article 1. General
These terms and conditions apply to every offer, quotation and agreement between TEPE BOUWMATERIALEN BV, hereinafter referred to as: “Supplier”, and a Counterparty to which the Supplier has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing. .
These terms and conditions also apply to agreements with the Supplier, for the performance of which the Supplier must involve third parties.
These general terms and conditions have also been written for the employees of the Supplier and its management.
The applicability of any purchase or other conditions of the Other Party is explicitly rejected.
If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. The Supplier and the Other Party will then enter into consultation in order to agree on new provisions to replace the invalid or voided provisions, whereby the purpose and purport of the original provisions are observed as much as possible.
If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, the explanation must be "in the spirit" of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If the Supplier does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Supplier would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
article 2 Quotations and offers
All quotations and offers from the Supplier are without obligation, unless a term for acceptance is stated in the quotation. A quotation or offer lapses if the product to which the quotation or offer relates is no longer available in the meantime.
. The Supplier cannot be bound by its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, the Supplier is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the Supplier indicates otherwise.
. A composite quotation does not oblige the Supplier to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
article 3 Contract duration; delivery terms, implementation and amendment of the agreement
The agreement between the Supplier and the Other Party is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
If a term has been agreed or stated for the completion of certain activities or for the delivery of certain goods, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give the Supplier written notice of default. In doing so, the supplier must be offered a reasonable term to still execute the agreement.
If the Supplier requires information from the Other Party for the performance of the agreement, the implementation period will not commence until the Other Party has made these available to the Supplier correctly and completely.
Delivery takes place ex Supplier's company. The Other Party is obliged to purchase the goods when they are made available to him. If the Other Party refuses or fails to provide information or instructions necessary for the delivery, the Supplier is entitled to store the goods at the expense and risk of the Other Party.
The supplier has the right to have certain activities performed by third parties.
The supplier is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is performed in phases, the Supplier may suspend the performance of those parts that belong to a subsequent phase until the Wederp
the results of the preceding phase have been approved in writing.
If during the execution of the agreement it appears that it is necessary for a proper execution thereof to change or supplement it, then the parties will proceed to adapt the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities, etc., is changed and the agreement is changed in terms of quality and / or quantity as a result, this may also have consequences. for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. The Supplier will provide a quotation of this in advance as much as possible. The originally stated term of execution may also be changed by an amendment to the agreement. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is amended, including an addition, the Supplier is entitled to implement it only after approval has been given by the person authorized within the Supplier and the Other Party has agreed to the price and other conditions stated for the implementation, including including the time to be determined at that time when it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of the Supplier and is also not grounds for the Other Party to terminate the agreement. Without being in default, the Supplier can refuse a request to amend the agreement if this could have consequences in terms of quality and / or quantity, for example for the work to be performed or goods to be delivered in that context.
If the Other Party should be in default in the proper fulfillment of what it is obliged to do towards the Supplier, the Other Party is liable for all damage (including costs) on the part of the Supplier arising directly or indirectly.
If the Supplier agrees on a fixed price with the Other Party, the Supplier is nevertheless entitled at all times to increase this price without the Other Party being entitled to terminate the agreement for that reason, if the increase in the price results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
If the price increase other than as a result of an amendment to the agreement amounts to more than 10% and takes place within three months after the conclusion of the agreement, only the Counterparty that can rely on Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to the to dissolve the agreement by means of a written statement, unless the Supplier is then still willing to execute the agreement on the basis of what was originally agreed, or if the price increase arises from an authority or an obligation resting on the Supplier under the law or if it is stipulated that the delivery will take place longer than three months after the purchase.
Article 4 Suspension, dissolution and early termination of the agreement
The Supplier is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:
the Other Party does not, not fully or not timely fulfill its obligations under the agreement;
after the conclusion of the agreement, the Supplier becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
the Other Party was requested to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;
If, due to the delay on the part of the Other Party, the Supplier can no longer be expected to comply with the agreement under the originally agreed conditions, the Supplier is entitled to dissolve the agreement.
In addition, the Supplier is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of the Supplier. .
If the agreement is dissolved, the claims of the Supplier on the Other Party are immediately due and payable. If the Supplier suspends the fulfillment of the obligations, it retains its rights under the law and agreement.
