HOENDEROP BV
Boelewerf 3
2987 VD Ridderkerk
The Netherlands

Article 1 Application 

1. These conditions (filed with the Chamber of Commerce of Rotterdam under number 24.131.680) apply to all offers, confirmations of sale, sales, deliveries, products and services of Hoenderop BV (entered in the commercial register of the Chamber of Commerce of Rotterdam under number 24.131.680). 

2. The conditions are part of every agreement between the client (which includes both a buyer and a client) and Hoenderop BV, unless something else has been agreed in writing. At the time of conclusion of the agreement the conditions are known to both parties. 

3. If the uniform conditions of purchase used by the client and the present conditions of delivery coincide, the latter will prevail. Hoenderop BV may accept deviating conditions. The conditions used by the client will only be applicable for Hoenderop BV, if Hoenderop BV has accepted them explicitly and in writing.

4. In the event of whole or partial voidness or other invalidity of one or more provisions of these conditions, the other provisions will remain in force.

Article 2 Offers

1. All offers and quotations will be valid during thirty (30) days, unless something else is explicitly stated in the offer. All offers and quotations made by or on behalf of Hoenderop BV, both orally and in writing, are without engagement. Offers will also mean any annexes. 

2. In the case of composite prices there is no obligation to deliver a part at the corresponding part of the price given for the whole.

3. If information has only been submitted for part of the work to be performed or to be made, Hoenderop BV will not be bound by the price stated for the whole, if it should appear that the part not shown requires more work proportionally than the part shown. 

Article 3 Conclusion of agreements 

Agreements will be concluded when, after receipt of the order from the client, Hoenderop BV either acknowledges it or starts its performance.   

Article 4 Change in the order 

1. Changes in the original order by or on behalf of the client that cause higher costs than those that could be taken into account at the time of the quotation will be charged to the client additionally. Changes in the order will give no cause for charging a lower amount than has been agreed. 

2. Changes desired by the client after giving the order must be communicated by the client to Hoenderop BV in writing. In the event of communication in another way the risk for the performance of the changes will be for the client's account. 

3. Changes in an order already given may result in transgression of the originally agreed time of delivery. 

Article 5 Property of the client 

1. With regard to keeping and using goods that have been entrusted to it by or on behalf of the client, Hoenderop BV will apply the same care as in the case of its own possessions. 

2. Without prejudice to the provisions in the preceding paragraph and elsewhere in these conditions of delivery the client will bear the risk for the said goods. If he wants to have the said risk covered, he must insure it for his own account. The client must exclude the right of recourse by his insurer against Hoenderop BV contractually in the insurance relationship.

Article 6 The property of Hoenderop BV

1. All the products delivered to the customer will remain the property of Hoenderop BV until all amounts that the customer owes for the products delivered or to be delivered or work performed or to be performed by virtue of the agreement have been fully paid to Hoenderop BV.

2. In the event of damage or loss of the goods made available to the client as referred to in the preceding paragraph, this damage will be charged without prejudice to the right to claim costs and interest. 

Article 7 Payment 

1. Payment must be made without deduction or set-off, in such a way that Hoenderop BV has the invoiced amount at its disposal within the agreed term of payment. 

2. Unless something else has been agreed the term of payment is 30 days, commencing on the invoice date. 

3. Hoenderop BV is entitled to desire adequate security for the payment before delivery and to cease completion of the order if this security cannot be given. If the term of payment is exceeded, the client will be in default by operation of the law. 

4. If the term of payment is exceeded, the client will be charged interest on the invoice amount in accordance with the statutory commercial interest. Parts of months will be regarded as full months for the calculation of this interest. 

5. The ownership of goods and rights will remain with Hoenderop BV and will only pass to the client on the day on which he has paid the payable principal amount, interests, costs and compensations with regard to all goods delivered and services rendered. 

6. All costs, both judicial and extrajudicial, in connection with the collection of the amounts payable by the client and not paid in time are for the client's account. These costs amount at least to 15% of the amount payable. 

7. All bank charges involved in the order, including those that may follow to settle the account, are costs to be borne by the client.

Article 8 Price changes 

1. Changes in the costs of services, materials and/or semi-manufactures required for the order that commence after acceptance of the order may be passed on to the client.  

2. Changes of the offered or agreed price, which Hoenderop BV is obliged or empowered to make on the basis of statutory provisions, such as those about import duties, turnover tax, wage increase and the like will always be permitted.

Article 9 Delivery

1. Unless something else has been agreed explicitly, delivery will always be made "EXW, ex Works, in the sense of the Incoterms 2010”. Delivery will be made at the time at which the goods are offered in the agreed and/or customary place and time. 

2. If products are delivered carriage paid the cheapest method of dispatch or transport will be followed, unless something else has been agreed in advance. In the case of any other method of dispatch the additional costs with regard to transport, packaging and other handling costs will be for the client's account. 

3. The client will be obliged to take receipt of the goods on first presentation. If the client does not fulfil this obligation, all costs resulting from this may be charged to him.

Article 10 Partial delivery 

Every partial delivery, also including the delivery of parts of a composite order, may be charged to the client. 

Article 11 Term of delivery

The time of delivery will be the period that has been agreed between the parties. A term of delivery is not a deadline but is a target date. Hoenderop BV is always entitled to an additional delivery period of 30 days, commencing on the first day after the end of the agreed time of delivery. Before Hoenderop BV can be in default, the client must first hold Hoenderop BV in default in writing with a period of at least 14 days.

Article 12 Client's default 

1. If progress in the rendering of services or the delivery of products is delayed as a result of the client's default or force majeure on his part, Hoenderop BV may charge the complete amount agreed, without prejudice to its right to claim further costs, damage and interest. 

