General Terms and Conditions Easy Sanitary Solutions B.V.
(Registered by office of the clerk of the court of Almelo, depotnumber: 35/2008)
These General Terms and Conditions apply to all our transactions. If and insofar as special terms and conditions are included for bathroom equipment in appendices to these General Terms and Conditions the provisions of the special terms and conditions prevail insofar as they derogate from or supplement the General Terms and Conditions. For the rest the General Terms and Conditions remain in full force.
Article 1. Agreements
1. All offers and price lists are subject to confirmation unless explicitly indicated otherwise.
2. Agreements concerning the delivery of items and/or services only become effective after written confirmation by vendor. If such confirmation is not forthcoming, the agreement will become effective after a period of fourteen days insofar as vendor has obviously accepted the agreement within that term. Agreements concluded by representatives of vendor or other intermediaries acting for vendor are not binding for the vendor until the vendor has explicitly confirmed the agreement to purchaser in writing.
3. If the correctness of the content of this written confirmation is also not disputed in writing within 8 days, vendor and purchaser are bound by it.
Article 2. Prices
1. All prices include VAT and apply as carriage paid unless otherwise agreed.
2. Even if vendor has made a binding offer, if after the date of offer one or more of the cost factors concerning the delivery undergoes amendment, the vendor is entitled to amend the agreed price accordingly.
Article 3. Delivery times
1. The delivery time will be indicated by the vendor as accurately as possible. Vendor is required to endeavour to perform within this indicated time period.
2. The purchaser is not entitled to any damages of any kind in the event that the indicated delivery time is exceeded, unless such has explicitly been agreed in writing or if this is the direct and immediate consequence of gross negligence or carelessness by the vendor.
3. The purchaser cannot cancel the order or refuse receipt and/or payment of the items if the delivery time is exceeded.
4. If the purchaser does refuse to take receipt of the lesser quantity or undelivered items, then vendor is entitled to store the items delivered elsewhere at purchaser’s expense, without prejudice to purchaser’s obligation to pay the agreed purchase price.
Article 4. Delivery and risk
1. If carriage paid delivery has been agreed, the items will be transported at vendor’s account and risk.
2. In all other cases the items will be transported at purchaser’s account and risk.
3. Vendor has the choice of means of transport.
4. When transport is at vendor’s risk, if damage and/or defects which can be established on arrival of the items is not directly noted on the pertaining road waybill, delivery note or similar document to be returned, vendor is not liable for them and purchaser is required to pay the purchase price.
5. The items are considered to have been delivered by vendor and accepted by purchaser; a/ for delivery from the warehouse as soon as the items are in or loaded on the transport means; b/ for carriage paid delivery: as soon as the items have been brought to and unloaded at the location.
6. For delivery carriage paid the vendor does not have to transport the items further than where the vehicle can drive over a site which is in good condition and has been made safe. Delivery always takes place next to the vehicle, whereas the purchaser is required to take receipt of the items there. Purchaser and vendor shall jointly take care of the unloading in such a manner that vendor can observe its obligation to unload as well as possible. If the purchaser fails to do so then the costs arising from this are fully for its account.
Article 5. Delivery on demand
1. In the event that delivery on demand has been agreed on without actual dates being set, the vendor is authorised, if not all items have been requested within three months after concluding the purchase agreement, to order the purchaser to name a term within which everything shall have been requested.
2. The term stated by the purchaser may not exceed a time period of three months counting from the day that the purchaser reasonably could have been informed of vendor’s demand.
3. The purchaser is required to comply with aforementioned demand; failure to do so means the vendor is authorised to dissolve the purchase without legal intervention and if desired to claim damages.
Article 6. Quantity
1. A road waybill, delivery note or similar document provided on delivery of items is deemed to correctly state the quantity of the delivered items unless the purchaser informs the vendor of its objections by marking them on the road waybill and/or delivery note immediately after receipt of the items.
2. Even if the purchaser timely reports to the vendor that it has received a lesser quantity than stated in the document referred to in the first section of this article, this does not entitle it to suspend payment.
Article 7. Properties, Quality and Complaints
1. Visible defects in the delivered items must be reported by purchaser immediately after receipt; this must be noted on the enclosed document and/or the road waybill/delivery note on delivery. Failure to so means that vendor does not have to deal with complaints on the matter. Vendor must be informed as soon as possible in writing of defects in the delivered items which cannot be established directly on receipt and in any case within 8 days of receipt. Minor deviations which are deemed admissible on the market and which are unavoidable do not provide grounds for a complaint.
2. If and insofar as it has been agreed that the properties will be according to a sample, the sample applies to establish the average properties of the items.
3. If in derogation to the provisions in section 2 delivery is not made based on the sample, then the provisions of the suppliers to vendor concerned apply to the properties and quality of the delivered items.
4. If and insofar as it has been agreed that they will be carried out according to specifications and/or that delivery in the colour and/or to the satisfaction of purchaser’s clients or construction management, the purchaser can only derive rights which extend further than elsewhere determined in these terms and conditions, if and insofar as the further reaching rights have been explicitly agreed on with the vendor and ensue from purchaser being bound to specification provisions, the content of which purchaser has informed vendor of in writing and in good time so that the vendor was able to take them into account in its offer.
