General Terms & Conditions
General terms and conditions for sales, delivery and payment, hereinafter referred to as “General Terms & Conditions”
of Dryfast B.V., located in Vlaardingen, Kreekweg 22, hereinafter referred to as user, registered with the Rotterdam Chamber of Commerce under number 24284739 dated 15-05-1998.
ARTICLE 1: Definition
In these General Terms & Conditions, the “user” is defined as the party using these General Delivery Terms & Conditions in one or multiple agreements and/or referring to them or intending to refer to them in quotations or other documentation. The “counterparty” is defined as the party that has accepted these General Terms & Conditions in any way or can be assumed to have accepted them.
ARTICLE 2: General; offers and confirmation
- These general sales, delivery and payment terms apply to all legal relationships where the user acts as a provider, seller and/or supplier of products and/or services.
- All quotations are non-binding unless they contain a period for acceptance. If a quotation contains a non-binding offer that is accepted, the user reserves the right to revoke the offer within 24 hours after receipt if it involves (a) stocked product(s). If it involves an order or production of a bespoke product, incurred costs are forwarded.
- Quotations issued by the user are non-binding; they are valid for 30 days unless indicated otherwise. The user is only bound by its quotations if acceptance is confirmed by the counterparty in writing within 30 days unless indicated otherwise.
- The user expressly retains property and copyrights for any designs and drawings presented in its quotations, order confirmations and accompanying attachments. The counterparty is not entitled to allow third parties to take cognisance of received information or to make copies of received documents, unless prior written consent was expressly given by the user.
- All orders received by representatives of the user or by intermediaries only bind the user once confirmed by the user in a written assignment confirmation, order confirmation or otherwise. Confirmation by email or fax is considered a written confirmation.
- Applicability of the counterparty’s general terms and conditions is expressly rejected; the present terms and conditions shall replace them in so far as necessary.
- If other conditions besides the present terms and conditions apply to a legal relationship as referred to in paragraph 1, the provision that is most favourable to the user shall apply in the event of a conflict, at the user’s discretion.
ARTICLE 3: Pricing
- If, after the quotation was issued or an agreement was entered into, one or more of the prices of the cost price-determining factors on which the price or prices of the user is/are based change due to whatever circumstance, the user reserves the right to increase the agreed price/prices accordingly. This will not entitle the counterparty to cancel the agreement.
- The user reserves the right to forward to the counterparty any taxes, import duties, levies or other costs raised by the government after the quotation was issued or the agreement entered into.
- All quoted prices are excluding VAT and other government levies unless otherwise agreed in writing.
ARTICLE 4: Delivery; delivery term and transport
- The stated delivery term takes effect after we have confirmed the assignment in writing, all formalities necessary to commence the works have been completed and the client has provided us, upon mutual deliberation, with the data necessary to execute the works. If an advance payment was agreed upon, the delivery term takes effect after the advance has been received and the aforementioned conditions have been met.
- Exceeding the delivery term, regardless of the cause, shall never entitle the recipient to damages, cancellation of the agreement or non-compliance with any obligation that may result from this agreement or any other agreement associated with this agreement.
- Unless otherwise stipulated by the user, deliveries with a net value of € 500 or more shall proceed CPT. For deliveries below this amount, freight costs shall be forwarded. Delivery proceeds on a one-off basis to an address provided by the counterparty that is accessible to freight traffic.
- The counterparty shall bear the risk and responsibility for transportation, also in so far as it is paid for by the counterparty.
- Transportation ends once the product has been placed next to the transport vehicle at the destination.
- Upon receipt of the delivered goods, the counterparty automatically agrees with our delivery terms and conditions.
- We are authorised to deliver an order in its entirety or in parts if the goods become available successively. In this case, we are entitled to demand payment in accordance with the applicable payment terms and conditions per invoice associated with a partial delivery.
- If the counterparty places an on-demand order, such an order must be filed and purchased within the period set by the counterparty and accepted by the user. If no request and/or purchase takes place, the user is entitled to invoice and begin to charge any storage costs for the part of the order that should have been purchased.
- If the counterparty fails to receive or proceeds to reject such goods, extra costs may be charged for offering the goods on multiple occasions.
ARTICLE 5: Force majeure
- In addition to the understanding provided by law and jurisprudence, these General Terms & Conditions also consider force majeure to include any external cause, anticipated or not, that the user cannot control or as a result of which the user is unable to meet obligations. This includes strikes at the user’s company.
- The user is also entitled to invoke force majeure if the circumstance that inhibits (continued) compliance occurs after the user should have complied with obligations.
ARTICLE 6: Cancellation
- An order cancellation by the counterparty is only accepted if the principal is willing to pay the bill for any activities that have already been performed based on the total costs incurred.
ARTICLE 7: Payment
- Unless expressly agreed otherwise, the agreed invoice must be paid in full within 30 days of the invoice date as stated on the invoice.
- The user reserves the right to have the payment proceed in a different way in situations determined at our own discretion.
- Set-off is not permitted, unless explicitly agreed otherwise.