2. In the event of the client's default Hoenderop BV may invoke all corresponding legal consequences, and all claims of Hoenderop BV on the client will be payable immediately and in full.

Article 13 Force majeure 

1. If, through any cause whatsoever, in spite of reminders, a supplier of Hoenderop BV fails to make delivery or a timely or proper delivery, this will serve as force majeure with regard to the client for Hoenderop BV from the date that the (additional) delivery period as mentioned in article 11 has passed. Bankruptcy of the supplier will be regarded as force majeure for the performance. Hoenderop BV is entitled to supply a replacement product from another supplier to the client. The additional costs relating to the delivery of an alternative will be for the client's account to 10% of the agreed purchase price. In the event that the offered price is more than 10% higher than the purchase price agreed between the client and Hoenderop BV, the client will be entitled to dissolve the agreement, without Hoenderop BV or the client becoming liable for damage in respect of each other as a result of this dissolution. This possibility of dissolution must be used by the client within 14 days after this higher price was offered to him, on pain of forfeiture of the right of dissolution. 

2. Any independent or unforeseeable circumstance beyond the control of the parties, as a result of which performance of the agreement by Hoenderop BV cannot be desired in reason anymore by the client, will be considered force majeure. Force majeure will at any rate mean strike of work, bankruptcy of the supplier of Hoenderop BV, transport difficulties, insufficient supply of raw materials and/or fuels, fire, government measures including import and export prohibitions, natural disasters, war, mobilization and contingencies. 

Article 14 Termination by Hoenderop BV

1. The client will be deemed to be culpably in default without further notice if he does not, not fully or not in time fulfil one or several obligations from the agreement or these conditions, and/or in the event of the client's suspension of payment or bankruptcy.

2. In any of the cases referred to in paragraph 1 Hoenderop BV will be entitled, after demand and/or judicial intervention either to suspend the performance of the agreement in full or in part or to dissolve the agreement in full or in part, without being obliged to make any compensation. 

3. In the event of the client's suspension of payment or bankruptcy the client will be in default by operation of the law and Hoenderop BV will be empowered to dissolve the agreement without notice of default. 

Article 15 Cancellation by the client 

If the client wishes to cancel the order in full or in part and Hoenderop BV honours that request, Hoenderop BV will be entitled to charge a cancellation fee of 15% of the purchase price and to set it off with a possible down payment already made, without prejudice to the right of Hoenderop BV to claim additional compensation and loss of profit, if and in so far as they jointly exceed a percentage of 15 above the purchase price. Hoenderop BV is not obliged to accept the request for cancellation by the client. 

Article 16 Complaints, returns and claims

1. The client must inspect the goods immediately after completion of the order. Complaints concerning defects that were discovered or should reasonably have been discovered at the time of inspection must have been notified to Hoenderop BV in writing within 8 days after the delivery. 

2. Complaints concerning defects that were not discovered or should reasonably have been discovered during the inspection as mentioned in paragraph 1 must have been notified to Hoenderop BV in writing within 8 days after they were reported to the client or could reasonably have appeared to the client. 

3. After prior notice return shipments may be sent back to Hoenderop BV, but only CARRIAGE PAID. At the same time a copy of the sales invoice must have been added, the goods must be clean, without stickers, unused, undamaged and provided with the original packaging.

4. Items beginning with 00 have been specially ordered for you. Once ordered, these items cannot be cancelled or returned free of charge and without consultation.

5. Damage to and/or short delivery of goods sent by Hoenderop BV may only be taken into consideration by us if this was recorded on the waybill at the time of arrival.

6. The complaints mentioned in the paragraphs 1, 2 and 3 can at any rate not be submitted anymore after 1 month after the date of completion of the order has expired.

7. Complaints as referred to in the preceding paragraph will only be possible in so far as the client has not taken the goods delivered into use, treated or processed them or has disposed of them in another way. 

8. The liability of Hoenderop BV on the basis of any agreed delivery will be limited to the amount involved in the order. 

9. Hoenderop BV is not liable for the consequences of errors in the order, information or materials that have been supplied by the client. 

10. Any factory warranty will be passed on by Hoenderop BV to the buyer. Cable break in the case of submersible pumps will always be outside the warranty. 

11. The client's right to suspension or set-off of his obligation of payment or obligation of return delivery is excluded.

Article 17 Liability 

1. In the event of late, incorrect or improper delivery or defects to the goods delivered and/or the packaging Hoenderop BV will not be liable in any respect for the damage caused as a result of this, except in so far as it is a matter of wilfulness or deliberate recklessness of the management board of Hoenderop BV

2. If the tenor of this or other exclusions of liability should be considered unacceptable according to standards of reason and fairness, it will at any rate hold that Hoenderop BV is not liable for indirect (consequential and other immaterial) damage suffered by the client and it will at any rate hold that the liability of Hoenderop BV is not higher than the size of the purchase price paid by the client. 

3. The liability for warranty and repair of defective goods will for that matter not extend beyond the rights to warranty and repair that Hoenderop BV has in respect of its supplier. 

Hoenderop BV undertakes, in return for discharge from its possible liability and/or obligation to give a warranty to its client, to assign the claims on its supplier to the client or his insurer.

Article 18 Confidential information 

Hoenderop BV is obliged to carefully store and keep secret keep all confidential information that has been given to it by the client. Confidential information will only be that information that was clearly designated as "confidential" when supplied by the client. 

Article 19 Applicable law 

The agreement in all its components is governed by Dutch law. 

Article 20 Competent court 

Any disputes between Hoenderop BV and the client will in the first instance be submitted exclusively to the competent court in the district where Hoenderop BV is established, except if Hoenderop BV as plaintiff or claimant chooses the competent court of the client's place of residence or establishment. 

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