PAL_Verkoop_voorwaarden pag1

GENERAL TERMS & CONDITIONS of SALES and
DELIVERY
private liability company
PALLETCENTRALE B.V.,
Legal seat and office in Klundert,
PALLETCENTRALE PRODUCTIE B.V.,
Legal seat and office in Sas van Gent,
PALLETCENTRALE HELMOND B.V.,
Legal seat and office in Helmond ,
PALLETCENTRALE ROTTERDAM B.V.,
Legal seat and office in Rotterdam,
PALLETADAPTER B.V.,
Legal seat and office in Klundert,
PALLETCENTRALE NOORD-HOLLAND B.V.,
Legal seat and office in Middenmeer,
HOUT-SNIPPER B.V.,
Legal seat and office in Klundert
ARTICLE 1 - Definitions
1.1 “Contractor” in these terms and conditions is defined as
Palletcentrale B.V., legally registered and with office located in
Klundert, Palletcentrale Helmond B.V., legally registered and with
office located in Helmond, Palletcentrale Rotterdam B.V., legally
registered and with office located in Rotterdam, Palletadapter
B.V., legally registered and with office located in Klundert, Palletcentrale Noord-Holland B.V., legally registered and with office
located in Middenmeer, Palletcentrale Productie B.V., legally
registered and with office located in Klundert, Hout-Snipper B.V.,
legally registered and with office located in Klundert.
1.2 “Client” is defined in these terms and conditions as the natural
person, legal person or association that has made an agreement with
the Contractor concerning the provision of services and/or delivery of
goods carried out by the Contractor, or with the performance of any
other work by him, or the person who is in negotiation with the
Contractor for such purpose .
1.3 “Parties” are defined as Contractor and Client in these terms and
conditions .
1.4 “Agreement” in these Terms and Conditions is defined as every
agreement between the Client and the Contractor regarding supply
of services and/or goods by the Contractor for Client.
ARTICLE 2 - Scope
2.1 These General Termonditions apply to all offers furnished by,
orders placed to and agreements made with the Contractor.
2.2 Amongst other things, the publication of these terms and
conditions take place by a notification on (or on the back of), a letter
paper, or an offer, an order confirmation, an invoice or through
the Internet.
2.3 Agreements that deviate from these Terms and Conditions or that
serve as amendments are only binding when agreed in written
form, and they are solely valid in specific cases.
2.4 The applicability of the general Terms and Conditions made by the
Client is hereunder expressly excluded.
2.5 Should these Terms and Conditions also have been drawn up in a
language other than Dutch and any differences arise, the Dutch
version shall constantly be decisive.
2.6 The occasional voidability or voidness of a clause within the
agreement and/or these Terms and Conditions does not affect the
validity of other parts of the Agreement and/or these Terms and
Conditions. Instead of the annulled or void part then it applies as
agreed that which, on a legal conformity basis, would come
closest to what the parties would have agreed upon, if they had
known about the nullity or voidability.
2.7 If the Contractor in an occurring case would not demand the strict
fulfilment of these terms and conditions, this would not imply that
these conditions would not be applicable or that the Contractor would
lose the right to demand strict fulfilment of such Terms and
Conditions in future cases, regardless of whether they are similar or
not.
ARTICLE 3 - Offers
3.1 Every offer furnished by the Contractor is revocable, even if a due
date for acceptance is stated in it.
3.2 All offers, quotations, cost estimates etc. , submitted orally, in
writing, by telephone, by telefax, through the Internet, by e-mail
or in any other way by the Contractor are entirely without
commitment and therefore can be revoked by the Contractor, even
immediately after the Client has accepted the offer.
3.3 All information submitted together with an offer, quotation, etc.
and/or specifications is only valid as an estimate and are only binding
for the Contractor if this is explicitly confirmed in written form.
3.4 If an offer etc. furnished by the Contractor is not followed by a
written unconditioned acceptance within 14 days or within an
indicated different period, it is cancelled.
ARTICLE 4 - Agreements
4.1 An agreement between the parties is solely valid at the moment on
which the Contractor receives a returned offer unconditionally
signed by the Client, or, if this occurs earlier, at the moment
where the Contractor has started execution of the order.