If the Supplier suspends
g or dissolution proceeds, he is in no way obliged to compensate damage and costs arising in any way.
If the dissolution is attributable to the Other Party, the Supplier is entitled to compensation for the damage, including the costs, caused directly and indirectly.
If the Other Party does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, the Supplier is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Other Party, on account of non-performance, but is obliged to pay compensation or compensation.
If the agreement is terminated prematurely by the Supplier, the Supplier will, in consultation with the Other Party, arrange for the transfer of work still to be performed to third parties. This unless the cancellation is attributable to the Other Party. If the transfer of the work entails additional costs for the Supplier, these will be charged to the Other Party. The Other Party is obliged to pay these costs within the specified period, unless the Supplier indicates otherwise.
In the event of liquidation, of (application for) suspension of payments or bankruptcy, of seizure - if and insofar as the seizure is not lifted within three months - at the expense of the Counterparty, of debt rescheduling or any other circumstance whereby the Counterparty is no longer free disposes of its assets, the Supplier is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, the claims of the Supplier on the Other Party are immediately due and payable.
If the Other Party cancels a placed order in whole or in part, the items ordered or prepared for this, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. .
article 5 Force majeure
The Supplier is not obliged to fulfill any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that is not attributable to fault, and is not for its account by law, a legal act or generally accepted beliefs.
In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, on which the Supplier cannot exert influence, but which make the Supplier unable to fulfill its obligations . This includes strikes in the company of the Supplier or of third parties. The Supplier also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement occurs after the Supplier should have fulfilled its obligation.
During the period that the force majeure continues, the supplier can suspend the obligations under the agreement. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
Insofar as the Supplier has already partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the commencement of force majeure, and the part that has already been fulfilled or to be fulfilled, respectively, has independent value, the Supplier is entitled to separate the part already fulfilled or to be fulfilled respectively. to invoice. The Other Party is obliged to pay this invoice as if it were a separate agreement.
article 6 Payment and collection costs
Payment must be made within 7 days of the invoice date, in a manner to be indicated by the Supplier in the currency in which the invoice is made, unless stated otherwise by the Supplier in writing. The Supplier is entitled to invoice periodically.
If the Other Party fails to pay an invoice in time, the Other Party will be in default by operation of law. The Other Party will then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest will be due. The interest on the due amount will be calculated from the moment that the Other Party is in default until the moment of payment of the full amount due.
The Supplier has the right to have the payments made by the Other Party extend in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal sum and the current interest.
Supplier can, without
to be in default as a result, refuse an offer for payment if the Other Party indicates a different order for the allocation of the payment. The supplier can refuse full payment of the principal sum if the interest and collection costs that have become due and accrued and are not also paid.
The Other Party is never entitled to set off the amount owed by it to the Supplier.
Objections to the amount of an invoice do not suspend the payment obligation. The Other Party that cannot invoke section 6.5.3 (Articles 231 to 247, Book 6 of the Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
If the Other Party is in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be borne by the Other Party. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice at that time. However, if the Supplier has incurred higher collection costs that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Other Party. The Other Party also owes interest on the collection costs due.
article 7 Retention of title
All goods delivered by the Supplier in the context of the agreement remain the property of the Supplier until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with the Supplier.
Goods delivered by the Supplier that fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorized to pledge or otherwise encumber the goods that are subject to retention of title.
The Other Party must always do everything that can reasonably be expected of it to safeguard the property rights of the Supplier.
If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Other Party is obliged to immediately notify the Supplier thereof.
The Other Party undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to the Supplier for inspection upon first request. In the event of any insurance payment, the Supplier is entitled to these tokens. Insofar as necessary, the Other Party undertakes to the Supplier in advance to lend its cooperation to everything that may prove necessary or desirable in that context.
In the event that the Supplier wishes to exercise its property rights indicated in this article, the Other Party gives unconditional and irrevocable permission in advance to the Supplier and to third parties to be designated by the Supplier to enter all those places where the Supplier's property is located and to return those items. take.
article 8 Guarantees, research and complaints, limitation period
The goods to be delivered by the Supplier meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use in the Netherlands. The guarantee referred to in this article applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify itself whether the use thereof is suitable for use there and meet the conditions set for it. In that case, the Supplier may impose other guarantee and other conditions with regard to the goods to be delivered or work to be performed.
