GENERAL CONDITIONS OF SALE OF LEDER INTERNATIONAL BV
Ubroekweg 26, 5928 NM Venlo
Chamber of Commerce nr. 12045081
Registrated at the Chamber of Commerce, Venlo
Article 1. General
- These conditions apply to every offer, tender and agreement between Leder International BV hereinafter referred to as "User", and the other party to which the user has declared these conditions apply to, as far as these parties have not deviated to these conditions explicitly and in writing.
- These conditions also apply to agreements with User, for the execution in which user services of third parties are needed.
- Application of conditions invoked by the other party is explicitly rejected by the User.
- If one or more terms in these general conditions are at any time entirely or partially annulled or declared invalid, the remainder of these general conditions will continue to apply in full. User and the other party will then enter into deliberation to establish new terms to replace the annulled or invalid terms, considering the purpose and intent of the original terms as much as possible.
- If a situation arises between parties that is not covered by these general conditions, this situation should be evaluated in line of these terms and conditions.
- If User does not require strict compliance with these conditions, this does not mean that its terms do not apply, or that User would lose the right to require strict compliance with the terms of these conditions in any degree in other cases.
Article 2. Propositons and offers
- All propositions and offers of User are optional, unless a deadline for acceptance is set in the proposition. A proposition or offer is cancelled if the product to which the offer relates is no longer available in the mean time. Images, drawings, statements concerning weight, dimensions, colors etc. are only approximate.
- User can not be held to his propositions or offers if the other party can reasonably understand that the propositions or offers, or any part thereof, contains an apparent mistake or error.
- The in a proposition or offer stated prices are exclusive of VAT and other government charges, including travel and residence, shipping and handling costs, unless otherwise indicated.
- If the acceptance (whether or not to subordinate terms) deviates from the supply included in the tender or offer, then User is not bound to it. The agreement is not established in accordance to this deviating acceptance, unless User indicates otherwise.
- A composed quotation/price offer does not oblige User to execute part of the assignment against a corresponding part of the given quotation. Offers and tenders do not apply automatically to future orders.
- Our prices are based on the during the agreement existing prices of raw materials, materials, rates, wages, taxes, duties and charges. In case one or more of these costs increases, we are entitled to change the agreed prices accordingly.
Article 3. Contract duration, delivery, implementation and modification agreement
- The agreement between User and the other party is made for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties explicitly agree otherwise in writing.
- If a term is given or agreed to for the completion of certain work or for the supply of certain items, this is never a deadline. When exceeding a term the Other party needs to give User a written notice of default, offering User a reasonable period to implement the agreement.
- If User requires information from the other party for the performance of the agreement, the implementation period does not commence after the other party has made these accurately and completely available to User.
- Delivery is free warehouse for orders over € 1500.00. Volume shipments of orders over € 1,500.00 are also free warehouse. This term applies in all cases unless the parties have agreed otherwise in writing. The other party is obliged to collect the items at the time they are made available to him. In case the other party refuses to collect or fails to provide information or instructions necessary for the delivery, User is entitled to save the items at the expense and risk of the other party.
- Delivery is supposed to have taken place:
- If the goods are collected by or on behalf of the other party, by the receipt of the goods
- For deliveries through a commercial carrier: by the transfer of the goods to that carrier
- In delivery through transport by User: by delivery at the home of the other party or to the warehouse of the other party.
- User has the right to engage third parties for certain activities.
- User is entitled to perform the agreement in several phases and invoice the performed part separately.
- If the contract is performed in phases, User is able to postpone the performance of parts belonging to a following stage until the other party has approved the results of the preceding phase in writing.
- If during the performance of the agreement appears that it is necessary for the proper implementation of the performance to modify or complement it, the parties will proceed to amend the agreement timely and by mutual consideration. If the nature, scope or content of the agreement, whether or not at the request or direction of the other party, the competent authorities et cetera, is changed and the contract would be qualitatively and / or quantitatively changed, this may also have impact on what was originally agreed. As a result, the initially agreed amount can be increased or decreased. User shall give quotation beforehand as much as possible. By amending the agreement the initial period of implementing may can also change. The other party accepts the possibility of amending the agreement, including the change in price and time of implementation.