4.2 Agreements with subordinate employees or other (mediating)
persons of the Contractor do not bind Contractor if these agreements
were not confirmed in writing by the registered senior management
of the Contractor.
4.3 The order confirmation furnished by the Contractor shall duly
and entirely reflect the agreement.
4.4 The Contractor shall not
be held liable for any
misunderstandings, delays or undue transfer of data as well as
notifications occurring as a consequence of the usage of any
means of communication between the Contractor and the
Client, or between the Contractor and third parties, provided these
concern the Contractor and the Client, unless evil intent or serious
misconduct on the part of Contractor is involved.
4.5 Should the Contractor conclude an agreement with two or more
natural or legal persons, each of these (legal) persons is individually
liable for the fulfilment of any obligations imposed on them by
that agreement made with the Contractor.
4.6 The Contractor shall reserve the right to engage third parties for the
execution of the agreement concluded with the Client at expense and
risk of the Client, should it be reasonably deemed necessary.
4.7 Contractor shall reserve the right to annul the concluded
agreement completely or partially without judicial intervention if
the Client applies for a (temporary) suspension of payment, if
petition of bankruptcy of Client is being filed, if the order
reasonably cannot be completed (anymore), if the Client dies, or if the
Client fails to submit information that the Contractor requested from
the Client or needs with respect to the concluded agreement.
If the agreement is annulled by the Contractor for one of the aforestated reasons, the Client shall automatically owe the Contractor a
compensation for the internal costs incurred and loss of profit of 25
% of the agreed compensation with a minimum of EUR 500.
Furthermore, the Client shall compensate for all other costs as spent
by the Contractor for the preparation of the work to be performed by
him, as well as for all remaining damages suffered by the Contractor.
Should the Contractor annul the agreement concluded between the
parties (on the basis of one of aforementioned reasons), then he is not
obliged to perform the payment of any compensation or damages
to the Client, for whatever reason.
4.8 The right of the Client upon the execution of the agreement being
drawn up for the Client and resulting from an agreement with the
Contractor is not transferable without prior written confirmation
made by the Contractor.
payments, as well as the incurred collection charges and process
fees actually caused by the Contractor.
7. 10 If the Client is in omission with some payment, Contractor may
delay his services, or also terminate the agreement without
judicial mediation, in which case article 4.7 second subparagraph applies.
ARTICLE 8 – Additional agreements and amendments
8.1 Additional agreements or amendments of the agreement are only
binding for the Contractor if he has confirmed these in writing.
8.2 Additional agreements, amendments or external circumstances upon
which the Contractor has no influence may lead to deferral of the time
planning as agreed by the parties.
8.3 Extra work costs incurred by the Contractor as a consequence of
additional agreements, amendments or external circumstances upon
which the Contractor has no influence shall be transferred to the
Client.
ARTICLE 9 – Down payment and security
9.1 Without any further justification and prior to continuing with the
fulfilment of the agreement, the Contractor may always require from
the Client the provision of sufficient security for the performance of
his duties regarding payments, by means of carrying out advance
payments, for instance.
9.2 Client shall submit the advance payment within the required
term. At expiry of aforementioned term the Client is in omission
and a serving notice is not required hereto. Before security is
submitted and if Client is in omission with the submission of
security, the Contractor may delay his services, and also may annul
the agreement without judicial mediation, in which case article 4.7
second sub-paragraph applies.
ARTICLE 5 – Delivery and delivery time
ARTICLE 10 – Client Data
5.1 As a consequence of the type of his company and his products the
Contractor is to a great extent dependent on services provided by third
parties (like suppliers, haulage companies, customs authorities
and other offices), which means that the Contractor cannot
guarantee that the agreement can be entirely and punctually fulfilled
by him.
10.1 The Client shall submit to the Contractor punctually, in the
requested form and way all data and documents reasonably needed
by the Contractor for the proper execution of the agreement and
also the Client shall keep the Contractor informed about all relevant
data.
5.2 Due dates as indicated by the Contractor are as good as possible
based on the circumstances prevailing during the conclusion of the
agreement. However, they are never binding or fatal.
5.3 Any surpassing of agreed due dates by the Contractor does not give
the Client the right to annul the agreement, unless the Contractor
is overdue for more than 30 days after being reminded. In such
cases, the Contractor shall never be held liable for damages.
