GENERAL CONDITIONS OF DELIVERY AND PAYMENT
Van Roij Fasteners Europe BV (Tradename: Eurofast)
Whose registered office is at Deurne, registered at the Eindhoven Chamber of Commerce, number 17086651
Clause 1: Applicability of these conditions
1. The conditions set out below apply to all sales and purchasing offers and agreements and services to be supplied within that framework, including consultancy. For the purpose of these conditions, the term buyer is given to mean the party commissioning such services.
2. It has been established between the buyer and us that once the applicability of the conditions below is agreed contractually then these conditions are also fully applicable to any future transactions.
3. In the event that the buyer refers to or has referred to his conditions, then the applicability of those conditions is hereby overridden.
Clause 2: Concluding and dissolving agreements
1. Our offers are without obligation unless otherwise stated. We have the right to retract an offer without obligation until three working days before commencement. We are not bound by prices stated in price-lists or advertisements. We are, however, bound by prices we state in an offer, in which case, we nevertheless have the right to correct any obvious errors.
2. An agreement with us is only deemed to have been concluded once we have accepted or confirmed an assignment or purchase in writing. In the absence of written confirmation the execution of the assignment granted to us is evidence of the conclusion of the agreement.
3. In the event that we dissolve the agreement due to a serious default on the part of the buyer, or the agreement is dissolved by the court based on our claim, then this dissolution is retrospective and has a real effect. In the event of a serious default on the part of the buyer we furthermore have the right to dissolve the current agreement between the buyer and us or to suspend the execution thereof. In this situation we can demand payment of all monies owed to us by the buyer forthwith, including all goods at buyer’s facilities and goods supplied
related to third parties subject to article 5 ( Retention of Title).
Clause 3: Delivery
1. The buyer is obliged to accept immediate delivery of the purchased goods and/or services offered as soon as it they are delivered or offered to him. Refusal to accept delivery does not release the buyer from his obligation to make payment. The buyer is not entitled to return goods unless we have given written permission to do so. The costs for return-shipments are for buyer’s account.
2. Agreed delivery times are not deadlines unless the contrary is expressly agreed in writing. In the event of late delivery we must be given written notice of default, whereby a reasonable period must be determined in consultation with us in which to fulfil our obligation.
3. The delivery time only applies once the agreement has been concluded, all information necessary for commencement of execution of the agreement is in our possession and any payment due pursuant to the conclusion of the agreement has been made.
4. We have the right to extend the agreed delivery times in writing without being liable for damages. In that case we are obliged to give the buyer notice of a date by which delivery will be made at the latest, wherever possible in the aforementioned notice. Buyer, however, has the right to state with good reason that delivery failing to take place within the period set by us is highly disadvantageous. If we cannot deny this statement fully or sufficiently, then we are obliged to deliver within the period , subject to be reasonable determined by him.
5. We have the right to deliver the goods to be delivered in part consignments on the condition that this takes place within the agreed time or within the extended period based on the two previous paragraphs.
6.. The goods to be delivered are at the risk of the buyer as soon as they leave our warehouse in the Netherlands. Delivery outside the Netherlands is at the risk of the buyer from the moment that the goods cross the border of the Netherlands. The exception to this condition is where we have expressly agreed to deliver free works. In that case, the goods are at our risk until the moment that they are delivered to the works. Nevertheless, unloading of the goods is at the risk of the buyer. Damages caused by or arising from war are at the buyer’s own risk at all times. If the buyer returns goods to us then they travel at all times at his risk. If the return takes place on the basis of a complaint then the cost of returning the goods is borne by the party who proves not to have right on his side.
Clause 4: Security
1. If, before or during the execution of the agreement, we receive clear indication of such diminished creditworthiness of the buyer that we have reasonable doubts as to the buyer’s ability to fulfil his obligations fully, then we have the right to demand that he provides (extra) security to be defined by us and/or to demand cash payment for deliveries to be made.
2. In the event that the buyer, despite notice of default, fails to meet our requirements, then we are entitled to dissolve without any claimed compensation either the entire agreement or that part that has not yet been executed or at own choice to defer the fulfilment of our obligations until payment has been made in full and/or demand the monies due to us from the buyer are paid in one lump sum. In making the choices referred to in this clause we are obliged to take those interests of the buyer known to us into account.
Clause 5: Retention of title
1. All deliveries are subject to retention of title. The title to goods delivered or to be delivered by us is only transferred to the buyer once all our claims, including those regarding default on the part of the buyer based on existing and future purchasing agreements as well as all claims due to activities carried out or to be carried out pursuant to such agreements, have been paid in full.
