General terms and conditions

Article 1. Applicability

1. These general terms and conditions apply to all our offers and to all agreements entered into by us concerning the sale of goods and services.
2. Where these terms and conditions refer to “client”, this shall be understood to mean any natural or legal person who is (or wishes to enter into) a contractual relationship with us by virtue of an agreement concluded with us.
3. These terms and conditions may only be deviated from in writing.
4. If the client also refers to (their) general terms and conditions, the terms and conditions first referred to shall apply to the agreement between the parties, unless expressly rejected other than in the general terms and conditions.
5. Where these terms and conditions refer to “delivery (of goods)”, this shall also include the performance of services and work of any kind.
6. If a situation arises between parties that is not covered by these general terms and conditions, this situation shall be assessed in the spirit of these general terms and conditions.

 

Article 2. Quotations

1. All our quotations are to be considered as invitations to the potential client to make an offer. They therefore do not bind us in any way, unless expressly and unequivocally (in writing) stated otherwise in the quotation itself. An order placed with us is considered an offer, which is only deemed to have been accepted by us upon written confirmation from our side (the so-called order confirmation).
2. The offers made by us include: designs, drawings, models, samples, descriptions, images, as well as any other attachments and documents relating to our offers. The entire offer, as well as any tools made by us in this regard, remains our property and must be returned to us upon first request. Furthermore, nothing may be copied and/or handed over to third parties without our express written consent. We reserve all existing rights that may arise from intellectual and industrial property.
3. If our quote relates to a specific order and if that order is not placed within the specified timeframe, we reserve the right to charge the client for the costs associated with the quote.
4. A composite quotation does not oblige us to perform part of the assignment at a corresponding part of the stated price. Offers or quotes are not automatically valid for future orders.
5. A deviation in the dimensions of the delivered goods compared to the offered items is permitted up to a maximum of 10% on the length measurement and +/- 1 cm on the offered diameter. Unless explicitly agreed otherwise in writing, the.

 

Article 3. Formation of contract

1. An agreement with us is only concluded when we have accepted an order placed with us in writing (including messages sent by telefax or electronically). An agreement is deemed to have been concluded at the moment we dispatch the order confirmation.
2. The order confirmation sent by us to the client is deemed to fully and accurately reflect the content of the agreement concluded. The client is deemed to agree with the content of our order confirmation, unless they notify us in writing within 5 days of the date of our order confirmation that they do not agree with the content, or sooner if this is desirable due to the start date of the work to be performed.
3. The client is responsible for the accuracy and completeness of the data provided to us, and shall be liable for it.
4. The client must take into account the usual tolerances and minor deviations with regard to the data, measurements, colours, quantities, and the like provided by us in our quotation, or forming part thereof. The items delivered by us may therefore deviate from the description in the order if and to the extent that it concerns minor differences in size, differences in quantity, and subordinate changes.

 

Article 4. Additional and reduced work

1. The work shall comprise only that which has been agreed in writing between the parties.
2. If, during the performance of this agreement, it appears that it is necessary to amend or supplement it for proper.
3. Changes to the order that incur higher costs than included in the original quotation will be charged extra to the client by the contractor.
4. Changes to the assignment may result in the original delivery time being exceeded or adjusted by the contractor. This does not give the client any right to compensation, nor is it grounds for the client to terminate the agreement.

Article 5. Prices

1. Our prices are exclusive of VAT and, unless expressly agreed otherwise in writing, exclusive of packaging, transport costs and other expenses.
2. The prices stated in quotations, contracts, and order confirmations are based on the cost factors applicable at the time the agreement is concluded, such as exchange rates, manufacturer prices, raw material and material prices, labour and

transport costs, insurance premiums, taxes, import duties and other government levies. We reserve the right to charge any increases in one or more of the cost factors to the client if these occur after the date on which the agreement was concluded. Furthermore, we are entitled in such a case to declare the agreement wholly or partly dissolved without legal intervention being required. The latter right shall also accrue to the principal, however, only if within 3 months of the conclusion of the contract we take the position that changes in costs result in an increase of the price stated in the order confirmation. If the principal exercises this right, he must invoke dissolution within 5 days of receiving the relevant communication from us by registered letter. Upon dissolution of the contract, the part of the order already delivered shall be reimbursed in accordance with the increased prices.

