GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY MOTOR IMPORT A.J. HUIGE B.V. STATUTORILY ESTABLISHED IN ZWIJNDRECHT, THE NETHERLANDS
These General Terms and Conditions apply to all our offers, sales agreements, orders and deliveries and contracting of work arising therefrom. The applicability of general terms and conditions used by the other party is expressly rejected. Deviations from these General Terms and Conditions shall only be binding on us if we have confirmed such deviations in writing. The other party cannot derive any rights for future transactions from any agreed deviations. The Dutch text of the General Terms and Conditions shall be the authentic text and shall prevail over translations of these General Terms and Conditions. In these terms and conditions, 'in writing' shall mean: by letter, fax or electronic means.
2. Formation of agreements
Our offers, made orally or in writing, are without obligation. We are only bound after we have accepted an order and/or order in writing, by means of an invoice, even if we have made a written offer. We reserve the right to revoke our offer within two working days after acceptance of an offer by the other party. Entering into
of binding agreements is reserved to the management, except for an explicit authorisation from the management. The agreement shall always be entered into under the conditions precedent that the information obtained by us shows the other party's sufficient creditworthiness in our opinion. Samples, models, illustrations, documentation and other specifications shown or provided shall only serve as an indication, without the respective case having to comply with them.
3. Intellectual property rights
We reserve all intellectual property rights to the information contained in our offers and/or agreements and/or the models, samples, drawings, illustrations and/or instructions for use provided by us. We are not liable for infringements of intellectual property rights of third parties, which may be committed in connection with the execution of an agreement between us and the other party. The other party is obliged to indemnify us against claims from third parties in connection with infringement of intellectual property rights committed in connection with the execution of the agreement with us.
4. Deviations in data
We are not responsible for minor deviations between the numbers, types, sizes, numbers, colors, illustrations and/or other data given by us, unless this results in a substantial change in the technical and/or aesthetic execution of the goods.
The other party will be obliged to accept the delivered goods. We will not be liable for any damage resulting from such minor deviations. Deviations of less than 10 (ten) percent will in any case be considered minor.
We shall be entitled to pass on to the other party any change in one or more of the cost-determining factors such as transport costs, the prices of raw materials or materials, exchange rates, import duties or turnover tax, which relate to the agreed performance and which occur after the date of our offer or after the conclusion of the agreement but before delivery. We are not liable for price and typesetting errors in the offer, on the website and/or email. Prices can be adjusted at any time, even after ordering, if they do not match the correct price in our system.
If no prepayment has been agreed, the amounts of the invoice must be paid according to invoice at the latest within the stated due date. Discount, deduction, setoff or suspension of payment is not permitted by the other party. Payments made by the other party shall always in the first place serve to settle all interest and costs owed and in the second place to settle all interest and costs owed.
second place of due and payable invoices that have been outstanding the longest, even if the other party states that the payment relates to a later invoice. If our other party fails to pay the amount owed on time, it shall, without any notice of default being required, owe the statutory interest for commercial transactions on the amount due and payable from the date on which that amount becomes due and payable. If our other party fails to pay the amount owed by it on time, our other party shall furthermore be obliged to pay all extrajudicial and judicial costs related to collection. The extrajudicial costs are set at 15 (fifteen) percent of the invoice amount with a minimum of € 250, - (two hundred and fifty euros). Our other party is obliged to at our first request on or after entering into the agreement, to provide (additional) personal or collateral security for the fulfilment of its (payment) obligations towards us. Refusal by the other party to provide the required security shall entitle us to suspend our obligations and shall ultimately entitle us to dissolve the agreement in whole or in part without notice of default or judicial intervention, without prejudice to our right to compensation for any damage suffered by us.
