GENERAL DELIVERY AND PAYMENT TERMS OF SELLON BV
These general terms and conditions apply to all agreements
between SELLON and its customers, as well as all offers, resp. by the customer
assignments issued to the exclusion of any general terms and conditions of the customer, of whatever nature.
Deviations from the applicability of these general terms and conditions themselves only bind us after they have been confirmed to the customer in writing.
At the time of the conclusion of an agreement, the customer is deemed to agree with the exclusive applicability of these general terms and conditions; the same applies to the further assignments provided by the client, both verbally, by telephone, by fax or in any other way, so that written confirmation by us is not yet necessary.
1. Each quotation remains valid unchanged for a period stated in the quotation, failing which the quotation is without obligation.
2. All price lists, brochures and other information provided with an offer are stated as accurately as possible. These are only binding for us if this has been expressly confirmed in writing. We are not obliged to provide detailed information unless otherwise agreed in writing.
3. All brochures, price lists and all technical data supplied in the offer in the form of drawings, designs, models, samples etc., as well as all other written documents, fall within our intellectual property.
Without prior written permission, the customer is explicitly prohibited from copying such information and / or having third parties use and / or resell it.
The use of this information must be limited to own use in the context of the quotation and any assignment provided. On our first request and in case the customer does not conclude an agreement within the offer term or cancels it, all information must be returned immediately.
4. We are entitled to charge the costs incurred to make a complicated offer to the other party if no agreement is concluded.
5. The prices offered are only valid for the quantities offered.
3. The contract
1. An agreement is only concluded at the moment that we have explicitly accepted the order in writing, or have confirmed it. In the case of a binding offer term, the agreement is concluded at the moment of acceptance of the offer by the customer. The order confirmation or the binding offer is deemed to accurately and completely reflect the agreement.
2. Any additions and / or changes made later as well as (verbal) commitments by us or our staff, representatives, agents or other intermediaries are only binding if we have confirmed them in writing by a person authorized to do so.
3. For deliveries or work for which, due to their nature and scope, no quotation or order confirmation is sent, the invoice is also regarded as confirmation of order, which is also deemed to represent the agreement correctly and completely.
4. Each agreement is entered into under the suspensive condition that the customer is sufficiently creditworthy for the financial fulfillment of the agreement.
5. We are entitled, at or after the conclusion of the agreement, before demanding (further) from the customer to demand security that both the payment obligation and the other obligations will be met.
6. We are authorized to engage third parties for the correct execution of the agreement. If possible, we will discuss this with the customer.
4. Force majeure
1. Force majeure is understood here;
Any circumstance beyond the control of the parties, or unforeseeable circumstance, as a result of which fulfillment of the agreement can no longer reasonably be required of us by the customer.
“Force majeure” includes at least: strike, excessive (sickness) absence of personnel, transport problems, inadequate supply of raw materials / parts, fire, government measures, including import and export bans, contingentings, business failures at the supplier / supplier ( s), as well as breach of contract with the (supplier) supplier (s) as a result of which we can not (or no longer) fulfill our obligations towards the customer.
2. If in our opinion the force majeure will be of a temporary nature, we have the right to postpone the execution of the agreement until the circumstance causing the force majeure no longer occurs.
3. In our opinion the force majeure situation is of a lasting nature, then the parties can make an arrangement about the dissolution of the agreement and the associated consequences. We are not obliged to pay any compensation of any kind whatsoever.
4. We are entitled to demand payment of the services performed in the execution of the relevant agreement, before the force majeure situation has been proven.
1. Unless a binding offer term applies, every quotation is without obligation.
2. Unless otherwise stated, the prices are:
a. based on the level of purchase prices, wages, labor costs, social and government charges, freight, insurance premiums and other costs applicable during the quotation or order date;
b. based on delivery ex factory / warehouse to company customer or another destination indicated by the customer in the Netherlands, unless otherwise agreed in writing and without prejudice to the provisions in art. 6.3 certain;
c. exclusive of VAT and other rights;
d. for orders outside the Netherlands based on delivery ex factory / warehouse;
e. excluding the costs of assembly and commissioning, unless otherwise stated in which case these are specified separately;
f. excluding the costs of packaging;
g. stated in Dutch currency and / or euro, subject to the right to adjustment as a result of currency changes.