Article 6. Delivery Times

1. The delivery times stated by us shall commence on the day the agreement is concluded, provided that we are in possession of all information required for the execution of the order. Delivery times may be suspended by us if necessary information is not provided by the client. The client shall not be entitled to any compensation.
2. The delivery times specified by us shall never be considered as a final deadline, unless expressly agreed otherwise in the individual agreement. In the event of late delivery, we must therefore be formally notified in writing. In the event – contrary to the above – that a penalty for exceeding the delivery time has been expressly agreed in the individual agreement, this shall not be due if the delay in delivery is the result of the client's omission or force majeure. The client shall therefore not be entitled to any compensation for damages.
3. For products, delivery is ex-works. The client is obliged to accept the goods at the moment they are made available to them.
4. Products are considered delivered if they are ready for dispatch.
5. We are entitled to deliver a maximum of 20 percent more or less of the total quantity of goods ordered by the client.
6. The client is obliged to take delivery of the purchased goods within the agreed timeframe. In the event of failure to do so, we are entitled – at our discretion – to claim that the competent court releases us from our obligation to deliver the agreed goods, or to claim payment of the purchase price for the part not taken without prior notice of default. If the client fails to meet their payment obligation, we are entitled to terminate the agreement without court intervention. If the client claims payment of the purchase price in default, as described above, the goods shall be deemed delivered and we shall store them at the client's expense and risk, against reimbursement of all resulting costs.
7. Until delivery has taken place, products are at the contractor's expense and risk. After delivery, the products are at the client's expense and risk.
8. If the contractor is responsible for the shipment of products according to the agreement, the shipment will always be at the expense and risk of the client. This also applies if the carrier demands that all transport damage be included in the consignment notes, transport addresses, etc., as being at the contractor's expense and risk.
9. The method of transport, packaging and the like shall be determined reasonably by the contractor, without the contractor bearing any liability for this. If a client requests that goods be delivered in a manner other than the usual, any associated costs may be charged to the client.
10. If delivery is made in parts, we have the right to consider each delivery as a separate transaction. We have the right to suspend the parts belonging to the next phase until the client has approved the results of the preceding phase in writing.
11. If the delivery time is suspended for more than 2 weeks at the request of the client, any resulting extra costs will be charged to the client.

Article 7. Advertising by the client

1. Complaints from the client concerning defects that are externally visible must be brought to our attention by the client upon delivery, or at the latest within 8 days of the delivery date or invoice date. If complaints are not noted in writing upon completion, a complaint must be reported within the aforementioned 8 days by registered letter, containing a clear and precise description of the complaint and quoting the invoice with which the relevant items have been invoiced. The client is responsible for careful and timely inspection.
2. Defects that were not outwardly apparent at the time of delivery, nor could have been discovered through careful and timely inspection, must be reported to us by the client within 8 days of the discovery of these defects, in the manner stated in paragraph 1.
3. Any claim of the client against us relating to defects in the goods delivered by us expires if:

The defects have not been reported to us within the periods specified in paragraphs 1 and 2 and/or have not been reported to us in the manner indicated therein;

the client does not provide sufficient cooperation regarding an investigation into the merits of the complaints;

 the client has not properly prepared, handled, used, stored, or maintained the goods, or has used or handled them under circumstances or for purposes other than those foreseen by us;

the application of the use of the matters in respect of which the complaints have been expressed by the client continues;

the warranty period stated in the individual agreement has expired or, if no such period is stated, complaints are first made after a period of more than 12 months has elapsed since the delivery date;

 damage has arisen as a result of:

1. client's defaults in the maintenance of the supplied goods;
2. normal wear and tear of supplied goods as a result of daily use;
3. discolouration or deformation of the delivered goods due to the effect of light or other external influences.