5.4 The goods sold by the Contractor shall be delivered from the
premises, i.e. store of Contractor. The risk is transferred to the Client
as soon as the good has left the premises i.e. store or as soon as the
good has been separated on behalf of Client and he has received a
report that the item
purchased is ready for delivery. Transport risks are on the account
of the Client.
5.5 Client shall inspect goods and/or services immediately upon their
submission by the Contractor. Should the Client not fulfil the aforementioned obligation, the Contractor can annul the agreement without
prejudice to his entitlement to demand fulfilment, in which case the
statements from article 4.7 second sub-paragraph comes into force.
ARTICLE 6 - Prices
6.1 The agreed prices are excl. VAT and are based on the cost effective
factors at the moment of the quotation. Even if a certain price has
been agreed, the Contractor shall reserve the right to transfer to the
Client changes in cost effective factors on which the Contractor
reasonably does not have any influence and that comprise the rise
or increase in wood prices, purchasing prices, excise, National
Insurance
contributions,
insurance
premiums,
tolls,
shipment/transport costs or sales tax occurring after the date of the
quotation or order confirmation.
6.2 Any transport costs, shipment costs, insurance costs and all other
costs incurred due to the delivery are not included in the price,
unless otherwise agreed in writing.
ARTICLE 7 - Payment
7.1 The payment term of invoices is fourteen (14) days after date of
invoice. Deviating payment agreements are only valid if these
were agreed upon in writing.
7.2 The Contractor can request payment at the moment a transaction
is realized. If necessary he shall in this respect set-up a ‘pro-forma’
(final)invoice in advance.
7.3 The Client shall not delay or settle the payment of the
remuneration to the Contractor.
7.4 All payments shall take place on a bank account indicated in writing
by the Contractor.
7.5 Payments shall be made in Euros, unless otherwise indicated.
7.6 Payments of Client always initially serve for satisfaction of the
interest for delayed payments due by him and (non) judicial
collection fees and subsequently shall be applied to the eldest
outstanding receivables, even if the Client notifies that the payment is
related with later receivables or other claims.
7.7 The Client is in omission even when only payment due date has
expired, without formal notice being required. If the Contractor
has a reasonable cause for doubting the timely fulfilment of the
Client's obligations, then the claims of the Contractor are directly
claimable, regardless of any agreed payment term.
7.8 During the omission period the Client is obliged to pay an
interest for delayed in payments of 1.5% per month or part of a
month.
After every year the amount on which the interest on delayed
payments is calculated is increased by the interest for the
corresponding year.
7.9 In case of extrajudicial and judicial collection operations, the
Client is due to pay the main sum and the interest for delayed
10.2 If it transpires that the information submitted by the Client is not
correct, not complete and/or not reliable, then all additional
costs incurred by the Contractor because of this in relation to the execution of the – agreement are at the expense of the Client, without
prejudice of the Client's obligation to indemnify the Contractor
against claims from third parties.
ARTICLE 11 – Confidentiality
11.1 The Contractor shall keep secret all information of (obviously)
confidential nature – except for obligations to publicise certain data
towards third parties imposed on him by the law, the court, or the
government.
11.2 The Contractor is entitled to process data submitted to him
about work related goods for statistical or comparison purposes,
under the condition that the results can not be related to
individual Clients.
ARTICLE 12 – Reserve of property
12. 1 The Contractor reserves the property of all goods delivered by him to
the Client until the full sale price for all these goods, including
future ones, is paid. Furthermore, the reserve of property applies to
claims that the Contractor may obtain against the Client due to
omission of the Client in one or more of his remaining obligations
towards the Contractor. As long as the property of the delivered
good has not been transferred to the Client, the latter must not install,
attach, use, wear, sell, pawn or grant any other right to a third party
on it.
Delivered goods that were transferred to the Client's property
through payment and other goods being in the possession of the
Contractor may serve as security for claims that the Contractor for
one reason or another still may have against Client (reserved nonpossessory right of distraint).