3. Unless otherwise agreed, a minimum order value of € 5.00 net applies and a minimum order value of € 35.00 net.
4. In the event of an increase of one or more of the cost price factors, we are entitled to adjust the order price accordingly, all this with due observance of any existing statutory regulations.
6. Transport costs and transportation risk
1. The manner of transport, shipping, packaging and the like is, if no further instructions are given to us by the customer, determined by us as a good merchant. Any specific wishes of the customer regarding packaging and / or transport, including travel within the company premises, are only carried out if the customer reimburses the costs.
2. In principle, the transport of goods takes place at our risk, with the exception of shipments outside the Netherlands. Our liability is at all times limited to the purchase price of the goods. We are entitled to charge an insurance surcharge.
3. We are entitled to charge freight and handling costs. In exceptional cases, for example if the freight costs are in no relation to the value of the goods (including very voluminous or very fragile goods, which require special packaging), we are entitled to charge the actual freight and handling costs.
7. Delivery and delivery time
1. For delivery within and outside the Netherlands, delivery ex works / warehouse, unless otherwise agreed.
2. The agreed delivery time or delivery period commences on the day we have access to all necessary data and documents.
As time of delivery without prejudice to the provisions of art. 16 applies when the goods are unloaded / unloaded (the actual transfer). The risk of the goods then passes to the customer. This also applies if we have to assemble the goods or commission them. For deliveries outside the Netherlands, the chosen Incoterms (latest edition) apply.
3. The customer is obliged to check the delivered goods or the packaging within 24 hours after delivery for possible shortages (defects) or damage, or to carry out this inspection within 10 days after our notice that the goods are at the disposal of the customer. stand.
The customer must report to us the defects and / or damage discovered at the delivery within 48 hours of delivery at the latest, failing which we are entitled to not deal with complaints in this respect.
4. We are entitled to deliver in parts (partial deliveries) which can be invoiced separately. The customer is then obliged to pay in accordance with the provisions of article 14 of these conditions, unless otherwise agreed in writing.
5. If the goods have to be inspected by order of the customer, in deviation from art. 7 paragraph 2 the goods as delivered when these, or the most important parts thereof, are ready for testing / testing at the relevant manufacturer (third parties or ourselves). All this after the customer has been notified of this in writing. From that moment on, the goods are at the risk of the customer, even if we then take care of transport.
6. If the goods are not taken within 10 days of notification of delivery or in the case of on-call contracts the agreed call-off period has not been observed by the customer, we are entitled to invoice the goods in question, and from that moment on they are fully at the expense and risk. of the customer.
7. Agreed delivery times are always approximate. If this is exceeded, the customer is entitled to set a reasonable term of at least 14 days within which the goods must still be delivered.
If delivery continues again, the customer is entitled to dissolve the agreement, without us being obliged to pay any compensation whatsoever. The period of 14 days does not apply to specially ordered products with a long delivery time, specific application or required inspections. Here a period applies, which should be proportionate to the complexity and delivery time of the product.
8. Acceptance, inspection and complaints
1. If the customer fails to deliver goods due to defects within 7 days after delivery or delivery, not covered by art. 7 sub 3, in writing to us, he is deemed to have accepted the goods. If the customer complains, he must leave the goods in unchanged condition until we have been able to investigate the complaints.
2. If it has been agreed that the customer will inspect the goods at the factory or at our company and has not made use of this right within 10 days after having been informed of the opportunity, the goods will be deemed to be definitive. accepted by the customer. Unless otherwise agreed in writing, the costs for inspection of the certificate and the certification are at the expense of the buyer.
3. Complaints regarding externally visible defects must be made immediately during the testing or inspection at the relevant factory of the supplier or in our company or, if no testing or inspection takes place, within the conditions specified in art. 7.3.