Article 8. Liability

1. Except in cases of wilful misconduct or gross negligence on the part of the contractor, all liability of the contractor, such as for loss of business, other indirect damage and damage resulting from liability to third parties, is excluded.
2. The contractor's liability is limited to the invoice value of the assignment, or at least that part of the assignment to which the liability relates. In addition, the liability is at all times limited to a maximum of the amount of the payout to be provided by the insurer in that case. For an assignment with a term longer than three months, liability is further limited to the invoice amount due over the last three months.
3. If the client has carried out or had repairs and/or modifications carried out on goods supplied by the contractor without prior, express, and written consent, any warranty obligation of the contractor shall lapse.
4. If the validity of the complaints is established by the contractor and falls under the contractor's warranty obligation, the contractor shall be obliged, at their discretion, to:
5. (free) repair;
6. delivery of replacement goods, after receipt of the defective goods, or services;
7. repayment of the payment received or crediting of the invoice sent to the client with dissolution without court intervention of the concluded agreement, insofar as the payment, the invoice and the agreement relate to the defect;
8. compensation to be determined in consultation with the client, in a form other than that referred to above;
9. The contractor is not liable for infringement of patents, licences or other rights of third parties as a result of data provided by or on behalf of the client. Furthermore, the contractor is not liable for damage resulting from incorrectly provided data or data not provided, which the client should have understood to be important for the performance of the work.
10. The contractor shall not be liable for damage to or loss of raw materials, semi-finished products, models, tools, machinery and other items provided by the client, or for damage or loss caused by them. The client shall indemnify the contractor against all damage arising from the contractor's use of items belonging to the client.
11. The client is obliged to indemnify or hold harmless the contractor in respect of all third-party claims for compensation for damage for which liability is excluded under these general terms and conditions in the relationship with the client.

The contractor is authorised to dissolve the agreement if circumstances arise that make performance of the agreement impossible, or if other circumstances arise that are such that the contractor cannot reasonably be expected to maintain the agreement unchanged.

7. If the contractor suspends or terminates the agreement, they shall not be liable in any way for compensation of damage and costs arising from this.
8. If the termination is attributable to the principal, the contractor is entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.
9. The client is not permitted to return goods that are subject to a complaint. If this is done without the contractor's permission, all costs associated with the return will be borne by the client. In such cases, the contractor is also free to store the goods at the client's expense and risk.
10. In the event that the contractor enters into an agreement with two or more principals, each of these principals shall be jointly and severally liable for the full performance of all obligations arising from the agreement.

Article 9. Retention of Title and Security

1. Goods supplied by us remain our property until the full payment of all that the client owes us by virtue of, related to, or arising from the goods supplied by us. If we deem it necessary, we have the right to demand security from the client regarding the fulfilment of their obligations.
2. The client does not have the right to pledge the unpaid goods or goods that are our property, to establish a non-possessory pledge on them, or to establish any other real or personal right in favour of a third party on them.
3. If, as a result of processing or modification by the client, our ownership right in the goods supplied by us is lost, the client is obliged to immediately establish a non-possessory pledge on the goods resulting from the processing or modification for our benefit.
4. The goods supplied by us may only be resold or processed by the client within the scope of normal business operations.
5. We are at all times entitled to take back the goods that are located with the client (or third parties) but belong to us, as soon as we can reasonably assume that there is a real chance that the client will not fulfil their obligations. We also reserve the right to full compensation for damages.
6. The client is obliged to insure the risk of fire and theft with regard to the unpaid goods or goods belonging to us that are stored at their premises, and to demonstrate this insurance upon our request.

Article 10. Payment

1. Payment of amounts due must be made in euros and, unless otherwise agreed, must be made within 30 days of the invoice date. Payment shall be made without set-off to a bank account designated by the contractor.
2. If the client does not make full payment within the stipulated time, they shall be in default without requiring any further notice of default. In that event, we shall be entitled, if and to the extent there is sufficient connection with the client's non-compliance, to suspend the performance of all our obligations towards the client, without prejudice to all our rights under the applicable statutory provisions.
3. The contractor shall at all times have the right to demand advance payment of the total amount due from the client.
4. Payment terms are not linked to the delivery of products unless otherwise agreed.
5. If the client does not pay on time, they are deemed to be in default by operation of law and the contractor is entitled, without any notice of default, to charge the client interest on the instalments that have fallen due but have not yet been paid, at a rate of 3 percentage points above the statutory commercial interest rate applicable in the Netherlands at that time (as referred to in Article 6:119a of the Dutch Civil Code), without prejudice to any further rights accruing to the contractor, including the right to recover out-of-court collection costs from the client. The collection costs will be calculated based on the Voorwerk II report of the working group of the Dutch Association for the Judiciary concerning out-of-court costs, with a minimum of €150.
6. Payments are first used to offset out-of-court and court costs, then interest, and only thereafter reduce the outstanding invoice amounts, always offsetting the oldest invoice first.
7. The client is never entitled to set off any amount owed by them to the contractor.
8. Objections to the amount of an invoice do not suspend the obligation to pay. The client who cannot make use of Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
9. Should there be a significant deterioration in the client's financial position after the agreement has been concluded, but before the delivery of goods or the completion of work, we are entitled to withdraw from further performance of the agreement, in whole or in part, or to demand a modification of the payment terms.
10. If an order is cancelled by the Client for any reason within 30 days of the delivery date, we are entitled to charge the Client, in addition to the costs incurred up to that point, including the costs of third parties engaged, a cancellation fee equal to 30% of the original amount to be invoiced to the Buyer, all without prejudice to the right to full compensation for damages.

