GENERAL TERMS AND CONDITIONS OF DELIVERY
2014
P. HOENDEROP BV
Boelewerf 3
NL-2987 VD RIDDERKERK
Article 1 Application
1.
These terms and conditions (filed with the Chamber of
Commerce in Rotterdam under number 24.131.680) apply to all offers, order
confirmations, sales, deliveries, products and services of P. Hoenderop B.V.
(listed in the Commercial Register of the Chamber of Commerce of Rotterdam
under number 24.131.680).
2.
The terms and conditions form part of every agreement
between the client and P. Hoenderop B.V., unless agreed otherwise in writing.
Both parties are aware of the terms and conditions when the agreement is
entered into.
3.
If the uniform purchase conditions used by the client and
these terms and conditions of delivery coincide, the latter shall prevail. P.
Hoenderop B.V. can accept different terms and conditions. The terms and
conditions used for the client are only applicable to P. Hoenderop B.V. if P.
Hoenderop B.V. has accepted them expressly and in writing.
4.
In the event of full or partial nullity or otherwise
invalidity of one or more provisions of these terms and conditions, the other
provisions continue to apply.
Article 2 Offers
1.
All offers and quotations are valid for a period of
thirty (30) days, unless stated explicitly otherwise in the offer. All offers
and quotations made by or for P. Hoenderop B.V., both oral and in writing, are
free of obligation. Offers also means any schedules.
2.
Composite prices do not entail the obligation to deliver
a part for a corresponding part of the price given for the whole.
3.
If information is only supplied for a part of the work to
be performed or manufactured, P. Hoenderop B.V. is not bound to the price
specified for the whole, if it emerges that the part not shown requires more
labour in proportion to the part which is shown.
Article 3 Formation
of agreements
Agreements are
formed when P. Hoenderop B.V., after receiving the assignment from the client,
either confirms this or starts on its implementation.
Article 4 Changes
to the assignment
1.
Changes to the original assignment by or on behalf of the
client which cause higher costs than could be relied on in the quotation, are
charged additionally to the client. Changes to the assignment do not give cause
to charging a lower amount than agreed.
2.
Changes required by the client after the assignment has
been given must be passed on by the client in writing to P. Hoenderop B.V. In
the event of notification in any other way, the risk for the implementation of
the changes is borne by the client.
3.
Changes to an assignment which has already been given can
result in failure to meet the originally agreed delivery time.
Article 5 Property
of the client
1.
P. Hoenderop B.V. shall afford the same care to storage
and use of items which have been entrusted to it by or because of the client as
for its own property.
2.
Notwithstanding the provisions of the previous paragraph
and elsewhere in these terms and conditions of delivery, the client bears the
risk for the items referred to. If the client wants to cover the risk referred
to, he must insure this at his own expense. The client must exclude the right
of recourse of his insurer against P. Hoenderop B.V. contractually in the
insurance entitlement.
Article 6 Property
of P. Hoenderop B.V.
1.
All products delivered to the customer remain the
property of P. Hoenderop B.V. until all amounts owed by the customer for the
products delivered or to be delivered or work performed or to be performed
under the agreement have been paid in full to P. Hoenderop B.V.
2.
If the items provided to the client as referred to in the
previous paragraph are damaged or destroyed, this loss is charged, without
prejudice to the right to claim expenses and interest.
Article 7 Payment
1.
Payment must be made without deduction or set-off, such
that P. Hoenderop B.V. has the invoiced amount at its disposal within the
agreed payment period.
2. Unless
otherwise agreed, the payment period is thirty (30) days, starting on the
invoice date.
3.
P. Hoenderop B.V. is entitled, before the delivery, to
demand sufficient security for the payment and to discontinue completion of the
assignment if this security cannot be given. If the payment period is exceeded,
the client is in default by operation of law.
4.
If the payment period is exceeded, interest on the invoice
amount corresponding to the statutory commercial interest shall be charged to
the client. Parts of months are considered full months for the calculation of
this interest.
5.
