General conditions of sale, delivery and payment of SUZO INTERNATIONAL (NL) B.V.
Antonie van Leeuwenhoekstraat 9, 3261 LT Oud-Beijerland, The Netherlands.
Article 1. Applicability
Paragraph 1.
Unless it has been agreed explicitly otherwise in writing, these general conditions shall apply to all our invitations to make an offer, offers and/or orders accepted by us;
they shall prevail over any of the principal's general conditions whatsoever, even if these last conditions contain a provision about their exclusive applicability.
Paragraph 2.
By giving an order the principal is considered to have agreed fully to the exclusive applicability of these general conditions.
Paragraph 3.
In so far as necessary we hereby explicitly reject the applicability of any conditions of the principal.
Article 2. Offers
Paragraph 1.
All our offers shall be without engagement. Only after written acceptance of an order shall an agreement be considered to have been concluded.
Paragraph 2.
All our offers shall retain their validity during a one–month period unless explicitly stated otherwise.
Paragraph 3.
All our offers are based on delivery and/or execution under normal circumstances and during normal working hours.
Paragraph 4.
Particulars stated in catalogues, illustrations, drawings,statements of weights and measures, calculations and other particulars supplied by us shall not be binding
except in sofar as they have been included explicitly in a contract signed by us or a conformation of sale signed by us.
Paragraph 5.
If delivery or execution is to be effected in accordance with technical drawings of ours that are subject to the principal's approval delivery or execution shall be effected as soon as we have received
drawings approved by the principal.
Article 3. Ownership of designs
Paragraph 1.
Drawings, calculations, descriptions, models and in applicable cases tools that are furnished by us shall remain our property even if the principal has been charged for them and/or the order was
accepted or executed by us.
Article 4. Agreement
Paragraph 1.
If the agreement is entered into in writing it shall be concluded on the day of our signing the contract or on the day of our despatching the written confirmation of sale.
Paragraph 2.
Oral promises by and/or arrangements with our subordinates shall not bind us until after and in so far as they have been confirmed by us in writing.
Paragraph 3.
On the strength of the agreement we shall have the right to charge the principal separately for any additional work that we have carried out as soon as the amount to be charged is known to us. Additional work is considered to be everything that is supplied and/or executed by us either at the request or by order of the principal or by the order of third parties, or as a consequence of new or changed regulations outside the matters supplied and/or executed in
pursuance of our offers, our confirmation of sale and/or agreement. Section 7a of the Civil code shall not be applicable.
Article 5. Price.
Paragraph 1.
The prices given by us shall apply to delivery ex warehouse Oud-Beijerland, unless it was explicitly agreed otherwise.
Paragraph 2.
In so far as not stated explicitly otherwise prices stated shall always be in Euro and exclusive of sales tax.
Paragraph 3.
In the case of orders inside the Netherlands under Euro 50.00 administration expenses shall be charged; the same applies to export orders under Euro 250.00.
Article 6. Risk clause
Paragraph 1.
The price or prices stated in our offers is/are based on the cost price factors that apply on the date of the offers.
Paragraph 2.
If the prices of raw materials, material, equipment, parts, energy, wages, social insurance contributions, taxes, interest and/or other cost price factors undergo an increase during the period between
the date of offer and the date of delivery and/or completion of the work, we shall be entitled to raise the agreed price accordingly even if the cost price increases were foreseeable at the time of the offer.
Paragraph 3.
Price increases as a result of currency fluctuations and changes in the value of foreign currencies in which any payment that is related to the delivery or execution
must be made in comparison with the guilder shall be for account of the principal.
Article 7. Transport
Paragraph 1.
Unless it has been agreed otherwise in writing the loading and unloading and the transport of the goods included in the agreement shall be at the risk and expense of the principal,even if the carrier
for the shipments originating with us demands a statement on the waybill that all damage during transport is at the consignor's risk.
Paragraph 2.
Our goods are insured against transport damage with a franchise of Euro 500,00 per event.
The principal shall be liable for the timely report of the damage to the carrier and the consignor, meaning within three days after the damage has been established or could reasonably have been established, and must at any rate on receipt of damaged goods make a note on the waybill on the subject.