7. Retention of title
We retain ownership of all goods delivered by us to the other party until the purchase price, including interest and costs, for all these goods has been paid in full. If, within the framework of these sales agreements, we perform work for the other party to be reimbursed by the other party, the aforementioned retention of title shall apply until the other party has also paid these claims of us in full. The retention of title also applies to the claims we may acquire against the other party on account of the other party's failure to fulfil one or more of its obligations towards us. As long as our aforementioned ownership continues, the other party will not be entitled to dispose of the goods delivered by us and/or to alienate them and/or encumber them and/or to process or process them. The other party shall, however, be permitted to use and/or sell the goods within the scope of its normal business operations, on the understanding that, until the other party has paid for the goods in full and has fulfilled its other obligations pursuant to similar agreements with us, we shall enter into the rights of the other party vis-à-vis its customers. The other party will then transfer these rights to us, insofar as necessary, which transfer we will accept. However, the other party is not allowed to alienate the goods within the framework of its normal business operations at the time that the other party has applied for suspension of payment or the other party has been declared bankrupt.
As long as the aforementioned ownership continues, we will be entitled to retrieve the goods delivered by us from the place where they are located without notice of default or judicial intervention at the expense of the other party. The other party is obliged to keep the goods delivered by us under retention of title with due care and recognizable as our property. If the other party is established in Germany or in Belgium and the goods to be delivered by us are actually delivered to the other party in Germany or in Belgium, the consequences under property law of the retention of title of the goods delivered and/or to be delivered to the German or Belgian other party shall then be governed by German or Belgian law. In such a case, the preceding provisions of this article 7 shall not apply. For the other party established in Germany, these shall be deemed to have been replaced by the provisions of Appendix 1 to these General Terms and Conditions. For the other party established in Belgium, the following conditions apply: "In the event of non-payment on the due date, the sale by us can be considered null and void by operation of law and without a reminder. The goods remain our property until full payment of the price. All risks are at the expense of the other party. The advances paid shall remain vested in us as compensation for possible losses in the event of resale".
Delivery conditions are agreed per transaction. All delivery conditions apply in accordance with Incoterms 2010. Our other party is obliged to take delivery of the goods at the time they are made available to it in accordance with the agreement. If the other party does not take receipt of the goods, the other party will be in default and we will be entitled to choose:
(a) to transport the goods (or have them transported) to the address of the other party with a means of transport of our choice, or to store the goods at the other party's expense and risk,
(b) declare the agreement dissolved without notice of default and without judicial intervention, without prejudice to our right to compensation for the damage suffered by us or loss suffered by us.
profit, to be increased by the statutory interest, to be calculated from the moment the claim is due and payable.
The above applies without prejudice to the other rights to which we are entitled.
9. Delivery time
A delivery time stated by us is always an indication and not a deadline. We shall not be in default with regard to the delivery time until after we have been declared in default in writing by the other party, the other party has given us the opportunity to still deliver within a reasonable period of time and we have failed to do so. The delivery time shall not commence until after we have placed an order and and/or have accepted the order in writing and our other party has provided us with all data and/or materials required for the execution of the agreement and we have received any agreed advance payment from the other party. If it appears during the execution of the agreement that there is a delay in the delivery, the delivery time will be extended by as many days as the delay has lasted. We are not liable for damage as a result of late delivery, if and insofar as this late delivery is due to circumstances that are not at our expense and risk, which includes (timely) compliance by suppliers. Only in the event of excessive exceeding (more than 12 weeks) of the agreed delivery time, the other party is entitled to dissolve the agreement unless the exceeding is caused by force majeure. However, the other party will never be entitled to any penalty or compensation. The other party's failure to comply (on time) with any payment obligation shall suspend our delivery obligation. We reserve the right to deliver the goods in parts, in which case the (payment) conditions described below will also apply to each partial delivery.
Our other party is obliged to check upon delivery whether the goods comply with the agreement. Our other party is obliged to submit any complaints about the delivered goods to us in writing within 8 (eight) days after delivery. This also applies to not ordered delivered items. If it concerns an external invisible defect, our other party is obliged to submit complaints about the goods delivered by us in writing within 8 (eight) days after the discovery of the defect, but in any case within 3 (three) months after delivery.
All complaints must be submitted by our other party stating the packing slip number and our database number. Complaints about invoices must also be submitted in writing within 8 (eight) days after the invoice date.
In the absence of such timely submission of complaints, all claims against us shall lapse. Possible return of goods is only possible if the goods are in original condition and in undamaged packaging. Items that do not originate from us or provided with (price) stickers other than those applied by us, are not eligible for return.
At the latest within 1 (one) month after our authorization for return, the returned goods must have been received by us. Unless otherwise agreed, returns are at the expense and risk of our other party.