Goods and rights remain the property of P. Hoenderop B.V.
and are only transferred to the client on the day on which the client has paid
the principal sum, interests, expenses and compensation of loss owed relating
to all goods and services delivered.
6.
All costs incurred, both judicial and extrajudicial,
relating to the collection of the amounts owed and not paid on time by the
client, are payable by the client. These costs are at least 15% of the amount
owed.
Article 8 Price
changes
1.
Changes in the costs of services, materials and/or
semifinished products required for the assignment which commence after the
assignment has been accepted can be charged on to the client.
2.
Changes to the offered or agreed price to which P.
Hoenderop B.V. is obliged or authorised pursuant to statutory provisions, such
as those concerning import duties, turnover tax, wage rises and suchlike, are
allowable at all times.
Article 9 Delivery
1.
Unless expressly agreed otherwise, delivery always takes
place ‘EXW, ex Works, within the meaning of the Incoterms 2010’. Delivery takes
place at the moment the items are offered at the agreed and/or usual place and
time.
2.
If products are delivered carriage paid, the cheapest
shipment or transport method is always chosen, unless agreed otherwise in
advance. For every other method of shipment, the extra costs of the transport,
packaging and other handling costs are payable by the client.
3.
The client is obliged to take delivery of the items the
first time they are offered. If the client does not fulfil this, all costs
arising from this may be charged to him.
Article 10 Partial
delivery
Each partial
delivery, which also means the delivery of parts of a composite assignment, can
be charged to the client.
Article 11 Delivery
period
The period agreed between parties is the delivery period.
A delivery period is not a strict deadline but a target date. P. Hoenderop B.V.
is entitled at all times to a subsequent delivery period of thirty (30) days,
starting on the first day after the end of the agreed delivery period. Before
P. Hoenderop B.V. can be in default, the client must first give P. Hoenderop
B.V. notice of default in writing with a period of at least 14 days.
Article 12 Default
of the client
1.
If the progress of the implementation or the delivery of
services or products is delayed by default of the client or force majeure on
his part, P. Hoenderop B.V. can charge the full agreed amount, without
prejudice to its right to claiming further costs, loss and interest.
2.
In the event of default of the client, P. Hoenderop B.V.
can invoke all legal consequences attached thereto, and all claims of P.
Hoenderop B.V. against the client are immediately due and payable.
Article 13 Force
majeure
1.
If a supplier of P. Hoenderop B.V., for whatever cause
and despite warnings, continues to default on delivering, or does not deliver
on time or properly, this is considered force majeure for P. Hoenderop B.V.
with regard to the client from the day after the expiry date of the
(subsequent) delivery period as specified in article 11. Bankruptcy of the
supplier is considered force majeure for the performance. P. Hoenderop B.V. is
entitled to supply to the client an alternative product from a different
supplier. The additional costs related to the supply of an alternative will be
payable by the client up to 10% of the agreed purchase price. If the offered
price is more than 10% more than the purchase price agreed between the client
and P. Hoenderop B.V., the client is entitled to terminate the agreement,
without P. Hoenderop B.V. or the client being liable for compensation to the
other due to this termination. The client must make use of this possibility of
termination within 14 days after this higher price is offered to him, subject
to lapse of the right of termination.
2.
Each circumstance independent of the control of or
unforeseeable by parties as a result of which performance of the agreement by
P. Hoenderop B.V. can no longer reasonably be desired is considered to be force
majeure. Force majeure means in any case industrial action, bankruptcy of the
supplier of P. Hoenderop B.V., transport difficulties, insufficient supply of
raw materials and/or fuels, fire, government measures including import and
export prohibitions, natural disasters, war, mobilisation and imposition of
quotas.
Article 14 Termination
by P. Hoenderop B.V.
1.
The client is deemed without further notification to be
culpably in default if he does not comply or not in full or not in time with
one or more obligations under the agreement or these terms and conditions; if
the client has been granted a suspension of payments or if the client is
bankrupt.
2.
P. Hoenderop B.V. is entitled in one of the cases of
paragraph 1, after a warning and/or judicial intervention, either to suspend
the performance of the agreement fully or partially, or to terminate the
contract fully or partially, without being obliged to pay any compensation.