After approval by our insurer the damage thus accepted shall be made good.
Paragraph 3.
We reserve the right to deliver ordered goods in instalments and to invoice these instalments.
Paragraph 4.
In principle domestic transport shall be entrusted by us to Van Gend & Loos/DHL, while foreign orders shall be despatched in principle by mail unless agreed otherwise or other methods of despatch
are preferred by us.
Paragraph 5.
We shall arrange for packing of our goods free of charge in quantities and numbers to be determined by us; we reserve the right to charge the principal for special packing (such as materials in glass).
Article 8. Delivery and terms of delivery.
Paragraph 1.
The term of delivery shall take effect on the last of the following times:
a) The day of conclusion of the agreement.
b) The day we receive the papers, particulars, permits, exemptions, approvals and the like necessary for the delivery and/or execution of the order.
c) The day of receipt of the first instalment, if payment in instalments has been agreed and the first instalment is due upon order.
Paragraph 2.
Times of delivery stated by us must never be considered fatal periods. In the event of late delivery we must be held in default in writing. If, after the time of delivery has been determined,
one of the parties should experience a circumstance that demands a change of the time and/or times of delivery, that party shall immediately notify this to the other party at once in writing or by
telefax or e-mail. Transgression of the time of delivery, through whatever cause, shall not entitle the principal to nonfulfilment of any obligation undertaken towards us, or to execute or have other
persons execute operations to perform the agreement with or without judicial authorization or to any compensation for whatever reason.
Paragraph 3.
The goods shall be considered delivered by us:
a) As soon as the goods have been placed at the disposal of the principal in conformity with the provisions of the agreement in respect of the method of delivery.
b) If goods are delivered in combination with work to be done as soon as the goods have been assembled and – if it has been agreed in writing – the inspection has taken place.
Paragraph 4.
If delivery of 10% or less of the goods included in the agreement cannot take place for any reason whatsoever, this shall not release the principal from any obligation under the agreement to us.
The lacking goods will be delivered by us as soon as possible subject to the conditions of the original agreement.
Article 9. Payment
Paragraph 1.
All deliveries inside the EC shall be on C.O.D. terms; in the event of delivery outside the EC we may desire payment in advance or in the event of deliveries above Euro 5,000.00 an L/C for account
of the principal.
Paragraph 2.
All payments are to be made without any deduction or set–off within thirty days after invoice date.
Paragraph 3.
If the principal does not pay within the agreed period, he shall be considered to be legally in default and we shall be entitled without any notice of default to charge him
the statutory interest from the due date and also all the extra judicial expenses falling on the collection of our claim, which are set at 15% of the principal sum due.
Paragraph 4.
We shall be entitled at all times to desire a bank quarantee or security from the principal to secure his obligations of payment before we commence the delivery of the goods or any work or
continue the execution.
Paragraph 5.
In conformity with the provisions of art. 13, if the principal fails to meet his obligations of payment or to give a bank quarantee or security, we shall be entitled to suspend the delivery or execution
until he has met his obligations of payment.
Article 10. Risk and reservation of ownership
Paragraph 1.
Immediately after the goods are considered delivered in accordance with the provisions of art. 8(3), the principal shall bear the risk for all damage – direct or indirect – that should be caused to or by these goods, on the understanding that if delivery against documents has been agreed the principal shall bear the said risk from the first of the following moments: a) Loading of the good.
b) The time when the documents are made available to the principal.
Paragraph 2.
We reserve the ownership of the goods delivered until all our contractual claims on the principal have been met in full by the principal.
Paragraph 3.
Even if goods supplied by us are processed or mixed with other goods those goods and the goods resulting from the processing or mixing shall remain our property untill all our contractual claims
on the principal have been fully met by the principal, or at any rate theprincipal hereby vests on his possible title or shared title to the goods created by
processing or mixing in advance to us as an unpropertied pledge as at the time of and by the mere fact of the processing or mixing, as security for all contractual claims that we have on the principal. The principal is obliged to provide us on a monthly basis with a specification of the mentioned processing or mixing of the goods supplied by us and hereby grants to us an irrevocable power of attorney to register the pledge.