12.2 The Client shall store carefully the delivered good under
reservation of property, and shall always keep it recognisable as a
property of the Contractor. The Client shall insure the good for
the period of reserved property against all usual risks. The Client
herewith authorises the Contractor to pawn on behalf of the Client all
his claims on the insurer based on the aforementioned insurances to
himself (silently) in the sense of art. 3:239 of the Dutch Civil Law,
with the purpose of increased security of the claims of the
Contractor towards the Client. If the Client is in omission with
his payment obligations towards the Contractor, or the
Contractor has good reason to fear omission of obligations, the
Contractor may take back (have taken back) the good delivered
under reservation of property at any moment. After taking back,
Client shall be credited for the market value (on the basis of the
purchased price), which in any case must not be higher than the
original purchasing price, reduced by the incurred costs of the
take back action.
ARTICLE 13 - Lien and right of distraint
13.1 The Contractor may retain goods, documents and money that the
Contractor receives from anybody within the constraints of the
agreement with the Client at the expense and for risk of the Client,
until the moment where Client has fulfilled all his obligations
towards the Contractor.
13.2 All goods, documents and money that Contractor for whatever reason
obtains or wishes to obtain serve as security for all claims that he
has or shall have against the Client.
13.3 Contractor may also make use of his rights as acknowledged to him
in sections 1 and 2 for obtaining what the Client still owes to him
in relation with other agreements, whether or not with companies of
the group.
ARTICLE 14 - Complaints
14.1 The Client shall inspect the delivered goods immediately upon
delivery on any deviations from the agreed condition.
14.2 Any complaints shall be submitted to the Contractor immediately
by fax , l5 days after actual delivery the latest, including a precise
description of the conditions complained upon. If failed to do so the
Client is considered to have accepted the delivered/serviced good
irrevocably and unconditionally.
14.3 Any right to complain expires, if and as soon as Client machines,
installs, changes, transfers, mixes with other good or conserves
improperly the supplied goods, or does not keep them available to
the Contractor.
14.4 Complaints are not allowed concerning deviations that are usual
in the market and in the line of business or small deviations in
colour, qualities, combinations, thicknesses, quantities, years of
manufacturing, etc..
14.5 The Contractor is only obliged to take note of submitted
complaints, if the Client has not fulfilled all his contractual obligations
towards the Contractor in any respect. The Client shall not be able
to delay his obligations or settle them through any filed complaint.
14.6 If the complaints of the Client are viable, also in view of the
above stated, the Contractor shall, after having contacted the Client,
arrange redelivery of the good of the same or comparable type
within a reasonable time. Upon request the Client shall submit to
the Contractor, i.e. store those goods or parts upon which the
complaint has been lodged and keep it for some time for
inspection purposes. Total or partial annulment of the agreement
by the Client is only possible with the cooperation of the
Contractor.
14.7 If the complaints of the Client are viable, also in view of the
above stated, but the redelivery of goods or services within a
reasonable time is not possible the Contractor is entitled to deliver
goods or services of the nearest type, or apply a reasonable price
reduction. Total or partial annulment of the agreement by the
Client is only possible with cooperation of the Contractor.
14.8 Except for cases of evil intent or serious misconduct, the Contractor
is not liable for more or whatever damage or whatever obligation
that may have incurred to the Client and/or third parties as a
consequence of the fact that redelivery of a good is not possible
and the Contractor delivers a good of the nearest type.
ARTICLE 15 – Return shipment
15.1 Return shipments to the Contractor are only allowed with the
consent of the Contractor.
16.4 The Contractor shall not be held liable if the Client did not notify
the Contractor promptly and in writing about the damage within 5
days of having acknowledged it.
16.5 The Contractor shall call in all legal and contractual means of
defence that he can enlist for rejection of his own liability towards
the Client, also on behalf of his subordinates and non-subordinates
for whose behaviour he would be liable according to the law.
16.6 Furthermore, any (judicial) claims shall be lodged before the court
latest 1 year after the delivery of goods with penalty of expiry.
15.3 The Contractor is entitled to refuse return shipments that were
dispatched too late and/or obviously unjustified, as well as return
shipments that were not paid in advance.
15.4 If the Contractor stores the returned goods or cares of the good in
any other way than this occurs at the expense and risk of the Client.
An approval or acceptance of the returned shipment can never be
derived from these procedures.
