General conditions of sale and delivery of PUURgroenten locaded in Middenmeer.
ARTICLE 1: definitions and General.
1.1 In these general conditions the following terms in the following meaning, unless explicitly indicated otherwise:
Seller: the user of these terms and conditions, namely PUURgroenten, which aims, among other things, selling the business by PUURgroenten grown or produced.
Buyer: Seller of the other party, acting in the course of a profession or business.
Agreement: an agreement between seller and purchaser.
Owner: the owner of the goods supplied or sold by seller to Buyer, namely PUURgroenten that this has sold or delivered item grown or produced.
1.2 these terms and conditions apply to all tenders, offers, agreements and deliveries of the seller which Seller has declared the present terms and conditions applicable, as far as not contrary to the written agreements between seller and buyer. These conditions shall also apply to all agreements to which for the third-party implementation.
1.3 Any General (purchasing) conditions of buyer in addition to these terms and conditions shall apply only if the parties expressly agreed in writing. In the event of any inconsistency between the terms and conditions of buyer and these conditions, these conditions shall prevail.
1.4 if one or more provisions of these terms and conditions is null and void or destroyed, the
other provisions of these terms apply in full. Seller and buyer will in that case are required for new stipulations replacing the null and void conditions or to agree upon, which if and as far as possible, the purpose and intent of the original provision.
ARTICLE 2 Appraisal and Buyer representation.
2.1 quotations and offers of the seller are always without obligation and can only without derogations shall be accepted. Quotations and offers shall in any case be deemed to have been lapse if not accepted within a month.
2.2 the person who draws on behalf of Buyer explains by placing his signature, that he is authorized to represent Buyer and that all necessary formalities to be fulfilled.
ARTICLE 3 prices.
3.1 all prices are in Euro, exclusive of transport and packaging and inclusive of VAT. All taxes, surcharges, taxes, extra fee etc., which by (semi-) Government are imposed on Seller in respect the sold, shall be borne by buyer.
3.2 seller shall not be held to an agreement at a rate which is clearly based on a pressure-or write error.
3.3 verbal promises and agreements with employees of Seller's bind Seller only after and as far as they are by the respective seller's subordinate have been confirmed in writing.
ARTICLE 4 type of delivery, place of performance and risk.
4.1 the place of performance is per (buy) Agreement agreed. If it is not This Seller agreement, which as near as possible to the place of production, production or packaging.
4.2 if it is agreed that the transport of the goods sold by or on behalf of Seller happens, the delivery at the time of delivery of the sold on the agreed place.
4.3 When the sold by or on behalf of Seller for copper is stored, the delivery place when the sale is stored.
4.4 delay in delivery as far as within reasonable limits remaining, gives buyer will not right to terminate the agreement.
4.5 comes the risk of the sold for buyer from the moment of delivery of the sold and, if buyer does not cooperate on the supply, from the moment delivery is refused.
ARTICLE 5 delivered quantity.
5.1 the delivered quantity is in terms of quantity, weight, and by public or private law prescribed requirements, shall be deemed to meet respectively unless prescribed by buyer to deliver against evidence.
ARTICLE 6 delivery period.
6.1 Specified or agreed delivery times or dates are no deadlines. Absence shall take by formal notice of default. A reasonable time for performance shall be at least the in the industry of seller as reasonable deadline.
6.2 the specified or agreed delivery times or dates are based on the conclusion of the contract in force at the time of the working conditions, production expectations or timely delivery to the seller of the retailer ordered stocks, materials or components.
6.3 impossibility of delivery or exceeding the delivery period, regardless of the origin of goods, seller is not obliged to pay any compensation.
6.4 exceeding the delivery does not entitle the Buyer to terminate or buy to suspend its payment obligations in a timely manner or not.
ARTICLE 7 monitoring and complaint by Buyer after delivery term.