4. Return shipments are only accepted by us if:
a. we have agreed in writing in advance;
b. this is paid carriage paid, unless otherwise agreed;
c. this concerns stock or standard materials and
d. the delivery did not take place longer than 6 weeks, unless otherwise agreed.
e. If we can not prove that we have made a mistake, we charge 20% of the net price for costs with a minimum of € 60.00. All freight costs incurred by us are deducted from the amount to be credited.
9. Tolerances with respect to product and quantity
1. We can not accept any liability for color deviations no greater than color nuances. The customer can not derive the right to refuse the delivery.
2. For rubber seals, gland packing and molded products from our delivery program, we reserve the right to deliver up to 10% more or less than the ordered quantity.
3. With regard to products for which wall or plate thickness or gram weights have been specified, a tolerance of up to 10% upwards or downwards is permitted.
4. For the permissible dimensional deviations or. hardnesses are referred to standards that have been set internationally for the relevant articles, all this insofar as the offer is not expressly in writing
has been deviated from and to the extent that a special specification has not been agreed in writing.
5. Any parts to be made available by us to the customer or on his behalf, which must be applied to, in or to the product to be manufactured by us, must be in the required quantity with a surcharge of 10% (if no other percentage agreed) to be delivered on time, free of charge and free of charge to our company. We do not acknowledge any liability for the parts or other goods thus made available to us, nor for the quality and the good applicability thereof and may without any investigation assume that these parts can be manufactured in, on or to commissioned product.
10. Intellectual property rights of third parties
1. In case of manufacturing of articles according to drawings, samples, models or other instructions in the broadest sense of the word, received by us from our client, or via him from third parties, our client assumes the full guarantee that the manufacture and / or delivery of those articles no patent, trademark rights, trade models or any other right of third parties is affected and our client indemnifies us against all possible claims against us.
2. If a third party objects to the manufacture and / or delivery on the basis of any claimed right, we are entitled to immediately cease production and / or delivery and demand reimbursement of costs incurred, without prejudice to this; our claims to any further damages to our client without our being obliged to pay any compensation to him. We are obliged to inform the client immediately of any objections received by us from third parties against the manufacture and / or delivery of the relevant article.
11. Warranty and service
1. Defects in delivered goods which are intended for long-term use can be either repaired or replaced by new delivery for 12 months after delivery, if the defects are, in our opinion or that of the manufacturer, due to construction faults, the materials used or the design which makes them unusable for the customer in respect of the relevant destination of the goods. Consumables, such as elastomers and hoses, are not covered by this warranty.
2. The customer must report the defects to us within 14 days after he has discovered or should reasonably have noticed.
3. Goods eligible for repair and / or examination must be sent carriage paid to our address. If we have to carry out repairs or research outside our own company, we are entitled to charge the travel and accommodation costs to the customer, as well as any transport costs and the costs of the test equipment to be used. In principle, research and repair takes place within our company during the normal working hours. Only if a separate service contract has been concluded can work take place outside normal working hours. If it appears that the goods offered for inspection or repair do not show any defects, all costs incurred will be borne by the customer.
4. All claims for repair or replacement lapse if the customer himself performs or has performed alterations or repairs to the delivered goods or does not use the delivered goods accurately according to any supplied instructions or in any other way improperly treated, used or used for purposes other than the given original destination.
5. Non-performance by the customer of one of his obligations relieves the supplier of his obligations from this article.
6. Apart from the obligation in the first paragraph of this article, we are not obliged to pay any compensation. We are also not liable for damage or injury caused to goods or persons during the work at the customer on the basis of the obligations in this article.
1. Subject to provisions of mandatory law, we are not obliged to pay any compensation for damage of any kind whatsoever, direct or indirect, including trading loss, to movable or immovable property, or to persons, both with the other party and with third parties. The other party is obliged to indemnify us and indemnify us against all costs, damage and interest that may arise for us as a direct consequence
third-party claims against us in respect of incidents, acts or omissions for which we are not liable to the other party under these conditions. With due observance of the provisions elsewhere in this article, we are in any case not liable for damage caused by improper use of the delivered goods or by the use thereof, for a purpose other than for which it is suitable according to objective standards. We are also not liable for the damage caused by a defect in our product if:
a. we have not put the product into circulation;
b. in view of the circumstances, it is plausible that the defect that caused the damage did not exist at the time when we put the product into circulation, or this defect arose later;
c. our product has been manufactured for us or for any other form of distribution for an economic purpose, nor has it been manufactured or distributed in connection with the conduct of our business;
d. the defect is due to the fact that the product complies with mandatory government regulations;
e. on the basis of the state of scientific and technical knowledge at the time when we put the product into circulation, it was impossible to discover the existence of the defect;?
f. as far as the manufacturer of a component is concerned, the defect is due to the design of the product of which the component forms a component, or to the instructions provided by the manufacturer of the product.