ARTICLE 16 - Liability
16.1 In case of failures occurring within the legal relationship to which
these General Terms and Conditions apply, the Contractor shall not be
held liable for losses of profits, material damage, personal damage or
whatever further damage that was directly or indirectly incurred to
the Client and/or third parties, except in cases of evil intent or serious
misconduct. At the most, the Contractor is obliged to redeliver the
goods or services, or, if delivery is reasonably no longer possible, a
reasonable price reduction applies.
16.2 Any liability of the Contractor is restricted to the damage that
would have been predictable as a possible consequence of the act
to be compensated, limited to the maximum amount that shall be
paid for the case in question according to the liability insurance
concluded by him, together with the amount of the own risk not
being paid by the insurer according to the insurance contract.
16.3 Regardless of what is stated elsewhere in these General Terms and
Conditions, the Contractor is never more liable for goods and
services that he received from third parties, than to the extent that
third parties are liable towards the Contractor and the
Contractor can recover losses from them.
ARTICLE 23 - Property and state of the rented goods/accession
23.1 The rented goods are and remain the property of the Contractor. The
Client is therefore not authorised to alienate, to pawn the rented
goods, or to entail them in any other way.
ARTICLE 17 - Indemnification
The Client shall indemnify the Contractor completely against any
form of liability that the Contractor shall have towards third parties in
relation to goods or services supplied by the Contractor, as far as
that liability does not apply to the Contractor according to these
Terms and Conditions.
ARTICLE 18 – Force majeure
18.1 Force majeure ('non-liable deficiencies') is hereunder defined as:
each potentially unpredictable circumstance that is independent of
the will of the parties, which makes it unreasonable for the
Contractor to fulfil the agreement according to the Client's
requirement.
18.2 Force majeure for the Contractor comprises in all cases: workers'
strike, high number of Contractor's employee absences due to
illness, fire, sabotage, government measures, computer and
telephone breakdowns at the Contractor, unusual price surges,
problems at suppliers, haulers and involuntary disturbances or
hindrances which make the execution of the agreement more
expensive and/or troublesome, like storm damage and/or other
nature catastrophes, as well as default ('liable deficiency') by the
assistants of the Contractor or the Client, which makes it impossible
for the Contractor to fulfil his obligations towards the Client in time.
18.3 If a situation of force majeure occurs, the Contractor may delay
the execution of the agreement, or may annul the agreement
definitely; Alternatively the Client may do likewise, however, only
after the Contractor has failed to fulfil his obligations 60 days after
receiving formal notice. The Contractor is not liable to compensation
of damages when the agreement is annulled due to force majeure.
18.4 The Contractor may require payment for services that were
supplied within the execution of the concerned agreement before
the circumstances occurred that caused the force majeure.
18.5 The Contractor may also claim force majeure if the circumstances
that caused the force majeure occurred after the required service
should have been carried out.
ARTICLE 19 – Legal claims, applicable law and legal disputes
19.1 All legal relations between parties are exclusively subject to Dutch
law.
19.2 The terms of the Vienna Sales Convention , or any other existing or
future regulations on the acquisition of movable material do not
apply and their effect can be excluded by the parties.
19.3 All disputes that could arise between parties shall exclusively be
settled at the free choice of the Contractor, [either] by the
(Summary trial judge of the) Rotterdam Court (as far as the
disputes lies within the competence of the civil sector of a
court (cases for solicitors "procureurszaken")).
19.4 The conduct of the case shall be rendered in Dutch
language.
15.2 Return shipments to the Contractor occur at the expense and risk
of the Client. The Contractor shall pay the shipment charges
for justified complaints.
22.2 The Client shall use the rented goods in accordance with regulations
and/or instructions specified by the Contractor and/or manuals etc.
The Client shall be held liable for all damages incurred due to
non-compliance or an incomplete compliance with or follow up of
those regulations and/or instructions of the Contractor and/or
manuals etc...
GENERAL LEASE CONDITIONS
ARTICLE 20 - General
20.1 The terms described in this section and the general terms and
conditions in the articles 1 until 20 inclusive of these General Terms
and Conditions apply if the Contractor rents goods to the Client.
20.2 If contradictions should arise between different statements in the
articles 1 until 19 inclusive and the terms of section General
Lease Conditions, the terms of the latter shall prevail.