7.1 in the case of transport by Seller (as referred to in article 4 (2)) the buyer must check the delivered goods on replying to the agreement, namely:
a. whether the right things are delivered;
b. or the goods delivered meet the quality requirements for normal use or trading in accordance with the Dutch law; and
c. or the goods delivered in terms of quantity (number and amount of weight) correspond to the agreed. At variance in weight or quantity to 3% of the total is Seller no compensation. At variance in weight or amount of between 4 and 10 % of the total, Buyer accepts the delivered completely against proportional price reduction or increase.
7.2 complaints about defects, including deviations in quality or quantity, as soon as possible after the time at which the defects could reasonably be detected, but not later than 24 hours after the episode, be communicated to the seller and must then be confirmed in writing within 8 hours accompanied by photographs. Seller shall not be liable for defects not recognizable to fresh produce, unless buyer proves that seller or are producers thereof was or were.
7.3 If the delivery occurs in the sales room of seller buyer purchased Business check in accordance with paragraph 1 immediately after delivery. Acceptance of the work also means acceptance of the delivered quality and quantity.
7.4 If the goods are delivered with a third party, that this holds for the buyer, buyer is obliged to perform the inspection as referred to in paragraph 1 or to do run by the relevant holder and the terms are in accordance with article 7 paragraphs 1 and 2 apply from the mome NT by delivery to the holder.
7.5 in case of a defect, the buyer must keep the goods delivered in its entirety and seller or a third party designated by the seller the opportunity to inspect the delivered goods, unless the parties agree otherwise.
7.6 buyer should always carefully if a debtor for the preservation of the business.
7.7 the submission of a complaint does not release Buyer from its payment obligations
in accordance with article 8 of these terms, unless the complaint and a discharge from the
payment is accepted in writing by seller obligation.
7.8 in the event of justified complaints stood by seller, seller to take back the goods his choice against reimbursement of the purchase price, or replace the business. However, the buyer has no right to any compensation. Stood at well founded complaints, especially outside Europe, the costs of repossession and refund of the purchase price and/or replacement of the goods for account of the seller and for 50% and 50% for the account of the purchaser.
7.9 matters can only be returned by the buyer, after seller thereby gave written agreement. All returns are at the expense and risk of the buyer.
Article 8 payment.
8.1 Payment shall, not later than within 14 days after the invoice date to have been received by seller.
8.2 every payment on outstanding invoices shall be deemed to have been effected in settlement of the oldest open entries.
8.3 buyer has, whether or not he issued cheques, first then paid when the invoice amount is credited to the bank account of the seller. If the bijschrijvings-date exceeds the agreed term of payment, Seller has the right to this excess interest in the matter by means of an interest note.
8.4 the retailer in the context of court procedure costs incurred at failing in the fulfilment of the agreement shall be borne by buyer. Extra-judicial collection costs amount to at least 15% of the total amount with a minimum of €20.00. The interest due by the buyer in the event of late payment amounts to 1% of the invoice amount for each month or part of a month that the due date is exceeded.
8.5 buyer has never right to payment discount amounts, nor the right to, on whatever account, by subtracting the invoice amount to be paid or to set it off. Only seller's credit notes may be settled.
8.6 Complaints, preparation of credit notes or failure to perform by seller can never be a reason to the undisputed part of an invoice is not on time to pay. Article 8 paragraphs 3, 4 and 5 remain apply fully to this part.
8.7 In case of non payment of any amount due and payable, by request of suspension of payments, bankruptcy, winding-up of the company's DEBT RESTRUCTURING CASES, of copper or of seizure of the goods by buyer, Seller has the right to dissolve the agreement, or the still not executed part thereof, dissolve and not yet paid goods, without prejudice to the right to compensation for any loss of profits and/or ago (in) direct damage. In these cases, any claim by Seller on copper suddenly and immediately due and payable.
8.8 vendor shall always for (part of) the purchase price a bank guarantee or comparable security of copper desire.
Article 9 retention of title.
9.1 By Seller delivered goods remain the property of Owner until the time of full payment of all claims of seller Buyer under all agreements, including interest and costs.
9.2 the goods delivered under retention of title by the seller, which under the retention of title pursuant to paragraph 1 may only in the normal course of business-exercise of Buyer be resold.
9.3 the buyer insures the goods delivered subject to retention of title against theft and fire, explosion and water damage.
