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Terms and conditions


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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