2. Title is not transferred to the buyer if we relinquish all claims on him. He gives us the irrevocable authority, in the event that a third party is holding the goods for him, to inform that party that they should henceforth hold the goods for us and that they should deliver them to us should we so wish.
3. The buyer may not use the goods covered by the retention of title as collateral or provide the goods in any other way as security for the payment of claims other than our own. In the event that the buyer ignores this restriction, he will be liable to a non negotiable penalty of 25% of the purchase price without prejudice to our right to damages should these exceed the amount of the penalty.
4. All supplied goods are subject to buyer’s normal business-operation nor can they be used as a payment-security. Buyer gives us the irrovocable authority or a third partie selected by us, in all situations where we have to cover our retention of title, to visit all premacies where our goods are stored and take back these goods.
5. In case any third party claims their retention of title or settles their right, buyer is obliged to inform us as soon as possible as reasonably can be expected.
Clause 6: Payment
1. Unless otherwise stated, our prices do not include VAT and/or other governmental taxes or freight, storage or security costs. In the event that those taxes and/or costs influencing the cost price of our products, such as purchasing prices to be paid by us and salaries paid, increase after conclusion of the agreement then we have the right – without prejudice to the rights granted to us by law – if delivery takes place more than two months after the conclusion of the agreement, to adjust the agreed price in accordance with those increases even if we have already invoiced the buyer. If governmental taxes – including VAT – should be increased then we are entitled to apply that increase forthwith.
2. Unless otherwise agreed, payment shall be made within 30 days of the date of invoice. Buyer has no right to cross-collateralise or postpone payment. We may revert to cross collateralisation by sending the buyer a specified account of the amount due to us. As soon as the payment term has elapsed the buyer is in breach, without having to be given notice of default, and is liable for interest from the due date on the total amount of the invoice including VAT in proportion to the statutory interest rate plus 2% annually until full and final payment. The amount on which statutory interest is charged will be increased at the end of each year by the interest due for that year. The place of payment is the office of our branch with which the sale has been concluded. Disputes concerning delivery do not affect the buyer’s obligation to make payment.
3. All extrajudicial and legal costs are due by the buyer to us in the event that he does not make full payment of any sum due to us. The aforementioned costs become due once we place the debt that is due and payable to us in the hands of a third party after a fruitless final demand. In the event that we take protective measures then a final demand for the amount due is not necessary. The extrajudicial costs are 10% of the amount payable, with a minimum of EUR 350.00 excluding VAT. In the event of legal proceedings, the buyer is obliged to reimburse our legal costs in full, even if these exceed the amount of the claim sustained by the court in this case. Furthermore, the buyer is liable for the costs relating to any buyer’s bankruptcy petition.
4. Payments will first be deducted from those debts to which we cannot apply the retention of title referred to in Clause Payments will subsequently be deducted first from costs due, then from interest due and finally from the most aged claims. The exception to that which is set out in this paragraph is when we inform the buyer in writing to the contrary within three working days from receipt of the payment, informing him of an alternative manner of assignment.
Clause 7: Force majeur
1. The result of force majeur on our part is that we – at our discretion – are not obliged to fulfil our contractual obligations and can dissolve that part of the agreement that has not yet been executed or suspend the fulfilment thereof without being liable to pay damages to the buyer. In making our decision we are obliged to take the known interests of the buyer into account.
2. Force majeur includes but is not limited to strikes and/or illness on the part of our personnel, default and/or force majeur on the part of our suppliers, transporters or other third parties involved in the agreement, traffic congestion, acts of God, natural disasters, war and/or mobilisation, impeding measures of any government, fire and other accidents in our company, insofar as (further) execution of the agreement cannot reasonably be expected of us due to these circumstances. We shall inform the buyer of any of the aforementioned circumstances as soon as they arise and inform him of how long the situation is expected to continue and the consequences related to such circumstances.
In case of damage due to late deliveries of orders within 24 hours or agreements for time deliveries, Eurofast can not be held liable for more than Euro 250,- per assignment. Proceeding claims for costs or losses due to these delays are excluded.
Clause 8: Liability
1. In the event that the terms set out in the following paragraph and the conditions of the agreement are complied with by the buyer, without prejudice to the defence allowed us by law we can be called upon to pay damages due to a serious default for a period of two years from the date of delivery. Any right of action against us is null and void in the event that and as soon as the goods delivered by us are not used in compliance with the norms prescribed by the government and applicable in accordance with common opinion as well as any instructions for use supplied by us and it has been established that this use has influenced the occurrence of the damage.
