Hansen Dranken BV - General terms and conditions for delivery and payment
Filed under deed number 42 I 2002
1. These terms and conditions apply to all agreements with Hansen Dranken BV unless previously agreed otherwise in writing.
2. These terms and conditions also apply to supplementary and follow-up agreements.
3. The applicability of the buyer's general terms and conditions is expressly rejected.
II. Establishment of the agreement
1. An agreement is concluded by means of an offer and acceptance.
2. An order is deemed to have been accepted if the seller has not informed the buyer of the contrary in writing within three working days of placing the order.
3. All price lists and quotations are free of obligation and valid during the period stated therein. Prices in price lists remain valid until Hansen Dranken BV announces new prices.
4. The buyer agrees to the conditions set by the seller if they accept the delivery.
III. Failure in the performance
1. In the event of a failure in the buyer's performance of the contract vis-à-vis the seller, the seller has the right to regard this shortcoming as having been committed in relation to all contracts concluded with the buyer.
2. In the event of a failure, the seller is entitled to partially maintain the agreement, but is not obliged to do so.
3. The seller is never liable for the consequences of any failure to perform for an amount higher than the invoice value of the goods purchased, regardless of the nature of the failure to perform and regardless of the nature of the consequences, except for bodily injury, illness, or death, in which case the liability is limited to the amount paid out by the seller's liability insurer.
IV. Delivery and transportation
1. Unless otherwise agreed, all deliveries will be made ‘free domicile’ in the manner that is cheapest for the seller. If the buyer wishes to have a different shipping method, the additional costs will be at their expense.
2. The shipment of the goods is at the seller's risk until delivery, unless the goods are collected by or on behalf of the buyer. In that case, the risk passes directly to the buyer.
3. The seller does not accept any liability for damage caused by or in connection with delay in delivery or late delivery, unless explicitly agreed otherwise in advance in writing.
4. The buyer is obliged to ensure sufficient loading and unloading facilities and the shortest possible waiting time for the delivery to be completed.
5. Delivery is deemed to have taken place as soon as the goods have been placed at the delivery address within the normal opening hours of the warehouse. If ordered goods have been offered for delivery, but this delivery has proved impossible, the seller is entitled to charge the costs of this to the buyer.
6. Delivery dates and times are only informative and are not intended to create deadlines, in which case the seller will automatically be in default after they have been exceeded.
V. Retention of title
1. The ownership of all goods delivered by the seller remains with the seller until all amounts owed by the buyer to the seller have been paid in full.
2. The buyer is not permitted to sell, pledge, pawn, or mortgage the goods delivered to them, nor to rent out, lend out, or remove them from their business in any way or title, until full payment of all amounts owed to the seller by the buyer has been made, unless they carry on a business as a reseller with the aim of selling the goods delivered. However, this right to sell lapses immediately if the payment term has expired, the buyer has applied for a suspension of payments, or has been declared bankrupt.
1. Packaging not intended for single use remains the property of the seller, unless otherwise stipulated in writing.
2. If packaging remains the property of the seller, the buyer is obliged to hand over the material to the seller.
3. The seller may set a time limit for the return within which the return must have taken place. In the event of late return, default will occur without the buyer having to be given notice of default.
VIl. Force majeure
1. In the event of force majeure, the execution of the agreement will be suspended.
2. The obligations of the other party will also be suspended if a party invokes force majeure.
3. If such suspension has lasted six months, the agreement can be dissolved by either of the parties by registered letter. In that case, the obligations under the agreement end, without the parties being able to claim damages or any other performance from each other. What has already been paid or performed pursuant to the agreement will then be settled pro rata between the parties.
VIII. Complaints and returns
1. All complaints about deliveries must be made in writing.
2. All complaints must be in the possession of the seller within 48 hours after receipt of the goods.
3. Any right to complain is void if the period referred to in paragraph 2 has been exceeded or if the goods have already been put into use.
4. Complaints that reach the seller after the term of at least the shelf life of the delivered goods, as well as complaints concerning processed, altered, or incorrectly stored goods, will not give rise to any compensation or replacement.
5. Return shipments without prior consultation with the seller are not permitted, unless otherwise agreed in writing.
6. If return shipments are made without valid reasons, all costs associated with the return shipment are at the expense of the buyer. In that case the seller has the right to keep the goods at the disposal of the buyer or to have them kept at the buyer's expense and risk.
7. If the complaint concerns returns for the crediting of goods, this can only take place with the written consent of the seller.
1. All payments must be made at the latest on the due date without any deduction unless expressly agreed otherwise between the parties.
2. The buyer is in default if the payment does not take place within the applicable payment term. A notice of default is not required for this.
3. Payment discounts linked to a term within which payment is to be made will lapse if the amount due is not paid within the term in question.
4. The date of payment is the value date of receipt of payment by the seller.
5. If payment is not made on time, the buyer will owe interest of ten per cent per annum from the due date until the day of full payment. The buyer will also owe all costs caused by late payment, without any further warning being required.
6. If the seller has placed the collection in the hands of a third party, the buyer will also owe extrajudicial costs. These extrajudicial costs amount to fifteen per cent of the principal sum excluding VAT and will amount to at least €100.
X. Applicable law and forum selection
1. All disputes with Hansen Dranken BV are governed by Dutch law. To the extent that the convention of the international sale of goods is applicable under Dutch law, the effect of that convention will be excluded.
2. The parties will submit all disputes in respect of which the choice of court has been allowed, in the first instance, for decision to the competent court in Roermond.