General conditions of sale and delivery
GENERAL CONDITIONS OF SALE AND DELIVERY OF FABER FLAGS B.V.,
A PRIVATE COMPANY WITH LIMITED LIABILITY ESTABLISHED AT 30 DECCAWEG (1O42 AD) AMSTERDAM, THE NETHERLANDS.
Article 1 – CONCEPTS
a. For the purposes of these General Conditions, the ”Seller” shall be understood to mean Faber Pro-motion B.V.,
a privatecompany with limited liability established in Amsterdam.
b. For the purposes of these General Conditions, the ”Purchaser” shall be understood to mean the party other than the Seller.
Article 2 – GENERAL
2.1 These General Conditions shall apply to all legal relations in which the Seller acts as seller or potential seller and/or supplier or potential supplier of goods and/or services.
2.2 These General Conditions may only be deviated from in writing.
Article 3 – GENERAL CONDITIONS OF THIRD PARTIES
The applicability of the General Conditions used by the Purchaser is expressly rejected.
Article 4 – OFFERS
4.1 All offers by the Seller shall be without any undertaking on its part.
4.2 Any samples or models shown or provided shall only be considered as indicative.
Article 5 – SUPPLEMENTATION OF CONTRACT
The Seller shall, at the request of the Purchaser, carry out all changes to the order suggested by the Purchaser, provided these are reasonably practicable and the Seller shall have the right to make an extra charge therefor.
Article 6 – PRICES
Increases in wages or the cost price of raw materials or materials and/or losses due to variations in the exchange rate relating to the agreed performance, shall give the Seller the right to pass on such charges. The passing on of costs within three months of the conclusion of the contract shall give the Purchaser the right to rescind the agreement on this ground.
Article 7 – DELIVERY
7.1 The terms of delivery agreed with the Purchaser shall be considered an indication and not a deadline.
7.2 Delivery shall take place at the risk and for the account of the Purchaser.
7.3 The Seller shall be entitled to carry out its performance in stages.
Article 8 – PAYMENT
8.1 The Seller’s invoices must be paid within 14 days of the date of the invoice in the manner and in the currency indicated on the invoice. All costs connected with payment are for the account of the Purchaser.
8.2 If any payment is overdue, all the Purchaser’s outstanding payments, notwithstanding whether the Seller has already submitted an invoice therefor, shall become immediately due and payable.
8.3 If any payment is overdue, the Purchaser shall be immediately liable to pay interest on the sum invoiced at a rate equal to the legal interest without any proof of default being required.
8.4 All costs incurred by the Seller or which, in its opinion, would have to be incurred in order to collect the sum due or the amounts owed by the Purchaser under the contract(s), shall be entirely for the account of and payable by the Purchaser. This includes, but is expressly not restricted to, the extra-judicial charges such as the Purchaser’s lawyer’s fee and any other legal fees.
8.5 Any payments made by or on behalf of the Purchaser shall be applied to the satisfaction of his obligations in the following order: extra-judicial collection costs, judicial collection costs, interest and outstanding principal amounts in order of the length of time they have been outstanding, regardless of any instruction to the contrary by the other party.
8.6 The Purchaser may only object to the invoice within the term of payment stated on the invoice.
Article 9 – RETENTION OF TITLE
9.1 The Seller shall retain title to the goods which have been supplied by him or are to be supplied by him, until the following has been fully satisfied:
- the performance owed by the Purchaser for all goods supplied or to be supplied under the contract or in connection with activities performed or to be performed under the contract;
- claims arising from a breach by the Purchaser in the performance of such agreement(s).
9.2 The Purchaser shall not be permitted to invoke a right of retention in relation to the costs of storage or to set o_ these costs against performance of its obligations.
9.3 Goods in which title remains with the Seller in accordance with the provisions in paragraph 9.1 may only be disposed of by the Purchaser in the normal course of its business.
9.4 If the Purchaser is in breach of any of the obligations referred to in paragraph 9.1, the Seller shall be entitled to collect or have collected the goods owned by it from the place where they are located. The Purchaser herewith, in advance, irrevocably authorises the Seller to enter the Purchaser’s premises or premises which are in use by him. All costs connected with the recovery of the goods shall be for the account of the Purchaser. The Seller shall not be obliged to repay the Purchaser any monies already paid.
