General terms and conditions
General terms and conditions
General Terms and Conditions All deliveries are executed in accordance with the general delivery conditions of the Dutch association of manufacturers of metal hardware and hand tools (“Vereniging Fabrikanten IJzerwaren en Gereedschappen – IJG”) filed with the court registry of The Hague District Court on 22 March 2001 under no. 38/2001.
Article I General
When these General Delivery Conditions are included in offers and contracts regarding the performance of deliveries by the contracted party, all provisions of these Conditions between the parties shall be in force insofar as the contracted party has not agreed in writing to the amendment(s) and/or supplement(s). Every reference by the client to its own purchase, tender or other terms and conditions shall not be accepted by the contracted party.
Article II Offers
Each offer issued by the contracted party is free of obligation. Information stated in catalogues, illustrations, drawings, standards sheets, weights and measures indications and the like are not binding, except to the extent that such has been stated expressly and in writing by the client.
Article III Contract
If the contract has been entered into in writing, the contract shall be concluded on the day on which the contract is signed by the contracted party or on the day on which the written confirmation of order is dispatched by the contracted party, respectively.
Article IV Price
The prices stated in the offer or confirmation of order, respectively, are exclusive of Dutch VAT and are based on the cost prices in effect at the time the offer or order confirmation is issued. If, after the date on which the contract is concluded, one or more of the cost price factors incurs an increase, even if this takes place as a result of foreseeable circumstances, the contracted party shall be entitled to raise the agreed price accordingly. Prices are based on delivery free domicile in the Netherlands, on the understanding that the contracted party shall charge a mark-up for orders less than NL:€350,- B: €550,- net (exclusive of Dutch turnover tax), whilst the freight costs shall be charged on separately. Stated prices are exclusive of Dutch turnover tax and any costs to be charged separately for packaging and administration. Only if that has been agreed to, packaging that has been calculated separately shall be taken back with the client credited for the sum charged therefor, provided this packaging is received by the contracted party carriage paid and in good condition within 30 days of the invoice date. Other packaging shall never be taken back.
Article V Delivery
Delivery takes place ex works in accordance with Incoterms in force on the date of the offer. The parties hereto may agree to the delivery of orders in instalments. In that case, the contracted party shall retain the right to invoice for these partial deliveries. In addition, the contracted party retains the right to deliver and to invoice for 5% more or less than the order constitutes. In the event of force majeure, the contracted party shall be entitled either to suspend the execution of the contract or to dissolve the contract in whole or in part without the client being able to derive any right therefrom for compensation. If the client fails to fulfil, fails to fulfil properly or fails to fulfil promptly any obligation arising for him from the contract concluded with the contracted party or from a contract related thereto or if it is open to serious doubt whether the client is able to fulfil its contractual obligations vis-à-vis the contracted party, the contracted party shall be entitled, without notice of default or judicial intervention, either to suspend the execution of the contract concluded with the client or to dissolve the contract in whole or in part, such without it being obliged to pay any compensation and without prejudice to the rights granted further to it. The term "force majeure" is understood in these General Terms and Conditions to mean each circumstance independent of the will of the contracted party – even if this was foreseeable at the time the contract was concluded – which prevents performance of the contract permanently or temporarily as well as, insofar as such has not already been understood to be included therein, war, the threat of war, civil war, riots, industrial action, lockout, transportation difficulties, fire and other disruptions in the company of the contracted party or its suppliers.
Article VI Delivery period
The delivery period shall commence on the date on which the order is accepted in writing. If at that time not all information required for the execution of the order has been issued by the client, the delivery period shall commence as soon as such is the case. Except for gross negligence on the part of the contracted party, exceeding the delivery period shall not give the client any right to full or partial dissolution of the contract, nor to any compensation or non-compliance with any obligation which might arise for it from any contract concluded with the contracted party. Exceeding the delivery period – for any reason whatsoever – shall not give the client any right without legal authorisation to perform or arrange for the performance of any activities regarding the execution of the contract. In respect of the delivery period, goods are considered to be delivered when they are ready for dispatch, the foregoing after the client has been notified thereof in writing.