Paragraph 4.
The principal shall be entitled to sell and deliver the goods supplied by us under reservation of ownership to third parties as part of the exercise of his business.
If there are any sales on credit the principal shall be obliged to obtain from his buyer a reservation of ownership on the strenght of the provisions of the article;
furthermore the principal shall beforehand transfer to us all his rights that he should have vis–!–vis those buyers as security for any claim we should have on the principal. Payments by third parties
concerning goods supplied by us shall be received by the principal on our behalf and until the time of full payment of all our claims theprincipal shall be obliged immediately to pass on to us any
amounts received.
Paragraph 5.
As long as the ownership of the goods has not passed to the principal he must not in any way pledge the goods or grant third parties any right thereto subject to the provisions of paragraph 4 of this article.
Paragraph 6.
The principal shall be obliged to keep goods delivered under our reservation of ownership with all due care and as recognizable property of ours .The principal shall furthermore be obliged to insure the
goods for the duration of the reservation of ownership against fire, explosion and water damage and also against theft and to hand us the policies of these insurances for inspection on first demand.
All the principal's claims on the insurer of the goods on the strenght of the said insurance shall be assigned to us as greater security of our claims on the principal as soon as we so desire.
Paragraph 7.
If in the fulfilment of his obligations of payment the principal is in default or in difficulties of payment, we shall be entitled without any notice or default being required to
remove the goods that have remained our property or to have them removed from the place where they are. We shall then be entitled to keep the goods in our possession until the due amount including interest, expenses and compensation has been paid in full, or to sell the goods to third parties in which case the net proceeds which can never be higher than the original purchase price – is deducted from the total amount payable by the principal.
Paragraph 8.
The principal shall be obliged to inform us without delay when third parties enforce rights in connection with goods still owned by us.
Article 11. Warranty and complaints
Paragraph 1.
With observance of the following limitations we shall give principal a warranty for the soundness of the goods supplied by us and/or work performed, on the understanding that this warranty only applies
if the supplied goods are used in accordance with their purpose and in accordance with standards to be imposed by us or standards which are generally accepted.
Paragraph 2.
This warranty shall be given for three months' period; electronic components, lamps, luminescent tubes and grammophone needles
fall outside our warranties.
Paragraph 3.
In the event of delivery without assembly, the warranty period shall commence on the day of delivery.
In the event of delivery with assembly, the warranty period shall commence on the day when the good has been set up in working order, in accordance with art.8(3) (b).
Paragraph 4.
On the strenght of this warranty we shall only be liable for defects of which the principal proves that they have arisen before or inside the warranty period exclusively or mainly as a direct result
of the defectiveness of the materials supplied by us or the method of manufacturing and/or method of execution. We shall not be liable for development risks.
Paragraph 5.
We make all reasonable effort to protect and safeguard the goods against any fraudulent manipulation. However we do not warrant that the goods fully withstand and are protected against all forms of fraudulent manipulation or other dishonest use.
Paragraph 6.
This warranty is given privided that we cannot be held liable in the event:
- defects are caused by abnormal or unusual storage or use or by any acts, omission or misuse by the principal or any third party, including the installation, repair or putting into operation or connection without our authorisation and the non or not timely compliance with operating or service instructions;
- defects which are wholly or partly the consequemce of material, equipment, any construction or any method of execution that was chosen by the principal or prescribed by any regulation of the authorities;
- the principal has not complied with the terms mentioned in article 9, paragraph 12.
Paragraph 7.
On the strenght of this warranty we shall only be obliged to replace or repair the defective item, at our discretion. Replacement shall not go beyond free shipment of a new item.
Paragraph 8.
In the event of replacement or repair a the warranty period for the new or repaired items shall be equal to the remaining warranty period for the replaced or repaired items.
Paragraph 7.
In the event of delivery of used materials or goods in consultation with the principal no warranty is given by us unless it is agreed otherwise in writing.
Paragraph 8.
Our allegedly not fulfilling our warranty obligations shall not release the principal from the obligations that result for him from any agreement concluded with us.
Paragraph 9.