3.
In the event of a suspension of payments or bankruptcy of
the client, the client is in default by operation of law and P. Hoenderop B.V.
is authorised to terminate the agreement without notice of default.
Article 15 Cancellation
by the client
If the client wants to cancel the
assignment fully or partially, and P. Hoenderop B.V. honours that request, P.
Hoenderop B.V. is entitled to calculate a cancellation fee of 15% of the
purchase price and set this off against any deposit already paid, without
prejudice to the right of P. Hoenderop B.V. to claim additional compensation
and loss of profits, if and to the extent that they jointly exceed the
percentage of 15 on the purchase price. Hoenderop B.V. is not bound to accept
the request for cancellation by the client.
Article 16 Complaints
and objections
1.
The client must inspect the items immediately after
completion of the assignment. Objections concerning faults which are discovered
or should reasonably have been discovered during the inspection, must be
reported in writing within eight (8) days after the delivery to P. Hoenderop
B.V.
2.
Objections concerning faults which are not discovered
during the inspection as referred to in paragraph 1 or should reasonably have
been discovered during this inspection, must be reported to P. Hoenderop B.V.
in writing, within eight (8) days of the client being informed of them or when
they could reasonably have become apparent to the client.
3.
Returns can be sent, after prior notification, only
CARRIAGE PAID back to P. Hoenderop B.V. In addition a copy of the sales invoice
must be included, and the goods must be clean, freed of stickers, unused,
undamaged and have the original packaging.
4. Damage to
and/or defects in goods shipped by P. Hoenderop B.V. can only be handled by us
if this is registered upon arrival on the consignment note.
5.
The objections specified in paragraphs 1, 2 and 3 can in
any case no longer be submitted more than one (1) month after the date of the
completion of the assignment.
6.
Objections as referred to in the previous paragraph are
only possible in so far as the client has not used, modified or processed the
item supplied, or disposed of it in any other way.
7.
The liability of P. Hoenderop B.V. in respect of any
agreed delivery is limited to the amount involved in the assignment.
8. P. Hoenderop
B.V. is not liable for the consequences of errors in assignment, information or
materials which are provided by the client.
9.
Manufacturer’s warranty is passed on by us to the buyer.
Cable break in submersible pumps is never covered by the warranty.
10. The
right of the client to suspension or set-off of his obligation to pay or return
is excluded.
Article 17 Liability
1.
P. Hoenderop B.V. is, in the event of late, incorrect or
faulty delivered goods or defects in the delivered goods and/or packaging, not
liable in any respect for the damage caused by this, except in so far as it
results from intent or wilful recklessness of the management of P. Hoenderop
B.V.
2.
If the meaning of this or other exclusions of liability is
deemed unacceptable according to the principles of fairness and reasonability,
P. Hoenderop B.V. is in any case not liable for indirect (consequential and
other non-material) damage suffered by the client, and in any case the
liability of P. Hoenderop B.V. is not greater than the amount of the purchase
price paid by the client.
3.
The liability for guarantee and repair of defective items
does not exceed the rights to guarantee and repair which P. Hoenderop B.V. has
against its supplier. P. Hoenderop B.V. undertakes towards its client, against
discharge of its possible liability and/or obligation to provide a guarantee,
to assign the claims against its supplier to the client or the client’s
insurer.
Article 18 Confidential
information
P. Hoenderop B.V. is obliged to
properly store and keep secret all confidential information with which it is
provided by the client. Confidential information means only that information
which is clearly designated as ‘confidential’ when the client supplies it.
Article 19 Applicable law
The agreement in its
entirety is governed by Dutch law.
Article 20 Court
with jurisdiction
All disputes between P. Hoenderop
B.V. and the other party shall in the first instance be submitted exclusively
to the competent court in the court district in which P. Hoenderop B.V. has its
registered office, except if P. Hoenderop B.V. as claimant or applicant chooses
the court with jurisdiction of the town of residence or place of business of
the other party.
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