Article VII Payment
Payment must take place within 1 month of the invoice date free of all deductions and without setoff. If the client does not pay within the agreed period of time, it shall be deemed to be in default by operation of law, and the contracted party shall, without any notice of default being required, have the right from the due date to charge it interest amounting to 4 percentage points above the statutory interest rate in effect in the Netherlands as well as all judicial and extrajudicial costs related to the collection of its claim. Without prejudice to the provisions in Article V, 1st paragraph and Article VI, 3rd paragraph, the ownership of the property delivered by the contracted party to the client shall only pass into the ownership of the client when all that which is owed to the contracted party by the client arising from deliveries or activities, including interest and costs, has been paid in full to the contracted party. The client is nevertheless entitled to sell and to deliver to third parties the property in the context of its normal business activities. In the event the foregoing is neglected, whatever the payment conditions shall be, the purchase price, including interest and costs, shall be immediately due and payable in full. The contracted party shall in this particular case be entitled to unhindered access to the property. The client shall render every assistance to the contracted party so as to give the contracted party the opportunity to exercise the retention of title contained in paragraph 3 by taking back the property.
Article VIII Claims
Claims regarding shortages, mistaken deliveries and externally observable defects must be made within 14 days of receipt of the property by the client. Exceeding this period of time shall result in the lapsing of each and any claim against the contracted party in this matter.
Article IX Guarantee
The contracted party shall at its discretion replace at no cost or repair property with non-externally observable defects of which the client proves that such defects are the direct result of the use of defective material or faulty workmanship, with due observance of the limitations set out in the following paragraphs. The guarantee described in paragraph 1 of this Article is limited to the defects referred to therein which occur within one year of delivery in the sense of Article VI, 3rd paragraph. Claims pursuant to the guarantee must be submitted immediately, but in any case within 14 days of the occurrence of a defect, as referred to in paragraph 1 of this Article, in writing to the contracted party. Exceeding this period of time shall result in the lapsing of each guarantee obligation of the contracted party. Property in respect of which a claim is made under the guarantee must be sent to the contracted party carriage paid after consultation with it. If the contracted party delivers new property for the purpose of fulfilling its guarantee obligations, the property originally delivered shall remain or become its property, respectively. Defects resulting from improper transport, storage, fitting, use, deficient maintenance or modifications made without the written consent of the contracted party – the foregoing on account of the client or third parties – are not covered by the guarantee. Using parts other than those delivered by the contracted party voids each claim under the guarantee.
Article X Liability
The liability of the contracted party arising from the contract is limited to fulfilment of the guarantee obligations described in Article IX of these Terms and Conditions. Except for gross negligence on the part of the contracted party and except as provided for in paragraph 1, all liability of the contracted party, such as consequential loss or other indirect loss, such as assembly costs, damage to persons or property, including loss of monies or other movable property, and loss resulting from liability vis-à-vis third parties, is excluded. The contracted party is consequently also not liable for: violation of patents, licences or other rights of third parties as a result of use of information furnished by or due to the client. The client is obliged to indemnify or compensate the contracted party as regards all claims of third parties for the compensation of damage, for which the liability of the contracted party in these Terms and Conditions is excluded in relation to the client.
Article XI Models, tools, stamps and dies
Models, tools, stamps and dies, which are manufactured especially for an order, shall remain the property of the contracted party, even if costs are charged therefor. If no orders relating to a specific item have been received and accepted by the contracted party for two years, it shall have the right to destroy the relevant models, tools, stamps and dies without notifying the client concerned thereof.
Article XII Applicable law and disputes
All contracts subject entirely or partially to these Terms and Conditions shall always be governed by Dutch law. To the extent that disputes which might arise further to a contract subject entirely or partially to these Terms and Conditions must be settled by the district court in connection with their nature or on the basis of the claimed amount, the district court in whose jurisdiction the contracted party has its registered office shall have exclusive jurisdiction to pronounce judgment on the matter.
2421 LZ Nieuwkoop
P.O. Box 1
2420 AA Nieuwkoop
phone:+31 (0)172 - 52 01 10
Fax: +31 (0)172 - 57 17 53