9.4 If the buyer does not fulfil his obligations or there are legitimate concerns that he will not do this, owns, or on behalf of this seller, entitled delivered goods which the retention of title referred to in paragraph 1 shall rest with the Buyer or third parties that matter for Buyer keep way to (do). Buyer and the holder for buyer are required to provide full cooperation to this end.
9.5 if third parties any right to wish to establish or goods delivered subject to retention of title, Seller, buyer required as soon as reasonably may be expected to inform it.
9.6 buyer undertakes to cooperate within reasonable limits to all measures on behalf of this seller, owner, or for the protection of his property right with respect to the goods delivered plans to implement.
Article 10 force majeure.
10.1 If a case of force majeure of a lasting nature occurs, seller shall be entitled without any obligation to compensate, to terminate the agreement with immediate effect.
10.2 If a case of force majeure is temporary occurs, seller shall be entitled without any obligation to compensate, to suspend the execution of the agreement or to terminate the agreement with immediate effect.
10.3 force majeure of temporary or permanent nature is in any case means all conditions that prevent the execution of the agreement, even though those circumstances foreseeable at the time of the conclusion of the agreement, such as storm damage and other weather conditions or its impact, fire, war, danger of war, State of siege, mobilization, hostilities, workers ' exclusion, lack of manpower, transport difficulties, export, import or transit bans, not or not timely delivery by our suppliers, stagnation in ports or in transportation, strikes and all other circumstances that seller reasonably not reasonably prevent.
Article 11 liability of seller.
11.1 Seller shall never be liable for damage in the event of force majeure. In addition, the seller shall only be liable for direct damages in cases of intent or gross negligence on the part of himself or his subordinates to a maximum of the amount printed on the invoice of the goods. Seller shall in no event be liable for any other damages whatsoever, including consequential loss and business interruption.
11.2 Buyer shall indemnify Seller for any claims of third parties the delivered.
Article 12 Rights Seller on default by buyer.
12.1 if the buyer not to his obligations as here defined, is the buyer in fail has seller has the right to suspend any further delivery and the agreement without legal intervention, by means of a written statement dissolve. Buyer is liable for all damage suffered by the seller, involving loss of profit, loss, product damage, costs, interest rates, transport costs, Commission, judicial and extrajudicial costs, and other directly or indirectly with the sale-related damage, or expense.
Article 13 Packaging.
13.1 Seller delivered Via packaging-such as pallets, containers, crates and boxes, which deposit is agreed and calculated, will always remain the property of Seller or its supplier and is returned against the prevailing at the time of return invoice price, possibly increased with a fixed compensation packaging according to the applicable and agreed settlement. The compromising cask must be so clean and fresh to ensure that it is suitable for fresh edible horticultural products.
13.2 when returning packaging via private means of transport of seller is responsible to return the packaging sorted ready for transport.
13.3 not through Seller delivered only packaging taken by Seller insofar as seller on packaging in its own product range.
Article 14 intellectual property rights.
14.1 seller reserves any rights of intellectual property (e.g. trademarks) related to products supplied by him expressly for.
14.2 the buyer may only delivered in the delivered package and resell capacity using any trademark or indication of seller.
14.3 the buyer may never complete with Affairs of other origin than delivered by seller, with the aim of this as one whole with the marks or indications of seller, to sell.
14.4 derogations from paragraphs 1, 2 and 3 are only allowed with prior written consent of seller, always containing a description of the allowed deviation and the time period for which the permission is valid.
Article 15 applicable law and choice of forum.
15.1 all agreements shall be exclusively governed by Dutch law. The applicability of the so-called Uniform Sale laws and the Vienna Sales Convention is expressly excluded.
15.2 In case of interpretation difference between a translation of these terms with the Dutch text of these terms and conditions, is the Dutch version.
15.3 all disputes relating to retailer released quotes or offers or agreements, will initially only be decided by the competent court (within the arrondissement) in the Hague (Netherlands). If the other party is a Dutch party and claim €5,000,-or less, apply by way of derogation from the above legal relative competency rules.