GENERAL TERMS AND CONDITIONS
Goedewaagen Gouda B.V., Nieuw – Buinen, The Netherlands
Article 1: applicability
- These general terms and conditions, hereafter ‘the conditions’, are applicable on all offers, agreements and deliveries between the private company Goedewaagen Gouda B.V. established in Nieuw-Buinen, hereafter ‘Goedewaagen’, and ‘Customer’, unless the parties in explicit writing state otherwise.
- In these conditions the ‘Customer’ stands for any (legal) person to whom Goedewaagen addressed an offer to, whom commissioned Goedewaagen to perform services or deliver business goods, or closed an agreement with Goedewaagen in any other form.
- Referral by the ‘Customer’ to its own purchase or general terms and conditions –mentioned anywhere- will not be accepted, unless Goedewaagen accepts the application of the general terms and conditions explicitly in writing.
- Upon the acceptance of offers, commissioning assignments and placing orders by the ‘Customer’, the ‘Customer’ acknowledges the applicability of the general terms and conditions.
Article 2: offers and quotations
- Unless stated explicitly otherwise in offers, all offers by Goedewaagen are noncommittal and are only valid during a period of 30 days after the date of offer.
- Orders, business deals and agreements are binding first, after they are confirmed in writing by an authorized person.
- Goedewaagen practices with precision in giving advice, making calculations, drawings and other services. Goedewaagen is in no way liable for the use of the given advices, made calculations and/or drawings.
- When closing an agreement Goedewaagen is entitled to require a payment up to 50% or require a payment of sufficient security. Refusal of paying a certain amount by the ‘Customer’ may result in rejecting the assignment.
- All specified prices apply to delivery ex warehouse, unless other is stated in writing. Prices exclude VAT and other taxes. Additional costs, such as packaging will be charged by Goedewaagen.
- Goedewaagen can in compliance with statutory provisions charge the ‘Customer’ due to unforeseen circumstances or increased costs after closing an agreement, however occurred before delivery. Such increases in price are no grounds to terminate the contract with Goedewaagen.
Article 3: delivery times
- Specified delivery times by Goedewaagen are not to be regarded as deadlines, unless it is differently agreed on explicitly in writing. In case of a not-in-time delivery the ‘Customer’ should give Goedewaagen a notice of default in writing –a registered letter – in compliance with a reasonable period of time so that Goedewaagen can follow up on the agreement.
- As soon as goods are ready to be picked up or delivered or the tasks that stem from the provision of services are completed, goods are considered to be delivered and services are considered to be provided.
- The ‘Customer’ is obligated to accept a delivery at an earlier time than specified by Goedewaagen. Goedewaagen can supply and deliver sold goods and invoices in parts.
Article 4: cancellations
- In the event of canceling the order or refusing to take off business by the ‘Customer’, the ‘Customer’ is obligated by Goedewaagen to reimburse the by now made costs, as well as paying at least one third of the placed order. Besides which, Goedewaagen remains the right to claim full compensation of the ‘Customer’.
Article 5: supremacy
- Supremacy is any circumstance that prevents the performance of an obligation, which is not attributable to Goedewaagen. Such circumstances include, but are not limited to strikes, a general lack of raw materials, unforeseen delays at suppliers, government’s measures, general disruptions in energy, damage due to weather, general transport issues and so forth.
- Goedewaagen may appeal to supremacy as well, if the circumstance prevents (further) fulfillment after Goedewaagen had to fulfill the commitment.
- During the state of supremacy, all obligations of Goedewaagen will be suspended without juridical intervention. If aforementioned period takes longer than three months, both parties can terminate the contract in compliance with the provisions of article 5d, without being liable for damages.
- If at the moment the circumstance of supremacy starts and Goedewaagen has partially fulfilled its obligations, Goedewaagen can invoice this feat separately, or deliver and invoice existing goods, to the extent that this in stock part has no independent value.
Article 6: risk and ownership
- The ‘Customer’ shall bear the risk for any damage to or by the delivered goods and/or provided services that may arise from the moment of delivery or the moment the transport starts. The ‘Customer’ is obligated to insure the aforementioned risk adequately.
- The ‘Customer’ is obligated to insure the delivered goods, from the moment of delivery to the moment of full payment, against usual risks and on normal conditions and keep them insured. The insurance is at the ‘Customer’ his own expenses.
- At request of the ‘Customer’ Royal Goedewaagen may take over the risk of fault during transport against a premium of 1.5% of the net value of the invoice paid by the ‘Customer’. But only if Goedewaagen packaged these goods and transport is not operated by or on behalf of the ‘Customer’.
- Delivered goods remain the property of Goedewaagen until the moment in which, pursuant the agreement, the provided services, delivered goods, services yet to provide and yet to be delivered goods, including interest and costs are paid by the ‘Customer’.