2. Our liability is (also) limited by the maximum amount of our product, company damage and transport insurance policies. Except as provided elsewhere in this article, damage caused by us to the other party (trading loss) is at all times limited to the net invoice value of the delivered goods. A written rejection by the relevant insurer of the claimed damage constitutes complete proof.
3. Compliance with the applicable guarantee / advertising obligations and / or payment of the established damage by us and / or our insurer (s) shall be regarded as sole and complete compensation. For the remainder, our counterparty indemnifies us explicitly and completely.
4. We do not accept any liability for damage that may arise due to the violation of patents, licenses and / or other intellectual property rights of third parties as a result of the use of data provided by or on behalf of the customer such as drawings, models and such in the broadest sense. . If we refer to technical, safety, quality and / or other requirements relating to products in the written agreement concluded with the client or in our order confirmation, the client shall be deemed to know these, unless he informs us in writing without delay of the to the contrary. Then we will inform him about these regulations. The Client undertakes at all times to inform its customers in writing of the aforementioned regulations.
5. If we are helpful during assembly and / or preparation, without this being stated in the order, this will be done at the request and expense and risk of the client.
6. By only accepting the delivered goods by or on behalf of the other party, we are indemnified against all possible claims of the other party and / or of third parties for payment of compensation, regardless of the cause of the damage, subject to satisfaction of the guarantee obligation.
7. With regard to advice provided, we are only liable for normally avoidable and / or foreseeable shortcomings in this, but at most up to an amount of the stipulated consultancy fee.
8. If we have to purchase the goods elsewhere, any (contract) provisions applicable to that transaction will also apply to the other party if and insofar as we can invoke this.
9. Except in the case of intent or gross negligence on our part and subject to our warranty obligations, we are never liable for any damage of the client, including consequential damage, immaterial damage, business or environmental damage, or damage as a result of liability towards third parties.
1. Unless otherwise agreed, payment must be made net without any discount or setoff, by means of payment or transfer to a bank and giro account indicated by us within 30 days of the invoice date. We are entitled to grant a credit limitation surcharge. The value date indicated on our bank / giro statements is decisive and is therefore considered as payment day. For orders of more than € 50,000.00 excl. VAT and unless otherwise
agreed we can require payment of the agreed price in 3 installments, namely:
a. 40% upon acceptance of the assignment
b. 40% when the goods are shipped to the specified address
c. 20% within 30 days after the second term or after completion notifications
2. If the customer does not pay on time, he will owe the statutory interest and no more than the statutory interest per month or per part of the month which is considered full month, without any further notice of default, of the invoice amount, calculated from thirty days after invoice date, as well as all collection costs (at least + 15%), including legal assistance, related to the collection of the contractual price.
3. Each payment from the customer primarily serves to settle the interest owed by him as well as the collection costs and / or administrative costs incurred by us and is then deducted from the oldest outstanding claim.
4. In cases where the customer:
a. is declared bankrupt, assigns an estate, makes a request for suspension of payment, or seizes all or part of his assets;
b. dies or is placed under guardianship;
c. fails to comply with any obligation under the law or these conditions;
d. fails to pay an invoice amount or part thereof within the stipulated period;
e. proceeds to cessation or transfer of his business or an important part thereof, including the contribution of his company to an existing or existing company, or changes to the objective of his business; we have the right to terminate the agreement without any legal intervention being required and any amount owed by the customer on the basis of work and / or deliveries made by us immediately without any warning or notice of default. necessary, to claim in its entirety, all without prejudice to the rights to compensation of costs, damage and interest.