ARTICLE 21 – The putting at disposal of the rented goods
21.1 Unless explicitly otherwise stated in written agreement, the rent of
the rented goods starts either when leaving the premises, i.e.
storage area of the Contractor's location where they were ordered
by the Client, or when leaving the premises, i.e. storage area of a
branch to be indicated by the Contractor, to the free choice of the
Contractor. The risk is transferred to the Client as soon as the rented
goods have left the premises, i.e. storage area of the Contractor or as
soon as the rented goods have been separated on behalf of the Client
and the Client is notified that the rented goods are at his
disposal. The transport risk is borne by the Client.
21.2 Before the rented goods are put to the Client's disposal, the
Contractor may set-up a delivery report about the state of the
rented goods. The delivery report shall be signed by the Contractor
and the Client. Upon signing the delivery report the Client may not
claim the rented goods do not comply with the agreement.
21.3 Client shall inspect the rented goods as soon as Contractor delivers
these.
ARTICLE 22 – Destination and usage
22.1 The Client shall use the rented goods as a good Client and shall
only use them for the purposes for which the type of rented
goods are suitable.
23.2 The Client must not allow third parties to use the rented goods
without the written prior consent by the Contractor, neither
completely nor partially or to sublet to third parties. If the Client
acts in contradiction with the aforementioned obligation, the Client
forfeits a penalty of EUR 1.000,- - per day or part of a day that
the infringement lasts, independent of the right of the Contractor to
annul the agreement upon detection in which case article 4.7 second
sub-section applies; and independent of the right of the Contractor
to claim damage compensation and/or the further termination of the
sublet or loan.
ARTICLE 24 – Obligations of the Client
24.1 The Client is obliged to insure the rented goods at a solvency
insurance company against all insurable damage and to keep the
insurance valid until returning it to the Contractor. The rights
of the Client towards the insurer evolving from this insurance
contract are here transferred to the Contractor by the Client
already in advance in form of an assignment; furthermore, the Client
is obliged to submit the insurance contract to the Contractor upon
receipt and is obliged to submit all payment receipts of insurance
premiums for inspection upon first request made by the
Contractor.
24.2 In case of alienation, theft or embezzlement of the rented goods the
Client is obliged to report this as soon as possible and submit a
photocopy of the report to Contractor immediately thereafter. The
agreed rental price remains due until the date of receipt of the
compensation from the Client's insurance company and payment to
Contractor,.
24.3 Client shall not use or bring the rented goods at or to sea, on or to
vessels and/or outside the Netherlands, unless the Contractor has
given his written consent hereto beforehand.
ARTICLE 25 - Inspection
The Contractor has the right to carry out inspections regarding
maintenance and state of the rented goods or to order inspections at
any time. He is entitled to enter the Client's premises in order to
perform the inspection at any time .
ARTICLE 26 - Termination
26.1 If the rent agreement is concluded for a defined period, only the
Contractor may terminate the agreement prematurely in writing,
in compliance with a due notice of 14 days.
26.2 If the rent agreement is concluded for an unlimited period of
time, it can be terminated by both parties by means of a registered
letter by the first day of a calendar month, in accordance with a
term of at least 14 days.
ARTICLE 27 – Return shipment after end of rent agreement
27.1 Unless otherwise agreed in writing, Client shall return the rented
goods to the Contractor cleaned and – except for the normal wear
after usage by a good Client - in the original state, by submitting
the rented goods to the Contractor in the premises, i.e. storage area of
the branch of the Contractor where the Contractor had placed the
rented goods at the Client's disposal, this during normal opening
hours of that branch and all no later than on the day on which
the rent agreement has terminated by expiry of the agreed rent
period or in any other way.
27.2 If the Client fails to submit the rented goods on the agreed location
and date, the Client is in omission without a serving notice being
required. Client than forfeits a penalty of EUR 500 for every day
or part of a day that Client remains in default concerning submission
of the rented goods on the agreed location to the Contractor.
Moreover, the Client shall compensate the Contractor for all damages
incurred to him. Furthermore, the Contractor is then entitled and is
explicitly authorised by the Client to this here, to enter the
premises where the rented goods are located, in order to seize the
rented goods. The costs incurred by this exercise go to the debit of
Client.
27.3 If the rented goods appear to be damaged after return and/or
not cleaned, the Client is liable for the damage that the
Contractor suffers and/or shall suffer due to this.