force majeure at this and are generally in respect of the implementation of the agreement means and includes all circumstances. whereby after arranging reasonableness and fairness-performance under this article timely performance Van this Agreement or any part thereof cannot be required.
If a case Van force majeure will Van Zutphen this to buyer messages among tasks of the reason and the probable duration of the force majeure. The time of delivery, the duration Van the delay caused by force majeure, be extended.
If the force majeure lasts longer than 6 weeks should take, either party has the right to declare the contract avoided, without having to indemnification are entitled. Any paid by installments will be refunded to the customer Van Zutphen. If Van Zutphen itself on exceeding the time of delivery cannot rely on force majeure, he loses his right increasing prices for all factors in any delay caused. Buyer has the right to declare the contract avoided or to claim fulfillment of the foregoing, however, not until he seller by registered letter or writ of default, which buyer to Zutphen a reasonable period will be set to still his obligations. When demand for compliance with delivery within 10 weeks after the above such reasonable period has not occurred, the contract is deemed to have been dissolved.
Article 11. guarantee
With regard to new machines is that of Zutphen only the factory to the customer passes with all terms and conditions as specified by the manufacturer. With regard to used equipment, materials or components is not guaranteed and will be delivered on site in the state in which they stand there. Buyer has all the business opportunity (do) approve. If things still used on factory rest then this warranty to the customer. Should the purchaser during the warranty period any repairs or changes without prior permission Van Zutphen perform, or allow others to perform or not to his payment obligations, then immediately void the warranty of Van Zutphen. The customer has no right to refuse payment on the ground that Van Zutphen guarantee obligation. not yet or not fully satisfied.
By the end of the warranty period ends any obligation to indemnify, any liability and any other obligation of Van Zutphen to the recipients.
Van Zutphen is not liable for defects or malfunctions wholly or partly attributable to improper or careless treatment by the customer or its personnel, or designated third parties, or changes, directions or repairs by third parties designated by or in respect of goods carried respectively given: Zutphen is not liable if it is good for other than normal business purposes is used or abnormally used, or if the customer is not strictly the Zutphen given company respectively operating instructions are fulfilled. Van Zutphen is not liable for any consequential damage and liability is explicitly relevant excluded. Buyer indemnifies of Zutphen. extent necessary for claims in this respect.
Article 12. Liability
The liability of Van Zutphen for all direct costs and damages, in any way related to or caused by an error or omission in the performance of the contract shall at all times be limited to the amount for which Van Zutphen themselves for such injurious events has ensured and which cover is actually granted, or, if not Van Zutphen against such harmful events has insured the amount for which entrepreneurs also similar to Van Zutphen usually commit herein. The other party is obliged Van Zutphen to indemnify and hold harmless for any costs, damages and interest for damages, arising out of claims by third parties in Van Zutphen.
Article 13. Cancel
If the other party cancels. it should 25% of the contract price to pay, plus reimbursement of the costs of materials and labor costs without prejudice to the multiple damages and / or costs incurred.
Article 14. Invalidity
A.The invalidity of any provision of these terms shall not affect the validity of the remaining terms and conditions.
B. If Van Zutphen not always the strict observance of these conditions does not entail that of Van Zutphen waive the right in any case to demand strict compliance.
Article 15. Disputes
At all between Van Zutphen and customer agreements concluded exclusively by Dutch law. All disputes arising out of or relating to the execution of this Agreement must be made before the competent court of the district in 's-Hertogenbosch.
Article 16 Deposit
These terms and conditions have been filed at the Chamber of Commerce and Industry South - East Brabant established in Eindhoven and the Clerk of the District Court of 's-Hertogenbosch.