- If the term of payment is exceeded, the user is entitled to increase the payable amount by 1% interest per month with a statutory maximum of 8% per year. After the end of a year, the interest due shall be compounded by the interest referred to in the previous sentence.
- If the couterparty remains in default of payment after a reminder, the user shall also be entitled to increase the amount due by adding any collection costs and court costs including the costs of legal counsel, amounting to at least 15% of the principal sum and interest with a minimum of € 300.
ARTICLE 8: Transfer of ownership
- After delivery at the specified address, the goods shall remain our property as long as they have not been paid for in full by the counterparty, but shall be at the counterparty’s full risk after delivery.
- If the counterparty fails to meet any payment obligation(s), the user is entitled to reclaim without cooperation any goods that are subject to retention of ownership in this regard.
ARTICLE 9: Warranty
- With due observance of the limitations set out below, the user guarantees both the soundness of the goods supplied by the user and the quality of the material supplied and used by the user for this purpose, such that all defects to the goods supplied, proven by the counterparty to have been caused exclusively or predominantly, within 12 months of delivery, by faulty construction, faulty finish or use of poor material in goods designed by the user, will be repaired by the user free of charge. For this purpose, the couterparty shall return the defective goods to our address carriage paid. The user is therefore never obliged to repair any damage on site. These warranty obligations lapse if and as soon as the counterparty and/or third parties have worked on the delivered goods without our written consent.
- If we deem it advisable to replace goods or parts with new ones in order to fulfil our warranty obligation, we shall make the delivery free of charge and carriage paid under the same conditions as those applicable to the replaced parts. Ownership of any goods or parts that are replaced with new ones is transferred to the user upon delivery and shall be returned to us by the counterparty carriage paid.
- The warranty does not apply to shortcomings that are the result of any government prescription with regards to the nature or quality of the materials applied; it also does not cover coating and the application of chrome unless such damage is the result of quality and/or construction errors in other parts.
- The user rejects any warranty obligation with regards to defects in delivered goods caused by the counterparty or third parties with intent, due to gross fault or gross negligence, including but not limited to incorrect use of delivered goods and any consequential damage. The supplier is not liable for any damage that results from injudicious or incorrect use of supplied goods.
- Visible damage must be reported within 8 days after receipt of the goods by the counterparty, failing which our warranty obligation with regard to these defects lapses.
- Non-compliance with our warranty obligation does not exempt the counterparty from any obligation resulting from this or any other agreement concluded with us.
- The user shall not be bound by any warranty, however named, if the counterparty fails to fulfil entirely, properly or in time any obligation arising from this agreement or any other associated agreement.
- The user’s liability is limited to the warranty obligation described above and shall, under no circumstances, exceed the warranty provided by the manufacturer of the item in question. The user shall not be held liable for any direct or indirect damage caused by the functioning or non-functioning of any good delivered or worked by the user or caused to any goods and/or persons by the user’s staff. The counterparty shall exempt the user from any third-party claims regarding such costs, damages and interests.
- If the warranty obligations cannot be met due to, for example, import and/or export bans, strikes or other unforeseen circumstances, such obligations shall be suspended.
ARTICLE 10: Damage liability
- The user is in no way liable to the other party and/or third parties for defects in sold/rented goods.
- The user is neither required to pay compensation for any damage caused to materials, humans and/or animals nor for any economic damage associated with sold/rented goods.
- The user rejects any liability for damage caused during transportation as stated in paragraph 4.4.
- The user rejects any liability for indirect damage including but not limited to consequential damage, unrealised profit, unrealised savings, loss of data and damage due to operational stagnation and idle time.
- Any legal claim for compensation against the user lapses by the mere expiration of one year after the event that gave rise to the claim. The counterparty shall notify the user in writing immediately after such an event is discovered, failing which the buyer loses the right to any claim.
ARTICLE 11: Return shipments
- Return shipments are only accepted by the user if the user has provided prior written consent.
- If the user consents to the return shipment of delivered goods, the counterparty shall always ship the return shipment carriage paid and with the invoice number(s) and/or delivery receipt(s) and the delivery date included.
- After receipt of the return shipment, the counterparty is credited the invoiced amount minus a percentage of the invoice value, to be specified by the user, in order to mitigate costs such as administration and warehousing costs. Unless otherwise agreed in writing.
ARTICLE 12: Purchase terms and conditions
- Any applicable purchase terms and conditions remain unaffected in so far as they do not contradict the user’s sales, delivery and payment terms and conditions.
- If stipulations in the purchase terms and conditions contradict these sales, delivery and payment terms and conditions, the stipulations in the user’s terms and conditions are binding. Unless otherwise agreed in writing.
ARTICLE 13: Disputes
- Any disputes, of whatever nature, between the user and counterparty/counterparties can only be brought before the competent court in Rotterdam.
- All transactions are governed by Dutch law.
ARTICLE 14: Unilateral modification
- This clause grants the user the right to modify these Terms & Conditions unilaterally and at any time.