- If the agreement is amended, including a complement, User is entitled to implement it first, after accordance is given by an User authorized person and the other party has agreed to the specified price and other conditions of the implementation, including the thereto determine time at which the agreement will be implemented. Failure or delay of implementation of the amended agreement does not put User in default and is no ground for the other party to terminate the agreement. Without being in default, User can refuse a request to amend the agreement if this for example in qualitative and / or quantitative respect has a consequence to the work to be carried out in that context or the to be delivered items.
- If the other party is in default in the proper performance of that which he is held by with User, then the other party will be liable for all damages (including costs) that directly or indirectly occurred on the side of User.
- If User and the other party agree to a fixed price, User is nevertheless always entitled to increase the price without the other party being entitled to terminate the agreement for that reason, in case the price increase is a result of an authorization or duty under the law or regulations or is caused by a rise in the price of raw materials, wages, etc., or for other reasons that were not reasonably foreseeable at the conclusion of the agreement.
- If the price increase other than as a result of an amendment to the agreement exceeds 10% and occurs within three months after the conclusion of the contract, then only the other party that appeals to Title 5 Section 3 of Book 6 BW entitled to annul the agreement in a written statement, unless User is still prepared to execute the agreement based on the original agreement, or if the price increase is a result from an authority or an obligation on User under the law or if it is stipulated that the delivery will take place more than three months after the sale.
Artikel 4. Suspension, cancellation and early termination of the agreement
- User is authorized to suspend the fulfillment of the obligations or terminate the agreement, if:
- The other party does not, not entirely or not timely fulfill the obligations under the agreement;
- After the conclusion of the contract User learns of circumstances that are good reason to fear that the other party will not fulfill its obligations;
- The other party is asked to guarantee the fulfillment of his obligations at the conclusion of the agreement and this guarantee is not provided or is insufficient;
- If due to the delay on the part of the other party no longer can be expected of User that he will comply with the agreement at the originally agreed conditions, User is entitled to terminate the agreement.
- Furthermore, User is entitled to terminate the agreement if circumstances arise of such nature that fulfillment of the contract is impossible or if other circumstances arise of such nature that the unaltered maintenance of the agreement cannot reasonably be demanded of the User.
- If the agreement is cancelled, the user's claims on the other party are immediately claimable. If User suspends fulfillment of his obligations, he shall retain his rights under the law and the agreement.
- If User proceeds to suspension or dissolution, he is in no way liable for damages and costs it incurred in any way.
- If the dissolution is accountable to the other party, User is entitled to compensation for damages, including the costs that it directly and indirectly incurred.
- If the other party fails to fulfill the obligations arising out of the agreement obligations and this failure justifies termination, User is entitled to terminate the agreement instantly with immediate effect and without any obligation to pay any damages or compensation, while the other party, based on default, is required to pay for damages or compensation.
- If the agreement is terminated early by User, User will in consultation with the other party take care of the transmission of additional work to third parties. Unless the termination is accountable to the other party. If the transmission of the work entails for additional User costs, they will be at the expense of the other party. The other party is obliged to pay these costs within the period mentioned, unless indicated otherwise.
- In case of liquidation, of (application for) suspension of payments or bankruptcy, of confiscation - if and when the confiscation is not lifted within three months - at the expense of the other party, of debt or another circumstance in which the other party may no longer freely dispose of his capital, User is entitled to terminate the agreement instantly with immediate effect or annul the order or agreement without any obligation to pay any damages or compensation. The User's claims against the other party are in this case immediately claimable.
- If the other party cancels an order entirely or in part, then the tot that end ordered or prepared items, plus the possible supply- carrying- and delivery costs and the working time reserved for the implementation of the agreement, will be entirely charged to the other party.
Article 5. Force majeure
- User is not obliged to perform any obligation to the other party if he is being restricted due to a circumstance that is not due to blame, and neither under the law, a legal act or in traffic valid notions on its account.
- Force majeure is defined in these terms as, in addition to what is included in the law and jurisprudence, all external causes, foreseen or unforeseen, that User cannot influence but which makes it not possible for User to fulfill its obligations. Strikes in the company of User or third parties are included. User is also entitled to assert force majeure if the circumstance restricting (further) fulfillment of the contract, occurs after the User should have fulfilled his obligation.