The following items are not eligible for return:
- Expired/deleted items (at the time of processing of the application by us);
- Sale and overstock (cut-outs items);
11. Warranty; limitation of liability
With regard to goods delivered by us, we shall not be further or otherwise liable than on account of material and/or construction faults in the goods that have come to light within 3 (three) months after the date of delivery as referred to in article 8, insofar as such faults significantly reduce the soundness or the quality of the goods. Our liability under this article is limited to the free delivery of replacement (parts of) goods. Instead of delivering replacement goods, we are entitled to repair the defective (parts of) goods delivered or to take them back against reimbursement of the relevant part of the invoice price. On goods delivered to us by third parties and by us to our other party
goods delivered by us, even if the goods delivered by us are composed of goods delivered to us by third parties, we will provide our other party with the same guarantee, but no further guarantee than we have received from our supplier(s). Our other party may only invoke our obligations based on this clause after our other party has fulfilled all its obligations arising from the agreement concluded with us. If we are liable for any reason, our liability will be limited to the amount equal to the invoice value of the goods concerned, excluding taxes, on the understanding that we will at most and exclusively be liable to an amount of € 5,000, - (five thousand euros) per claim. For the purposes of this article, a series of related damage-causing events shall be regarded as a single occurrence/claim. We shall never be liable to compensate non-material damage, trading loss, indirect damage, loss of profit or other consequential damage. Our other party is obliged to indemnify us against all claims from third parties in connection with goods delivered by us or work carried out by us.
If the other party fails to comply with any obligation towards us in any way, or if there are grounds to fear that the other party will fail towards us, as well as in the event of an application for suspension of payments, (provisional) suspension of payments obtained, bankruptcy petition, bankruptcy petition or claim, liquidation or cessation of (part of) the other party's business, we are authorized, without prejudice to our other rights and without any obligation to pay damages, to dissolve the agreement(s) in whole or in part with immediate effect without the need for a notice of default or judicial intervention, or to suspend the (further) execution of the agreement(s).
Cancellation of an order by the other party is in principle not possible. If the other party nevertheless cancels an order in whole or in part as a result of any cause whatsoever, we may charge all costs reasonably incurred with a view to the execution of the order (including costs of preparation, parts, storage, etc.), without prejudice to our right to compensation for loss of profit and other damage.
14. Force majeure
In case of force majeure, we have the right, at our discretion, to suspend the execution of the agreement until the moment that the force majeure situation has ended or the agreement, insofar as it has not yet been executed, fully or partially dissolve without judicial intervention and without being obliged to pay any damages.
Force majeure shall be understood to mean everything that reasonably occurs outside our direct influence, including but not limited to: strikes, lockouts, blockades, riots, disturbances, energy shortages, energy supply problems, transport bans, fires, industrial accidents, war or threat of war, natural disasters, floods. Force majeure shall also be deemed to exist if the relevant circumstance was foreseeable at the time the agreement was concluded.
15. Applicable law; competent Court
These terms and conditions and all our offers and/or sales agreements and/or agreements to accept work are governed by Dutch law, with the exception of the provisions of article 7 of these General Terms and Conditions. The applicability of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 is expressly excluded. The competent Court in Rotterdam is authorized to take cognizance of legal actions by and / or against us, without prejudice to our authority to submit the dispute to another competent court if desired. The foregoing is without prejudice to our rights to obtain a decision by means of arbitration by the International Chamber of Commerce in accordance with the Arbitration Rules of the International Chamber of Commerce, by a single arbitrator. The place of arbitration is Rotterdam, the Netherlands.
The arbitration proceedings shall be conducted in the English language.
16. Limitation period
Claims and defences, based on facts that would justify the assertion that the delivered item does not comply with the agreement, shall lapse one year after delivery.
If and in so far as any provision of these General Terms and Conditions cannot be invoked on the grounds of reasonableness and fairness, then that provision shall, as far as possible, have a corresponding meaning in terms of content and purport, which can be invoked.
These General Terms and Conditions of Sale and Delivery have been filed with the Chamber of Commerce in Rotterdam under number 24416059. The most recently filed version shall apply.
When placing an order you automatically agree to our terms and conditions.