Article 10 – INTELLECTUAL PROPERTY AND KNOW-HOW
10.1 All documentation, sales brochures, illustrations, drawings etc. which are made available to the Purchaser by the Seller, shall remain the property of the Seller.
10.2 The Purchaser shall not be entitled to use the goods referred to in paragraph 10.1 for any other purpose than in connection with the goods to which they relate.
10.3 The Purchaser shall not be entitled to disclose to third parties the documents referred to in paragraph 10.1 or any information contained therein or of which he has acquired knowledge in any other way, unless the Seller has expressly given its written consent thereto.
Article 11 – APPEALS
11.1 The Purchaser shall be under an obligation to inspect the goods upon delivery to determine whether they conform to the contract. If this is not the case, the Purchaser shall lose the right to invoke the non-conformity of the goods if he fails to notify the Seller thereof in writing and giving reasons therefor as soon as possible and in any case within 8 days of delivery, or after the non-conformity could reasonably have been discovered.
11.2 Claims and defences based on the alleged non-conformity of the delivered goods shall be time-barred upon the expiry of one year after delivery.
11.3 Should the goods delivered not conform with the contract, the Seller shall, at its option, only be obliged to deliver the missing goods, or to repair or replace the delivered non-conforming goods.
11.4 The provisions set forth in this article shall also apply to the rendering of services.
Article 12 – MEASURES, WEIGHTS AND ADDITIONAL DETAILS
12.1 Slight deviations in measurements, weights, _gures, colours and other such particulars shall not be considered breaches.
12.2 Trade customs shall determine whether the deviations are slight.
Article 13 – LIABILITY
13.1 The Seller shall only be liable for damage which can be attributed to its wilful misconduct or gross negligence.
13.2 The Seller shall never be obliged to pay compensation for any damage other than to persons or tangible property.Consequential damage is expressly excluded.
13.3 The Seller shall be entitled to assert all available legal and contractual means of defence in defending against its own liability to the Purchaser as well as its subordinates and non-subordinates for whose conduct it may be liable according to the law or the contract.
13.4 To the extent that the Seller is made liable as a result of this article, it is only bound to recompense the damage to a sum covered by the company liability insurance, or – should the insurance company not make any payment or not provide cover – to the maximum amount of the value of the invoice.
13.5 The provisions contained in this article do not a_ect the Seller’s liability under mandatory law.
Article 14 – RESCISSION
14.1 If the Purchaser does not, not timely, or not properly ful_l any obligation which has to be ful_lled by him under this contract, and also in the event the Purchaser is declared bankrupt, granted a (temporary) suspension of payments or placed under legal guardianship, or his business ceases operations or is liquidated, the Seller shall be entitled, at its option, without any obligation to pay damages and without prejudice to any other rights it may have, to rescind the contract in whole or in part, or to suspend the performance (or further performance) of the contract. In those circumstances, the Seller shall moreover be entitled to demand immediate payment of all amounts owed to it.
14.2 If proper performance by the Seller is impossible in whole or in part, either temporarily or permanently, as a result of one or more circumstances for which the Seller cannot be held responsible, the Seller shall been titled to rescind the contract.
Article 15 – APPLICABLE LAW AND COMPETENT COURT
15.1 The laws of the Netherlands shall apply to all legal relations between the Seller and the Purchaser.
15.2 Any disputes between the Seller and the Purchaser connected with or arising from this contract shall be exclusively adjudicated by the competent court in Amsterdam, unless the Seller elects any other competent court.
Article 16 – CONVERSION
If, and insofar as, on the grounds of reasonableness and fairness or its unreasonably onerous character, no rights can be derived from any provision in these general conditions of sale, that provision shall be interpreted, as regards its content and e_ect, as closely as possible to the text as written but in such a way that rights can indeed be derived therefrom.
Article 17 – DUTCH TEXT PREVAILS
The Dutch text of these general conditions of sale and delivery prevail over any translation thereof.