- During the period of force majeure User can postpone the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to pay damages to the other party.
- As far as User has partially fulfilled or will be able to fulfill its obligations under agreement at the time of the occurrence of force majeure, and independent value is earned to the fulfilled respectively to be fulfilled part, User is entitled to invoice the already fulfilled respectively to be fulfilled part separately. The other party is obliged to pay this invoice as if it were a separate agreement.
Article 6. Payment and collection costs
- Payment must be made at latest on the due date, without compensation and without any deduction of not agreed costs or discounts in a manner to be specified by User in the currency of the invoice, unless otherwise specified by the User. User is entitled to invoice periodically.
- If the other party fails to make a timely payment of an invoice, then the other party is in default according to the law. The other party owes an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest is owed. The interest on the amount due will be calculated from the moment that the other party is in default until the moment of payment of the full amount owed.
- User has the right to stretch payments made by the other party in the first place deducted from the costs, subsequently deducted from the interest still due and finally deducted from the capital sum and accrued interest.
- User can, without being in default, refuse an offer for payment, if the other party suggests a different order for the allocation of the payment. User can refuse full payment of the capital sum, if it does not include payment of the vacant and accrued interest and collection costs.
- The other party is never entitled to clear the amount due to User.
- Objections to the amount of an invoice do not suspend the payment obligation. The other party that does not appeal to section 6.5.3 (Articles 231 to 247 of Book 6 BW) is not entitled to suspend the payment of an invoice for any other reason.
- If the other party is in default or omission of the (timely) fulfillment its obligations, then all reasonable costs incurred in obtaining payment out of court are on behalf of the other party. The extrajudicial costs are calculated on the basis of what is usual in the Dutch collection practice, currently the calculation method II report. If, however, higher costs for collection have been reasonably necessary, the actual costs are qualified for compensation. Any judicial and execution costs will also be on account of the other party. The other party also owes the interest on the indebted collection costs.
Article 7. Retention of ownership
- All goods delivered by User under this Agreement remain the property of the User until all obligations under the agreement concluded with User are properly met.
- Goods supplied by User, that according to paragraph 1. fall under the retention of ownership, may not be resold and must never be used as a means of payment. The other party is not entitled to pawn the goods falling under the retention of ownership or encumber in any other way.
- The other party is always to do what may reasonably be expected of him to secure the retention of ownership of the User.
- If third parties seize goods delivered under the retention of ownership or want to establish or exercise to that, then the other party is obliged to immediately notify the User of this.
- The other party is obliged to insure the goods delivered under retention of ownership (and keep them insured) against fire, explosion and water as well as theft and make this insurance policy available for inspection to User upon first request. If there will be a payment of the insurance, the User is entitled to this money. Insofar as necessary, the other party commits itself in advance to the User to cooperate with all that that is (or appears to be) necessary or desirable in that context.
- In case User wants to exercise his ownership rights indicated in this Article, the other party gives unconditional and irrevocable permission in advance to User and third parties designated by User to enter all those places where the properties of User are located and to take these properties back.
Article 8. Warrants, research and advertising, expiry period
- The goods delivered by User meet the usual requirements and standards that can be reasonably set at the time of delivery and to which purpose they are normally used in the Netherlands. The warrant in this Article shall apply to matters that are intended for use within the Netherlands. When outside the Netherlands the other party should verify itself whether its use is suitable for use there and meets the conditions that are set to that. In that case User can set other warrants and conditions in respect of the goods to be delivered or work to be carried out.
- The in paragraph 1 of this Article mentioned warrant is valid for a period of 10 days after delivery, unless the nature of the delivered is otherwise or if the parties have agreed otherwise. If the warrant given by User concerns a matter that was produced by a third party then the warrant is limited to that which will be provided by the manufacturer of the matter, unless otherwise specified.
- Any kind of warranty lapses if a defect was caused by or is a result from improper or inappropriate use or use after the expiration date, improper storage or maintenance by the other party and / or third parties when, without written permission from User , the other party or third parties have made changes or have tried to make changes to the matter, other matters were attached that should not be attached or if they were processed or modified otherwise than prescribed. The other party is not entitled to warranty if the defect is caused by or arising from circumstances that User can not influence, including weather conditions (such as but not limited to, extreme temperatures or rainfall) et cetera.