The guarantee referred to in paragraph 1 of this article applies for a period of 7 days after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the guarantee provided by the Supplier concerns an item that was produced by a third party, the guarantee is limited to that provided by the producer of the item, unless stated otherwise.
Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Other Party and / or by third parties if, without written permission from the Supplier, the Other Party or third parties have made or attempted to make changes to the item, other items have been attached to it that do not need to be attached to it or if these have been processed or processed in a manner other than the prescribed manner. The Other Party is also not entitled to g
if the defect has arisen due to or is the result of circumstances beyond the Supplier's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
The Other Party is obliged to inspect the delivered goods or have them inspected immediately at the moment that the goods are made available to him or the relevant activities have been carried out. In addition, the Counterparty should investigate whether the quality and / or quantity of the delivered goods correspond with what has been agreed and meet the requirements that the parties have agreed in this respect. Any visible defects must be reported to the Supplier in writing within seven days of delivery. Any invisible defects must be reported to the Supplier in writing immediately, but in any case no later than fourteen days after discovery thereof. The report must contain a description of the defect that is as detailed as possible, so that the Supplier is able to respond adequately. The Other Party must give the Supplier the opportunity to investigate a complaint or have it investigated.
If the Other Party makes a timely complaint, this does not suspend its payment obligation. In that case, the Other Party also remains obliged to purchase and pay for the otherwise ordered items.
If a defect is reported later, the Other Party is no longer entitled to repair, replacement or compensation.
If it is established that an item is defective and a timely complaint has been lodged in this respect, the Supplier will notify the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, written notice of the defect by the Other Party, at the Supplier's discretion, replace it or arrange for its repair or pay replacement compensation for it to the Other Party. In the event of replacement, the Other Party is obliged to return the replaced good to the Supplier and to transfer ownership thereof to the Supplier, unless the Supplier indicates otherwise.
If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs, incurred by the Supplier as a result, will be fully borne by the Other Party.
After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
Contrary to the statutory limitation periods, the limitation period for all claims and defenses against the Supplier and the third parties involved by the Supplier in the performance of an agreement is one year.
article 9 Liability
If the Supplier should be liable, this liability is limited to what is regulated in this provision.
The Supplier is not liable for damage, of whatever nature, arising because the Supplier has relied on incorrect and / or incomplete information provided by or on behalf of the Other Party.
If the Supplier should be liable for any damage, the liability of the Supplier is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
The liability of the Supplier is in any case always limited to the amount paid out by its insurer, where appropriate.
The supplier is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the Supplier's defective performance in the agreement. answered, insofar as these can be attributed to the Supplier and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
The supplier is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the Supplier or its managerial subordinates.
article 10 Transfer of risk
The risk of loss, damage or depreciation transfers to the Other Party at the moment when goods are brought under the control of the Other Party to the Other Party.
article 11 Indemnity
The Other Party indemnifies the Supplier against any claims from third parties who suffer damage in connection with the performance of the agreement and the cause of which is other than
is attributable to the Supplier.
If the Supplier should be addressed by third parties on that basis, the Other Party is obliged to assist the Supplier both extrajudicially and in law and to do everything that may be expected of him in that case without delay. Should the Other Party fail to take adequate measures, the Supplier is entitled to do so itself without notice of default. All costs and damage on the part of the Supplier and third parties that arise as a result, are fully for the account and risk of the Other Party.
Article 12 Intellectual property
The Supplier reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations. The Supplier has the right to use the knowledge it has gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is disclosed to third parties.
article 13 Applicable law and disputes
All legal relationships to which the Supplier is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The judge in the place of business of the Supplier has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the Supplier is entitled to submit the dispute to the competent court according to the law.
The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
article 14 Location and change of conditions
These terms and conditions are provided when entering into an agreement or drawing up quotation, invoicing, etc. to the other party.
The most recently issued version or the version that applied at the time of the conclusion of the legal relationship with the Supplier is always applicable.
The Dutch text of the general terms and conditions is always decisive for the interpretation of it.