We shall not be bound to any form of warranty if the principal does not nor properly or not in time fulfil any obligation that results for him from the agreement concluded with us or from an
agreement related there to.
Paragraph 10.
Complaints in respect of defects are to be made as soon as possible in writing but only against production of the
delivery note while it furthermore holds that: a) in the event of externally visible defects a complaint must be lodged at the latest within eight days after receipt of the goods and b) in the event of not externally visible defects a complaint must have been made within ten days after discovery but at the latest within eight working days after expiry of the warranty period. In the event of transgression
of any of these periods any claim against us in respect of the relevant defects shall cease.
Paragraph 11.
In respect of the goods supplied but not made by us our liability from the warranty shall not extend beyond the
liability on the strenght of warranty of the supplier/manufacturer of these goods to us.
Article 12 Liability
Paragraph 1.
Our liability on the strength of this agreement shall be explicitly limited to performance of the obligations that we have undertaken on the strength of the warranty described in art. 11. Any further liability, either for direct or indirect damage, expenses and interests shall be explicitly excluded.
Paragraph 2.
Without prejudice to the provisions of art.11, except in the event of wilfulness or gross negligence on our part, we shall not be liable for expenses, damage and interests that are a direct or indirect result of: a) negligence of our employees or persons who assist us in the performance of the agreement; b) transgression of the period of delivery by circumstances that are not to be imputed to us;
c) damage that should be caused directly or indirectly to persons, goods or the business of the principal
and/or third parties.
Paragraph 3.
The principal shall be obliged to indemnify us and hold us harmless against all expenses, damage and interests that should arise for us as a direct or indirect result of claim that are brought against us in or out of court by third parties in connection with the performance of this agreement.
Paragraph 4.
Electronic components, lamps, luminescent tubes and gramophone needles shall not be exchanged or taken back.
Article 13. Suspension and rescission
Paragraph 1.
If the principal does not, not properly or not in time fulfil any obligation that results for him from the agreement
concluded with us or from an agreement related thereto or if it is subject to serious doubt whether the principal is able to fulfil his contractual obligations to us, and also in the event of an official
moratorium, bankruptcy, stoppage, liquidation or full or partial transfer of the principal's business we shall be entitled without notice of default and without judicial interposition after written notification
to the principal to suspend the performance of each of these agreements during a period of at most six months or to rescind it in full or in part without being obliged to any compensation or warranty
and without prejudice to the further rights due to us.
Paragraph 2.
In that case the agreed price shall be immediately claimable with deduction of the instalments already paid and the expenses not yet made by us and the principal shall
be obliged to pay the above mentioned amount and to take the matters included therein into his possession, failing which we shall be obliged to have these goods stored at the principal's expense
and risk or to sell them for his account.
Paragraph 3.
The principal shall not be entitled to demand rescission of the agreement with retroactive effect.
Paragraph 4.
In the event of force majeure, which shall be any circumstance beyond our control – even if it was to be foreseen at the time of the agreement – owing to which performance of the agreement cannot
be required of us in reason, we shall be entitled without judicial interposition after written notification to the principal either to suspend the performance of the agreement during a maximum of
six months or to rescind all or part of the agreement without being obliged to pay any compensation or fine, even if this fine had been agreed in writing.
Article 14. Return shipment of the goods
Return of the goods shall require our prior approval and is to be made free of charge with enclosure of a copy invoice of the relevant goods.
Article 15. Proof of administration
Without prejudice to the possibility of proof of the contrary our administrative data shall be decisive concerning this agreement.
Article 16. Applicable law / competent judge
Paragraph 1.
All agreements to which these conditions apply in full or in part shall be governed by Dutch law, applicable to the Kingdom in Europe.
Paragraph 2.
All disputes that should arise during the performance of or in connection with an agreement, in so far as the law does not prescribe differently in a coercive manner,
shall be brought, to the exclusion of any other court, before the court Rotterdam that has jurisdiction in respect of the dispute unless we should choose to submit the dispute to another court
with jurisdiction in respect of the matter.
Paragraph 3.
These general conditions are in force as from and have been filed at the office of the Clerk of the District Court of Rotterdam on August 21, 2003 .