- The other party is obliged to investigate the delivered matters immediately at the time the goods are made available to him respectively the relevant activities are being carried out. The other party should examine if the quality and / or quantity of the goods delivered correspond to what was agreed and meets the requirements that the parties have agreed to. Any visible defects must be reported verbally or in writing to User within ten days after delivery. Any defects that are not visible should be immediately, at latest within fourteen days after discovery, reported to User in writing. This report must contain a highly detailed description of the defect, so User is able to respond adequately. The other party must give User the opportunity to investigate a complaint.
- If the other party claims on time, this does not suspend its payment obligation. The other party remains in that case also obliged to accept and pay for the other goods ordered.
- If a defect notification is made later, then the other party is no longer entitled to repair, replacement or compensation.
- If it is determined that a case is weak and has been claimed in time, then User will, within a reasonable time after the return receipt or, if return is not reasonably possible, give a notification of the lack by the other party and at the choice of User, replace or take care of the repair or replacement compensation to the other party. In case of replacement the other party is obliged to return the replaced good to User and provide ownership of it to User, unless User indicates otherwise.
- If it is established that a complaint is unfounded, than the costs it incurred, including research costs, on the side of User, will be charged to the other party.
- After the warranty period, all costs for repair or replacement, including administration, shipping and transport costs, will be charged to the other party.
- In deviation of the legal limitation periods, expiry period for all claims and defenses against the User and third parties involved in the agreement, is one year.
Article 9. Liability
- If User is liable, this liability is limited to what is settled in this term.
- User is not liable for damages of any kind, that were created because User has assumed incorrect and / or incomplete data given by the other party.
- If the User is liable for any damage, then the liability shall be limited to the invoice value of the order at most, or to that part of the order to which the liability relates.
- User's liability is always limited to the amount paid by his insurer, as and when this occurs.
- User is solely liable for direct damage.
- Direct damage is considered to be only the reasonable costs incurred to determine the cause and extent of damage, where the determination relates to damage within the meaning of these terms, any reasonable costs incurred for the poor performance of the User to attain agreement, as much as can be attributed to user and reasonable costs incurred to prevent or limit damage, as far as the other party demonstrates that these costs have led to the limitation of direct damage as referred to in these terms and conditions.
- User shall never be liable for indirect damage, including consequential damage, lost profits, lost savings and damage due to business stagnation.
Article 10. Transfer of risk
- The risk of loss, damage or devaluation is transferred to the other party at the moment matters are brought within the power of the other party.
Article 11. Safeguarding
- The other party safeguards User for any claims by third parties in connection with the performance of the agreement suffer damage and of which the cause is attributable to other than the User.
- If the User in that context should be addressed by third parties, the other party is obliged to assist User both in and outside of the law and to immediately do what may be expected of him in this case. Should the other party fail to take adequate measures, then User is, without notice, entitled to proceed to take measures himself. All costs and damages on the part of User and third parties caused as a result of this, are charged and at risk of the other party.
Article 12. Intellectual property
- User reserves the rights and authorization to which he is entitled under the Copyright and other intellectual property laws and regulations. User has the right to use the knowledge increased by the performance of the contract for other purposes, provided that no confidential information of the other party is communicated to third parties.
Article 13. Applicable law and disputes
- All legal relationships in which User is a party, only the Dutch law is applicable, even if a contract is entirely or partly implemented abroad or if the concerning party is residing there. The applicability of the Vienna Sales Convention is excluded.
- The judge in the place of User's jurisdiction is in case of exclusion competent to take notice of disputes, unless the law requires otherwise. User shall nevertheless be entitled to submit the dispute to the legally competent judge.
- Parties will first appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 14. Location and change of policy
- Applicable is always the last registered version or the version valid at the time of the conclusion of the legal agreement with the User.
- These conditions are registrated at the Chamber of Commerce in Venlo.
- The Dutch text of these general conditions is always decisive for the interpretation of it.
Leder International B.V.
M. de Joode