2. In the event that we admit a default or such is established in accordance with the previous clause then we have the right to inform the buyer that we will resupply the faulty goods free of charge and/or deliver those goods that are missing. If, after the aforementioned notice, we supply within a short time from such notice then this constitutes correct fulfilment of our obligation and the buyer has no right to claim damages. The exception to that which is set out in the previous sentence is the event in which it proves from the agreement and from information supplied to us in connection with the agreement that later delivery is highly disadvantageous for the buyer or the buyer has, prior to such notice, dissolved the agreement in a lawful manner out of court and/or has filed a claim for dissolution, which has been sustained.
3. In the event that, as a result of the execution of the agreement, it proves that we are in serious default and that we are liable for damages based on that which is set out in these conditions, our obligation to pay damages is, in the event of financial loss, limited at all times to a maximum of the amount of the price agreed with the buyer, excluding VAT. In the event that any other damage is suffered then our liability is limited to the amount payable based on our liability insurance. If required we can send the buyer by return of post and free of charge an excerpt of the conditions of the policy relevant to him. All further liability is excluded except on the grounds of conditions of obligatory provision.
Clause 9: Inspection and complaints
1. The delivered goods must always be inspected for quantity and the state of the packaging by the buyer immediately after receipt. In the event of any deviations, the buyer must inform us immediately, preferably by fax or e-mail. The aforementioned applies equally to defects found during processing. Furthermore, the buyer must inspect the goods thoroughly for any other defects from that which was agreed within seven working days of delivery and, if necessary, lodge a complaint in writing with us within this period.
2. In the event that any defects could not be detected within the terms referred to in the two previous paragraphs then the buyer must lodge a complaint with us within seven working days from the detection of such defects or within the time that he could reasonably have been expected to detect such defects. This rule also applies in the event that the goods lack a property that they should, according to us, possess or in the event that the defect relates to facts that we are or should be aware of and of which we have not informed the buyer.
3. We are not obliged to deal with complaints lodged after the terms referred to in this clause and/or after the term referred to in the previous clause of six months after the date of delivery. In that case, the buyer has no claim on us. Should we, nevertheless, deal with such a complaint then our efforts, unless expressly agreed otherwise, should be treated as courtesy without accepting any liability.
4. In the event that any complaint proves to have been lodged falsely and we have carried out activities and/or delivered goods within the framework of such complaint, then we have the right to charge such activities and/or goods to the buyer at the usual prices. In the event of a wrongful complaint, then he have the right to store any goods returned to us at the risk and expense of the buyer, possibly at the premises of third parties.
Clause 10: Conditions relating to guarantees
If we have agreed any guarantee with the buyer, this is shown by a proof of guarantee provided by us. In the event of a conflict with a term of these conditions, that which is set out in the proof of guarantee has precedence, on the understanding that the remaining terms of these conditions remain in force.
Clause 11: Consultancy, dimensions, weights and qualities
1. We accept no liability for advice provided by us. This is supplied entirely without obligation and free of charge. We do, however, accept liability up to the level referred to in Clause 8 in the event that, at the request of the buyer, we have investigated the situation at the place where the goods were used, received all relevant information from the buyer with or without it being requested and have given advice based on that situation and furthermore, in the event that we have given the buyer instructions without reservations for the use of the goods delivered and it is irrefutable clear that he has acted in this way.
2. Dimensions weights and qualities remain apply without obligation at all times, unless we expressly issue a written guarantee. Copyright on images, drawings and designs provided by us remain our exclusive property.
Article 12. Confidential information and personal data.
1. The parties are held to keep confidential information that they receive about the business of the other party secret. This also applies to hired third parties.
2. Information is confidential if this is indicated as such by one of the parties.
3. Eurofast is, as the controller within the meaning of the General Data Protection Regulation (hereinafter referred to as: the GDPR), responsible for the protection of personal data of which the use by Eurofast is required for the implementation of the agreement.
4. If Eurofast processes personal data of the customer then this takes place with the utmost care and diligence and in accordance with the GDPR.
5. Eurofast only uses the personal data to the extent that this is required to serve the customer. The personal data shall not be retained longer than permitted by law or required for the implementation of the agreement.
6. Eurofast takes technical and organisational measures to guarantee an appropriate level of security with regard to personal data, taking the state of the art and the nature of the processing into account.
Clause 13: Governing laws and competent judge
1. All agreements are governed by the laws of the Netherlands with the exception of the Treaty of the United Nations with regard to international sales agreements.
2. Without prejudice to the legal competence of the sub-district court, all disputes arising between the other party and us will be settled by the district court of ‘s Hertogenbosch.
Registered at the Chamber of Commerce Brabant (December 2020).