Article 11. Force Majeure

1. In the event of force majeure, this shall mean any circumstance beyond our control which is of such a nature that performance of the agreement cannot reasonably be required of us (non-attributable failures to perform). In addition to what is understood by law and jurisprudence, force majeure shall include: strikes, war, riots and hostilities of any kind, blockades, boycotts, extreme weather conditions, epidemics, shortage of raw materials, obstruction and interruption of transport facilities, disruptions in our business, import and export restrictions or prohibitions, hindrances caused by measures, laws or decisions of international, national and regional (government) bodies.
2. In the event that we are unable to fulfil our delivery obligation, or are unable to do so properly or on time, due to force majeure, we shall be entitled to consider the agreement, or the unexecuted part thereof, as dissolved, or to suspend it for a definite or indefinite period, at our discretion.
3. In case of force majeure, we are not liable for any damage. In the event of termination of the agreement, the delivered part of the assignment must be paid for according to the agreed prices.

Article 12. Governing Law

Dutch law shall exclusively apply to all offers made by us and to all agreements entered into by us.

Article 13. Dispute resolution

All disputes of any nature whatsoever relating to or arising from agreements entered into by us and deliveries carried out by us shall be settled by the competent court in the Netherlands.

Article 14. Void provision

If one or more provisions of these terms and conditions prove to be void or non-binding, the remaining provisions shall remain in full force and effect. The parties hereby undertake to replace the void or non-binding provisions with provisions that are not void and are binding, and which deviate as little as possible from the void and non-binding provisions, taking into account the purpose and intent of these terms and conditions.

Article 15. Place of finding and amendment

1. These terms and conditions have been filed with the Chamber of Commerce under number 63874180
2. The most recently filed version, or the version that was in effect at the time the legal relationship with the contractor was established, shall always apply.
3. The Dutch text of the general terms and conditions shall at all times be decisive for their interpretation.

General Terms and Conditions for Procurement and Subcontracting Van Biezen Hout Import BV

Article 1. Applicability

1. These general terms and conditions apply to all our offers and agreements concerning procurement and subcontracting.
2. Wherever these general terms and conditions refer to “contractor”, this shall be understood to mean any natural or legal person who is in a contractual relationship with us by virtue of an agreement concluded with us, or who wishes to enter into an agreement with us.
3. These terms and conditions may only be deviated from in writing.
4. If the contractor also refers to (his) general terms and conditions, the terms and conditions that were referred to first shall apply to the agreement between the parties, unless expressly rejected other than in the general terms and conditions.

Article 2 ‐ delivery‐(delivery) terms

1. The delivery shall be “Delivered Duty Paid” (DDP) to a place specified in the agreement. When interpreting

The delivery terms are determined by the most recent edition of the Incoterms, as published by the International Chamber of Commerce, at the time the agreement is concluded.

2. The Contractor shall deliver the goods on the date stated in the agreement, or on the last day of the period stated therein. This date or period shall be considered a strict and final delivery date or delivery period. A delivery period stated in the agreement shall commence on the day the agreement is concluded.
3. The Company has the right to dissolve the agreement, in whole or in part, in the event of complete or partial late delivery of the goods or complete or partial exceeding of other deadlines within which the Contractor must fulfil their obligations.
4. The Contractor is, at the request of the Company, obliged to deliver the goods on a later date than the agreed date and will make every effort to deliver the goods on an earlier date than the agreed date.

Article 3 ‐ Transport‐losing

1. The transport and unloading of goods shall be at the Contractor's expense and risk, in accordance with the provisions of Article 1, paragraph 1.
2. Immediately upon unloading the goods, the Contractor must present a delivery note for signature by a person authorised by the Company. The signing of the delivery note does not imply approval of the delivered goods and does not release the Contractor from any warranty and/or liability arising from the agreement concluded between the parties, in particular these General Terms and Conditions.

Article 4 ‐ packaging

1. The contractor shall pack the goods properly. He shall be liable for damage and costs caused by insufficient packing and/or damage to and/or destruction of this packaging.