14. Notification obligation
1. If the customer is obliged by law to, after it has appeared that he is unable to pay, to inform the government bodies or business associations without delay, the customer will be obliged to send this communication to us at the same time and in writing. to do.
15. Reservation of ownership
1. All goods delivered by us, even if they have been assembled by us at the location of the customer or its client according to the agreement, remain our property until the moment of full payment of all that the customer receives from us or from any other related agreement is due, including interest and costs.
2. In case of treatment, processing or mixing of the delivered goods by or with the customer, we acquire the co-ownership in the newly created goods and / or with the delivered composite goods, and for the value of the delivered original goods. .
3. The customer is obliged to keep the delivered goods clearly clearly separated from other goods as long as they are not used until the property has been transferred. In the event of, among other things, non-payment of a claimable amount, suspension of payment, application for suspension of payments, bankruptcy, receivership, death, liquidation of the client’s affairs, we shall have the right, without notice of default and without judicial intervention, to deliver the delivered goods. but not or not fully paid as property to be reclaimed under set-off of any already paid, but without prejudice to all rights to claim compensation for possible loss or damage.
4. The customer must at all times enable us to take back unpaid or rented goods immediately, wherever these are located.
5. The goods may be resold or used by the customer within the framework of his normal business operations, but may not be encumbered in any way. In the event that the unpaid goods are delivered, the customer is obliged to reserve the property and on our first demand to transfer all claims to the amount owed to us in a silent building.
16. Right of retention
1. We reserve the right of retention on all goods belonging to us or on behalf of the customer, irrespective of the cause, as long as the customer has not fulfilled all his obligations towards us.
2. We are obliged to manage these goods according to good merchant use without the customer having any right to compensation in the event of destruction, partial loss and / or damage beyond our fault. The risk of the goods thus remains with the customer.
17. Disputes and applicable law
1. All our offers, agreements and their implementation are governed by Dutch law, with the exclusion of the law of 15 December 1971 to implement the treaty concluded at the Hague on 1 July 1964, with a uniform law on international purchase. of movable property, TRB 1964 No. 117 and 1968 No. 13 (Staatsblad 1971, S780 and S781) and the Vienna Sales Convention, dated 11 April 1980.
2. All disputes including those which are considered as such by a party only arising from or related to the agreement to which these conditions apply, or the relevant conditions themselves and its explanation or execution of both factual and legal nature will be settled. by the court in Breda, as far as the law allows.
3. In the event of a dispute, the information in our records is decisive, subject to proof to the contrary.
dated May 2010
SPECIAL CONDITIONS REGARDING MOUNTING / INSTALLATION WORK
1. These Special Terms and Conditions shall apply in addition to and in addition to the aforementioned provisions in Article 1 up to and including 17 unless expressly departed from below.
2. “We” is understood to mean the third party engaged by the assembly / installation work who carries out the work in our assignment.
19. (On) Delivery
1. Our written order confirmation is binding with regard to the installation work and the associated delivery / completion term. Agreed delivery times are always approximate. The delivery terms start from:
a. the date of conclusion of the agreement;
b. the date that the customer has provided us with all necessary information;
c. the date that the customer has paid a stipulated prepayment period;
d. the date that the customer has sent us the drawings, designs and the like approved by a competent person. And after the last of one of the dates mentioned.
2. Notwithstanding art. 7, paragraph 7, the customer is not entitled to refuse to accept the installation or to cancel the agreement if the delivery time is exceeded. In case of prolonged exceeding of the delivery time, we will discuss with the customer what is reasonable and fair to do. Upon termination of the agreement, the customer will pay the performance. Dissolution of the agreement can not lead to any obligation on our part to compensate damage of any kind whatsoever. As long as the customer does not strictly comply with his obligations, we can suspend the delivery / completion.
3. The work is considered to be delivered:
a. if the customer has approved the work after inspection;
b. after we have informed the customer that the work has been installed, assembled and / or ready for use. The customer must provide us with the required test facilities. The absence of a part that should have been delivered by a third party (supplier) is no reason to consider the work as not delivered;
c. after a period of 8 days after we have informed in writing that the work is completed and the customer has failed to inspect the work within this period or to have it tested;
d. after the customer has actually put the work into use. When a part is taken into use, that part is considered to have been delivered.