- Goedewaagen can in case of failure of timely payment, bankruptcy, suspension of payment or the death of the ‘Customer’ (natural person), terminate the agreement without notice of default or juridical intervention and withdraw the delivered and unpaid goods without compensation of any damage to be taken into account. In the latter case, the ‘Customer’ grants Goedewaagen unconditional permission to the delivered goods.
- The ‘Customer’ is not allowed to pledge the delivered goods or grant permission to third parties if the ‘Customer’ is not the owner of the delivered goods. Sales to third parties by the ‘Customer’ in the context of the usual course of business is allowed.
Article 7: complaints
- Complaints should be notified in writing to Goedewaagen within 8 days after delivery of goods, accomplishing of services or received invoices, with detailed specification of the nature and basis of the complaints.
- For complaints of defects which are not visible on delivery a period of three months applies, while the complaints have to be filed at Goedewaagen within 8 days after discovery as described in article 7a.
- After the aforementioned period has expired, the ‘Customer’ should have approved the delivered goods, provided services or the received invoices. Complaints after this period have expired and cannot be considered anymore.
- In case Goedewaagen finds a complaint legitimate, Goedewaagen is obligated to replace the faulty goods. Besides the replacement the ‘Customer’ has no right on any compensation, unless there has been deliberate or conscious guilt by Goedewaagen.
- In the case where Goedewaagen replaces goods based on article 7d, the replaced goods will become Goedewaagen’s property without further claims on any compensation by the ‘Customer’. In the case where the ‘Customer’ already used the replaced goods, Goedewaagen may charge a reasonable usage compensation.
Article 8: liability
- Goedewaagen is not liable for direct or indirect damage to people, goods or the business of the ‘Customer’ and/or third parties as a result of defects in delivered goods and/or services by Goedewaagen. However, if the damage is caused deliberately or due to gross negligence by Goedewaagen, its personnel or third parties which Goedewaagen needs in order to execute the agreement.
- The liability of Goedewaagen is thereby limited to the amount paid by the insurance, as far as the liability is covered by the insurance company. In case the insurance company does not offer any coverage or the insurance coverage does not occur, then Goedewaagen’s liability is limited to the price related to the goods or services.
- Goedewaagen is not liable for damage caused by stocking, trading and such of delivered goods which infringes any intellectual property right of a third party.
Article 9: payment
- Unless otherwise agreed, all deliveries shall be paid by cash or cash on delivery. If parties did not agree on cash payment, a term of payment applies within 8 days after the invoice date. Every term of payment serves as a deadline. In all cases payment is required to take place without discount or settlement. Payment should be made at the premises of Goedewaagen.
- Payments made by the ‘Customer’ settles firstly all interest and costs, as well as the settlement of the claimable invoices which have been open the longest, even if the ‘Customer’ states that the payment relates to a younger invoice.
- From the moment of default of the claimable amount the ‘Customer’ is obliged to pay an interest compensation of 1% per month. If the statutory interest rate (art. 6:119a BW) is higher, then the statutory interest rate must be paid.
- In case the ‘Customer’ is in default towards Goedewaagen, all reasonable costs will be settled. Reasonable costs are determined in accordance with Recommendation 2 of Commissie Voorwerk II.
- If Goedewaagen undertakes legal action in order to obtain payments, all costs for that are at the expenses of the ‘Customer’, even in the case that the legal costs of the judgment cannot be (entirely) assigned to Goedewaagen.
- In case of payment supremacy of the ‘Customer’, bankruptcy, suspension of payment, application of legal debt restructuring, strikes or transfer of the business by the ‘Customer’, all amounts receivable of Goedewaagen are entirely and instantly claimable. In that case Goedewaagen remains the right to terminate all agreements with the ‘Customer’ or to desire sufficient security for the fulfilment of the payment, without Goedewaagen being liable for damages towards the ‘Customer’.
Article 10: intellectual property
- All models, drawings and designs created and produced by Goedewaagen remain the property of Goedewaagen and cannot be reproduced by any other party, unless Goedewaagen has granted explicit written consent.
- The customer guarantees the respect for intellectual property rights of third parties if the customer provides goods or models for the production by Goedewaagen. If Goedewaagen is legally approached due to infringement of third party rights, then the ‘Customer’ indemnifies Goedewaagen for any resulting damage and costs that stem from that, including costs of legal aid which are necessary in the opinion of Goedewaagen.
- Tools which are used by Goedewaagen for the production of business purposes and are purchased at the expense of the customer, such as dies, stamps, models and other equipment, remain the property of Goedewaagen.
Article 11: applicable law and jurisdiction
- The agreement shall be governed by Dutch law.
- To the extent the law permits all disputes will be settled by the court in Assen.
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