Terms and conditions

Terms and conditions Spijkerman International bv

 

  1. General
    • These terms and conditions apply to each offer and any agreement for the provision of supplies and/or the provision of services by Spijkerman International BV, henceforth be mentioned as SPI.
    • All offers and quotations are non-committal.
    • Except as set out below an agreement is concluded by acceptance of order by SPI or one of her co-operators. SPI has the right to reject the orders taken by her co-operators within 7 days after an order.

 

  1. Prices and rates
    • Unless writen otherwise, all prices includes fees for transportation and documents. Openings of letters of credit and suchlike are not included.
    • If SPI’s cost price increases or if influence is exerted on the terms and conditions of the products for which an agreement has been concluded with SPI because of the introduction or amendment of national, supranational or foreign government measures, SPI is entitled to apply appropriate amendments in prices and/or terms and conditions.

 

  1. Transport
    • Delivery is carriage paid to house.

 

  1. Risk
    • Without prejudice to the provisions of article 14, the products are considered to be delivered once they have been supplied and discharged at the destination specified by the buyer; this destination is indicated on the shipping documents. From that moment the goods are to the buyer’s risk. The buyer and the persons he uses for loading and transporting the products are obliged to follow all instructions given by or on behalf of SPI.
    • SPI does not accept any liability for personal injury or property damage.
    • After arrival at the destination, the buyer must provide a rapid decharge of the conveyance. The buyer must give the necessary instructions for this. If these instructions have been followed, SPI and those who deliver the goods on behalf of SPI are not liable for the resulting damage.

 

  1. Delivery
    • All delivery times are approximate only.
    • Exceeding the delivery time for any reason whatsoever does not give the buyer the right to comply any liability incurred to SPI or any right to compensation.

 

  1. Default by buyer
    • If the buyer does not take the products within the agreed time, he will be considered to be legally in default, what gives SPI the right to charge without notice of default five percent of the invoice value for each day the agreed time has passed. In this case, SPI also has the right to wholly or partially cancel the agreement and other current agreements by notifying this in written to the buyer, without prejudice to the other rights of SPI, such as the right to full compensation.

 

  1. Force majeure
    • In situatons of force majeure in the broadest sense, SPI is relieved of her obligation to deliver within a certain time or on a certain date and has the right to wholly or partially cancel the corresponding purchase agreement by notifying this in written to the buyer.
    • Force majeure is defined as any event or circumstance which is not to due to SPI and as a result of which fulfillment of an obligation of SPI can not be reasonably expected. Examples of situations of force majeure are operational failure, accumulation of orders, lack of sufficient stock and any circumstance which causes disturbance of the regular production of SPI and the delivery to the buyer.

 

  1. Reclamation
    • Reclamations with respect to the amount of delivered products and other visible defects on delivery must be listed on the accompanying documents immediately.
    • Reclamations with respect to not visible defects on delivery must be taken place written and clearly defined within eight days after the acceptance of the goods.
    • Reclamations expire due to signing of the documents without further referrence as mentioned in article 8.1, respectively by the end of the period of eight days mentioned in article 8.2.
    • Reclamations also expire if the delivered goods are modified, totally or partially damaged or repacked after delivery. In exceptional cases, SPI can depart from the provisions of this article.

 

  1. Liability SPI
    • Only in case of an attributable failure, SPI is liable against the buyer for damage to tangible property which is the direct and immediate consequence of this failure, and for the resulting consequential damage.
    • SPI is not liable for any damage in case of removing the packages of the products by the buyer or his purchasers or in case of changing or opening these packages by the buyer or his purchasers with the aim of bringing the products to the consumer trade directly.
    • SPI is not liable for any damage as a result of claims by third parties against the purchaser under article 6:185 ff BW if the defect in the product delivered by SPI can not reasonably be attributed to SPI or a third party for which SPI is liable, especially if the defect did not exist when the product was traded by SPI or if the defect is due to buyer’s non-compliance with the instructions.

 

  1. Returns
    • Returns are permitted only if SPI explicitly has agreed with the return previously or if the returns are made by or commissioned by SPI.
    • Unless agreed otherwise, returns take place for the expense and risk of the buyer.

 

  1. Payment
    • Unless agreed otherwise, the buyer is obliged to pay the purchase price immediately.
    • When justified according to SPI, SPI has the right to suspend further deliveries until previous deliveries have not been paid. The buyer is always obliged to furnish security for the payment of his debts at SPI’s first request.
    • The payment is made once SPI has obtained access to the money.
    • If the payment is not received by SPI within seven days or another agreed period after the invoice date, SPI is entitled to charge statutory interest without notice of default. The interest calculation will start on the eighth day after the invoice date.
    • If delivery takes place in portions, the terms of payment apply for each partial delivery.

 

  1. Failure by the buyer
    • If the buyer in any way fails to fulfill his obligations, if the buyer ceases his company, in case of bankruptcy or suspension of payments, if the buyer offers an agreement to his creditors, or in similar circumstances, without prejudice to SPI’s right to claim performance and/or compensation, SPI has the right to wholly or partially dissolve the agreement with the buyer without the intervention of the court and/or to claim compensation and in case of partion dissolution to suspend the deliveries to the buyer.

 

  1. Retention
    • SPI retains ownership of the goods delivered to the buyer as long as the buyer has not paid the relevant bills with interest and costs.
    • Until that time, the buyer is only entitled to dispose or to process that goods if this is normal and regular course of his business.
    • All goods in the possession of the buyer and delivered by SPI are considered to be the same as the goods mentioned on the unpaid invoices, to the extent that the amount of which the buyer has in possession does not exceed the amounts on the unpaid invoices.

 

  1. Disputes and recovery
    • Without prejudice to SPI’s right to go to the competent court, all disputes arising between the buyer and SPI will be settled by arbitration, according to the rules (the ‘Reglement’) of the Nederlands Arbitrage Instituut (Dutch Arbitration Council).
    • The costs of judicial and extrajudicial collection and consultancy costs will be borne by the buyer.

 

  1. Applicable law
    • All agreements to which these conditions are completely or partly applicable are governed by The Netherlands’ law.