4. We will repair minor non-essential defects as soon as possible and can not be a reason for the customer to withhold the approval.
5. Advices / data concerning placement and / or use of the installation are provided to the best of our knowledge without guaranteeing a certain result, unless otherwise agreed.
20. Scope of the work
1. The assembly / installation work to be carried out comprises the work as described in the order confirmation and, if and insofar as agreed, the work also includes the guidance / instruction on the use and operation of the installation to be delivered to the client designated for this purpose. staff. This will be arranged in mutual consultation, without guaranteeing a certain result with regard to the supervision / teaching.
2. Unless expressly agreed otherwise, the following activities, deliveries and provisions do not belong to our obligations; the customer is obliged to ensure that these are carried out on time so that the work to be performed by us is not delayed:
a. Groundwork, paving, pile-driving, breaking, foundation, concrete, carpentry and upholstery work or other additional work of any kind. In any case, the customer will have to ensure good accessibility of the workplace.
b. Multiple assistance for moving pieces, which can not reasonably be handled by two people, as well as the hoisting / lifting equipment to be used.
c. The provision, preparation and removal of scaffolding, scaffolding and ladders after completion of the work.
d. The supply of fuels and auxiliary materials such as compressed air, gas, water, electricity, and the required supply / discharge pipelines, necessary for the execution of the work, as well as for any testing
and commissioning, and the supply of switching and protection equipment and lines for the electric motors and / or other electrical equipment to be supplied, with the exception of starting and control resistors that form part of the electrical equipment.
e. Providing it, during the course of the work, in the immediate vicinity of the work to be performed, of a dry, heated, illuminated and separately lockable room of sufficient size, as a shelter for the workmen concerned and for the storage of the materials, tools and personal belongings of these workers to be processed.
f. Work to restore parts of installation (s), which have become dirty or damaged at work, in good condition, unless the contamination or damage has been caused by our subordinates.
g. Lighting of the workplace so that the installation / assembly work can take place.
3. The customer will also ensure that applications are made on time and / or that the due is paid in respect of supply lines, connections, precariance rights, the Hinderwet (permits), (re) building permits and the like.
4. Unless expressly agreed otherwise in writing, any replaced / coming materials will become our property.
21. Extra / less work
1. We have the right to carry out additional work and to charge it without the prior consent of the client if the extra work does not exceed 10% of the original agreed amount.
2. Changes to the assignment from the customer or caused by a change of circumstances whereby the original agreement can not (fully) be maintained as being more or less work performed and passed on. Everything within the limits of reasonableness and fairness.
3. If more / less work deviates by more than 10% from the original sum, the parties will consult with regard to the measures to be taken. In the event of cancellation by the customer, we are entitled to invoice the costs incurred or goods delivered up to that time.
22. Warranty / liability
1. The supplier guarantees that the delivered / assembled goods meet the agreed specifications and the reasonable requirements for usability and reliability for 12 months. The guarantee obligation is limited to repairs and / or replacement in respect of any shortcomings if timely claims are made.
2. We are not liable for:
a. the design of the installation and / or parts thereof as well as all other data / information, if not from us;
b. influences on the installation by using material and / or user and / or operating instructions that do not come from us;
c. the instructions for use regarding operating, and / or energy supply are not executed promptly;
d. normal wear and tear as well as damage / wear caused by overloading or by the influence of abnormal circumstances;
e. the application of the statutory safety requirements. In these cases, without prejudice to the provisions of Article 12, the supplier’s guarantee obligation lapses.
1. The customer is obliged to submit complaints regarding the capacity of a component resp. the installation must be submitted to us directly in writing within one month after the work has been completed.
1. We are entitled to demand payment in the event of assembly / installation, as follows:
a. 40% at the conclusion of the agreement
b. 40% when testing the goods or the most important parts thereof for testing / testing or for shipment;
c. 20% within 30 days after the expiration of the second term.
dated October 2008