5. In the event of defects in the delivered items purchaser only has claims against vendor insofar as the items have not been processed.
6. If the purchaser can make a claim according to the above provisions it does not entitle it to suspend payment.
Article 8. Liability
1. Vendor’s liability, as referred to in the above article, as well as any other liability arising from other facts or circumstances, is never greater than reimbursement of the invoice value or redelivery of items, such at purchaser’s discretion and insofar as vendor is able to deliver similar items.
2. The vendor is never liable for consequential damage and indirect trading loss, stagnation damage, delay to the construction, loss of orders, loss of profits, processing costs and the like.
3. In any case any claim to damages prescribes if it is not filed with vendor within one year of the event.
Article 9. Packaging
1. Packaging (packaging, pallets, and the like) used several times by the vendor for the supply and/or on behalf of the delivery will be charged separately on the invoice by the vendor at the same time as the delivered items.
2. The purchaser will be sent a credit note for returned packaging, as referred to in the first section, soon after receipt thereof by the vendor.
3. In derogation to the provisions in the previous sections, vendor owes no reimbursement for packaging returned in a bad condition.
Article 10. Returns
1. Returns will only be accepted if they were agreed on.
2. Damaged items and packed items, of which the packaging is missing or damaged may never be returned. Taking receipt of items sent by purchaser does not mean acknowledgement on vendor’s behalf of the error or shortcoming in the observance established by purchaser.
3. For returns vendor is entitled to charge costs of at least 25% of the corresponding invoice value.
Article 11. Force majeure
1. If due to a non-attributable shortcoming (force majeure), the vendor is unable to deliver or deliver normally, it shall be entitled to extend the delivery time with the duration of the force majeure or to cancel the order, insofar as it has not yet been carried out, without any obligation for the vendor to pay damages arising.
2. Force majeure shall include: war, uproar, riots, acts of war, strike and lock-down, natural disasters, gridlock in supplies, breakage of machines and/or tools, unavailability of transport, delay in supplies, government measures as well as any circumstance, whatever it may be, which makes it reasonably impossible for the vendor to deliver in a normal manner.
Article 12 Retention of title
1. The ownership of the items sold and delivered by vendor remains with the vendor until the purchaser has also met all obligations arising from similar agreements concluded previously or at a later date with vendor if the same type of items were delivered to purchaser by vendor with regard to which one or more invoices is still not paid, then the items present at purchaser of the same type shall be considered as unpaid for.
2. In the event of non-observance by purchaser of any obligation towards the vendor, the latter is entitled to declare the agreement dissolved and to take the items back without prior notification of default and legal intervention.
3. In the event as referred to in section 2 the vendor shall be entitled to unhindered access to the items, whereby purchaser, if the situation arises, agrees now to the obligation of affording the vendor all cooperation needed to exercise this retention of title by taking back the items delivered.
Article 13. Payment and furnishing security
1. The purchase price (including turnover tax), for the items delivered in accordance with the agreement is owed on the due date.
2a. The vendor may increase the amount on the invoice with a late payment surcharge of two percent. This surcharge is only owed by the purchaser if payment is made after the due date. The due date is the thirtieth day after the day on which delivery took place or, if later, the fifteenth day after the day on which the invoice in question was sent to purchaser.
2b. The purchaser who has not paid on the thirtieth day after the due date or not in full, is in default without any warning or notice of default being required and therefore owes interest over the due amount.
2c. The commercial interest, referred to in section 2b of this article, is charged from aforesaid thirtieth day until the time of full payment. The interest percentage is equivalent to the statutory interest, increased by two percent.
3a. If vendor does not employ a late payment surcharge, the due date is the thirtieth day after the day on which the delivery took place or, if later, the thirtieth day after the day on which the invoice in question was sent to purchaser.
3b. The purchaser who has not paid on the due date or not in full, is in default without any warning or notice of default being required and therefore owes interest over the due amount stated in article 2c.
4. All costs related to the collection of an unpaid invoice, both judicial and extrajudicial, are for purchaser’s account.
5. In any case the purchaser owes a fixed amount in costs, calculated according to the collection rate of the Netherlands Bar Association, as applicable at the time that the purchaser is in default. If vendor demonstrates that higher costs were incurred, which were reasonably necessary, purchaser must also reimburse these.
6. If reasons are present in vendor’s opinion, it is entitled at all times to demand that purchaser furnishes adequate security for payment. Failure to furnish such security gives the vendor the right to suspend delivery, even if delivery on demand has been agreed, or to dissolve the agreement without legal intervention and if desired to claim damages. The purchase price of items already delivered will then fall due.
Article 14. Deviating stipulations
Stipulations coming from purchaser, derogating from these General Terms and Conditions are only valid if accepted in writing by vendor.
Article 15. Applicable law / Disputes
All agreements entered into with vendor are governed by Dutch law whereby these General Terms and Conditions apply as a supplement and insofar as provisions of binding force do not dictate otherwise, apply as a derogation. Any disputes between purchaser and vendor shall be heard by the Court at Almelo.
Purchase terms and conditions
All aforementioned general sales and delivery terms and conditions apply even if vendor is purchasing, except to the extent that the provision in question does not apply in a purchase situation.