GENERAL SALE CONDITIONS OF VADOTEX B.V.
1. The following conditions apply to all sales, offers and supplies. They are binding on both parties with the exclusion of other deviating conditions laid down by the buyer unless those conditions are accepted by the seller in writing. The placing of an order by the buyer implies that the buyer is aware of these conditions and accepts them without reservation.
2. All agreements concluded under the terms of these conditions shall be governed by Dutch Law. All disputes arising from such agreements shall be settled by the competent court in Maastricht. The seller may, however, elect to submit a dispute with the buyer for adjudication in the place where buyer's business is registered or where buyer is officially domiciled, and may elect whether or not the law of the country where the buyer is registered/domiciled shall apply.
3. All offers are without engagement unless otherwise agreed in writing.
4. Delivery and risks will transpire at the moment of transfer of the goods to a professional carrier, or, in the event that the goods are collected by the buyer or delivered by the seller, at the moment of receipt of the goods by the buyer or delivery to the buyer's warehouse or store. Deliveries are ex works. Outward customs clearance will be for seller's account. When delivery depends at buyer's call and the buyer fails to call the goods, the date of delivery shall be taken to be the last date of the agreed term of call/delivery.
5. Upon expiry of the (agreed) term or date of delivery a postdelivery term of 4 weeks automatically comes into effect.
6. The seller has the right to cancell all orders, either whollyor partly, at his own discretion and without judicial interventionof the legal authorities, or to demand payment in advancefor deliveries still to be made, if:
a. he is unable to cover or cover sufficiently the credit risks ensuring from the said order(s) with an insurer of his own choise;
b. the financial position of the buyer deteriorates before the order(s) has/have executed.
7. a. Claims are only valid if they are made in writing with aclear description of the complaint and are submitted to theseller within 2 weeks of receipt of the goods, and providedthe goods are still the state in which they were delivered.
b. Slight deviations in quality, colour, size, weight, finish, design, etc. permissible in the trade and/or technically unavoidable shall constitute no reason for complaint.
c. In the event of justifiable claims, the seller has the choice of either crediting the goods or repairing or replacing them within thirty days after receipt of the returned goods.
8.If the goods are not supplied, not supplied on time or not supplied correctly, the buyer may not claim damages unless the same are the consequence of a deliberate action or gross negligence on the part of the seller.
9. a. Payment of the purchase price shall be effected to an account to be indicated by the seller.
b. Payments are always taken as settlement of the oldest due receivables.
c. In the event of payment through a bank, the date of payment shall be deemed to be the date the due amount is credited to the seller's account. If payment is made by cheque, the date of payment shall be the date on which the cheque is cashed by the seller.
d. The buyer who has not paid by the due date at the latest, shall be deemed to be in default vis-à-vis the seller without any notice of default being required.
e. In the event of default of payment at the due date the buyer shall be required to pay the seller interest of 1,5% per
month or part of a month and in addition 15% of each invoiced amount not paid or not paid on time, with a minimum of € 125,00 per invoice, to cover damages and costs, and this notwithstanding any legal costs imposed on him by the judge.
f. If the buyer fails to pay on time, the seller shall be entitled to demand cash payment in advance for all deliveries
yet to be effected or to demand a guarantee that payment will be made on time. He shall also be entitled to cancel the contract, either wholly or partly, or to suspend further execution of the order until all due invoiced amounts have been settled.
10. All goods supplied remain property of the seller until all the invoices - including those not yet due – have been paid in full. For as long as the seller still has amounts receivable outstanding, he shall be entitled to recall the goods and the buyer is not entitled to transfer the seller's goods in any form whatsoever(including as surity) to third parties nor to give them to third parties on consignment.In the case of recalled goods,the buyer will be credited for the same at the market value of the said goods on the date of recall.
11. Circumstances of force majeure which delay or prevent thedeliveryof the goods shall relaese the seller from his dutyto make delivery on time and shall in no way be a reason to make the seller liable.By force majeure is understood, every circumstance beyond the seller's control, such as, but not exclusively: war, riots, strikes,government measures, events of any kind that disrupt seller's production, disruptions in the normal supply of raw materials and ancillaries to the seller, and hold-ups in the transport of the products by the means of transport chosen by the seller.